GENESEE & WYOMING INC
EX-10.1: AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>y68876exv10w1.txt
<DESCRIPTION>EX-10.1: AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.1

                                                                  EXECUTION COPY

                                          [Published CUSIP Number: ____________]

                              AMENDED AND RESTATED
                              --------------------
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT
                    ----------------------------------------
                          Dated as of November 12, 2004

                                      among

                             GENESEE & WYOMING INC.,
                                 AS US BORROWER

                          QUEBEC GATINEAU RAILWAY INC.,
                              AS CANADIAN BORROWER

                                 THE GUARANTORS,

                         THE LENDING INSTITUTIONS LISTED
                             ON SCHEDULE II HERETO,
                                   AS LENDERS

                              BANK OF AMERICA, N.A.
                             AS ADMINISTRATIVE AGENT

                                      with

                         BANC OF AMERICA SECURITIES LLC
                     AS SOLE LEAD ARRANGER AND BOOK MANAGER

                               JPMORGAN CHASE BANK
                              AS SYNDICATION AGENT

                                       and

                      LASALLE BANK NATIONAL ASSOCIATION AND
                          KEY BANK NATIONAL ASSOCIATION
                           AS CO-DOCUMENTATION AGENTS

<PAGE>

                                TABLE OF CONTENTS

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1.   DEFINITIONS AND RULES OF INTERPRETATION............................................................          1
     1.1.     Definitions.................................................................................        1
     1.2.     Rules of Interpretation.....................................................................       21

2.   THE REVOLVING CREDIT FACILITIES......................................................................       22
     2.1.     Commitment to Lend..........................................................................       22
     2.2.     Commitment Fee..............................................................................       22
     2.3.     Reduction of Commitments....................................................................       23
     2.4.     The Revolving Credit Notes..................................................................       23
     2.5.     Interest on Revolving Credit Loans..........................................................       23
     2.6.     Requests for Revolving Credit Loans.........................................................       23
     2.7.     The Swingline...............................................................................       24
     2.8.     US Borrower's Conversion Options; Continuation of Loans.....................................       26
     2.9.     Funds for Revolving Credit Loans............................................................       27

3.   THE CANADIAN TERM LOAN...............................................................................       28
     3.1.     Commitment to Lend..........................................................................       28
     3.2.     Canadian Term Notes.........................................................................       28
     3.3.     Schedule of Installment Payments of Principal of Canadian Term Loan.........................       28
     3.4.     Interest on Canadian Term Loan..............................................................       29
     3.5.     Notification by Canadian Borrower...........................................................       29
     3.6.     Interest Periods............................................................................       30

4.   MANDATORY REPAYMENT OF LOANS.........................................................................       30
     4.1.     Maturity of Loans...........................................................................       30
     4.2.     Mandatory Repayments of Loans...............................................................       30
     4.3.     Optional Repayments of Loans................................................................       30

5.   LETTERS OF CREDIT....................................................................................       31
     5.1.     Letter of Credit Commitments................................................................       31
     5.2.     Reimbursement Obligation of the US Borrower.................................................       33
     5.3.     Letter of Credit Payments...................................................................       34
     5.4.     Obligations Absolute........................................................................       35
</TABLE>

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<PAGE>
                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>
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     5.5.     Role of Issuing Lender......................................................................       35
     5.6.     Cash Collateral.............................................................................       36
     5.7.     Applicability of International Standby Practices and Uniform Customs........................       36
     5.8.     Letter of Credit Amounts....................................................................       36
     5.9.     Letters of Credit Issued for Subsidiaries...................................................       36
     5.10.    Letter of Credit Fee........................................................................       36

6.   CERTAIN GENERAL PROVISIONS...........................................................................       37
     6.1.     Fees........................................................................................       37
     6.2.     Funds for Payments..........................................................................       37
     6.3.     Computations................................................................................       39
     6.4.     Inability to Determine LIBOR Rate or Canadian LIBOR Rate....................................       39
     6.5.     Illegality..................................................................................       40
     6.6.     Additional Costs, Etc.......................................................................       40
     6.7.     Capital Adequacy............................................................................       41
     6.8.     Certificate.................................................................................       42
     6.9.     Indemnity...................................................................................       42
     6.10.    Interest After Default......................................................................       42
     6.11.    Replacement of Lenders......................................................................       43
     6.12.    Taxes.......................................................................................       43
     6.13.    Interest Limitation.........................................................................       44
     6.14.    Subordination Agreements of the Borrowers...................................................       45

7.   GUARANTY.............................................................................................       45
     7.1.     Guaranty....................................................................................       45
     7.2.     Guarantors Agreement to Pay Enforcement Costs, Etc..........................................       46
     7.3.     Effectiveness; Enforcement..................................................................       47
     7.4.     Waivers.....................................................................................       47
     7.5.     Expenses....................................................................................       47
     7.6.     Concerning Joint and Several Liability of the Guarantors....................................       47
     7.7.     Indemnity...................................................................................       50
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                               TABLE OF CONTENTS
                                  (continued)

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8.   REPRESENTATIONS AND WARRANTIES.......................................................................       50
     8.1.     Corporate Authority.........................................................................       51
     8.2.     Governmental Approvals......................................................................       51
     8.3.     Title to Properties; Leases.................................................................       51
     8.4.     Financial Statements and Projections........................................................       52
     8.5.     No Material Changes, Etc.; Solvency.........................................................       52
     8.6.     Franchises, Patents, Copyrights, Etc........................................................       53
     8.7.     Litigation..................................................................................       53
     8.8.     Compliance with Other Instruments, Laws, Etc................................................       53
     8.9.     Tax Status..................................................................................       53
     8.10.    No Event of Default.........................................................................       53
     8.11.    Holding Company and Investment Company Acts.................................................       53
     8.12.    Certain Transactions........................................................................       53
     8.13.    Employee Benefit Plans......................................................................       54
     8.14.    Use of Proceeds; Regulations U and X........................................................       55
     8.15.    Environmental Compliance....................................................................       55
     8.16.    Subsidiaries, Etc...........................................................................       57
     8.17.    Capitalization..............................................................................       57
     8.18.    Fiscal Year.................................................................................       57
     8.19.    Operation of Railroads......................................................................       57
     8.20.    Disclosure..................................................................................       57
     8.21.    No Withholding..............................................................................       57

9.   AFFIRMATIVE COVENANTS OF THE BORROWERS...............................................................       57
     9.1.     Punctual Payment............................................................................       57
     9.2.     Maintenance of Office.......................................................................       57
     9.3.     Records and Accounts........................................................................       58
     9.4.     Financial Statements, Certificates and Information..........................................       58
     9.5.     Notices.....................................................................................       59
     9.6.     Corporate Existence; Maintenance of Properties..............................................       60
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                                       iii

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                               TABLE OF CONTENTS
                                  (continued)

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     9.7.     Insurance...................................................................................       61
     9.8.     Taxes.......................................................................................       61
     9.9.     Inspection of Properties and Books, Etc.....................................................       61
     9.10.    Compliance with Laws, Contracts, Licenses, and Permits......................................       62
     9.11.    Employee Benefit Plans......................................................................       62
     9.12.    Use of Proceeds.............................................................................       62
     9.13.    Further Assurances..........................................................................       62
     9.14.    Additional Subsidiaries.....................................................................       63

10.  CERTAIN NEGATIVE COVENANTS OF THE BORROWERS..........................................................       63
     10.1.    Restrictions on Indebtedness................................................................       63
     10.2.    Restrictions on Liens.......................................................................       65
     10.3.    Restrictions on Investments.................................................................       66
     10.4.    Distribution and Restricted Payments........................................................       67
     10.5.    Merger, Permitted Acquisitions and Disposition of Assets....................................       67
     10.6.    Sale and Leaseback..........................................................................       69
     10.7.    Compliance with Environmental Laws..........................................................       69
     10.8.    Employee Benefit Plans......................................................................       69
     10.9.    Business Activities.........................................................................       70
     10.10.   Capitalization..............................................................................       70
     10.11.   Fiscal Year.................................................................................       70
     10.12.   Restrictions on Negative Pledges and Upstream Limitations...................................       70
     10.13.   Transactions with Affiliates................................................................       71
     10.14.   Modification of Certain Documents...........................................................       71

11.  FINANCIAL COVENANTS OF THE BORROWERS.................................................................       71
     11.1.    Funded Debt to EBITDAR Ratio................................................................       71
     11.2.    Interest Coverage...........................................................................       71
     11.3.    Consolidated Tangible Net Worth.............................................................       71
     11.4.    Capital Expenditures........................................................................       71
12.  CLOSING CONDITIONS...................................................................................       72
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                                       iv

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                               TABLE OF CONTENTS
                                  (continued)

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     12.1.    Loan Documents, etc.........................................................................       72
     12.2.    Certified Copies of Charter Documents; Good Standing Certificates...........................       72
     12.3.    Corporate or Other Action...................................................................       72
     12.4.    Incumbency Certificate......................................................................       72
     12.5.    Payoff and Termination of Liens.............................................................       72
     12.6.    Opinion of Counsel..........................................................................       72
     12.7.    Payment of Fees.............................................................................       73
     12.8.    Closing Certificate.........................................................................       73
     12.9.    Senior Notes................................................................................       73

13.  CONDITIONS TO ALL BORROWINGS.........................................................................       73
     13.1.    Representations True; No Event of Default...................................................       73
     13.2.    Documents...................................................................................       73

14.  EVENTS OF DEFAULT; ACCELERATION; ETC.................................................................       73
     14.1.    Events of Default and Acceleration..........................................................       73
     14.2.    Termination of Commitments..................................................................       76
     14.3.    Remedies....................................................................................       76

15.  SETOFF...............................................................................................       77

16.  THE ADMINISTRATIVE AGENT.............................................................................       77
     16.1.    Appointment and Authorization...............................................................       77
     16.2.    Rights as a Lender..........................................................................       78
     16.3.    Exculpatory Provisions......................................................................       78
     16.4.    Reliance by Administrative Agent............................................................       79
     16.5.    Delegation of Duties........................................................................       79
     16.6.    Resignation of Administrative Agent.........................................................       79
     16.7.    Non-Reliance on Administrative Agent and Other Lenders......................................       80
     16.8.    No Other Duties, Etc........................................................................       80
     16.9.    Closing Documentation, Etc..................................................................       80
     16.10.   Payments....................................................................................       81
     16.11.   Holders of Notes............................................................................       82
</TABLE>

                                        v

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                               TABLE OF CONTENTS
                                  (continued)

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     16.12.   Indemnity...................................................................................       82
     16.13.   Notification of Defaults and Events of Default..............................................       82

17.  EXPENSES.............................................................................................       82

18.  INDEMNIFICATION......................................................................................       83

19.  SURVIVAL OF COVENANTS, ETC...........................................................................       83

20.  SUCCESSORS AND ASSIGNS...............................................................................       84
     20.1.    General Conditions..........................................................................       84
     20.2.    Assignments.................................................................................       84
     20.3.    Register....................................................................................       85
     20.4.    Participations..............................................................................       85
     20.5.    Payments to Participants....................................................................       86
     20.6.    Miscellaneous Assignment Provisions.........................................................       86
     20.7.    Assignee or Participant Affiliated with the Borrowers.......................................       86
     20.8.    New Notes...................................................................................       87
     20.9.    Special Purpose Funding Vehicle.............................................................       87

21.  NOTICES, ETC.........................................................................................       88
     21.1.    Notices Generally...........................................................................       88
     21.2.    Electronic Communications...................................................................       88
     21.3.    Change of Address, Etc......................................................................       89
     21.4.    Reliance by Administrative Agent, Issuing Lender and Lenders................................       89

22.  GOVERNING LAW........................................................................................       89

23.  HEADINGS.............................................................................................       90

24.  COUNTERPARTS.........................................................................................       90

25.  ENTIRE AGREEMENT, ETC................................................................................       90

26.  WAIVER OF JURY TRIAL, ETC............................................................................       90

27.  CONSENTS, AMENDMENTS, WAIVERS, ETC...................................................................       90
     27.1.    Consents and Approvals......................................................................       90
     27.2.    Increase in Commitments or Addition of a New Term Loan......................................       92

28.  SEVERABILITY.........................................................................................       92
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                               TABLE OF CONTENTS
                                  (continued)

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29.  TRANSITIONAL ARRANGEMENTS............................................................................       92
     29.1.    Existing Credit Agreement Superseded........................................................       92
     29.2.    Return and Cancellation of Prior Notes......................................................       93
     29.3.    Interest and Fees under Superseded Agreement................................................       93

30.  TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY....................................................       93

31.  USA PATRIOT ACT......................................................................................       93
</TABLE>

                                      vii

<PAGE>

                             EXHIBITS AND SCHEDULES
<TABLE>
<S>                        <C>
Exhibit A                  Form of Revolving Credit Note
Exhibit B                  Form of Canadian Term Note
Exhibit C-1                Form of Revolving Credit Loan Request
Exhibit C-2                Form of Swingline Loan Request
Exhibit C-3                Form of Continuation Request
Exhibit D                  Form of Compliance Certificate
Exhibit E                  Form of Instrument of Adherence (Guaranty)
Exhibit F                  Form of Assignment and Assumption

Schedule I                 Guarantors
Schedule II                Lenders and Commitments
Schedule III               Existing Letters of Credit
Schedule 8.3               Titles to Properties; Leases
Schedule 8.7               Litigation
Schedule 8.12              Certain Transactions
Schedule 8.13              ERISA
Schedule 8.15              Environmental Compliance
Schedule 8.16(a)           Subsidiaries
Schedule 8.16(b)           Joint Ventures
Schedule 8.17              Capitalization
Schedule 8.19              Operating Locations
Schedule 9.7               Insurance
Schedule 10.1              Existing Indebtedness
Schedule 10.2              Existing Liens
Schedule 10.3              Existing Investments
Schedule 10.13             Transactions with Affiliates
</TABLE>

<PAGE>

                              AMENDED AND RESTATED

                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

      This AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
"Credit Agreement") is made as of November 12, 2004 by and among (a) GENESEE &
WYOMING INC., a Delaware corporation ("GWI" or the "US Borrower"), (b) QUEBEC
GATINEAU RAILWAY INC., a corporation constituted under the laws of Quebec,
Canada ("Quebec" or the "Canadian Borrower", collectively the US Borrower and
the Canadian Borrower, the "Borrowers"), (c) the Subsidiaries of the US Borrower
listed on Schedule I hereto and any other Person which may become a guarantor of
the Obligations in accordance with Sections 9.14 (the "US Guarantors"), (d)
GENESEE & WYOMING CANADA INC. ("GWCA"), MIRABEL RAILWAY INC. ("Mirabel"), HURON
CENTRAL RAILWAY INC. and ST. LAWRENCE & ATLANTIC RAILROAD (QUEBEC) INC. and any
other Person which may become a guarantor of the Canadian Obligations in
accordance with Sections 9.14 (thE "Canadian Guarantors"), (e) BANK OF AMERICA,
N.A., a national banking association and the other lending institutions listed
on Schedule II hereto, (f) BANK OF AMERICA, N.A., as administrative agent for
itself and such lending institutions (acting in such capacity, the
"Administrative Agent"), and (g) JPMorgan Chase Bank as syndication agent (the
"Syndication Agent").

      WHEREAS, pursuant to that certain Fourth Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of October 31, 2002 (as heretofore
amended, the "Existing Credit Agreement"), certain Lenders have made loans to
the US Borrower and the Canadian Borrower for the purposes described therein;
and

      WHEREAS, GWI has requested that the Lenders and the Administrative Agent
amend and restate the Existing Credit Agreement in its entirety to, among other
things:

      (a)   decrease the Total Commitment to $150,000,000;

      (b)   increase the Canadian Term Loan to $38,500,000 Canadian Dollars;

      (c)   convert the loans and letters of credit under the Existing Credit
Agreement into Loans and Letters of Credit hereunder;

      (d)   provide for release of the Collateral; and

      (e)   make certain other changes to the terms and provisions of the
Existing Credit Agreement.

      NOW THEREFORE, the Borrowers, the Guarantors, the Lenders and the
Administrative Agent hereby agree that, subject to Sections 29 hereof, the
Existing Credit Agreement (including all the schedules and exhibits thereto) is
hereby amended and restated in its entirety as set forth herein:

      1.    DEFINITIONS AND RULES OF INTERPRETATION.

            1.1.  DEFINITIONS. The following terms shall have the meanings set
      forth in this Sections.1 or elsewhere in the provisions of this Credit
      Agreement referred to below:

      Adjustment Date. Each April 1, June 1, September 1 and December 1 of each
calendar year.

      Administrative Agent. See preamble.

<PAGE>

      Administrative Agent's Office. The Administrative Agent's office located
at 100 Federal Street, Boston, Massachusetts 02110, or at such other location as
the Administrative Agent may designate from time to time.

      Administrative Agent's Special Counsel. Bingham McCutchen LLP or such
other counsel as may be approved by the Administrative Agent.

      Administrative Questionnaire. An Administrative Questionnaire in a form
supplied by the Administrative Agent.

      Affected Lender. See Sections 6.11.

      Affiliate. Any Person that would be considered to be an affiliate of
another Person under Rule 144(a) of the Rules and Regulations of the Securities
and Exchange Commission, as in effect on the date hereof, if such other Person
were issuing securities.

      Agents. Collectively, the Administrative Agent and the Syndication Agent.

      Agent's Fees. See Sections 6.1.1.

      Applicable Margin. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a "Rate
Adjustment Period"), the Applicable Margin shall be the applicable margin set
forth below with respect to the Funded Debt to EBITDAR Ratio, as determined for
the fiscal period of the Borrowers and their Restricted Subsidiaries ending
immediately prior to the applicable Rate Adjustment Period (except for any Rate
Adjustment Period beginning on April 1 of any calendar year for which the
Applicable Margin will be determined by reference to the Funded Debt to EBITDAR
Ratio for the fiscal period ending on the immediately preceding December 31).

<TABLE>
<CAPTION>
                                  Base Rate,          LIBOR Rate,
                                Canadian Base        Canadian LIBOR       Letter of
           Funded Debt to            Rate                  Rate             Credit
              EBITDAR             Applicable            Applicable        Applicable            Commitment
Level          Ratio               Margin                 Margin            Margin              Fee Rate
-----          -----               ------                ------            ------               --------
<S>       <C>                   <C>                  <C>                  <C>                   <C>
  I       Greater than or
          equal to 3.00 to
          1.00                      0.25%                1.500%             1.500%                0.350%

 II       Greater than or
          equal to 2.50 to
          1.00 but less
          than 3.00 to 1.00          0.0%                1.250%             1.250%                0.300%

III       Greater than or
          equal to 2.00 to
          1.00 but less
           than 2.50 to 1.00         0.0%                1.000%             1.000%                0.250%
</TABLE>

                                       2
<PAGE>
<TABLE>
<S>       <C>                   <C>                  <C>                  <C>                   <C>
 IV       Greater than or
          equal to 1.50 to
          1.00 but less
          than 2.00 to 1.00          0.0%                0.875%             0.875%               0.200%

 V        Less than 1.50 to
          1.00                       0.0%                0.750%             0.750%               0.175%
</TABLE>

Notwithstanding the foregoing, (a) during the period commencing on the Closing
Date through March 31, 2005, the Applicable Margin shall be no lower than the
Applicable Margin set forth for Level III above, and (b) if the Borrowers fail
to deliver any Compliance Certificate pursuant to Sections.9.4(c) hereof, then,
for the period commencing on the date such Compliance Certificate was due
pursuant to Sections.9.4(c) through the date such Compliance Certificate is
actually delivered to the Lenders, the Applicable Margin shall be the highest
Applicable Margin set forth above.

      Approved Fund. Any Fund that is administered or managed by (a) a Lender,
(b) a Lender Affiliate or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.

      Arranger. Banc of America Securities, Inc.

      Assignment and Assumption. An assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is
required by Sections 20.1), and accepted by the Administrative Agent, in
substantially the form of Exhibit F or any other form approved by the
Administrative Agent.

      Balance Sheet Date. December 31, 2003.

      Bank of America. Bank of America, N.A., a national banking association.

      Base Rate. For any day a fluctuating rate per annum equal to the higher of
(a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect
for such day as publicly announced from time to time by Bank of America as its
"prime rate." The "prime rate" is a rate set by Bank of America based upon
various factors including Bank of America's costs and desired return, general
economic conditions and other factors, and is used as a reference point for
pricing some loans, which may be priced at, above, or below such announced rate.
Any change in such rate announced by Bank of America shall take effect at the
opening of business on the day specified in the public announcement of such
change.

      Base Rate Loans. Revolving Credit Loans bearing interest calculated by
reference to the Base Rate.

      Borrowers. Collectively, the US Borrower and the Canadian Borrower, and
the term Borrower shall apply to each of them individually.

      Canadian Base Rate. The applicable per annum rate of interest quoted or
announced from time to time and charged by the Administrative Agent for
commercial loans made by it to third parties in Canada in Canadian Dollars, as
determined by the Administrative Agent based upon various factors including its
cost of funds and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans.

                                       3
<PAGE>

      Canadian Base Rate Loans. All or any portion of the Canadian Term Loan
bearing interest calculated by reference to the Canadian Base Rate.

      Canadian Borrower. See preamble.

      Canadian Business Day. Any day on which banking institutions in Montreal,
Quebec and Boston, Massachusetts are open for the transaction of banking
business, and also in the case of Canadian LIBOR Rate Loans, a day which is a
LIBOR Business Day.

      Canadian Counsel. Stikeman Elliott or such other counsel as may be
approved by the Administrative Agent.

      Canadian Dollar Equivalent. On any date of determination, with respect to
an amount denominated in Canadian Dollars, such amount of Canadian Dollars, and
with respect to an amount denominated in a currency other than Canadian Dollars,
the amount of Canadian Dollars (as conclusively ascertained by the
Administrative Agent absent manifest error) which could be purchased by the
Administrative Agent with that amount of such other currency at the spot rate of
exchange quoted by the Administrative Agent in the applicable foreign exchange
market on the date of determination for the purchase of Canadian Dollars with
such currency.

      Canadian Dollars or Cdn.$. Lawful currency of Canada.

      Canadian Guaranteed Obligations. See Sections 7.1.

      Canadian Guarantors. See preamble.

      Canadian LIBOR Rate. In respect of each Interest Period for a Canadian
LIBOR Rate Loan, means (a) the applicable Screen Rate for such Interest Period
or (b) if the applicable Screen Rate shall not be available, the rate per annum
determined by the Administrative Agent as the rate of interest at which deposits
in Canadian Dollars for delivery on the first day of such Interest Period in
Same Day Funds in the approximate amount of the Canadian LIBOR Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America's London Branch (or
other Bank of America branch or Affiliate) to major banks in the London or other
offshore interbank market for such currency at their request at approximately
11:00 a.m. (London time) two Canadian Business Days prior to the first day of
such Interest Period.

      Canadian LIBOR Rate Loans. All or any portion of the Canadian Term Loan
bearing interest calculated by reference to the Canadian LIBOR Rate.

      Canadian Obligations. All indebtedness, obligations and liabilities of
the Canadian Borrower to the Lenders and the Administrative Agent (a) under or
in respect of or in connection with the Canadian Term Loan and the Canadian Term
Notes and including any interest thereon or fees or expenses in respect thereof,
(b) under any Hedging Agreement between the Canadian Borrower and any Lender
(including the Swingline Lender and Issuing Lender) or any Lender Affiliate, and
(c) under any of the other Loan Documents to which the Canadian Borrower or the
Canadian Guarantors are a party.

      Canadian Plans. All the employee benefit, fringe benefit, supplemental
unemployment benefit, bonus, incentive, profit sharing, termination, change of
control, pension, retirement, stock option, stock purchase, stock appreciation,
health, welfare, medical, dental, disability, life insurance and similar plans,
programmes, arrangements or practices relating to the current or former
employees, officers or directors of the Canadian Borrower and the Canadian
Guarantors maintained, sponsored or funded by the Canadian

                                       4
<PAGE>

Borrower or the Canadian Guarantors (as the case may be), whether written or
oral, funded or unfunded, insured or self-insured, registered or unregistered.

      Canadian Term Loan. The term loan made by the Lenders in accordance with
their Commitment Percentages to the Canadian Borrower on the Closing Date
pursuant to Sections 3.1 in the principal amount of Cdn.$38,500,000.

      Canadian Term Notes. See Sections 3.2.

      Capital Assets. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and good will); provided that Capital Assets shall not
include any item customarily charged directly to expense or depreciated over a
useful life of twelve (12) months or less in accordance with GAAP.

      Capital Expenditures. Amounts paid or indebtedness incurred (without
duplication) by the Borrowers or their Restricted Subsidiaries in connection
with the purchase or lease by any of the Borrowers or any of their Restricted
Subsidiaries of Capital Assets that would be required to be capitalized and
shown on the balance sheet of such Person in accordance with GAAP, less amounts
reimbursed by third parties.

      Capital Stock. Any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

      Capitalized Leases. Leases under which any of the Borrowers or any of
their Restricted Subsidiaries is the lessee or obligor, the discounted future
rental payment obligations under which are required to be capitalized on the
balance sheet of the lessee or obligor in accordance with GAAP.

      Cash Collateral. Cash or deposit account balances pledged and deposited
with or delivered to the Administrative Agent, for the benefit of the Issuing
Lender and the Lenders which have Revolving Credit Loans pursuant to Sections 5,
as collateral for the Letter of Credit Obligations, pursuant to documentation in
form and substance reasonably satisfactory to the Administrative Agent and the
Issuing Lender (which documents are hereby consented to by the Lenders). Cash
Collateral shall be maintained in collateral accounts with the Administrative
Agent.

      Cash Equivalents. (a) Marketable direct obligations issued by, or
unconditionally guaranteed by, the United States government or the Canadian
government or issued by any agency thereof and backed by the full faith and
credit of the United States or Canada, in each case maturing within one year
from the date of acquisition; (b) certificates of deposit, time deposits,
eurodollar time deposits or overnight bank deposits having maturities of six
months or less from the date of acquisition issued by any Lender or by any
commercial bank organized under the laws of the United States or Canada or any
state or province thereof having combined capital and surplus of not less than
$500,000,000; (c) commercial paper of an issuer rated at least A-1 by Standard &
Poor's Ratings Services ("S&P") or P-1 by Moody's Investors Service, Inc.
("Moody's"), or carrying an equivalent rating by a nationally recognized rating
agency, if both of the two named rating agencies cease publishing ratings of
commercial paper issuers generally, and maturing within six months from the date
of acquisition; (d) repurchase obligations of any Lender or of any commercial
bank satisfying the requirements of clause (b) of this definition, having a term
of not more than 30 days, with respect to securities issued or fully guaranteed
or insured by the United States government or the Canadian government; (e)
securities with maturities of one year or less from the date of acquisition
issued or fully guaranteed by any state, province, commonwealth or territory of
the United States or Canada, by any political subdivision or taxing authority of
any such state, province,

      5
<PAGE>
commonwealth or territory or by any other foreign government, the securities of
which state, province, commonwealth, territory, political subdivision, taxing
authority or other foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six months or less
from the date of acquisition backed by standby letters of credit issued by any
Lender or any commercial bank satisfying the requirements of clause (b) of this
definition; (g) money market mutual or similar funds that invest in assets
satisfying the requirements of clauses (a) through (f) of this definition; or
(h) money market funds that (i) comply with the criteria set forth in SEC Rule
2a-7 under the Investment Company Act of 1940, as amended, (ii) are rated AAA by
S&P and Aaa by Moody's and (iii) have portfolio assets of at least
$5,000,000,000.

      Casualty Event. With respect to any property (including any interest in
property) of the Borrowers or any of their Subsidiaries, any loss of, damage to,
or condemnation or other taking of, such property for which such Borrower or
such Subsidiary receives insurance proceeds, proceeds of a condemnation award or
other compensation.

      CERCLA. See Section 8.15.

      CFCM. Compania de Ferrocarriles Chiapas-Mayab S.A. de C.V. a Mexican
corporation and an Unrestricted Subsidiary of GWI.

      Closing Date. The first date on which the conditions set forth in Sections
12 and 13 have been satisfied and any Loans are to be converted or made or any
Letters of Credit are to be converted or issued hereunder.

      Code. The Internal Revenue Code of 1986, as amended, together with any
regulations issued thereunder.

      Collateral. All of the property, rights and interests of the Borrowers and
their Restricted Subsidiaries that were subject to security interests granted
under or in connection with the Existing Credit Agreement.

      Commitment. With respect to each Lender, the amount set forth on Schedule
II hereto as the amount of such Lender's commitment to make Revolving Credit
Loans to, to participate in Swingline Loans to, and to participate in the
issuance and extension of Letters of Credit for the account of, the US Borrower,
as the same may be increased or reduced from time to time.

      Commitment Fee. See Section 2.2.

      Commitment Fee Rate. The Commitment Fee Rate set forth in accordance with
the definition of Applicable Margin hereof.

      Commitment Percentage. With respect to each Lender, the percentage set
forth next to such Lender's name on Schedule II hereto as such Lender's
percentage of the aggregate Commitments of all of the Lenders, and with respect
to the Canadian Term Loan, such Lender's percentage of the outstanding Canadian
Term Loan, as the same may be adjusted in accordance with Section 20.

      Compliance Certificate. See Section 9.4(c).

      Consolidated or consolidated. With reference to any term defined herein,
shall mean that term as applied to the accounts of the Borrowers and their
Restricted Subsidiaries, consolidated in accordance with GAAP.

                                       6
<PAGE>

      Consolidated EBITDA. For any fiscal period of the Borrowers and their
Restricted Subsidiaries, an amount equal to the sum of (a) Consolidated Net
Income for such fiscal period, plus in each case, to the extent deducted in
computing Consolidated Net Income and without duplication, (b) Consolidated
Total Interest Expense for such fiscal period, (c) income tax expense for such
fiscal period, (d) the aggregate amount of depreciation and amortization for
such fiscal period, and (e) all losses from the sale of assets of the Borrowers
and their Restricted Subsidiaries (except to the extent the losses from sales of
assets are related to sales of assets purchased during the fiscal period) minus
(f) to the extent included in computing Consolidated Net Income, all gains from
the sale of assets of the Borrowers and their Restricted Subsidiaries (except to
the extent the gains from sales of assets are related to sales of assets
purchased during the fiscal period).

      Consolidated EBITDAR. For any fiscal period of the Borrowers and their
Restricted Subsidiaries, an amount equal to the sum of (a) Consolidated EBITDA
for such fiscal period (which shall include EBITDA of the businesses acquired by
the Borrowers or any of their Restricted Subsidiaries through Permitted
Acquisitions during such fiscal period (each an "Acquired Business"), or the
Restricted Subsidiaries acquired or formed during such fiscal period (each a
"New Subsidiary"); in each case, on a pro forma basis in an amount such that the
actual EBITDA of such Acquired Business or New Subsidiary included in such
period plus the amount of pro forma EBITDA of such Acquired Business or New
Subsidiary included in such period (the "ProForma EBITDA") equals one year of
EBITDA credit; provided that, (i) such calculations shall be made with reference
to the audited financial statements of such Acquired Businesses or New
Subsidiaries for the most recent fiscal year ended of such Acquired Businesses
or New Subsidiaries and any unaudited quarterly statements which have been
received since the most recent fiscal year ended of such Acquired Business or
New Subsidiaries, or (ii) in the event that there are only unaudited financial
results or no financial results available with respect to such Acquired
Businesses or New Subsidiaries, such calculations shall be made with reference
to other acceptable financial statements or reasonable estimates of such past
performance made by the Borrowers based on existing data and other available
information, such financial statements or, as the case may be, estimates to be
agreed upon by the Borrowers and the Administrative Agent and, with respect to
Permitted Acquisitions for which the total consideration (other than
consideration in the form of Capital Stock of any Borrower or any Restricted
Subsidiary) therefor exceeds $75,000,000, the Required Lenders) plus (b) to the
extent deducted in computing Consolidated Net Income, all payments and rental
charges made by any of the Borrowers or any of their Restricted Subsidiaries
(including any Acquired Business or New Subsidiary) during such fiscal period in
respect to operating leases plus (c) expenses for such fiscal period with
respect to Permitted Acquisitions which are (i) discontinued upon the effective
date of Permitted Acquisition or within sixty days thereof, (ii) approved by the
Administrative Agent (which approval shall not be unreasonably withheld) and
(iii) otherwise consistent with Regulation S-X. By way of example only, ProForma
EBITDA of an Acquired Subsidiary or a New Subsidiary would be determined, at any
time during the first four fiscal quarters following a Permitted Acquisition or
the formation of a New Subsidiary, by multiplying (A) the annual pro forma
EBITDA of such Person determined at the time of such acquisition or formation by
(B) a fraction, the numerator of which equals 365 minus the number of days
elapsed from the closing date of such acquisition or formation to the applicable
date of determination, and the denominator of which equals 365.

      Consolidated Funded Debt. As at any date of determination, an amount equal
to the aggregate amount of Indebtedness of the Borrowers and their Restricted
Subsidiaries, determined on a consolidated basis, related to the borrowing of
money or the obtaining of credit (which the parties hereto agree for the
purposes of this definition does not include Indebtedness permitted under
Sections 10.1(b), (c), (d), (e), (h) and (j) hereof) whether absolute or
contingent, including, to the extent not included in such Indebtedness, the net
present value (using a discount rate of 8% per annum) of all operating leases
with a non-cancellable term of longer than one year and all Indebtedness
guaranteed by any of the Borrowers or any of their Restricted Subsidiaries.

                                       7
<PAGE>

      Consolidated Net Income. The consolidated net income of the Borrowers and
their Restricted Subsidiaries, after deduction of all expenses, taxes, and other
proper charges, determined in accordance with GAAP, after eliminating therefrom
all extraordinary nonrecurring items of income or loss; minus any equity in the
net income of (or plus any equity in the net loss of) any minority equity
investment of any Borrower or any Restricted Subsidiary in any Unrestricted
Subsidiary, plus cash dividends or similar cash Distributions paid to the
Borrowers or their Restricted Subsidiaries from any Unrestricted Subsidiary,
during the applicable period.

      Consolidated Tangible Net Worth. The excess of Consolidated Total Assets
over Consolidated Total Liabilities, and less the sum of:

      (a)   the total book value of all assets of the Borrowers and their
Restricted Subsidiaries properly classified as intangible assets under GAAP,
including such items as good will, the purchase price of acquired assets in
excess of the fair market value thereof, trademarks, trade names, service marks,
brand names, copyrights, patents and licenses, and rights with respect to the
foregoing; plus

      (b)   all amounts representing any write-up in the book value of any
assets of the Borrowers or their Restricted Subsidiaries resulting from a
revaluation thereof subsequent to the Balance Sheet Date; plus

      (c)   to the extent otherwise includable in the computation of
Consolidated Tangible Net Worth, any subscriptions receivable.

      Consolidated Total Assets. All assets ("consolidated balance sheet
assets") of the Borrowers and their Restricted Subsidiaries determined on a
consolidated basis in accordance with GAAP.

      Consolidated Total Interest Expense. For any period, the aggregate amount
of interest required to be paid or accrued by the Borrowers and their Restricted
Subsidiaries during such period on all Indebtedness of the Borrowers and their
Restricted Subsidiaries related to the borrowing of money or the obtaining of
credit outstanding during all or any part of such period, including payments
consisting of interest in respect of any Capitalized Lease and including
commitment fees, agency fees, facility fees, balance deficiency fees and similar
fees or expenses in connection with the borrowing of money (other than non-cash
interest or fees) solely to the extent that such fees are properly included as
interest expense in accordance with GAAP.

      Consolidated Total Liabilities. All liabilities of the Borrowers and their
Restricted Subsidiaries determined on a consolidated basis in accordance with
GAAP and classified as such on the consolidated balance sheet of the Borrowers
and their Restricted Subsidiaries.

      Continuation Request. A notice given by the Canadian Borrower to the
Administrative Agent of the Canadian Borrower's election to continue a Canadian
LIBOR Rate Loan in accordance with Section 3.5.

      Conversion Request. A notice given by the US Borrower to the
Administrative Agent of such Borrower's election to convert or continue a Loan
in accordance with Section 2.8.

      Credit Agreement. This Amended and Restated Revolving Credit and Term Loan
Agreement, as amended, modified or supplemented and in effect from time to time,
including the Schedules and Exhibits hereto.

      Creditors. See Section 7.7.

                                       8
<PAGE>

      Debtor Relief Laws. The Bankruptcy Code of the United States, and all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization,
or similar debtor relief Laws of the United States or other applicable
jurisdictions from time to time in effect and affecting the rights of creditors
generally.

      Default. See Section 14.1.

      Defaulting Lender. See Section 6.11.

      Delinquent Lender. See Section 16.10.3.

      Distribution. The declaration or payment of any dividend on or in respect
of any shares of any class of Capital Stock of any Person, other than dividends
payable solely in shares of common stock or similar non-preferred equity
interests of such Person; the purchase, redemption, or other retirement of any
shares of any class of Capital Stock of any Person, directly or indirectly
through a Subsidiary of such Person or otherwise; the return of capital by any
Person to its shareholders or equity holders as such; or any other distribution
on or in respect of any shares of any class of Capital Stock of any Person.

      Dollars or $. Dollars in lawful currency of the United States of America.

      Domestic Lending Office. Initially, the office of each Lender designated
as such in Schedule II hereto; thereafter, such other office of such Lender, if
any, located within the United States that will be making or maintaining Base
Rate Loans.

      Drawdown Date. The date on which any Loan is made or is to be made, and
the date on which all or any portion of any Loan is converted or continued in
accordance with Sections 2.8 or 3.5, as applicable.

      Eligible Assignee. Any of (a) a Lender, (b) a Lender Affiliate, and (c)
any other Person (other than a natural person) approved by (i) the
Administrative Agent and (ii) unless an Event of Default under Sections 14.1(a),
(b), (c) (with respect to compliance with the covenants set forth in Section 11
only), (g) or (h) has occurred and is continuing, the Borrowers (each such
approval not to be unreasonably withheld or delayed).

      Employee Benefit Plan. Any employee benefit plan within the meaning of
Section 3(3) of ERISA maintained or contributed to by the US Borrower or any
ERISA Affiliate, other than a Multiemployer Plan.

      Environmental Laws. See Section 8.15(a).

      EPA. See Section 8.15(b).

      ERISA. The Employee Retirement Income Security Act of 1974, as amended.

      ERISA Affiliate. Any Person which is treated as a single employer with the
US Borrower under Section 414(b), (c), (m) or (o) of the Code.

      ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of Section 4043 of ERISA and the regulations
promulgated thereunder as to which the requirement of notice has not been
waived.

                                       9
<PAGE>

      Eurocurrency Interbank Market. Any lawful recognized market in which
deposits of Dollars and Canadian Dollars are offered by international banking
units of United States banking institutions and by foreign banking institutions
to each other and in which foreign currency and exchange operations or
eurocurrency funding operations are customarily conducted.

      Eurocurrency Reserve Percentage. For any day during any Interest Period,
the reserve percentage (expressed as a decimal, carried out to five decimal
places) in effect on such day, whether or not applicable to any Lender, under
regulations issued from time to time by the Federal Reserve Board for
determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as "Eurocurrency liabilities"). The LIBOR Rate
for each outstanding LIBOR Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurocurrency Reserve Percentage.

      Event of Default. See Section 14.1.

      Excluded Taxes. With respect to the Administrative Agent, any Lender, or
any other recipient of any payment to be made by or on account of any obligation
of a Borrower hereunder or under any Loan Document, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, 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, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which a branch of any Lender is located and (c) in
the case of a Non-U.S. Lender (other than an assignee pursuant to a request by a
Borrower under Section 6.11), any withholding tax that is imposed on amounts
payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party
to this Credit Agreement or is attributable to such Non-U.S. Lender's failure or
inability to comply with Section 6.12(d), except to the extent that such
Non-U.S. Lender's assignor (if any) was entitled, at the time of assignment, to
receive additional amounts from a Borrower with respect to such withholding tax
pursuant to Section 6.12.

      Existing Credit Agreement. See preamble.

      Existing Letters of Credit. Those letters of credit issued by Fleet
National Bank for the account of the US Borrower or any of its Restricted
Subsidiaries prior to the Closing Date and listed on Schedule III hereto.

      Federal Funds Rate. For any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the US Business Day next
succeeding such day; provided that (a) if such day is not a US Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding US Business Day as so published on the next succeeding US
Business Day, and (b) if no such rate is so published on such next succeeding US
Business Day, the Federal Funds Rate for such day shall be the average rate
(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to
Bank of America on such day on such transactions as determined by the
Administrative Agent.

      Fee Letter. The fee letter dated as of September 29, 2004 among the
Administrative Agent, the Arranger and the Borrowers (the "Fee Letter").

      Financial Affiliate. A Subsidiary of the bank holding company controlling
any Lender, which Subsidiary is engaging in any of the activities permitted by
Section 4(e) of the Bank Holding Company Act of 1956 (12 U.S.C. Section 1843).

                                       10
<PAGE>

      FRA. The United States of America, represented by the Secretary of
Transportation acting through the Administrator of Federal Railroad
Administration or the Federal Railroad Administrator's designee.

      Fund. Any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

      Funded Debt to EBITDAR Ratio. At any date as of which such ratio shall be
determined, the ratio of (a) the aggregate outstanding amount of Consolidated
Funded Debt on such date to (b) Consolidated EBITDAR for the period of four
consecutive fiscal quarters most recently ended.

      GAAP or generally accepted accounting principles. (a) When used in Section
11 and in the calculation of the Funded Debt to EBITDAR Ratio, whether directly
or indirectly through reference to a capitalized term used therein, means (i)
principles that are consistent with the principles promulgated or adopted by the
Financial Accounting Standards Board and its predecessors, in effect for the
fiscal year ended on the Balance Sheet Date, and (ii) to the extent consistent
with such principles, the accounting practice of the Borrowers reflected in its
financial statements for the year ended on the Balance Sheet Date, and (b) when
used in general, other than as provided above, means principles that are (i)
consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, as in effect from time to time,
and (ii) consistently applied with past financial statements of the Borrowers
adopting the same principles.

      Governing Documents. With respect to any Person, its certificate or
articles of incorporation, its by-laws or, as the case may be, its certificate
of formation, its operating agreement or other constitutive documents and all
shareholder agreements, voting trusts and similar arrangements applicable to any
of its Capital Stock.

      Governmental Authority. Any foreign, federal, state, regional, local,
municipal or other government, or any department, commission, board, bureau,
agency, public authority or instrumentality thereof, or any court or arbitrator.

      Guaranteed Obligations. Collectively, the US Guaranteed Obligations and
the Canadian Guaranteed Obligations.

      Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the US Borrower
or any ERISA Affiliate the benefits of which are guaranteed on termination in
full or in part by the PBGC pursuant to Title IV of ERISA, other than a
Multiemployer Plan.

      Guarantors. Collectively, GWI, Quebec, the Canadian Guarantors and the US
Guarantors, each of which guaranty certain Obligations pursuant to Section 7
hereof, which Guarantors for avoidance of doubt, shall not include GWI Holdings
Pty. Limited, an Australian limited company.

      Guaranty. The guaranty of certain Obligations by each of the Guarantors
set forth in Section 7 of this Credit Agreement.

      GWCA. See preamble.

      GWCA Obligations. All obligations of GWCA to the Lenders and the
Administrative Agent (a) under or in respect of or in connection with GWCA's
guaranty of the Canadian Guaranteed Obligations

                                       11
<PAGE>

and including any interest thereon or fees in respect thereof and (b) all other
obligations of GWCA under the Loan Documents to which it is a party.

      GWI Holdings Pty. Limited. An Australian limited company and wholly owned
Subsidiary of GWI.

      GWI. See preamble.

      Hazardous Substances. See Section 8.15(b).

      Hedging Agreement. Any agreement, device or arrangement providing for
payments which are related to fluctuations of interest rates, exchange rates or
forward rates, including, but not limited to, dollar-denominated or
cross-currency interest rate agreements, forward currency exchange agreements,
interest rate cap or collar protection agreements, forward rate currency or
interest rate options, commodity swap agreements, commodity options, puts and
warrants.

      Huron. Huron Central Railway Inc., a corporation constituted under the
laws of Ontario, Canada.

      IFC. International Finance Corporation.

      IFC Documents. Collectively, (a) the Project Documents consisting of: (i)
Concession Agreement, (ii) Asset Purchase Agreement, (iii) Technical Assistance
Agreement, (iv) Security Trust Indenture, (v) Urgent Repairs Agreement, (vi)
Credit Line Agreement, and (vii) Intercompany Loan Agreement; and (b) the
Transaction Documents consisting of: (i) Investment Agreement (IFC loan
agreement), (ii) Financial Support Agreement; (iii) Security Documents; (iv)
Subscription Agreement; (v) Put Option Agreement;(vi) Debt Service Reserve
Account Agreement; (vii) Custodian Bank Agreement; (viii) Letters of Credit;
(ix) CFCM Guarantee; (x) GoM Letter; and (xi) Concession Termination
Compensation Assignment Agreement.

      Indebtedness. As to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

            (a)   every obligation of such Person for money borrowed,

            (b)   every obligation of such Person evidenced by bonds,
      debentures, notes or other similar instruments,

            (c)   every reimbursement obligation of such Person with respect to
      letters of credit, bankers' acceptances or similar facilities issued for
      the account of such Person,

            (d)   every obligation of such Person issued or assumed as the
      deferred purchase price of property or services (including securities
      repurchase agreements but excluding trade accounts payable or accrued
      liabilities arising in the ordinary course of business which are not more
      than 90 days overdue or which are being contested in good faith),

            (e)   every obligation of such Person under any Capitalized Lease,

            (f)   every obligation of such Person under any forward contract,
      futures contract, swap, option or other financing agreement or arrangement
      (including, without limitation, caps,

                                       12
<PAGE>

      floors, collars and similar agreements), the value of which is dependent
      upon interest rates, currency exchange rates, commodities or other indices
      (a "derivative contract"),

            (g)   every obligation in respect of Indebtedness of any other
      entity (including any partnership in which such Person is a general
      partner) to the extent that 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 the terms of such Indebtedness provide
      that such Person is not liable therefor and such terms are enforceable
      under applicable law,

            (h)   every obligation, contingent or otherwise, of such Person
      guarantying, or having the economic effect of guarantying or otherwise
      acting as surety for, any obligation of a type described in any of clauses
      (a) through (h) (the "primary obligation") of another Person (the "primary
      obligor"), in any manner, whether directly or indirectly, and including,
      without limitation, any obligation of such Person (i) to purchase or pay
      (or advance or supply funds for the purchase of) any security for the
      payment of such primary obligation, (ii) to purchase property, securities
      or services for the purpose of assuring the payment of such primary
      obligation, or (iii) to maintain working capital, equity capital or other
      financial statement condition or liquidity of the primary obligor so as to
      enable the primary obligor to pay such primary obligation.

      The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (t) any Indebtedness, issued at a price that is
less than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with GAAP, (u) any
Capitalized Lease shall be the principal component of the aggregate of the
rentals obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (v) any derivative contract
shall be the maximum amount of any termination or loss payment required to be
paid by such Person if such derivative contract were, at the time of
determination, to be terminated by reason of any event of default or early
termination event thereunder, whether or not such event of default or early
termination event has in fact occurred, and (w) any guaranty or other contingent
liability referred to in clause (h) shall be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such guaranty
or other contingent obligation is made 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.

      Indemnified Taxes. Taxes other than Excluded Taxes.

      Instrument of Adherence (Guaranty). See Section 9.14.

      Interest Payment Date. (a) As to any Base Rate Loan or Canadian Base Rate
Loan, the last day of the calendar quarter; (b) as to any LIBOR Rate Loan or
Canadian LIBOR Rate Loan in respect of which the Interest Period is (A) 3 months
or less, the last day of such Interest Period and (B) more than 3 months, the
date that is 3 months from the first day of such Interest Period and on the last
day of the Interest Period; and (c) with respect to any Swingline Loan, the day
that such Swingline Loan is required to be repaid.

      Interest Period. With respect to each Loan (a) initially, the period
commencing on the Drawdown Date of such Loan and ending on the last day of one
of the periods set forth below, as selected by a Borrower in a Loan Request or
resulting from a conversion under Sections 2.8 or 3.5 (i) for any Base Rate Loan
or Canadian Base Rate Loan, the last day of the calendar quarter; (ii) for any
LIBOR Rate Loan, 1, 2, 3 or 6 (or, if agreed to by all Lenders, 9 or 12) months;
and (iii) for any Canadian LIBOR Rate Loan, 1, 2, 3 or 6 (or, if agreed to by
all Lenders, 9 or 12) months; and (b) thereafter, each period commencing on the
last

                                       13
<PAGE>

day of the preceding Interest Period applicable to such Loan and ending on the
last day of one of the periods set forth above, as selected by the applicable
Borrower; provided that all of the foregoing provisions relating to Interest
Periods are subject to the following:

            (a)   if any Interest Period with respect to a LIBOR Rate Loan would
      otherwise end on a day that is not a LIBOR Business Day, that Interest
      Period shall be extended to the next succeeding LIBOR Business Day unless
      the result of such extension would be to carry such Interest Period into
      another calendar month, in which event such Interest Period shall end on
      the immediately preceding LIBOR Business Day;

            (b)   if any Interest Period with respect to a Base Rate Loan would
      end on a day that is not a US Business Day, that Interest Period shall end
      on the next succeeding US Business Day;

            (c)   if any Interest Period with respect to a Canadian LIBOR Rate
      Loan would end on a day that is not a Canadian Business Day or LIBOR
      Business Day, that Interest Period shall end on the next succeeding
      Canadian Business Day or LIBOR Business Day (as the case may be) unless
      the result of such extension would be to cause such Interest Period to be
      carried into its ninety-first (91st) day, in which event such Interest
      Period shall end on the immediately preceding Canadian Business Day or
      LIBOR Business Day (as the case may be);

            (d)   if the US Borrower shall fail to give notice as provided in
      Section 2.8, such Borrower shall be deemed to have requested a conversion
      of the affected LIBOR Rate Loan to a one month LIBOR Rate Loan and the
      continuance of all Base Rate Loans as Base Rate Loans on the last day of
      the then current Interest Period with respect thereto;

            (e)   if the Canadian Borrower shall fail to give notice as provided
      in Section 3.5, such Borrower shall be deemed to have requested a
      conversion of the affected Canadian LIBOR Rate Loan to a 30-day Canadian
      LIBOR Rate Loan on the last day of the then current Interest Period with
      respect thereto;

            (f)   any Interest Period relating to any LIBOR Rate Loan that
      begins on the last LIBOR Business Day of a calendar month (or on a day for
      which there is no numerically corresponding day in the calendar month at
      the end of such Interest Period) shall end on the last LIBOR Business Day
      of a calendar month;

            (g)   any Interest Period that would otherwise extend beyond the
      Maturity Date shall end on the Maturity Date; and

            (h)   interest shall accrue for the first day of each Interest
      Period and each day thereafter up to but (provided that interest is timely
      paid) not including the last day of such Interest Period.

      International Standby Practices. With respect to any standby Letter of
Credit, International Standby Practices (ISP98) as promulgated by the Institute
of International Banking Law & Practice, Inc., or any successor code of standby
letter of credit practices among banks adopted by the Issuing Lender in the
ordinary course of its business as a standby letter of credit issuer and in
effect at the time of issuance of such Letter of Credit.

      Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to (other
than dispositions of property permitted by Section 10.5.3), or in respect of any
guaranties (or

                                       14
<PAGE>

other commitments as described under Indebtedness), or obligations of, any
Person. In determining the aggregate amount of Investments outstanding at any
particular time: (a) the amount of any Investment represented by a guaranty
shall be taken at not less than the principal amount of the obligations
guaranteed and still outstanding; (b) there shall be included as an Investment
all interest accrued with respect to Indebtedness constituting an Investment
unless and until such interest is paid; (c) there shall be deducted in respect
of each such Investment any amount received as a return of capital (but only by
repurchase, redemption, retirement, repayment, liquidating dividend or
liquidating distribution); (d) without duplication there shall be deducted in
respect of any Investment any amounts received as cash earnings on such
Investment, whether as dividends, interest or otherwise; and (e) there shall not
be deducted from the aggregate amount of Investments any decrease in the value
thereof.

      Issuer Document. With respect to any Letter of Credit, the Letter of
Credit Application, and any other document, agreement and instrument entered
into by the Issuing Lender and US Borrower (or any Subsidiary) or in favor of
the Issuing Lender and relating to any such Letter of Credit.

      Issuing Lender. Bank of America, in its capacity as issuer of Letters of
Credit pursuant to Section 5, or any other Lender selected by the Administrative
Agent to issue such Letter of Credit with the consent of the Borrowers and such
Lender.

      Lender Affiliate. With respect to any Lender, (a) an Affiliate of such
Lender or (b) any Approved Fund.

      Lenders. The Lenders listed on Schedule II, acting in their role as makers
of the Revolving Credit Loans and Canadian Term Loan and any other Person who
becomes an assignee of any rights and obligations of a Lender pursuant to
Section 20. Unless the context otherwise requires, the term "Lenders" includes
the Swingline Lender and the Issuing Lender.

      Letter of Credit. See Section 5.1.1.

      Letter of Credit Application. See Section 5.1.1.

      Letter of Credit Borrowing. An extension of credit resulting from a
drawing under any Letter of Credit which has not been reimbursed on the date
when made or refinanced as a Revolving Credit Loan.

      Letter of Credit Expiration Date. The day that is seven days prior to the
Maturity Date (or, if such day is not a US Business Day, the next preceding US
Business Day).

      Letter of Credit Fee. See Section 5.10.

      Letter of Credit Obligations. As of any date, the sum of the Maximum
Drawing Amount as of such date and all Unpaid Reimbursement Obligations as of
such date. For purposes of computing the amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 5.8. For all purposes of this Credit Agreement, if on
any date of determination a Letter of Credit has expired by its terms but any
amount may still be drawn thereunder by reason of the operation of Rule 3.14 of
the International Standby Practices, such Letter of Credit shall be deemed to be
"outstanding" in the amount so remaining available to be drawn.

      Letter of Credit Participation. See Section 5.1.4.

                                       15
<PAGE>

      LIBOR Business Day. Any day on which commercial banks are open for
international business (including dealings in Dollar and Canadian Dollar
deposits) in London or such other eurodollar interbank market as may be selected
by the Administrative Agent in its sole discretion acting in good faith.

      LIBOR Lending Office. Initially, the office of each Lender designated as
such in Schedule II hereto; thereafter, such other office of such Lender, if
any, that shall be making or maintaining LIBOR Rate Loans.

      LIBOR Rate Loans. Revolving Credit Loans bearing interest calculated by
reference to the LIBOR Rate.

      LIBOR Rate. For any Interest Period with respect to a LIBOR Rate Loan, a
rate per annum determined by the Administrative Agent pursuant to the following
formula:

                                                     LIBOR Rate
                     LIBOR Base Rate = --------------------------------------
                                       1.00 - Eurocurrency Reserve Percentage

      Where,

      "LIBOR Base Rate" means, for such Interest Period:

      (a)   the applicable Screen Rate for such Interest Period; or

      (b)   if the applicable Screen Rate shall not be available, the rate per
annum determined by the Administrative Agent as the rate of interest at which
deposits in the relevant currency for delivery on the first day of such Interest
Period in Same Day Funds in the approximate amount of the LIBOR Rate Loan being
made, continued or converted by Bank of America and with a term equivalent to
such Interest Period would be offered by Bank of America's London Branch (or
other Bank of America branch or Affiliate) to major banks in the London or other
offshore interbank market for such currency at their request at approximately
4:00 p.m. (London time) two LIBOR Business Days prior to the first day of such
Interest Period.

      Lien. Any mortgage, deed of trust, security interest, pledge,
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise), or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement, any Capitalized Lease, or any financing lease
involving substantially the same economic effect as any of the foregoing).

      Loan Documents. Collectively, this Credit Agreement, the Notes, the Letter
of Credit Applications, the Letters of Credit, the Fee Letter and any
Instruments of Adherence executed in connection herewith.

      Loan Requests. Any Revolving Credit Loan or Swingline Loan Request.

      Loans. Collectively, the Revolving Credit Loans, the Swingline Loans, and
the Canadian Term Loan.

      Material Adverse Effect. With respect to any event or occurrence of
whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding):

                                       16
<PAGE>

      (a)   a material adverse effect on the business, properties, financial
condition, assets, operations or income of the Borrowers and their Restricted
Subsidiaries, taken as a whole; or

      (b)   a material adverse effect on the rights, remedies or benefits
available to the Administrative Agent or any Lender under any Loan Document.

      Maturity Date. November 12, 2009, or such earlier date as the Obligations
become due and payable pursuant to the terms of this Credit Agreement.

      Maximum Drawing Amount. The sum of the maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
aggregate amount may be reduced from time to time pursuant to the terms of the
Letters of Credit.

      Mirabel. See preamble.

      Moody's. Moody's Investors Services, Inc.

      Multiemployer Plan. Any multiemployer plan within the meaning of Section
3(37) of ERISA maintained or contributed to by the US Borrower or any ERISA
Affiliate.

      Net Cash Proceeds. With respect to any sale or other disposition of any
assets of either Borrower or any of their Restricted Subsidiaries, or the
issuance and sale of equity securities or debt of either Borrower or any of
their Restricted Subsidiaries, or any Casualty Event, the gross consideration
received by either Borrower or any of their Restricted Subsidiaries (in cash)
from such sale, disposition, equity or debt issuance, net of commissions,
customary direct sales costs, normal closing adjustments, the amount used to
permanently repay any Indebtedness permitted by Section 10.1 (other than
Indebtedness under this Credit Agreement) secured by such assets, income taxes
attributable to such sale or disposition and professional fees and expenses
incurred directly in connection therewith, to the extent the foregoing are
actually paid in connection with such sale or disposition or equity or debt
issuance.

      Non-U.S. Lender. See Section 6.12(d).

      Note Record. The grid attached to a Note, or the continuation of such
grid, or any other similar record, including computer records, maintained by any
Lender with respect to any Loan referred to in such Note.

      Notes. Collectively, the Revolving Credit Notes and the Canadian Term
Notes.

      Obligations. Collectively, the US Obligations and the Canadian
Obligations.

      Other Taxes. See Section 6.12(b).

      Outstanding or outstanding. With respect to the Loans, the aggregate
unpaid principal thereof as of the date of determination.

      Participant. See Section 20.4.

      Payment Event of Default. See Section 6.10.

      PBGC. The Pension Benefit Guaranty Corporation created by Section 4002 of
ERISA and any successor entity or entities having similar responsibilities.

                                       17
<PAGE>

      Permitted Acquisition(s). See Section 10.5.2.

      Permitted Liens. Liens permitted by Section 10.2.

      Person. Any individual, corporation, limited liability company,
partnership, limited liability partnership, trust, unincorporated association,
business, or other legal entity, and any government or any governmental agency
or political subdivision thereof.

      Purchase Price. With respect to any Permitted Acquisition, all
consideration (other than consideration in the form of Capital Stock of any
Borrower or any Restricted Subsidiary) payable by any of the Borrowers or any of
their Restricted Subsidiaries in connection with such Permitted Acquisition,
including, without limitation, cash payments, the principal amount of any
promissory notes issued by any of the Borrowers or any of their Restricted
Subsidiaries, any amounts payable by any of the Borrowers or any of their
Restricted Subsidiaries in consideration for any non-compete covenant, deferred
purchase price, earn-out or similar payment and the amount of any Indebtedness
assumed by any of the Borrowers or any of their Restricted Subsidiaries.

      Quebec. See preamble.

      Rate Adjustment Period. See the definition of Applicable Margin.

      Real Estate. All real property at any time owned or leased (as lessee or
sublessee) by any of the Borrowers or any of their Restricted Subsidiaries.

      Register. See Section 20.3.

      Reimbursement Obligation. The US Borrower's obligation to reimburse the
Issuing Lender and the Lenders on account of any drawing under any Letter of
Credit as provided in Section 5.2.

      Regulation S-X. Regulation S-X as defined and promulgated by the United
States Securities and Exchange Commission.

      Related Parties. With respect to any specified Person, such Person's
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Person's Affiliates.

      Replacement Lender. See Section 6.11.

      Replacement Notice. See Section 6.11.

      Required Lenders. As of any date, any two or more Lenders holding more
than fifty percent (50%) of the principal amount of the Loans on such date
(including the unfunded portion of the Commitments); and if no such principal is
outstanding, the Lenders whose aggregate Commitments constitute more than fifty
percent (50%) of the Total Commitment.

      Restricted Payments. In relation to the Borrowers and their Restricted
Subsidiaries, any (a) Distribution or (b) derivatives or other transactions with
any financial institution, commodities or stock exchange or clearinghouse (a
"Derivatives Counterparty") obligating the Borrowers or any Restricted
Subsidiary to make payments to such Derivatives Counterparty as a result of any
change in market value of any Capital Stock of the Borrowers or such Restricted
Subsidiary.

                                       18
<PAGE>

      Restricted Subsidiaries. Any Subsidiary which is not an Unrestricted
Subsidiary. The Borrowers shall not have the right to change the status of a US
or Canadian Unrestricted Subsidiary to a Restricted Subsidiary unless (a) such
US or Canadian Unrestricted Subsidiary becomes a Guarantor hereunder or (b) such
US or Canadian Unrestricted Subsidiary would fit within the exception set forth
in the last sentence of Section 9.14. The Borrowers shall not have the right to
change the status of a Restricted Subsidiary to an Unrestricted Subsidiary
without the consent of the Required Lenders.

      Revolving Credit Loans. The revolving credit loans to be made by the
Lenders to the US Borrower pursuant to Section 2.1 hereof.

      Revolving Credit Loan Request. See Section 2.6.

      Revolving Credit Notes. See Section 2.4.

      Same Day Funds. With respect to disbursement and payments (a) in Dollars,
immediately available funds, and (b) in Canadian Dollars, same day or other
funds as may be determined by the Administrative Agent or the Issuing Lender, as
the case may be, to be customary in the place of disbursement or payment for the
settlement of international banking transactions in Canadian Dollars.

      Screen Rate. For any Interest Period:

      (a)   the rate per annum equal to the rate determined by the
Administrative Agent to be the offered rate that appears on the page of the
Telerate screen (or any successor thereto) that displays an average British
Bankers Association Interest Settlement Rate for deposits in the relevant
currency (for delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately 11:00 a.m.
(London time) two LIBOR Business Days prior to the first day of such Interest
Period; or

      (b)   if the rate referenced in the preceding clause (a) does not appear
on such page or service or such page or service shall cease to be available, the
rate per annum equal to the rate determined by the Administrative Agent to be
the offered rate on such other page or other service that displays an average
British Bankers Association Interest Settlement Rate for deposits in the
relevant currency (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period, determined as of approximately 11:00
a.m. (London time) two LIBOR Business Days prior to the first day of such
Interest Period.

      Senior Notes. The 4.85% Series 2004-A notes issued by GWI pursuant to the
Note Purchase Agreement dated as of November 12, 2004 (the "NPA") in a principal
amount not to exceed $75,000,000.

      Solvent. See Section 8.5.2.

      S&P. Standard & Poor's Ratings Group.

      St. Lawrence & Atlantic Railroad (Quebec) Inc. A company existing under
the laws of the Province of Quebec, Canada.

      STB. The Surface Transportation Board (the entity which succeeded to the
function and duties of the Interstate Commerce Commission) or any governmental
authority(ies) which succeeds to the function or duties of the Surface
Transportation Board or any portion thereof.

                                       19
<PAGE>

      Subsidiary. Any corporation, association, trust, or other business entity
of which the designated parent shall at any time own directly or indirectly
through a Subsidiary or Subsidiaries at least a majority (by number of votes) of
the outstanding Voting Stock.

      Swingline Lender. Bank of America in its capacity as lender of Swingline
Loans hereunder.

      Swingline Loan. Any loan made by the Swingline Lender to the US Borrower
pursuant to Section 2.7.1 hereof.

      Swingline Expiry Date. The date which is five (5) US Business Days prior
to the Maturity Date.

      Swingline Exposure. At any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender
at any time shall be its Commitment Percentage of the total Swingline Exposure
at such time.

      Swingline Loan Request. See Section 2.7.2.

      Swingline Sublimit. $15,000,000.

      Syndication Agent. See preamble.

      Taxes. Any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any foreign, federal, state,
regional, local, municipal or other government, or any department, commission,
board, bureau, agency, public authority or instrumentality thereof, or any court
or arbitrator.

      Total Commitment. The sum of the Commitments of the Lenders, as in effect
from time to time.

      Total Revolver Exposure. At any time, the sum of the outstanding Revolving
Credit Loans, Letter of Credit Obligations and Swingline
Loans.

      Type. As to any Revolving Credit Loan, its nature as a Base Rate Loan or a
LIBOR Rate Loan.

      Uniform Customs. With respect to any Letter of Credit, the Uniform Customs
and Practice for Documentary Credits (1993 Revision), International Chamber of
Commerce Publication No. 500 or any successor version thereto adopted by the
Issuing Lender in the ordinary course of its business as a letter of credit
issuer and in effect at the time of issuance of such Letter of Credit.

      Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which
the US Borrower does not reimburse the Issuing Lender and the Lenders on the
date specified in, and in accordance with, Section 5.2.

      Unrestricted Subsidiaries. The Subsidiaries of the Borrowers as reflected
in Schedule 8.16 hereto. The Borrowers shall not have the right to change the
status of an Unrestricted Subsidiary to a Restricted Subsidiary unless such
Subsidiary (a) is a US or Canadian Subsidiary of a Borrower or Restricted
Subsidiary and (b) (i) shall become a Guarantor hereunder or (ii) fits within
the exception set forth in the last sentence of Section 9.14.

      US Borrower. See preamble.

                                       20
<PAGE>

      US Business Day. Any day on which banking institutions in Boston,
Massachusetts and New York, New York, are open for the transaction of banking
business and, in the case of LIBOR Rate Loans, also a day which is a LIBOR
Business Day.

      US Guaranteed Obligations. See Section 7.1.

      US Guarantors. See preamble.

      US Obligations. All indebtedness, obligations and liabilities of the US
Borrower to the Lenders (including the Swingline Lender and the Issuing Lender)
and the Administrative Agent individually or collectively existing on the date
of this Credit Agreement or arising thereafter (a) under or in respect of or in
connection with any of the Revolving Credit Notes, Letters of Credit or Letter
of Credit Applications, or Revolving Credit Loans or Swingline Loans made, or
Reimbursement Obligations incurred and including any interest thereon,
Commitment Fees or other fees or expenses in respect thereof, (b) under any
Hedging Agreement between the US Borrower and any Lender (including the
Swingline Lender and the Issuing Lender) or any Lender Affiliate, and (c) all
other obligations under the Loan Documents.

      Voting Stock. Stock or similar interests, of any class or classes (however
designated), the holders of which are at the time entitled, as such holders, to
vote for the election of a majority of the directors (or persons performing
similar functions) of the corporation, association, trust or other business
entity involved, whether or not the right so to vote exists by reason of the
happening of a contingency.

            1.2.  RULES OF INTERPRETATION.

            (a)   A reference to any document or agreement shall include such
      document or agreement as amended, modified or supplemented from time to
      time in accordance with its terms and the terms of this Credit Agreement.

            (b)   The singular includes the plural and the plural includes the
      singular.

            (c)   A reference to any law includes any amendment or modification
      to such law.

            (d)   A reference to any Person includes its permitted successors
      and permitted assigns.

            (e)   Accounting terms not otherwise defined herein have the
      meanings assigned to them by generally accepted accounting principles
      applied on a consistent basis by the accounting entity to which they
      refer.

            (f)   The words "include", "includes" and "including" are not
      limiting.

            (g)   All terms not specifically defined herein or by generally
      accepted accounting principles, which terms are defined in the Uniform
      Commercial Code as in effect in the State of New York, have the meanings
      assigned to them therein, with the term "instrument" being that defined
      under Article 9 of the Uniform Commercial Code.

            (h)   Reference to a particular "Section" refers to that section of
      this Credit Agreement unless otherwise indicated.

                                       21
<PAGE>

            (i)   The words "herein", "hereof", "hereunder" and words of like
      import shall refer to this Credit Agreement as a whole and not to any
      particular section or subdivision of this Credit Agreement.

            (j)   Unless otherwise expressly indicated, in the computation of
      periods of time from a specified date to a later specified date, the word
      "from" means "from and including," the words "to" and "until" each mean
      "to but excluding," and the word "through" means "to and including."

            (k)   This Credit Agreement and the other Loan Documents may use
      several different limitations, tests or measurements to regulate the same
      or similar matters. All such limitations, tests and measurements are,
      however, cumulative and are to be performed in accordance with the terms
      thereof.

            (l)   This Credit Agreement and the other Loan Documents are the
      result of negotiation among, and have been reviewed by counsel to, among
      others, the Administrative Agent and the Borrowers and are the product of
      discussions and negotiations among all parties. Accordingly, this Credit
      Agreement and the other Loan Documents are not intended to be construed
      against any party merely on account of such party's involvement in the
      preparation of such documents.

      2.    THE REVOLVING CREDIT FACILITIES.

            2.1.  COMMITMENT TO LEND. Subject to the terms and conditions set
      forth in this Credit Agreement, each of the Lenders severally agrees (a)
      on the Closing Date, to convert the revolving credit loans and letters of
      credit outstanding under the Existing Credit Agreement, if any, to
      Revolving Credit Loans and Letters of Credit under this Credit Agreement
      and (b) to lend to the US Borrower and the US Borrower may borrow, repay,
      and reborrow from time to time between the Closing Date and the Maturity
      Date upon notice by the US Borrower to the Administrative Agent given in
      accordance with Section 2.6, such sums as are requested by the US Borrower
      up to a maximum aggregate principal amount outstanding (after giving
      effect to all amounts requested) at any one time equal to such Lender's
      Commitment (as such Commitment has been deemed to be reduced by such
      Lender's Swingline Exposure), minus the amount of such Lender's Commitment
      Percentage of the Letter of Credit Obligations; provided, that the Total
      Revolver Exposure (after giving effect to all amounts requested) does not
      exceed the Total Commitment. The Revolving Credit Loans shall be made pro
      rata in accordance with each Lender's Commitment Percentage. Each request
      for a Revolving Credit Loan hereunder shall constitute a representation
      and warranty by the US Borrower that the conditions set forth in Section
      12 and Section 13 hereof, in the case of the initial Revolving Credit
      Loans to be made on the Closing Date, and Section 13 hereof, in the case
      of all other Revolving Credit Loans, have been satisfied on the date of
      such request.

            2.2.  COMMITMENT FEE. The US Borrower hereby agrees to pay to the
      Administrative Agent for the accounts of the Lenders in accordance with
      their respective Commitment Percentages, a commitment fee (the "Commitment
      Fee") at the applicable Commitment Fee Rate per annum on the actual daily
      amount during each calendar quarter or portion thereof from the Closing
      Date to the Maturity Date by which the Total Commitment exceeds the sum of
      the outstanding Revolving Credit Loans and the Letter of Credit
      Obligations. The Commitment Fees shall be payable quarterly in arrears
      within three days of the last day of each calendar quarter for the
      immediately preceding calendar quarter commencing on the first such date
      following the Closing Date, with a final payment on the Maturity Date or
      any earlier date on which the applicable Commitments shall terminate.

                                       22
<PAGE>

            2.3.  REDUCTION OF COMMITMENTS.

      The US Borrower shall have the right at any time and from time to time
upon three (3) US Business Days prior written notice to the Administrative Agent
to reduce by $5,000,000 or a whole multiple of $1,000,000 in excess thereof or
to terminate entirely the Total Commitment, whereupon the Commitments of the
Lenders shall be reduced pro rata in accordance with their respective Commitment
Percentages of the amount specified in such notice or, as the case may be,
terminated. Promptly after receiving any notice of the US Borrower delivered
pursuant to this Section 2.3, the Administrative Agent will notify the Lenders
of the substance thereof. No reduction or termination of the Commitments may be
reinstated.

            2.4.  THE REVOLVING CREDIT NOTES. The Revolving Credit Loans shall
      be evidenced by separate promissory notes of the US Borrower in
      substantially the form of Exhibit A hereto (each a "Revolving Credit
      Note"), dated as of the Closing Date (or other such date on which a Lender
      may become a party hereto in accordance with Section 20 hereof) and
      completed with appropriate insertions. One Revolving Credit Note shall be
      payable to the order of each Lender in a principal amount equal to such
      Lender's Commitment on the Closing Date. The US Borrower irrevocably
      authorizes each Lender to make or cause to be made, at or about the time
      of the Drawdown Date of any Revolving Credit Loan or at the time of
      receipt of any payment of principal on such Lender's Revolving Credit
      Notes, an appropriate notation on such Lender's Note Record reflecting the
      making of such Revolving Credit Loan or (as the case may be) the receipt
      of such payment. The outstanding amount of the Revolving Credit Loans set
      forth on such Lender's Note Record shall be prima facie evidence of the
      principal amount thereof owing and unpaid to such Lender, but the failure
      to record, or any error in so recording, any such amount on such Lender's
      Note Record shall not limit or otherwise affect the obligations of the US
      Borrower hereunder or under any Revolving Credit Notes to make payments of
      principal of or interest on any Revolving Credit Notes when due.

            2.5.  INTEREST ON REVOLVING CREDIT LOANS. Except as otherwise
      provided in Section 6.10:

            (a)   Each Revolving Credit Loan shall bear interest for the period
      commencing with the Drawdown Date thereof and ending on the last day of
      the Interest Period with respect thereto at a rate per annum equal to (i)
      the Base Rate plus the Applicable Margin with respect to Base Rate Loans
      as in effect from time to time or (ii) the LIBOR Rate determined for such
      Interest Period plus the Applicable Margin with respect to LIBOR Rate
      Loans as in effect from time to time.

            (b)   The US Borrower promises to pay interest on the outstanding
      amount of its Revolving Credit Loans on each Interest Payment Date with
      respect thereto.

            2.6.  REQUESTS FOR REVOLVING CREDIT LOANS. The US Borrower shall
      give to the Administrative Agent written notice in the form of Exhibit C-1
      hereto (or telephonic notice confirmed in a writing in the form of Exhibit
      C-1 hereto) of each Revolving Credit Loan requested hereunder (a
      "Revolving Credit Loan Request") not later than (a) one (1) US Business
      Day prior to any Drawdown Date of any Base Rate Loan or (b) three (3)
      LIBOR Business Days prior to any Drawdown Date of any LIBOR Rate Loan.
      Each such notice shall specify (i) the principal amount of the Revolving
      Credit Loan requested, (ii) the proposed Drawdown Date of such Revolving
      Credit Loan, (iii) the Interest Period for such Revolving Credit Loan, and
      (iv) the Type of such Revolving Credit Loan. Promptly upon receipt of any
      such notice, the Administrative Agent shall notify each of the Lenders
      thereof. Each such notice shall be irrevocable and binding on the US
      Borrower and shall obligate the US Borrower to accept the

                                       23
<PAGE>

      requested Revolving Credit Loan on the proposed Drawdown Date thereof.
      Each Revolving Credit Loan Request shall be in a minimum aggregate amount
      of $500,000 or an integral multiple thereof.

            2.7.  THE SWINGLINE.

            2.7.1. SWINGLINE LOANS. Subject to the terms and conditions
      hereinafter set forth, upon notice by the US Borrower made to the
      Swingline Lender in accordance with Section 2.7.2 hereof, the Swingline
      Lender agrees to lend to the US Borrower Swingline Loans on any US
      Business Day prior to the Swingline Expiry Date in an aggregate principal
      amount not to exceed the Swingline Sublimit. Each Swingline Loan shall be
      in a minimum amount equal to $500,000 or a multiple of $100,000 in excess
      thereof. Notwithstanding any other provisions of this Credit Agreement and
      in addition to the limit set forth above, at no time shall the Total
      Revolver Exposure exceed the Total Commitment at such time. The Swingline
      Loans are being made for the administrative convenience of the US
      Borrower, the Swingline Lender and the Lenders. Notwithstanding any other
      provisions of this Credit Agreement, the Swingline Lender shall not
      advance any Swingline Loans after it has received notice from any Lender
      or the Administrative Agent that a Default or Event of Default has
      occurred and is continuing and stating that no new Swingline Loans are to
      be made until such Default or Event of Default has been cured or waived in
      accordance with the provisions of this Credit Agreement. The Swingline
      Lender shall not be obligated to make any Swingline Loans at any time when
      any Lender is a Delinquent Lender unless the Swingline Lender has entered
      into arrangements satisfactory to it to eliminate the Swingline Lender's
      risk with respect to such Delinquent Lender, including by cash
      collateralizing such Delinquent Lender's Commitment Percentage of the
      outstanding Swingline Loans and any such additional Swingline Loans to be
      made. Within the foregoing limits and subject to the terms and conditions
      set forth herein, the US Borrower may borrow, prepay and reborrow
      Swingline Loans.

            2.7.2. REQUEST FOR SWINGLINE LOANS. To request a Swingline Loan, the
      US Borrower shall send to the Administrative Agent and the Swingline
      Lender written notice in the form of Exhibit C-2 hereto (or telephonic
      notice confirmed in a writing in the form of Exhibit C-2 hereto) of each
      Swingline Loan requested hereunder (a "Swingline Loan Request") not later
      than 1:00 p.m. (Eastern time) on the proposed Drawdown Date of any
      Swingline Loan. Each such Swingline Loan Request shall set forth the
      principal amount of the proposed Swingline Loan and the Drawdown Date of
      such Swingline Loan. Each Swingline Loan Request shall be irrevocable and
      binding on the US Borrower and shall obligate the US Borrower to borrow
      the Swingline Loan from the Swingline Lender on the proposed Drawdown Date
      thereof. The Administrative Agent will promptly advise the Swingline
      Lender of any such notice received from the US Borrower. Upon satisfaction
      of the applicable conditions set forth in this Credit Agreement, on the
      proposed Drawdown Date the Swingline Lender shall make the Swingline Loan
      available to the US Borrower no later than 3:00 p.m. (Eastern time) on the
      proposed Drawdown Date by crediting the amount of the Swingline Loan to
      the general deposit account of the US Borrower maintained with the
      Swingline Lender.

            2.7.3. BORROWINGS TO REPAY SWINGLINE LOANS. The US Borrower,
      absolutely, irrevocably and unconditionally promises to pay on the
      Swingline Expiry Date in full the outstanding principal balance of all
      Swingline Loans. The US Borrower may prepay the Swingline Loans at any
      time without penalty or premium. In addition, the Swingline

                                       24
<PAGE>

      Lender may, on any US Business Day, in its sole discretion, demand
      repayment of the Swingline Loans and the Administrative Agent shall give
      notice to the Lenders that the outstanding Swingline Loans shall be funded
      with a borrowing of Revolving Credit Loans (provided that each such notice
      shall be deemed to have been automatically given upon the occurrence of a
      Default or Event of Default under Section 14.1(g) or (h) or upon the
      exercise of remedies provided in the last paragraph of Section 14.1), in
      which case each of the Lenders shall make Revolving Credit Loans
      constituting Base Rate Loans to the US Borrower, on the next succeeding US
      Business Day following such notice, in an amount equal to such Lender's
      Commitment Percentage of the aggregate amount of all Swingline Loans
      outstanding to the US Borrower. The proceeds thereof shall be applied
      directly to the Swingline Lender to repay the Swingline Lender for such
      outstanding Swingline Loans. Each Lender hereby absolutely,
      unconditionally and irrevocably agrees to make such Revolving Credit Loans
      upon one US Business Day's notice as set forth above, notwithstanding (a)
      that the amount of such Revolving Credit Loan may not comply with the
      applicable minimums otherwise required hereunder, (b) the failure of the
      US Borrower to meet the conditions set forth in Sections 12 or 13 hereof,
      (c) the occurrence or continuance of a Default or an Event of Default
      hereunder, (d) the date of such Revolving Credit Loan, and (e) the amount
      of, or termination of, the Total Commitment at such time. In the event
      that it is impracticable for such Revolving Credit Loan to be made for any
      reason on the date otherwise required above (including as a result of the
      commencement of a proceeding under the federal Bankruptcy Code in respect
      of either of the Borrowers or any of the Restricted Subsidiaries), then
      each Lender hereby agrees that it shall forthwith purchase (as of the date
      such Revolving Credit Loan would have been made, but adjusted for any
      payments received from the US Borrower on or after such date and prior to
      such purchase) from the Swingline Lender, and the Swingline Lender shall
      sell to each Lender, such participations in the Swingline Loans (including
      all accrued and unpaid interest thereon) outstanding as shall be necessary
      to cause the Lenders to share in such Swingline Loans pro rata based on
      their respective Commitment Percentages (without regard to any termination
      of the Total Commitment hereunder) by making available to the Swingline
      Lender an amount equal to such Lender's participation in the Swingline
      Loans; provided that (x) all interest payable on the Swingline Loans shall
      be for the account of the Swingline Lender as a funding and administrative
      fee until the date as of which the respective participation is purchased,
      and (y) at the time any purchase of such participation is actually made,
      the purchasing Lender shall be required to pay the Swingline Lender
      interest on the principal amount of the participation so purchased for
      each day from and including the date such Revolving Credit Loan would
      otherwise have been made until the date of payment for such participation
      at the rate of interest in effect applicable to Base Rate Loans during
      such period.

            2.7.4. EVIDENCE OF SWINGLINE LOAN OBLIGATIONS. The Swingline Lender
      shall maintain in accordance with its usual practice an account or
      accounts evidencing the indebtedness of the US Borrower to the Swingline
      Lender resulting from each Swingline Loan made by the Swingline Lender,
      including the amounts of principal and interest payable and paid to the
      Swingline Lender from time to time hereunder. The outstanding amount of
      the Swingline Loans set forth on such accounts shall be prima facie
      evidence of the principal amount thereof owing and unpaid to the Swingline
      Lender, but the failure to record, or any error in so recording, any such
      amount on such accounts shall not limit or otherwise affect the actual
      amount of the obligations of the US Borrower hereunder to make payments of
      principal of or interest on the Swingline Loans when due.

                                       25
<PAGE>

            2.7.5. INTEREST ON SWINGLINE LOANS. Except as otherwise provided in
      Section 6.10, each Swingline Loan shall bear interest from the Drawdown
      Date thereof until repaid in full or converted into a Revolving Credit
      Loan at the rate per annum equal to the Base Rate plus the Applicable
      Margin as in effect from time to time. Swingline Loans may not be
      converted into LIBOR Rate Loans. The US Borrower promises to pay interest
      on the outstanding amount of its Swingline Loans on each Interest Payment
      Date with respect thereto.

            2.8.  US BORROWER'S CONVERSION OPTIONS; CONTINUATION OF LOANS.

            2.8.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN. The US
      Borrower may elect from time to time to convert any outstanding Revolving
      Credit Loan to a Revolving Credit Loan of another Type, provided that (a)
      with respect to any such conversion of a LIBOR Rate Loan to a Base Rate
      Loan, the US Borrower shall give the Administrative Agent at least one (1)
      US Business Day prior written notice of such election; (b) with respect to
      any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the US
      Borrower shall give the Administrative Agent at least three (3) LIBOR
      Business Days prior written notice of such election; (c) with respect to
      any such conversion of a LIBOR Rate Loan into a Base Rate Loan, such
      conversion shall only be made on the last day of the Interest Period with
      respect thereto; (d) no Base Rate Loan may be converted into a LIBOR Rate
      Loan when a Payment Event of Default or an Event of Default under Section
      14.1 (g) or (h) has occurred and is continuing; and (e) no more than ten
      (10) LIBOR Rate Loans having different Interest Periods may be outstanding
      at any time. On the date on which such conversion is being made, each
      Lender shall take such action as is necessary to transfer its Commitment
      Percentage of such Revolving Credit Loans to its Domestic Lending Office
      or its LIBOR Lending Office, as the case may be. All or any part of
      outstanding Revolving Credit Loans of any Type may be converted into a
      Revolving Credit Loan of another Type as provided herein, provided that
      any partial conversion shall be in an aggregate principal amount of
      $500,000 or a whole multiple thereof. Each Conversion Request relating to
      the conversion of a Revolving Credit Loan to a LIBOR Rate Loan shall be
      irrevocable by the US Borrower.

            2.8.2. CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN. Any Revolving
      Credit Loan of any Type may be continued by the US Borrower as a Revolving
      Credit Loan of the same Type upon the expiration of an Interest Period
      with respect thereto by compliance by the US Borrower with the notice
      provisions contained in Section 2.8.1; provided that no LIBOR Rate Loan
      may be continued as such when a Payment Event of Default or an Event of
      Default under Section 14.1 (g) or (h) has occurred and is continuing, but
      shall be automatically converted to a Base Rate Loan on the last day of
      the first Interest Period relating thereto ending during the continuance
      of such an Event of Default of which officers of the Administrative Agent
      active upon the US Borrower's account have actual knowledge. In the event
      that the US Borrower fails to provide any such notice with respect to the
      continuation of any LIBOR Rate Loan as such, then such LIBOR Rate Loan
      shall be automatically continued with an Interest Period of one month on
      the last day of the first Interest Period relating thereto. The
      Administrative Agent shall notify the Lenders promptly when any such
      automatic continuation contemplated by this Section 2.8 is scheduled to
      occur.

            2.8.3. LIBOR RATE LOANS.

                                       26
<PAGE>

            (a)   Any conversion by the US Borrower to or from LIBOR Rate Loans
      shall be in such amounts and be made pursuant to such elections so that,
      after giving effect thereto, the aggregate principal amount of all LIBOR
      Rate Loans having the same Interest Period shall not be less than $500,000
      or a whole multiple of $500,000.

            (b)   If the US Borrower wishes to request LIBOR Rate Loans having
      an Interest Period other than 1, 2, 3 or 6 months in duration as provided
      in the definition of "Interest Period", the applicable notice must be
      received by the Administrative Agent not later than 11:00 a.m. four (4)
      LIBOR Business Days prior to the requested date of such borrowing,
      conversion or continuation of LIBOR Rate Loans in Dollars, whereupon the
      Administrative Agent shall give prompt notice to the Lenders of such
      request and determine whether the requested Interest Period is acceptable
      to all of them. Not later than 11:00 a.m., three (3) LIBOR Business Days
      before the requested date of such borrowing, conversion or continuation of
      LIBOR Rate Loans denominated in Dollars, the Administrative Agent shall
      notify the US Borrower (which notice may be by telephone) whether or not
      the requested Interest Period has been consented to by all the Lenders.

      2.9.  FUNDS FOR REVOLVING CREDIT LOANS.

            2.9.1. FUNDING PROCEDURES. Not later than 2:00 p.m. (Boston time) on
      the proposed Drawdown Date of any Revolving Credit Loan, each of the
      Lenders will make available to the Administrative Agent at its head
      office, in immediately available funds, the amount of such Lender's
      Commitment Percentage of such Revolving Credit Loans made or to be made on
      such date. Upon receipt from each Lender of such amount, and upon receipt
      of the documents required by Sections 12 (with respect to Revolving Credit
      Loans to be made on the Closing Date) and 13 hereof and the satisfaction
      of the other conditions set forth herein, to the extent applicable, the
      Administrative Agent will make available to the US Borrower the aggregate
      amount of such Revolving Credit Loans made available to the Administrative
      Agent by the Lenders. The failure or refusal of any Lender to make
      available to the Administrative Agent at the aforesaid time and place on
      any Drawdown Date the amount of its Commitment Percentage of the requested
      Revolving Credit Loans shall not relieve any other Lender from its several
      obligation hereunder to make available to the Administrative Agent the
      amount of such other Lender's Commitment Percentage of any requested
      Revolving Credit Loans. In the event that the Administrative Agent becomes
      aware of any Lender's failure to make available the amount of its
      Commitment Percentage of any requested Revolving Credit Loan, the
      Administrative Agent shall notify the US Borrower of the identity of such
      Lender and the amount such Lender has not made available to the
      Administrative Agent.

            2.9.2. ADVANCES BY ADMINISTRATIVE AGENT. The Administrative Agent
      may, unless notified to the contrary by any Lender prior to a Drawdown
      Date of a Revolving Credit Loan, assume that such Lender has made
      available to the Administrative Agent on such Drawdown Date the amount of
      such Lender's Commitment Percentage of the Revolving Credit Loans to be
      made on such Drawdown Date, and the Administrative Agent may (but it shall
      not be required to), in reliance upon such assumption, make available to
      the US Borrower a corresponding amount. If any Lender makes available to
      the Administrative Agent such amount on a date after such Drawdown Date,
      such Lender shall pay to the Administrative Agent on demand an amount
      equal to the product of (a) the average computed for the period referred
      to in clause (c) below, of the Federal Funds Rate, times (b) the amount of
      such Lender's Commitment Percentage of such Revolving Credit Loans, times
      (c) a fraction, the numerator of which is the number of days that shall

                                       27
<PAGE>

      have elapsed from and including such Drawdown Date to the date on which
      the amount of such Lender's Commitment Percentage of such Revolving Credit
      Loans shall become immediately available to the Administrative Agent, and
      the denominator of which is 360. A statement of the Administrative Agent
      submitted to such Lender with respect to any amounts owing under this
      paragraph shall be prima facie evidence of the amount due and owing to the
      Administrative Agent by such Lender. If the amount of such Lender's
      Commitment Percentage of such Revolving Credit Loans is not made available
      to the Administrative Agent by such Lender within three (3) US Business
      Days following such Drawdown Date, the Administrative Agent shall be
      entitled to recover such amount from the US Borrower on demand, with
      interest thereon at the rate per annum applicable to the Revolving Credit
      Loans made on such Drawdown Date.

      3.    THE CANADIAN TERM LOAN.

            3.1.  COMMITMENT TO LEND. Subject to the terms and conditions set
      forth in this Credit Agreement, each Lender agrees to lend Canadian
      Dollars to the Canadian Borrower on the Closing Date in the amount of its
      Commitment Percentage of the principal amount of Cdn.$38,500,000 (the
      "Canadian Term Loan").

            3.2.  CANADIAN TERM NOTES. The Canadian Term Loan shall be evidenced
      by separate promissory notes of the Canadian Borrower in substantially the
      form of Exhibit B hereto (a "Canadian Term Note"), dated the Closing Date
      (or such other date on which a Lender may become a party hereto in
      accordance with Section 20 hereof) and completed with appropriate
      insertions. One Canadian Term Note shall be payable to the order of each
      Lender in a principal amount equal to such Lender's Commitment Percentage
      of the Canadian Term Loan and representing the Obligation of the Canadian
      Borrower to pay to such Lender such principal amount, in Canadian Dollars,
      plus interest accrued thereon, as set forth below. The Canadian Borrower
      irrevocably authorizes each Lender to make or cause to be made a notation
      on such Lender's Note Record reflecting the original principal amount of
      such Lender's Commitment Percentage of the Canadian Term Loan and, at or
      about the time of such Lender's receipt of any principal payment on such
      Lender's Canadian Term Note, an appropriate notation on such Lender's Note
      Record reflecting such payment. The aggregate unpaid amount set forth on
      such Lender's Note Record shall be prima facie evidence of the principal
      amount thereof owing and unpaid to such Lender, but the failure to record,
      or any error in so recording, any such amount on such Lender's Note Record
      shall not affect the obligations of the Canadian Borrower hereunder or
      under any Canadian Term Note to make payments of principal of and interest
      on any Canadian Term Note when due.

            3.3.  SCHEDULE OF INSTALLMENT PAYMENTS OF PRINCIPAL OF CANADIAN TERM
                  LOAN.

                  3.3.1. INSTALLMENT PAYMENTS. The Canadian Borrower promises to
            pay to the Administrative Agent for the account of the Lenders, in
            accordance with their respective Commitment Percentages, the
            principal amount of the Canadian Term Loan in twenty (20)
            consecutive quarterly installments as set forth below:

                                       28
<PAGE>

<TABLE>
<CAPTION>
                                                            PRINCIPAL AMOUNT OF
         PAYMENT DATE                                    EACH QUARTERLY INSTALLMENT
         ------------                                    --------------------------
<S>                                             <C>
March 31, 2005 - September 30, 2009             1.25% of the original principal amount of the
                                                 Canadian Term Loan

Maturity Date                                   An amount equal to 76.25% of the original
                                                principal amount of the Canadian Term Loan
</TABLE>

Notwithstanding the foregoing mandatory repayment schedule, the Lenders and the
Canadian Borrower agree that in no event shall the aggregate amount of scheduled
repayments of principal of the Canadian Term Loan exceed twenty-five percent
(25%) of the original principal amount of the Canadian Term Loan during the
period commencing on the Closing Date and ending on the last date immediately
prior to the Maturity Date, and, in no event, other than upon an acceleration
after an occurrence of an Event of Default, shall the Canadian Borrower be
obliged to make principal payments to the Lenders in excess of such amount prior
to the Maturity Date. Installments on the Canadian Term Loan shall be due and
payable on the last Canadian Business Day of each quarter after the Closing
Date, commencing on March 31, 2005, with a final payment on the Maturity Date.

            3.4.  INTEREST ON CANADIAN TERM LOAN. Except as otherwise provided
      in Section 6.10, the outstanding amount of the Canadian Term Loan shall
      bear interest at the Canadian LIBOR Rate or, solely pursuant to Sections
      6.4 or 6.5, the Canadian Base Rate plus the Applicable Margin for Canadian
      LIBOR Rate Loans or Canadian Base Rate Loans (as the case may be) as in
      effect from time to time. Interest shall be payable on each Interest
      Payment Date with respect thereto and on the Maturity Date. The Canadian
      Borrower promises to pay interest on the Canadian Term Loan from the
      Closing Date until the Maturity Date in accordance with the provisions of
      this Section 3.4.

            3.5.  NOTIFICATION BY CANADIAN BORROWER. The Canadian Borrower shall
      notify the Administrative Agent, such notice to be irrevocable, at least
      three (3) LIBOR Business Days prior to the Drawdown Date of the Canadian
      Term Loan of the Interest Period for the Canadian Term Loan; provided,
      however, that if the Canadian Borrower wishes to request Canadian LIBOR
      Rate Loans having an Interest Period other than 1, 2, 3 or 6 months in
      duration as provided in the definition of "Interest Period", the
      applicable notice must be received by the Administrative Agent not later
      than 11:00 a.m. five (5) LIBOR Business Days prior to the requested date
      of such borrowing, conversion or continuation of Canadian LIBOR Rate Loans
      denominated in Canadian Dollars, whereupon the Administrative Agent shall
      give prompt notice to the Lenders of such request and determine whether
      the requested Interest Period is acceptable to all of them. Not later than
      11:00 a.m. three (3) LIBOR Business Days before the requested date of such
      borrowing, conversion or continuation of Canadian LIBOR Rate Loans
      denominated in Canadian Dollars, the Administrative Agent shall notify the
      Canadian Borrower (which notice may be by telephone) whether or not the
      requested Interest Period has been consented to by all the Lenders. After
      the Canadian Term Loan has been made, so long as the provisions of
      Sections 6.4 or 6.5 do not apply, the Canadian Borrower shall deliver to
      the Administrative Agent at least three (3) LIBOR Business Days prior to
      the last day of any Interest Period applicable to the Canadian Term Loan,
      a Continuation Request in substantially the form of Exhibit C-3 attached
      hereto specifying the next subsequent Interest Period for the Canadian
      Term Loan; provided that no Canadian LIBOR Rate Loan may be continued as
      such when a Payment Event of Default or an Event of Default under Section
      14.1 (g) or (h) has occurred and is continuing, but shall be automatically
      converted to a Canadian Base Rate Loan on the last day of the first
      Interest Period relating thereto ending during the continuance of such an
      Event of Default of which officers of the Administrative Agent active upon
      the Canadian Borrower's account have actual knowledge.

                                       29
<PAGE>

            3.6.  INTEREST PERIODS. No Interest Period relating to the Canadian
      Term Loan or any portion thereof bearing interest at the Canadian LIBOR
      Rate shall extend beyond the date on which the regularly scheduled
      installment payments of the principal of the Canadian Term Loan is to be
      made, unless a portion of the Canadian Term Loan at least equal to such
      installment payments has an Interest Period ending on such date.

      4.    MANDATORY REPAYMENT OF LOANS.

            4.1.  MATURITY OF LOANS. The Canadian Term Loan and the Revolving
      Credit Loans shall be absolutely due and payable on the Maturity Date. The
      US Borrower hereby promises to pay to the Administrative Agent for the pro
      rata accounts of the Lenders all of the outstanding Revolving Credit
      Loans, together with any and all accrued and unpaid interest thereon on
      the Maturity Date. The Canadian Borrower hereby promises to pay to the
      Administrative Agent for the pro rata accounts of the Lenders, the
      outstanding Canadian Term Loan, together with any and all accrued and
      unpaid interest thereon, on the Maturity Date.

            4.2.  MANDATORY REPAYMENTS OF LOANS. If at any time for any reason
      the Total Revolver Exposure exceeds the Total Commitment, then the US
      Borrower shall immediately pay the amount of such excess to the
      Administrative Agent for the respective accounts of the applicable
      Lenders.

            4.3.  OPTIONAL REPAYMENTS OF LOANS.

                  4.3.1. REVOLVING CREDIT LOANS. The US Borrower shall have the
            right, at its election, to repay the outstanding amount of the
            Revolving Credit Loans, as a whole or in part, at any time without
            penalty or premium, provided that, subject to compliance with
            Section 6.9, any full or partial prepayment of the outstanding
            amount of any Revolving Credit Loan that is a LIBOR Rate Loan
            pursuant to this Section 4.3.1 may be made on a day other than the
            last day of the Interest Period relating thereto. The US Borrower
            shall give the Administrative Agent, no later than 10:00 a.m.,
            Boston time, at least (a) one (1) US Business Day prior written
            notice of any proposed prepayment of a Revolving Credit Loan that is
            a Base Rate Loan pursuant to this Section 4.3.1, and (b) two (2)
            LIBOR Business Days prior written notice of any proposed prepayment
            of a Revolving Credit Loan that is a LIBOR Rate Loan pursuant to
            this Section 4.3.1, in each case specifying the proposed date of
            prepayment of such Revolving Credit Loan and the principal amount to
            be paid. Each such partial prepayment of the Revolving Credit Loan
            shall be in an integral multiple of $500,000 and shall be applied by
            the Administrative Agent, in the absence of instruction by the US
            Borrower, first to the principal of Base Rate Loans and then to the
            principal of LIBOR Rate Loans. Each partial prepayment shall be
            allocated among the Lenders, in proportion, as nearly as
            practicable, to the respective unpaid principal amount of each
            Lender's Revolving Credit Note being prepaid, with adjustments to
            the extent practicable to equalize any prior repayments not exactly
            in proportion.

                  4.3.2. CANADIAN TERM LOAN. The Canadian Borrower shall have
            the right at any time to prepay the Canadian Term Loan on or before
            the Maturity Date, as a whole, or in part, upon not less than two
            (2) Canadian Business Days prior written notice to the
            Administrative Agent, without premium or penalty, provided that,
            subject to compliance with Section 6.9, (a) each partial prepayment
            shall be in an integral multiple of Cdn. $500,000, (b) any full or
            partial portion of the Canadian Term Loan bearing interest at the
            Canadian LIBOR Rate may be prepaid pursuant to this Section 4.3.2 on
            a day other than the last day of the Interest Period relating
            thereto, and (c) each partial prepayment shall be allocated among

                                       30
<PAGE>

            the Lenders in accordance with such Lender's Commitment Percentage.
            Any prepayment of principal of the Canadian Term Loan shall include
            all interest accrued to the date of prepayment and shall be applied
            against the scheduled installments of principal due on the Canadian
            Term Loan in direct order of maturity. No amount repaid with respect
            to the Canadian Term Loan may be reborrowed.

      5.    LETTERS OF CREDIT.

            5.1.  LETTER OF CREDIT COMMITMENTS.

                  5.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT.

            (a)   Subject to the terms and conditions hereof and the execution
      and delivery by the US Borrower of a letter of credit application on the
      Issuing Lender's customary form (a "Letter of Credit Application"), the
      Issuing Lender on behalf of the Lenders and in reliance upon the agreement
      of the Lenders set forth in Section 5.1.4 and upon the representations and
      warranties of the US Borrower contained herein, agrees, in its individual
      capacity, to issue and extend for the account of the US Borrower (to
      support obligations of the US Borrower or its Subsidiaries) one or more
      standby or documentary letters of credit (individually, a "Letter of
      Credit"), in such form as may be requested from time to time by the US
      Borrower and agreed to by the Issuing Lender; provided, however, that,
      after giving effect to such request, (i) the outstanding Letter of Credit
      Obligations do not exceed $15,000,000, and (ii) the Total Revolver
      Exposure shall not exceed the Total Commitment. Notwithstanding any other
      provisions of this Credit Agreement, the Issuing Lender shall not issue or
      extend a Letter of Credit after it has received notice from any Lender or
      the Administrative Agent that a Default or Event of Default has occurred
      and stating that no Letters of Credit are to be issued or extended until
      such Default or Event of Default has been cured or waived in accordance
      with the provisions of this Credit Agreement.

            (b)   The Issuing Lender shall not be under any 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 Lender from issuing such Letter of Credit, or
            any Law applicable to the Issuing Lender or any request or directive
            (whether or not having the force of law) from any Governmental
            Authority with jurisdiction over the Issuing Lender shall prohibit,
            or request that the Issuing Lender refrain from, the issuance of
            letters of credit generally or such Letter of Credit in particular
            or shall impose upon the Issuing Lender with respect to such Letter
            of Credit any restriction, reserve or capital requirement (for which
            the Issuing Lender is not otherwise compensated hereunder) not in
            effect on the Closing Date, or shall impose upon the Issuing Lender
            any unreimbursed loss, cost or expense which was not applicable on
            the date hereof and which the Issuing Lender in good faith deems
            material to it;

                  (ii)  the issuance of such Letter of Credit would violate (A)
            any Laws or (B) one or more policies of the Issuing Lender, provided
            that such policies have been disclosed to the US Borrower prior to
            its request for the issuance of such Letter of Credit;

                  (iii) except as otherwise agreed by the Issuing Lender, such
            Letter of Credit is in an initial face amount less than $50,000;

                                       31
<PAGE>

                  (iv)  such Letter of Credit is to be denominated in a currency
            other than Dollars;

                  (v)   such Letter of Credit contains any provisions for
            automatic reinstatement of the stated amount after any drawing
            thereunder; or

                  (vi)  a default of any Lender's obligations to fund under
            Section 5.3 exists or any Lender which has a Revolving Credit Loan
            has failed to fund any portion of any participations in Letter of
            Credit Obligations required to be funded by it hereunder, unless the
            Issuing Lender has entered into satisfactory arrangements with the
            US Borrower or such Lender to eliminate the Issuing Lender's risk
            with respect to such Lender.

                  5.1.2. LETTER OF CREDIT APPLICATIONS.

            (a)   Each Letter of Credit Application shall be completed to the
      satisfaction of the Issuing Lender. In the event that any provision of any
      Letter of Credit Application shall be inconsistent with any provision of
      this Credit Agreement, then the provisions of this Credit Agreement shall,
      to the extent of any such inconsistency, govern. Such Letter of Credit
      Application must be received by the Issuing Lender not later than 11:00
      a.m. at least two US Business Days (or such later date and time as the
      Administrative Agent and the Issuing Lender may agree in a particular
      instance in their sole discretion) prior to the proposed issuance date or
      date of amendment, as the case may be. In the case of a request for an
      initial issuance of a Letter of Credit, such Letter of Credit Application
      shall specify in form and detail satisfactory to the Issuing Lender: (i)
      the proposed issuance date of the requested Letter of Credit (which shall
      be a US 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 Lender may require. In the case of a request for an
      amendment of any outstanding Letter of Credit, such Letter of Credit
      Application shall specify in form and detail satisfactory to the Issuing
      Lender (w) the Letter of Credit to be amended; (x) the proposed date of
      amendment thereof (which shall be a US Business Day); (y) the nature of
      the proposed amendment; and (z) such other matters as the Issuing Lender
      may require. Additionally, US Borrower shall furnish to the Issuing Lender
      and the Administrative Agent such other documents and information
      pertaining to such requested Letter of Credit issuance or amendment,
      including any Issuer Documents, as the Issuing Lender or the
      Administrative Agent may require. Unless the Issuing Lender has received
      written notice from any Lender, the Administrative Agent or any Loan
      Party, at least one US Business Day prior to the requested date of
      issuance or amendment of the applicable Letter of Credit, that one or more
      applicable conditions in Section 13 shall not then be satisfied, then,
      subject to the terms and conditions hereof, the Issuing Lender shall, on
      the requested date, issue a Letter of Credit for the account of US
      Borrower or enter into the applicable amendment, as the case may be, in
      each case in accordance with the Issuing Lender's usual and customary
      business practices. Immediately upon the issuance of each Letter of
      Credit, each Lender shall be deemed to, and hereby irrevocably and
      unconditionally agrees to, purchase from the Issuing Lender a risk
      participation in such Letter of Credit in an amount equal to the product
      of such Lender's Revolving Credit Loan Percentage times the amount of such
      Letter of Credit.

            (b)   Promptly after receipt of any Letter of Credit Application,
      the Issuing Lender will confirm with the Administrative Agent (by
      telephone or in writing) that the Administrative Agent has received a copy
      of such Letter of Credit Application from the Company and, if not, the

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      Issuing Lender will provide the Administrative Agent with a copy thereof.
      Unless the Issuing Lender has received written notice from any Lender, the
      Administrative Agent or any Loan Party, at least one US Business Day prior
      to the requested date of issuance or amendment of the applicable Letter of
      Credit, that one or more applicable conditions contained in Section 13
      shall not then be satisfied, then, subject to the terms and conditions
      hereof, the Issuing Lender shall, on the requested date, issue a Letter of
      Credit for the account of the US Borrower or enter into the applicable
      amendment, as the case may be, in each case in accordance with the Issuing
      Lender's usual and customary business practices. Immediately upon the
      issuance of each Letter of Credit, each Lender shall be deemed to, and
      hereby irrevocably and unconditionally agrees to, purchase from the
      Issuing Lender a risk participation in such Letter of Credit in an amount
      equal to the product of Lender's Commitment Percentage times the amount of
      such Letter of Credit.

                  5.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit
            issued or extended hereunder shall, among other things, (a) provide
            for the payment of sight drafts for honor thereunder when presented
            in accordance with the terms thereof and when accompanied by the
            documents described therein, (b) subject to clause (c) hereof, shall
            have a term of not more than one (1) year from the date of issuance
            or extension thereof and (c) have an expiry date no later than the
            date which is five (5) US Business Days prior to the Maturity Date.
            All Existing Letters of Credit shall be deemed to have been issued
            pursuant hereto, and from and after the Closing Date shall be
            subject to and governed by the terms and conditions hereof.

                  5.1.4. REIMBURSEMENT OBLIGATIONS OF LENDERS. Each Lender
            severally agrees that it shall be absolutely liable, without regard
            to the occurrence of any Default or Event of Default or any other
            condition precedent whatsoever, to the extent of such Lender's
            Commitment Percentage, to reimburse the Issuing Lender on demand for
            the amount of each draft paid by the Issuing Lender under each
            Letter of Credit to the extent that such amount is not reimbursed by
            the US Borrower pursuant to Section 5.2 (such agreement for a Lender
            being called herein the "Letter of Credit Participation" of such
            Lender). Without limiting the foregoing, each Lender's obligation to
            purchase Letter of Credit Participations shall be absolute and
            unconditional and shall not be affected by any circumstance,
            including (a) any set-off, counterclaim, recoupment, defense or
            other right which such Lender may have against the Administrative
            Agent, the Issuing Lender, the US Borrower or any other Person for
            any reason whatsoever; (b) the occurrence and continuation of any
            Default or Event of Default; (c) any adverse change in the condition
            (financial or otherwise) of the US Borrower, any of the US
            Guarantors or any Lender; (d) any breach of any of the Loan
            Documents by the US Borrower, any of the US Guarantors or any
            Lender; or (e) any other circumstance, happening or event
            whatsoever, whether or not similar to any of the foregoing.

                  5.1.5. PARTICIPATIONS OF LENDERS. Each such payment made by a
            Lender shall be treated as the purchase by such Lender of a
            participating interest in the US Borrower's Reimbursement Obligation
            under Section 5.2 in an amount equal to such payment. Each Lender
            shall share in accordance with its participating interest in any
            interest which accrues pursuant to Section 5.2.

            5.2.  REIMBURSEMENT OBLIGATION OF THE US BORROWER. In order to
      induce the Issuing Lender to issue and extend each Letter of Credit and
      the Lenders to participate therein, the US Borrower hereby agrees to
      reimburse or pay to the Administrative Agent, for the account of the
      Issuing Lender or (as the case may be) the Lenders, with respect to each
      Letter of Credit issued or extended by the Issuing Lender hereunder:

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<PAGE>

            (a)   except as otherwise expressly provided in Section 5.2(b) and
      (c), on each date that any draft presented under such Letter of Credit is
      honored by the Issuing Lender, or the Issuing Lender otherwise makes a
      payment with respect thereto, (i) the amount paid by the Issuing Lender
      under or with respect to such Letter of Credit, and (ii) the amount of any
      taxes, fees, charges or other costs and expenses whatsoever incurred by
      the Issuing Lender or any Lender in connection with any payment made by
      the Issuing Lender or any Lender under, or with respect to, such Letter of
      Credit;

            (b)   upon the reduction (but not termination) of the Total
      Commitment to an amount less than the Maximum Drawing Amount, an amount
      equal to such difference, which amount shall be held by the Administrative
      Agent for the benefit of the Issuing Lender as cash collateral for all
      Reimbursement Obligations; and

            (c)   upon the termination of the Total Commitment, or the
      acceleration of the Reimbursement Obligations with respect to all Letters
      of Credit in accordance with Section 14, an amount equal to the then
      Maximum Drawing Amount on all Letters of Credit, which amount shall be
      held by the Administrative Agent for the benefit of the Issuing Lender as
      cash collateral for all Reimbursement Obligations.

Each such payment shall be made to the Administrative Agent at the
Administrative Agent's Office in immediately available funds. Interest on any
and all amounts remaining unpaid by the US Borrower under this Section 5.2 at
any time from the date such amounts become due and payable (whether as stated in
this Section 5.2, by acceleration or otherwise) until payment in full (whether
before or after judgment) shall be payable to the Administrative Agent.

            5.3.  LETTER OF CREDIT PAYMENTS. If any draft shall be presented or
      other demand for payment shall be made under any Letter of Credit, the
      Issuing Lender shall notify the US Borrower and the Administrative Agent
      of the date and amount of the draft presented or demand for payment and of
      the date and time when it expects to pay such draft or honor such demand
      for payment. If the US Borrower fails to reimburse the Administrative
      Agent for the account of the Issuing Lender as provided in Section 5.2 on
      or before the date that such draft is paid or other payment is made by the
      Issuing Lender, the Administrative Agent will promptly notify the Lenders
      of the amount of any such Unpaid Reimbursement Obligation and shall
      specify such amount required from each of the Lenders. No later than 3:00
      p.m. (Boston time) on the US Business Day next following the receipt of
      such notice, each US Lender shall make available to the Administrative
      Agent, at its Head Office, in immediately available funds, such Lender's
      Commitment Percentage of such Unpaid Reimbursement Obligation, together
      with an amount equal to (a) the average, computed for the period referred
      to in clause (c) below, of the Federal Funds Rate, times (b) the amount
      equal to such Lender's Commitment Percentage of such Unpaid Reimbursement
      Obligation, times (c) a fraction, the numerator of which is the number of
      days that elapse from and including the date the Issuing Lender paid the
      draft presented for honor or otherwise made payment to the date on which
      such Lender's Commitment Percentage of such Unpaid Reimbursement
      Obligation shall become immediately available to the Administrative Agent,
      and the denominator of which is 360. The responsibility of the Issuing
      Lender to the US Borrower and the Lenders shall be only to determine that
      the documents (including each draft) delivered under each Letter of Credit
      in connection with such presentment shall be in conformity in all material
      respects with such Letter of Credit. From and after such purchase of the
      applicable Letter of Credit Participations, such Unpaid Reimbursement
      Obligations shall be deemed to have been converted into Base Rate Loans
      made by the Lenders.

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<PAGE>

            5.4.  OBLIGATIONS ABSOLUTE. The obligation of US Borrower to
      reimburse the Issuing Lender for each drawing under each Letter of Credit
      shall be absolute, unconditional and irrevocable, and shall be paid
      strictly in accordance with the terms of this Credit Agreement under all
      circumstances (other than in the case of gross negligence or willful
      misconduct of the Issuing Lender), including the following:

            (a)   any lack of validity or enforceability of such Letter of
      Credit, this Credit Agreement, or any other Loan Document;

            (b)   the existence of any claim, counterclaim, setoff, defense or
      other right that US Borrower may have at any time against any beneficiary
      or any transferee of such Letter of Credit (or any Person for whom any
      such beneficiary or any such transferee may be acting), the Issuing Lender
      or any other Person, whether in connection with this Credit Agreement, the
      transactions contemplated hereby or by such Letter of Credit or any
      agreement or instrument relating thereto, or any unrelated transaction;

            (c)   any draft, demand, certificate or other document presented
      under such Letter of Credit proving to be forged, fraudulent, invalid or
      insufficient in any respect or any statement therein being untrue or
      inaccurate in any respect; or any loss or delay in the transmission or
      otherwise of any document required in order to make a drawing under such
      Letter of Credit;

            (d)   any payment by the Issuing Lender under such Letter of Credit
      against presentation of a draft or certificate that does not strictly
      comply with the terms of such Letter of Credit; or any payment made by the
      Issuing Lender under such Letter of Credit to any Person purporting to be
      a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit, including any
      arising in connection with any proceeding under any Debtor Relief Law; or

            (e)   any other circumstance or happening whatsoever, whether or not
      similar to any of the foregoing, including any other circumstance that
      might otherwise constitute a defense available to, or a discharge of, US
      Borrower.

US Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with US Borrower's instructions or other irregularity, US Borrower
will immediately notify the Issuing Lender. US Borrower shall be conclusively
deemed to have waived any such claim against the Issuing Lender and its
correspondents unless such notice is given as aforesaid.

            5.5.  ROLE OF ISSUING LENDER. Each Lender and US Borrower agree
      that, in paying any drawing under a Letter of Credit, the Issuing Lender
      shall not have any responsibility to obtain any document (other than any
      sight draft, certificates and documents expressly required by the Letter
      of Credit) or to ascertain or inquire as to the validity or accuracy of
      any such document or the authority of the Person executing or delivering
      any such document. None of the Issuing Lender, the Administrative Agent,
      any of their respective Related Parties nor any correspondent, participant
      or assignee of the Issuing Lender shall be liable to any Lender for (i)
      any action taken or omitted in connection herewith at the request or with
      the approval of Lenders or the Required Lenders, as applicable; (ii) any
      action taken or omitted in the absence of gross negligence or willful
      misconduct; or (iii) the due execution, effectiveness, validity or
      enforceability of any document or instrument related to any Letter of
      Credit or Issuer Document. US Borrower hereby assumes all risks of the
      acts or omissions of any beneficiary or transferee with respect to its use
      of

                                       35
<PAGE>

      any Letter of Credit; provided, however, that this assumption is not
      intended to, and shall not, preclude US Borrower's pursuing such rights
      and remedies as it may have against the beneficiary or transferee at law
      or under any other agreement. None of the Issuing Lender, the
      Administrative Agent, any of their respective Related Parties nor any
      correspondent, participant or assignee of the Issuing Lender, shall be
      liable or responsible for any of the matters described in clauses (a)
      through (e) of Section 5.4; provided, however, that anything in such
      clauses to the contrary notwithstanding, US Borrower may have a claim
      against the Issuing Lender, and the Issuing Lender may be liable to US
      Borrower, to the extent, but only to the extent, of any direct, as opposed
      to consequential or exemplary, damages suffered by US Borrower which US
      Borrower proves were caused by the Issuing Lender's willful misconduct or
      gross negligence or the Issuing Lender's willful failure to pay under any
      Letter of Credit after the presentation to it by the beneficiary of a
      sight draft and certificate(s) strictly complying with the terms and
      conditions of a Letter of Credit. In furtherance and not in limitation of
      the foregoing, the Issuing Lender may accept documents that appear on
      their face to be in order, without responsibility for further
      investigation, regardless of any notice or information to the contrary,
      and the Issuing Lender shall not be responsible for the validity or
      sufficiency of any instrument transferring or assigning or purporting to
      transfer or assign a Letter of Credit or the rights or benefits thereunder
      or proceeds thereof, in whole or in part, which may prove to be invalid or
      ineffective for any reason.

            5.6.  CASH COLLATERAL. Upon the request of the Administrative Agent,
      (i) if the Issuing Lender has honored any full or partial drawing request
      under any Letter of Credit and such drawing has resulted in an Letter of
      Credit Borrowing, or (ii) if, as of the Letter of Credit Expiration Date,
      any Letter of Credit Obligation for any reason remains outstanding, US
      Borrower shall, in each case, immediately Cash Collateralize the then
      outstanding amount of all Letter of Credit Obligations.

            5.7.  APPLICABILITY OF INTERNATIONAL STANDBY PRACTICES AND UNIFORM
      CUSTOMS. Unless otherwise expressly agreed by the Issuing Lender and US
      Borrower when a Letter of Credit is issued (including any such agreement
      applicable to an Existing Letter of Credit), the rules of the
      International Standby Practices shall apply to each standby Letter of
      Credit.

            5.8.  LETTER OF CREDIT AMOUNTS. Unless otherwise specified herein
      the amount of a Letter of Credit at any time shall be deemed to be the
      stated amount of such Letter of Credit in effect at such time; provided,
      however, that with respect to any Letter of Credit that, by its terms or
      the terms of any Issuer Document related thereto, provides for one or more
      automatic increases in the stated amount thereof, the amount of such
      Letter of Credit shall be deemed to be the maximum stated amount of such
      Letter of Credit after giving effect to all such increases, whether or not
      such maximum stated amount is in effect at such time.

            5.9.  LETTERS OF CREDIT ISSUED FOR SUBSIDIARIES. Notwithstanding
      that a Letter of Credit issued or outstanding hereunder is in support of
      any obligations of, or is for the account of, a Subsidiary, the US
      Borrower shall be obligated to reimburse the Issuing Lender hereunder for
      any and all drawings under such Letter of Credit. The US Borrower hereby
      acknowledges that the issuance of Letters of Credit for the account of
      Subsidiaries inures to the benefit of the US Borrower, and the US
      Borrower's business derives substantial benefits from the businesses of
      such Subsidiaries.

            5.10. LETTER OF CREDIT FEE. The US Borrower shall, on the first day
      of each calendar quarter for the immediately preceding calendar quarter,
      pay a fee (in each case, a "Letter of Credit Fee") to the Administrative
      Agent in respect of each Letter of Credit at a rate per annum equal to the
      Applicable Margin with respect to Letters of Credit multiplied by the face
      amount of such

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<PAGE>

      Letter of Credit. Such Letter of Credit Fee shall be allocated pro rata
      (according to the applicable Commitment Percentages) to each Lender. In
      addition, the US Borrower shall pay to the Administrative Agent, for the
      account of the Issuing Lender, (a) a fee at a rate per annum equal to
      one-eighth of one percent (0.125%) multiplied by the face amount of each
      Letter of Credit, such fee to be payable quarterly in arrears on the first
      US Business Day after the end of each calendar quarter for such calendar
      quarter then ending and (b) standard issuance, extension, processing,
      negotiating, amendment and administration fees, as determined in
      accordance with the Issuing Lender's or the Administrative Agent's
      customary fees and charges for similar facilities, such fees to be payable
      at such time or times as such charges are customarily made by the Issuing
      Lender.

      6.    CERTAIN GENERAL PROVISIONS.

            6.1.  FEES.

                  6.1.1. AGENT'S FEES. The Borrowers agree to pay from time to
            time to the Administrative Agent, for its own account, such fees
            (collectively, the "Agent's Fees") as are set forth in the Fee
            Letter.

                  6.1.2. CLOSING FEES. The Borrowers agree to pay to the
            Administrative Agent on the Closing Date the closing fees set forth
            in the Fee Letter.

            6.2.  FUNDS FOR PAYMENTS.

                  6.2.1. PAYMENTS TO ADMINISTRATIVE AGENT.

            (a)   The Administrative Agent shall debit an account of the US
      Borrower with the Administrative Agent for all (i) interest payments when
      due as provided in Section 2.5 with respect to the Revolving Credit Notes
      or otherwise due hereunder, (ii) Commitment Fees when due as provided in
      Section 2.2, and (iii) Letter of Credit Fees when due as provided in
      Section 5.10. The failure of the Administrative Agent to debit such
      account as provided herein with respect to any such payments shall not
      constitute a waiver of any payment due hereunder. All payments of
      principal, Reimbursement Obligations and any other amounts due hereunder
      or under any of the other Loan Documents in respect to the Notes shall be
      made to the Administrative Agent, for the respective accounts of the
      Lenders and the Administrative Agent, at the Administrative Agent's Office
      or at such other location that the Administrative Agent may from time to
      time designate, in each case in immediately available funds without setoff
      or counterclaim or other deduction.

            (b)   The Administrative Agent shall debit an account of the
      Canadian Borrower with the Administrative Agent for all interest payments
      when due as provided in Section 3.4 with respect to the Canadian Term
      Notes or otherwise due hereunder. The failure of the Administrative Agent
      to debit such account as provided herein with respect to any such payments
      shall not constitute a waiver of any payment due hereunder. All payments
      of principal and any other amounts due hereunder or under any of the other
      Loan Documents in respect to the Canadian Term Notes shall be made to the
      Administrative Agent, for the respective accounts of the applicable
      Lenders and the Administrative Agent, at the Administrative Agent's Office
      or at such other location in the United States that the Administrative
      Agent may from time to time designate, in each case in immediately
      available funds.

                  6.2.2. CURRENCY MATTERS.

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<PAGE>

            (a)   Dollars are the currency of account and payment for each and
      every sum at any time due from the US Borrower hereunder.

            (b)   Canadian Dollars are the currency of account and payment for
      each and every sum at any time due from the Canadian Borrower hereunder;
      provided that:

                  (i)   each payment in respect of costs, expenses and
            indemnities shall be made in the currency in which the same were
            incurred; and

                  (ii)  any amount expressed to be payable in a currency other
            than Canadian Dollars shall be paid in that other currency.

            (c)   No payment to any of the Administrative Agent or any Lender
      (whether under any judgment or court order or otherwise) shall discharge
      the obligation or liability in respect of which it was made unless and
      until the Administrative Agent or such other Lender shall have received
      payment in full in the currency in which such obligation or liability was
      incurred, and to the extent that the amount of any such payment shall, on
      actual conversion into such currency, fall short of such obligation or
      liability actual or contingent expressed in that currency, the Borrowers
      shall indemnify and reimburse the Administrative Agent or such other
      Lender, as the case may be, with respect to the amount of the shortfall,
      with such indemnity surviving the termination of this Credit Agreement and
      any legal proceeding, judgment or court order pursuant to which the
      original payment was made which resulted in the shortfall.

            (d)   If, for the purpose of obtaining judgment in any court or
      obtaining an order enforcing a judgment, it becomes necessary to convert
      any amount due under this Credit Agreement in Dollars or in any other
      currency (hereinafter in this Section 6.2.2 called the "first currency")
      into any other currency (hereinafter in this Section 6.2.2 called the
      "second currency"), then the conversion shall be made at the spot rate of
      exchange of the Administrative Agent (as conclusively determined by the
      Administrative Agent) at the Administrative Agent's close of business on
      the US or Canadian Business Day (as the case may be) next preceding the
      day on which the judgment is given or (as the case may be) the order is
      made. Any payment made to the Administrative Agent or any Lender pursuant
      to this Credit Agreement in the second currency shall constitute a
      discharge of the obligations of the Borrowers to pay to the Administrative
      Agent and the Lenders any amount originally due to the Administrative
      Agent and the Lenders in the first currency under this Credit Agreement
      only to the extent of the amount of the first currency which the
      Administrative Agent and each of the Lenders is able, on the date of the
      receipt by it of such payment in any second currency, to purchase, in
      accordance with the Administrative Agent's and such Lender's normal
      banking procedures, with the amount of such second currency so received.
      If the amount of the first currency falls short of the amount originally
      due to the Administrative Agent and the Lenders in the first currency
      under this Credit Agreement, the Borrowers hereby jointly and severally
      agree that they will indemnify the Administrative Agent and each of the
      Lenders against and save the Administrative Agent and each of the Lenders
      harmless from any shortfall so arising. This indemnity shall constitute a
      joint and several obligation of the Borrowers separate and independent
      from the other obligations contained in this Credit Agreement, shall give
      rise to a separate and independent cause of action and shall continue in
      full force and effect notwithstanding any judgment or order for a
      liquidated sum or sums in respect of amounts due to the Administrative
      Agent or any Lender under this Credit Agreement or under any such judgment
      or order. Any such shortfall shall be deemed to constitute a loss suffered
      by the Administrative Agent and each such Lender, as the case may be, and
      the Borrowers shall not be entitled to require any proof or evidence of
      any actual loss. The covenant

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<PAGE>

      contained in this Section 6.2.2 shall survive the payment in full of all
      of the other obligations of the Borrowers under this Credit Agreement.

            (e)   For all purposes of this Credit Agreement, the amount in one
      currency which shall be equivalent on any particular date to a specified
      amount in another currency shall be that amount (as conclusively
      ascertained by the Administrative Agent) in the first currency which is or
      could be purchased by the Administrative Agent (in accordance with its
      normal banking practices) with such specified amount in the second
      currency in any recognized Eurocurrency Interbank Market selected by the
      Administrative Agent in good faith for delivery on such date at the spot
      rate of exchange prevailing at or about 11:00 a.m., London time (or as
      soon thereafter as practicable), on such date.

            6.3.  COMPUTATIONS. All computations of interest on LIBOR Rate
      Loans, Canadian LIBOR Rate Loans and of Commitment Fees, Letter of Credit
      Fees or other fees shall, unless otherwise expressly provided herein, be
      based on a 360-day year and paid for the actual number of days elapsed.
      All computations of interest with respect to Base Rate Loans and Canadian
      Base Rate Loans shall be based on a 365-day year, and paid for the actual
      number of days elapsed. Except as otherwise provided in the definition of
      the term "Interest Period" with respect to LIBOR Rate Loans and Canadian
      LIBOR Rate Loans, whenever a payment hereunder or under any of the other
      Loan Documents becomes due on a day that is not a US or Canadian Business
      Day (as the case may be) the due date for such payment shall be extended
      to the next succeeding US or Canadian Business Day (as the case may be)
      and interest shall accrue during such extension. The outstanding amount of
      the Loans as reflected on the applicable Note Records from time to time
      shall be considered correct and binding on the applicable Borrower unless
      within five (5) US or Canadian Business Days (as the case may be) after
      receipt of any notice by the Administrative Agent or Lender of such
      outstanding amount, the Administrative Agent or such Lender shall notify
      the applicable Borrower to the contrary. With respect to the Canadian Term
      Loan, whenever interest is payable hereunder on the basis of a year of 365
      or 360 days, for the purposes of the Interest Act (Canada), the yearly
      rate of interest which is equivalent to the rate payable hereunder is the
      rate payable hereunder multiplied by the actual number of days in the year
      and divided by 365 or 360, as applicable. All interest will be calculated
      using the nominal rate method and not the effective rate method and the
      deemed reinvestment principle shall not apply to such calculations.

            6.4.  INABILITY TO DETERMINE LIBOR RATE OR CANADIAN LIBOR RATE. In
      the event, prior to the commencement of any Interest Period relating to
      any LIBOR Rate Loan or Canadian LIBOR Rate Loan (as the case may be), the
      Administrative Agent shall determine that adequate and reasonable methods
      do not exist for ascertaining the LIBOR Rate or Canadian LIBOR Rate (as
      the case may be) that would otherwise determine the rate of interest to be
      applicable to any such Loan during any Interest Period, the Administrative
      Agent shall forthwith give notice of such determination (which shall be
      conclusive and binding on the US Borrower, the Canadian Borrower and the
      Lenders) to the US Borrower or the Canadian Borrower (as the case may be)
      and the Lenders. In such event (a) any Loan Request or Conversion Request
      with respect to LIBOR Rate Loans shall be automatically withdrawn and
      shall be deemed a request for Base Rate Loans, (b) each LIBOR Rate Loan
      will automatically, on the last day of the then current Interest Period
      relating thereto, become a Base Rate Loan, (c) each Continuation Request
      with respect to Canadian LIBOR Rate Loans shall be automatically withdrawn
      and shall be deemed a request for Canadian Base Rate Loans, and (d) the
      obligations of the Lenders to make LIBOR Rate Loans or Canadian LIBOR Rate
      Loans (as the case may be) shall be suspended until the Administrative
      Agent determines that the circumstances giving rise to such suspension no
      longer exists,

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<PAGE>

      whereupon the Administrative Agent shall so notify the US Borrower or the
      Canadian Borrower (as the case may be) and the Lenders.

            6.5.  ILLEGALITY. Notwithstanding any other provisions herein, if
      any present or future law, regulation, treaty or directive or the
      interpretation or application thereof shall make it unlawful for any
      Lender to make or maintain LIBOR Rate Loans or Canadian LIBOR Rate Loans,
      such Lender shall forthwith give notice of such circumstances to the
      Borrowers and the other Lenders and thereupon (a) the commitment of such
      Lender to make LIBOR Rate Loans or Canadian LIBOR Rate Loans or convert
      Base Rate Loans to LIBOR Rate Loans shall forthwith be suspended and (b)
      such Lender's then outstanding LIBOR Rate Loans or Canadian LIBOR Rate
      Loans, if any, shall (i) if comprising LIBOR Rate Loans, be converted
      automatically to Base Rate Loans on the last day of each Interest Period
      applicable to such LIBOR Rate Loans or within such earlier period as may
      be required by law, and (ii) if comprising Canadian LIBOR Rate Loans, be
      converted automatically to Canadian Base Rate Loans on the last day of
      each Interest Period applicable to such Canadian LIBOR Rate Loans. Each of
      the US Borrower and the Canadian Borrower, as the case may be, hereby
      agrees promptly to pay the Administrative Agent for the account of such
      Lender, upon demand by such Lender, any additional amounts necessary to
      compensate such Lender for any costs incurred by such Lender in making any
      conversion in accordance with this Section 6.5, including any interest or
      fees payable by such Lender to Lenders of funds obtained by it in order to
      make or maintain its LIBOR Rate Loans or its Canadian LIBOR Rate Loans (as
      the case may be) hereunder.

            6.6.  ADDITIONAL COSTS, ETC. If the adoption of any future
      applicable law or any change in any present or future applicable law,
      which expression, as used herein, includes statutes, rules and regulations
      thereunder and interpretations thereof by any competent court or by any
      governmental or other regulatory body or official charged with the
      administration or the interpretation thereof and requests, directives,
      instructions and notices at any time or from time to time hereafter made
      upon or otherwise issued to any Lender or the Administrative Agent by any
      central bank or other fiscal, monetary or other authority (whether or not
      having the force of law), shall:

            (a)   subject any Lender or the Administrative Agent to any tax,
      levy, impost, duty, charge, fee, deduction or withholding of any nature
      with respect to this Credit Agreement (including, without limitation,
      taxes or other charges imposed as a result of such Lender's non-resident
      status), the other Loan Documents, any Letters of Credit, such Lender's
      Commitment or the Loans (other than taxes based upon or measured by the
      income or profits of such Lender or the Administrative Agent), or

            (b)   materially change the basis of taxation (except for changes in
      taxes on income or profits) of payments to any Lender of the principal of
      or the interest on any Loans or any other amounts payable to any Lender or
      the Administrative Agent under this Credit Agreement or any of the other
      Loan Documents, or

            (c)   impose or increase or render applicable (other than to the
      extent specifically provided for elsewhere in this Credit Agreement) any
      special deposit, reserve, prudential assessment, liquidity, capital
      adequacy or other similar requirements (whether or not having the force of
      law) against assets held by, or deposits in or for the account of, or
      loans by, or letters of credit issued by, or commitments of an office of
      any Lender, or

            (d)   impose on any Lender or the Administrative Agent any other
      conditions or requirements with respect to this Credit Agreement, the
      other Loan Documents, any Letters of

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<PAGE>

      Credit, the Loans, such Lender's Commitment, or any class of loans,
      letters of credit or commitments of which any of the Loans or such
      Lender's Commitment forms a part, and the result of any of the foregoing
      is

                  (i)   to increase the cost to any Lender of making, funding,
            issuing, renewing, extending or maintaining any of the Loans or such
            Lender's Commitment or any Letter of Credit, or

                  (ii)  to reduce the amount of principal, interest,
            Reimbursement Obligation or other amount payable to such Lender, or
            the Administrative Agent hereunder on account of such Lender's
            Commitment, any Letter of Credit or any of the Loans, or

                  (iii) to require such Lender or the Administrative Agent to
            make any payment or to forego any interest or Reimbursement
            Obligation or other sum payable hereunder, the amount of which
            payment or foregone interest or Reimbursement Obligation or other
            sum is calculated by reference to the gross amount of any sum
            receivable or deemed received by such Lender or the Administrative
            Agent from any of the Borrowers hereunder,

then, and in each such case, the applicable Borrower will, within ten (10) US or
Canadian (as applicable) Business Days after such Borrower's receipt of a
written request (setting forth a reasonably detailed explanation as to the
reason for any additional amounts payable pursuant to this Section 6.6) made by
such Lender or the Administrative Agent at any time and from time to time and as
often as the occasion therefor may arise, pay to such Lender or the
Administrative Agent such additional amounts as will be sufficient to compensate
such Lender or the Administrative Agent for such additional cost, reduction,
payment or foregone interest or Reimbursement Obligation or other sum; provided
that the applicable Borrower shall not be required to compensate a Lender
pursuant to this Section 6.6 for any amounts incurred more than six months prior
to the date that such Lender notifies such Borrower of such Lender's intention
to claim compensation therefor; and provided further that, if the circumstances
giving rise to such claim have a retroactive effect, then such six-month period
shall be extended to include the period of such retroactive effect.

            6.7.  CAPITAL ADEQUACY. If after the date hereof any Lender or the
      Administrative Agent determines that (a) the adoption of or change in any
      law, governmental rule, regulation, policy, guideline or directive
      (whether or not having the force of law) regarding capital requirements
      for banks or bank holding companies or any change in the interpretation or
      application thereof by a court or governmental authority with appropriate
      jurisdiction, or (b) compliance by such Lender or Administrative Agent or
      any corporation controlling such Lender or the Administrative Agent with
      any law, governmental rule, regulation, policy, guideline or directive
      (whether or not having the force of law) of any such entity regarding
      capital adequacy, has the effect of reducing the return on such Lender's
      or the Administrative Agent's commitment with respect to any Loans to a
      level below that which such Lender or the Administrative Agent could have
      achieved but for such adoption, change or compliance (taking into
      consideration such Lender's or the Administrative Agent's then existing
      policies with respect to capital adequacy and assuming full utilization of
      such entity's capital) by any amount deemed by such Lender or (as the case
      may be) the Administrative Agent to be material, then such Lender or the
      Administrative Agent may notify the applicable Borrower of such fact. To
      the extent that the amount of such reduction in the return on capital is
      based on the Commitment, or the Loans and is not reflected in the interest
      or fees payable by the US Borrower or the Canadian Borrower (as the case
      may be), such Borrower and such Lender shall thereafter attempt to
      negotiate in good faith, within thirty (30) days of the day on which such
      Borrower receives such notice, an adjustment payable

                                       41
<PAGE>

      hereunder that will adequately compensate such Lender in light of these
      circumstances. If such Borrower and such Lender are unable to agree to
      such adjustment within thirty (30) days of the date on which such Borrower
      receives such notice, then commencing on the date of such notice (but not
      earlier than the effective date of any such increased capital
      requirement), the fees payable hereunder shall increase by an amount that
      will, in such Lender's reasonable determination, provide adequate
      compensation. Each Lender shall allocate such cost increases among its
      customers in good faith and on an equitable basis.

            6.8.  CERTIFICATE. A certificate setting forth any additional
      amounts payable pursuant to Sections 6.6 or 6.7 and a brief explanation of
      such amounts which are due, submitted by any Lender or the Administrative
      Agent to the Borrowers, shall be conclusive, absent manifest error, that
      such amounts are due and owing.

            6.9.  INDEMNITY. The US Borrower and the Canadian Borrower (as the
      case may be) agree to indemnify each Lender and to hold such Lender
      harmless from and against any loss, cost or expense that such Lender may
      sustain or incur as a consequence of (a) default by such Borrower in
      payment of the principal amount of or any interest on any LIBOR Rate Loans
      or Canadian LIBOR Rate Loans (as the case may be) as and when due and
      payable, including any such loss or expense arising from interest or fees
      payable by such Lender to lenders of funds obtained by it in order to
      maintain its LIBOR Rate Loans or Canadian LIBOR Rate Loans (as the case
      may be), (b) default by such Borrower in making a borrowing or conversion
      after such Borrower has given (or is deemed to have given) a Revolving
      Credit Loan Request or a Conversion Request or Continuation Request
      relating thereto in accordance with Sections 2.6, 2.8, or 3.5 or (iii) the
      making of any payment of a LIBOR Rate Loan or Canadian LIBOR Rate Loan (as
      the case may be) or the making of any conversion of any LIBOR Rate Loan to
      a Base Rate Loan, on a day that is not the last day of the applicable
      Interest Period with respect thereto, including interest or fees payable
      by such Lender to lenders of funds obtained by it in order to maintain any
      such Loans, including, without limitation, repayments required by Section
      4.2. Such loss or reasonable expense shall include an amount equal to (A)
      the excess, if any, as reasonably determined by the applicable Lender of
      its cost of obtaining the funds for the LIBOR Rate Loan or Canadian LIBOR
      Rate Loan being paid, prepaid, converted, not converted, or not borrowed,
      as the case may be (based on the applicable LIBOR Rate or Canadian LIBOR
      Rate) for the period from the date of such payment, prepayment,
      conversion, or failure to borrow or convert, as the case may be, to the
      last day of the Interest Period for such Loan (or, in the case of a
      failure to borrow, the Interest Period for the Loan which would have
      commenced on the date of such failure to borrow) over (B) the amount of
      interest (as reasonably determined by such Lender) that would be realized
      by such Lender in reemploying the funds so paid, prepaid, converted, or
      not borrowed, converted, or prepaid for such period or Interest Period, as
      the case may be, which determinations shall be prima facie evidence
      thereof absent manifest error.

            6.10. INTEREST AFTER DEFAULT. During the continuance of an Event of
      Default, pursuant to Sections 14.1(a) or 14.1(b) (a "Payment Event of
      Default"), the principal and (to the extent permitted by applicable law)
      interest on the Loans and all other amounts payable hereunder or under any
      of the other Loan Documents (whether or not overdue) shall, until such
      Payment Event of Default has been cured or remedied or such Payment Event
      of Default has been waived by the Required Lenders pursuant to Section 27,
      bear interest at a rate per annum equal to two percent (2%) above the rate
      of interest then applicable thereto (or, if no rate of interest is then
      applicable thereto, the Base Rate or Canadian Base Rate, as applicable)
      until such amount shall be paid in full (after as well as before
      judgment).

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<PAGE>

            6.11. REPLACEMENT OF LENDERS. If any Lender (an "Affected Lender")
      (a) makes demand upon a Borrower for (or if a Borrower is otherwise
      required to pay) amounts pursuant to Sections 6.12(d), 6.6, or 6.7, (b) is
      unable to make or maintain LIBOR Rate Loans as a result of a condition
      described in Section 6.4 or (c) defaults in its obligation to make Loans,
      in accordance with the terms of this Credit Agreement or participate in
      any Swingline Loan (such Lender being referred to as a "Defaulting
      Lender"), such Borrower within ninety (90) days of receipt of such demand,
      notice (or the occurrence of such other event causing such Borrower to be
      required to pay such compensation or causing.06.4 to be applicable), or
      default, as the case may be, by notice (a "Replacement Notice") in writing
      to the Administrative Agent and such Affected Lender (i) request the
      Affected Lender to cooperate with such Borrower in obtaining a replacement
      lender satisfactory to the Administrative Agent and such Borrower (the
      "Replacement Lender"); (ii) request the non-Affected Lenders to acquire
      and assume all of the Affected Lender's Loans and Commitments, as provided
      herein, but none of such Lenders shall be under an obligation to do so; or
      (iii) designate a Replacement Lender approved by the Administrative Agent,
      such approval not to be unreasonably withheld or delayed. If any
      satisfactory Replacement Lender shall be obtained, and/or if any one or
      more of the non-Affected Lenders shall agree to acquire and assume all of
      the Affected Lender's Loans and Commitments, then such Affected Lender
      shall assign, in accordance with Section 20, all of its Commitments,
      Loans, Letter of Credit Participations, and other rights and obligations
      under this Credit Agreement and all other Loan Documents to such
      Replacement Lender or non-Affected Lenders, as the case may be, in
      exchange for payment of the principal amount so assigned and all interest
      and fees accrued on the amount so assigned, plus all other Obligations
      then due and payable to the Affected Lender; provided, however, that (A)
      such assignment shall be without recourse, representation or warranty and
      shall be on terms and conditions reasonably satisfactory to such Affected
      Lender and such Replacement Lender and/or non-Affected Lenders, as the
      case may be, and (B) prior to any such assignment, the Borrowers shall
      have paid to such Affected Lender all amounts properly demanded and
      unreimbursed under Sections 6.1.2(d), 6.6 or 6.7. Upon the effective date
      of such assignment, the applicable Borrower shall issue replacement Notes,
      if applicable, to such Replacement Lender and/or non-Affected Lenders, as
      the case may be, and such institution shall become a "Lender" for all
      purposes under this Credit Agreement and the other Loan Documents.

            6.12. TAXES.

            (a)   All payments by the Borrowers hereunder and under any of the
      other Loan Documents shall be made without setoff or counterclaim and free
      and clear of and without deduction for any Indemnified Taxes or Other
      Taxes unless any Borrower is compelled by law to make such deduction or
      withholding. If any such Indemnified Taxes or Other Taxes is imposed upon
      a Borrower with respect to any amount payable by it hereunder or under any
      of the other Loan Documents, (i) such Borrower will pay to the
      Administrative Agent, for the account of the applicable Lenders or (as the
      case may be) the Administrative Agent, on the date on which such amount is
      due and payable hereunder or under such other Loan Document, such
      additional amount as shall be necessary to enable the applicable Lenders,
      or Administrative Agent to receive the same net amount which the
      applicable Lenders, or Administrative Agent would have received on such
      due date had no such obligation been imposed upon such Borrower, (ii) such
      Borrower shall make such deductions or withholding and (iii) such Borrower
      shall pay the full amount deducted to the relevant authority in accordance
      with applicable law. Such Borrower will deliver promptly to the
      Administrative Agent certificates or other valid vouchers for all taxes or
      other charges deducted from or paid with respect to payments made by such
      Borrower hereunder or under such other Loan Document.

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<PAGE>

            (b)   In addition, each of the Borrowers agree to pay any present or
      future stamp or documentary taxes and any other excise or property taxes,
      charges or similar levies which arise from any payment made hereunder or
      under any Loan or from the execution or delivery of, or otherwise with
      respect to, this Credit Agreement or any Loan ("Other Taxes").

            (c)   If a Lender determines in its sole and absolute discretion
      that it has received a credit or other benefit in respect of any such tax
      deduction reimbursed or made on its behalf by the Borrowers, it shall
      promptly remit the same to or for the account of such Borrower; provided
      that no Lender shall be required to take a tax reporting position pursuant
      to the foregoing provision which will produce any net benefit to it with
      respect to foreign tax payments.

            (d)   On or before the date it becomes a party to this Credit
      Agreement and from time to time thereafter upon any change in status
      rendering any certificate or document previously delivered pursuant to
      this Section 6.12 invalid or inaccurate, each Lender that is not a U.S.
      Person as defined in Section 7701(a)(30) of the Code for federal income
      tax purposes (a "Non-U.S. Lender") shall (if legally able to do so)
      deliver to the US Borrower such certificates, documents or other evidence,
      as required by the Code or Treasury Regulations issued pursuant thereto,
      including (A) in the case of a Non-U.S. Lender that is a "bank" for
      purposes of Section 881(c)(3)(A) of the Code, Internal Revenue Service
      Form W-8BEN or Form W-8ECI or any applicable successor form or other
      applicable form pertaining to any such Lender and any other certificate or
      statement of exemption required by Treasury Regulation Section 1.1441-1,
      1.1441-4 or 1.1441-6(c) or any subsequent version thereof or subsequent
      version thereto, properly completed and duly executed by such Lender
      establishing that such payment is (A) not subject to United States Federal
      withholding tax under the Code because such payment is effectively
      connected with conduct by such Lender of a trade or business in the United
      States or (B) totally exempt from United States Federal withholding tax
      or, if due to a change in law occurring after the date such Lender became
      a party hereto, subject to a reduced rate of such tax under a provision of
      an applicable tax treaty and (ii) in the case of a Non-U.S. Lender that is
      not a "bank" for purposes of Section 881(c)(3)(A) of the Code, a
      certificate in form and substance reasonably satisfactory to the
      Administrative Agent and the US Borrower and to the effect that (A) such
      Non-U.S. Lender is not a "bank" for purposes of Section 881(c)(3)(A) of
      the Code, is not subject to regulatory or other legal requirements as a
      bank in any jurisdiction, and has not been treated as a bank for purposes
      of any tax, securities law or other filing or submission made to any
      governmental authority, any application made to a rating agency or
      qualification for any exemption from any tax, securities law or other
      legal requirements, (B) is not a ten (10) percent shareholder for purposes
      of Section 881(c)(3)(B) or Section 871(h)(3)(B) of the Code and (C) is not
      a controlled foreign corporation receiving interest from a related person
      for purposes of Section 881(c)(3)(C) of the Code, together with a properly
      completed Internal Revenue Service Form W-8 (or successor form). Each
      Lender agrees that it shall, promptly upon a change of its lending office
      or the selection of any additional lending office, to the extent the forms
      previously delivered by it pursuant to this section are no longer
      effective, and promptly upon the US Borrower's or the Administrative
      Agent's reasonable request after the occurrence of any other event
      (including the passage of time) requiring the delivery of a Form W-8BEN,
      Form W-8ECI, or other applicable Form W-8 in addition to or in replacement
      of the forms previously delivered, deliver to the US Borrower and the
      Administrative Agent, as applicable, if and to the extent it is properly
      entitled to do so, a properly completed and executed Form W-8BEN, Form
      W-8ECI, or other applicable Form W-8 (or any successor forms thereto).

            6.13. INTEREST LIMITATION. Notwithstanding any other term of this
      Credit Agreement or any Note or any other document referred to herein or
      therein, the maximum amount of interest which may be charged to or
      collected from any Person liable hereunder or under any Note by any

                                       44
<PAGE>

      Lender shall be absolutely limited to, and shall in no event exceed, the
      maximum amount of interest which could lawfully be charged or collected
      under applicable law (including, to the extent applicable, the provisions
      of Section 5197 of the Revised Statutes of the United States of America,
      as amended, 12 U.S.C. Section 85, as amended and the Criminal Code
      (Canada)), so that the maximum of all amounts constituting interest under
      applicable law, however computed, shall never exceed as to any Person
      liable therefor such lawful maximum, and any term of this Credit Agreement
      or any other Loan Document referred to herein or therein which could be
      construed as providing for interest in excess of such lawful maximum shall
      be and hereby is made expressly subject to and modified by the provisions
      of this paragraph.

            6.14. SUBORDINATION AGREEMENTS OF THE BORROWERS.

            (a)   Each of the Borrowers hereby agrees that the payment of any
      amounts due with respect to the indebtedness owing by the other Borrower
      to such Borrower is hereby subordinated to the prior payment in full in
      cash of the Obligations. If such Borrower shall collect, enforce or
      receive any amounts in respect of such indebtedness before payment in full
      in cash of the Obligations, such amounts shall be collected, enforced,
      received by such Borrower as trustee for the Administrative Agent and be
      paid over to the Administrative Agent for the pro rata accounts of the
      relevant Lenders to be applied to repay (or be held as security for the
      repayment of) the Obligations or Canadian Obligations, as applicable.

            (b)   The payment of any amounts due with respect to any
      indebtedness of the Borrowers or GWCA for money borrowed or credit
      received now or hereafter owed to the Guarantors is hereby subordinated to
      the prior payment in full in cash of all of the Obligations. If any
      Guarantor shall collect, enforce or receive any amounts in respect of such
      indebtedness while any Obligations are still outstanding, such amounts
      shall be collected, enforced and received by such Guarantor as trustee for
      the Lenders and the Administrative Agent and be paid over to the
      Administrative Agent, for the benefit of the Lenders and the
      Administrative Agent on account of the Obligations without affecting in
      any manner the liability of such Guarantor under the other provisions
      hereof.

            (c)   The provisions of this Section 6.14 are made for the benefit
      of the Administrative Agent and the Lenders and their successors and
      assigns, and may be enforced in good faith by them from time to time
      against either or both of the Borrowers as often as the occasion therefor
      may arise and without requirement on the part of the Administrative Agent
      or the Lenders first to marshal any of their claims or to exercise any of
      their rights against the other Borrower or to exhaust any remedies
      available to them against the other Borrower or to resort to any other
      source or means of obtaining payment of any of the Obligations hereunder
      or to elect any other remedy. The provisions of this Section 6.14 shall
      remain in effect until all of the Obligations shall have been paid in full
      or otherwise fully satisfied. If at any time, any payment, or any part
      thereof, made in respect of any of the Obligations, is rescinded or must
      otherwise be restored or returned by the Administrative Agent or the
      Lenders upon the insolvency, bankruptcy or reorganization of either of the
      Borrowers or is repaid in good faith settlement of a pending or threatened
      avoidance claim, or otherwise, the provisions of this Section 6.14 will
      forthwith be reinstated in effect, as though such payment had not been
      made.

      7.    GUARANTY

            7.1.  GUARANTY. As an inducement to the Lenders to make the Loans
      and the Issuing Lender to issue the Letters of Credit (where applicable)
      available to the Borrowers, (a) the US Guarantors hereby unconditionally
      and irrevocably guarantee (i) the full punctual payment when

                                       45
<PAGE>

      due, whether at stated maturity, by acceleration or otherwise, of all
      Obligations of the Borrowers now or hereafter existing whether for
      principal, interest, fees, expenses or otherwise under this Credit
      Agreement or any of the other Loan Documents, and (ii) the strict
      performance and observance by the Borrowers of all agreements, warranties
      and covenants applicable to the Borrowers in the Loan Documents (such
      Obligations collectively being hereafter referred to as the US Guarantors'
      "US Guaranteed Obligations"); and (b) to the fullest extent permitted by
      applicable law, GWI and the Canadian Guarantors hereby unconditionally and
      irrevocably guarantee (i) the full punctual payment when due, whether at
      stated maturity, by acceleration or otherwise, of the Canadian
      Obligations, and (ii) the strict performance and observance by the
      Canadian Borrower of all agreements, warranties and covenants applicable
      to the Canadian Borrower in the Loan Documents (such obligations
      collectively being referred to as GWI's and the Canadian Guarantors'
      "Canadian Guaranteed Obligations").

            7.2.  GUARANTORS AGREEMENT TO PAY ENFORCEMENT COSTS, ETC. To
      the extent the Guarantors are permitted to do so by applicable law, each
      of the Guarantors guarantees that its Guaranteed Obligations will be paid
      strictly in accordance with the terms hereof, regardless of (a) any law,
      regulation, order, decree or directive (whether or not having the force of
      law) or any interpretation thereof now or hereafter in effect in any
      jurisdiction affecting any of such terms or the rights of any Lender or
      the Administrative Agent with respect thereto, including, without
      limitation, any law, regulation, order, decree or directive or
      interpretation thereof that purports to require or permit the satisfaction
      of any Guaranteed Obligation other than strictly in accordance with the
      terms of this Credit Agreement (such as by the tender of a currency other
      than as provided in Section 6.2.2 or that restricts the procurement of
      such currency by the Borrowers or the Guarantors), or (b) any agreement,
      whether or not signed by or on behalf of the Administrative Agent or the
      Lenders, in connection with the restructuring or rescheduling of public or
      private obligations in any Borrower's country, whether or not such
      agreement is stated to cause or permit the discharge of the Obligations
      prior to the final payment in full of the Obligations in the currency
      required by Section 6.2.2 in strict accordance with this Credit Agreement.
      The liability of each Guarantor with regard to its Guaranteed Obligations
      shall be absolute and unconditional irrespective of:

                        (i)   any change in the time, manner or place of payment
                  of, or in any other term of, all or any of its Guaranteed
                  Obligations or any other amendment or waiver of or any consent
                  to departure from this Credit Agreement or any other Loan
                  Document;

                        (ii)  any release or amendment or waiver of or consent
                  to departure from any other guaranty, for all or any of its
                  Guaranteed Obligations;

                        (iii) any change in ownership of the Borrowers;

                        (iv)  any acceptance of any partial payment(s) from the
                  Borrowers or any other Guarantor; or

                        (v)   any setoff, defense, counterclaim or other
                  circumstance whatsoever (in any case, whether based on
                  contract, tort or any other theory) which might otherwise
                  constitute a legal or equitable defense available to, or a
                  discharge of (other than by payment in full in cash), any of
                  the Borrowers or a Guarantor in respect of its Obligations
                  under any Loan Document.

      This Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any Guaranteed Obligation is rescinded or
must otherwise be returned by the Lenders or

                                       46
<PAGE>

the Administrative Agent upon the insolvency, bankruptcy or reorganization of
any Borrower or otherwise, all as though such payment had not been made.

            7.3.  EFFECTIVENESS; ENFORCEMENT. This Guaranty shall be effective
      and shall be deemed to be made with respect to each Loan made and each
      Letter of Credit issued as of the time it is made or issued, as
      applicable. No invalidity, irregularity or unenforceability by reason of
      any bankruptcy or similar law, or any law or order of any government or
      agency thereof purporting to reduce, amend or otherwise affect any
      liability of any Borrower, and no defect in or insufficiency or want of
      powers of any Borrower or irregular or improperly recorded exercise
      thereof, shall impair, affect, be a defense to or claim against this
      Guaranty. This Guaranty is a continuing guaranty and shall (a) survive any
      termination of this Credit Agreement, and (b) remain in full force and
      effect until all Commitments have expired, all Outstanding Letters of
      Credit have expired, matured or otherwise been terminated, and all
      Guaranteed Obligations and all other amounts payable hereunder have been
      performed and paid in full in cash or otherwise satisfied. This Guaranty
      is made for the benefit of the Administrative Agent and the Lenders and
      their successors and assigns, and may be enforced from time to time as
      often as occasion therefor may arise and without requirement on the part
      of the Administrative Agent or the Lenders first to exercise any rights
      against the Borrowers, or to resort to any other source or means of
      obtaining payment of any of the said obligations or to elect any other
      remedy.

            7.4.  WAIVERS. Except as otherwise specifically provided in any of
      the Loan Documents, each of the Guarantors hereby waives promptness,
      diligence, protest, notice of protest, all suretyship defenses, the
      benefit of discussion, the benefit of division, notice of acceptance and
      any other notice with respect to any of its Guaranteed Obligations and
      this Guaranty or any right to insist that the Administrative Agent first
      exhaust any right or take any action against the Borrowers, or any other
      Person. Each of the Guarantors also irrevocably waives, to the fullest
      extent permitted by law, all defenses which at any time may be available
      to it in respect of its Guaranteed Obligations by virtue of any statute of
      limitations, valuation, stay, moratorium law or other similar law now or
      hereafter in effect.

            7.5.  EXPENSES. Each of the Guarantors hereby promises to reimburse
      (a) the Administrative Agent for all reasonable out-of-pocket fees and
      disbursements (including all reasonable attorneys' fees), incurred or
      expended in connection with the preparation, filing or recording, or
      interpretation of this Guaranty, the Credit Agreement and the other Loan
      Documents to which such Guarantor is a party, or any amendment,
      modification, approval, consent or waiver hereof or thereof, and (b) the
      Administrative Agent and the Lenders and their respective Affiliates for
      all reasonable out-of-pocket fees and disbursements (including reasonable
      attorneys' fees for the Administrative Agent's counsel, including local
      and special counsel, and one additional firm of counsel for the Lenders),
      incurred or expended in connection with the enforcement of its Guaranteed
      Obligations (whether or not legal proceedings are instituted).

            7.6.  CONCERNING JOINT AND SEVERAL LIABILITY OF THE GUARANTORS.

            (a)   Each of the Guarantors hereby irrevocably and unconditionally
      accepts, not merely as a surety but also as a co-debtor, joint and several
      liability with the applicable Borrower, with respect to the payment and
      performance of all of its Guaranteed Obligations (including, without
      limitation, any Guaranteed Obligations arising under this Section 7), it
      being the intention of the parties hereto that (i) all such Guaranteed
      Obligations shall be the joint and several Guaranteed Obligations of the
      US Guarantors; and (ii) the Canadian Guaranteed Obligations shall be the
      joint

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<PAGE>

      and several Obligations of GWI and the Canadian Guarantors without
      preferences or distribution among them.

            (b)   If and to the extent that the applicable Borrower shall fail
      to make any payment with respect to any of its Obligations as and when due
      or to perform any of its Obligations in accordance with the terms thereof,
      then in each such event the applicable co-Guarantors will make such
      payment with respect to, or perform, such Guaranteed Obligations.

            (c)   The Guaranteed Obligations of each Guarantor under the
      provisions of this Section 7 constitute full recourse obligations of such
      Guarantor enforceable against such Guarantor to the full extent of its
      properties and assets, irrespective of the validity, regularity or
      enforceability of this Credit Agreement or any other circumstance
      whatsoever.

            (d)   Except as otherwise expressly provided in this Credit
      Agreement, each of the Guarantors hereby waives notice of acceptance of
      its joint and several liability, notice of any Loans made or Letters of
      Credit issued under this Credit Agreement, notice of any action at any
      time taken or omitted by the Administrative Agent or the Lenders under or
      in respect of any of the Guaranteed Obligations, and, generally, to the
      extent permitted by applicable law, all demands, notices and other
      formalities of every kind in connection with this Credit Agreement and
      this Guaranty. Each of the Guarantors hereby assents to, and waives notice
      of, any extension or postponement of the time for the payment of any of
      the Guaranteed Obligations, the acceptance of any payment of any of the
      Guaranteed Obligations, the acceptance of any partial payment thereon, any
      waiver, consent or other action or acquiescence by the Administrative
      Agent or the Lenders at any time or times in respect of any Default or
      Event of Default by any of the Borrowers or the Guarantors in the
      performance or satisfaction of any term, covenant, condition or provision
      of this Credit Agreement, any and all other indulgences whatsoever by the
      Administrative Agent or the Lenders in respect of any of the Guaranteed
      Obligations, and the taking, addition, substitution or release, in whole
      or in part, at any time or times, of any security for any of the
      Guaranteed Obligations or the addition, substitution or release, in whole
      or in part, of any of the Borrowers or any other Guarantor. Without
      limiting the generality of the foregoing, each of the Guarantors assents
      to any other action or delay in acting or failure to act on the part of
      the Lenders or the Administrative Agent with respect to the failure by any
      of the Borrowers or any other Guarantor to comply with its respective
      Obligations or Guaranteed Obligations, including, without limitation, any
      failure strictly or diligently to assert any right or to pursue any remedy
      or to comply fully with applicable laws or regulations thereunder, which
      might, but for the provisions of this Section 7, afford grounds for
      terminating, discharging or relieving any Guarantor, in whole or in part,
      from any of the Guaranteed Obligations under this Section 7, it being the
      intention of the Guarantors that, so long as any of the Guaranteed
      Obligations hereunder remain unsatisfied, the Guaranteed Obligations of
      each of the Guarantors under this Section 7 shall not be discharged except
      by performance and then only to the extent of such performance. The
      Guaranteed Obligations of each of the Guarantors under this Section 7
      shall not be diminished or rendered unenforceable by any winding up,
      reorganization, arrangement, liquidation, reconstruction or similar
      proceeding with respect to any of the Borrowers or the Guarantors or the
      Lenders or the Administrative Agent. The joint and several liability of
      each of the Guarantors hereunder shall continue in full force and effect
      notwithstanding any absorption, merger, consolidation, amalgamation or any
      other change whatsoever in the name, membership, constitution or place of
      formation of the Borrowers or the Guarantors, the Lenders or the
      Administrative Agent.

            (e)   The US Guarantors, GWI (solely in its capacity as a Guarantor
      of the Canadian Guaranteed Obligations under this Section 7) and the
      Canadian Guarantors (solely in their capacity as Guarantors of the
      Canadian Guaranteed Obligations), shall be liable under the Guaranty under

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<PAGE>

      this Section 7 only for the maximum amount of such liabilities that can be
      incurred under applicable law without rendering this Credit Agreement, as
      it relates to the guaranty under this Section 7, voidable under applicable
      law relating to fraudulent conveyance, fraudulent transfer and corporate
      financial assistance, and not for any greater amount. Accordingly, if any
      obligation under any provision of the guaranty under this Section 7 shall
      be declared to be invalid or unenforceable in any respect or to any
      extent, it is the stated intention and agreement of the Guarantors, the
      Administrative Agent and the Lenders that any balance of the obligation
      created by such provision and all other obligations of the Guarantors
      under this Section 7 to the Lenders or the Administrative Agent shall
      remain valid and enforceable, and that all sums not in excess of those
      permitted under applicable law shall remain fully collectible by the
      Lenders and the Administrative Agent from the US Guarantors, GWI, the
      Canadian Borrower and the Canadian Guarantors, as the case may be.

            (f)   To the extent any Guarantor makes a payment hereunder in
      excess of the aggregate amount of the benefit received by such Guarantor
      in respect of the extensions of credit under the Credit Agreement (the
      "Benefit Amount"), then such Guarantor, after the payment in full, in
      cash, of all of the Obligations, shall be entitled to recover from the
      Borrowers and each other Guarantor such excess payment, pro rata, in
      accordance with the ratio of the Benefit Amount received by each such
      other Guarantor to the total Benefit Amount received by all Guarantors,
      and the right to such recovery shall be deemed to be an asset and property
      of such Guarantor so funding; provided, that each of the Guarantors hereby
      agrees that it will not enforce any of its rights of contribution or
      subrogation against the other Guarantors with respect to any liability
      incurred by it hereunder or under any of the other Loan Documents, any
      payments made by it to any of the Lenders or the Administrative Agent with
      respect to any of the Obligations or any collateral security therefor
      until such time as all of the Obligations have been irrevocably paid in
      full in cash. Any claim which any Guarantor may have against any other
      Guarantor with respect to any payments to the Lenders or the
      Administrative Agent hereunder or under any other Loan Document are hereby
      expressly made subordinate and junior in right of payment, without
      limitation as to any increases in the Obligations arising hereunder or
      thereunder, to the prior payment in full in cash of the Obligations and,
      in the event of any insolvency, bankruptcy, receivership, liquidation,
      reorganization or other similar proceeding under the laws of any
      jurisdiction relating to any Guarantor, its debts or its assets, whether
      voluntary or involuntary, all such Obligations shall be paid in full in
      cash before any payment or distribution of any character, whether in cash,
      securities or other property, shall be made to any other Guarantor
      therefor.

            (g)   Each of the Guarantors hereby agrees that the payment of any
      amounts due with respect to the indebtedness owing by any Guarantor to any
      other Guarantor or Borrower is hereby subordinated to the prior payment in
      full in cash of the Obligations. If, notwithstanding the foregoing
      sentence, such Guarantor shall collect, enforce or receive any amounts in
      respect of such indebtedness before payment in full in cash of the
      Obligations, such amounts shall be collected, enforced, received by such
      Guarantor as trustee for the Lenders, and the Administrative Agent and be
      paid over to the Administrative Agent, for the benefit of the Lenders and
      the Administrative Agent, to be applied to repay (or be held as security
      for the repayment of) the Obligations.

            (h)   The provisions of this Section 7 (other than 7.6(f), which is
      made for the benefit of the Guarantors) are made for the benefit of the
      Administrative Agent and the Lenders and their successors and assigns, and
      may be enforced in good faith by them from time to time against the
      Guarantors as often as occasion therefor may arise and without requirement
      on the part of the Administrative Agent or the Lenders first to marshal
      any of their claims or to exercise any of their rights against the
      Borrowers or the Guarantors or to exhaust any remedies available to them

                                       49
<PAGE>

      against the Borrowers or the Guarantors or to resort to any other source
      or means of obtaining payment of any of the obligations hereunder or to
      elect any other remedy. The provisions of this Section 7 shall remain in
      effect until all of the Guaranteed Obligations shall have been paid in
      full or otherwise fully satisfied and the Commitments have expired and all
      outstanding Letters of Credit have expired, matured or otherwise been
      terminated. If at any time, any payment, or any part thereof, made in
      respect of any of the Guaranteed Obligations, is rescinded or must
      otherwise be restored or returned by the Lenders or the Administrative
      Agent upon the insolvency, bankruptcy or reorganization of any of the
      Borrowers or the Guarantors, or otherwise, the provisions of this Section
      7 will forthwith be reinstated in effect, as though such payment had not
      been made.

      Until the final payment and performance in full in cash of all of the
Obligations, no Guarantor shall exercise, and each Guarantor hereby waives any
rights such Guarantor may have against any of the Borrowers or any other
Guarantor arising as a result of payment by such Guarantor hereunder, by way of
subrogation, reimbursement, restitution, contribution or otherwise, and will not
prove any claim in competition with the Administrative Agent or any Lender in
respect of any payment hereunder in any bankruptcy, insolvency or reorganization
case or proceedings of any nature; such Guarantor will not claim any setoff,
recoupment or counterclaim against the Borrowers or the other Guarantor in
respect of any liability of the Borrowers to such Guarantor; and such Guarantor
waives any benefit of and any right to participate in any collateral security
which may be held by the Administrative Agent or any Lender.

            7.7.  INDEMNITY. Each of the Guarantors, as a separate and
      additional liability, further undertakes and agrees to indemnify and keep
      indemnified upon written demand (setting forth a reasonably detailed
      explanation as to the reason for any additional amounts payable pursuant
      to this Section 7.7), each of the Lenders and the Administrative Agent
      (together and each separately in this Section 7.7 called the "Creditors")
      against any loss, damage, cost, charge or expense whatsoever that the
      Creditors suffer by reason of, in connection with, or as a consequence of:

            (a)   the non-payment of any of its Guaranteed Obligations or the
      non-performance or non-observance of any of its Guaranteed Obligations;

            (b)   the liability of the Borrowers or GWCA, as applicable, to pay
      the Guaranteed Obligations to the Creditors or to perform the Guaranteed
      Obligations being void, voidable or unenforceable in whole or in part, as
      a result of any lack of capacity, power or authority or any improper
      exercise of power or authority on the part of the Borrowers or GWCA;

            (c)   the Borrowers or GWCA becoming insolvent, including: (i) the
      amount of any payment made to the Creditors which is void or voidable
      against any person; and (ii) the amount of any interest (including
      capitalized interest) which does not accrue from the date of insolvency or
      is not recoverable by reason of the insolvency, and which would otherwise
      have been recoverable from the Guarantors under this Credit Agreement; or

            (d)   the Guaranteed Obligations being (or moneys which would have
      been Guaranteed Obligations had they not been irrecoverable) not
      recoverable from the Borrowers or GWCA in whole or in part and not
      recoverable from the Guarantors under the guaranty in this Section 7 by
      reason of any other fact or circumstance whatsoever and whether the
      transactions or any of them relating to such moneys have been void,
      voidable or illegal or have been subsequently avoided and whether or not
      any of the matters or facts relating thereto have been or ought to have
      been within the knowledge of the Creditors.

      8.    REPRESENTATIONS AND WARRANTIES.

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<PAGE>

      Each of the Borrowers represents and warrants to the Lenders and the
Administrative Agent as follows:

            8.1.  CORPORATE AUTHORITY.

                  8.1.1. INCORPORATION; GOOD STANDING. Each of the Borrowers and
            its Restricted Subsidiaries (a) is a corporation, partnership or
            limited liability company duly organized, validly existing and in
            good standing under the laws of its state or country of
            incorporation or formation, (b) has all requisite corporate or other
            power to own its property and conduct its business as now conducted
            and as presently contemplated, and (c) is in good standing as a
            foreign corporation (or similar business entity) and is duly
            authorized to do business in each jurisdiction where such
            qualification is necessary except where a failure to be so qualified
            would not have a Material Adverse Effect.

                  8.1.2. AUTHORIZATION. The execution, delivery and performance
            of this Credit Agreement and the other Loan Documents to which any
            of the Borrowers or any of their Restricted Subsidiaries is or is to
            become a party and the transactions contemplated hereby and thereby
            (a) are within the corporate or other authority of such Person, (b)
            have been duly authorized by all necessary corporate or other
            proceedings, (c) do not and will not conflict with or result in any
            breach or contravention of any provision of law, statute, rule or
            regulation to which any such Person is subject or any judgment,
            order, writ, injunction, license or permit applicable to any such
            Person unless no Material Adverse Effect and (d) do not conflict
            with any provision of the Governing Documents of, or any agreement
            or other material instrument binding upon any such Person.

                  8.1.3. ENFORCEABILITY. The execution and delivery of this
            Credit Agreement and the other Loan Documents to which any of the
            Borrowers or any of their Restricted Subsidiaries is or is to become
            a party will result in valid and legally binding obligations of such
            Person enforceable against it in accordance with the respective
            terms and provisions hereof and thereof, except as enforceability is
            limited by bankruptcy, insolvency, reorganization, moratorium or
            other laws relating to or affecting generally the enforcement of
            creditors' rights and except to the extent that availability of the
            remedy of specific performance or injunctive relief is subject to
            the discretion of the court before which any proceeding therefor may
            be brought.

            8.2.  GOVERNMENTAL APPROVALS. The execution, delivery and
      performance by each of the Borrowers and each of its Restricted
      Subsidiaries of this Credit Agreement, the other Loan Documents to which
      any of the Borrowers or any of their Restricted Subsidiaries is or is to
      become a party and the transactions contemplated hereby and thereby do not
      require the approval, consent, order, authorization or license by, or
      giving of notice to, or taking of any other action with respect to, any
      governmental agency or authority of any jurisdiction (including, without
      limitation, the STB), or other fiscal, monetary or other authority, under
      any provisions of any laws or governmental rules, regulations, orders, or
      decrees of any jurisdiction or the central bank of any jurisdiction or
      other fiscal, monetary or other authority, under any provision of any laws
      or governmental rules, regulations, orders or decrees of any jurisdiction
      applicable to or binding on any Borrower or any of their Restricted
      Subsidiaries.

            8.3.  TITLE TO PROPERTIES; LEASES. Except as indicated on Schedule
      8.3 hereto, each of the Borrowers and each of its Restricted Subsidiaries
      own all of the assets reflected in the consolidated and consolidating
      balance sheets of the US Borrower and its Restricted Subsidiaries as at
      the Balance Sheet Date or acquired since that date (except property and
      assets sold or

                                       51
<PAGE>

      otherwise disposed of in the ordinary course of business since that date),
      subject to no rights of others, including any mortgages, leases,
      conditional sales agreements, title retention agreements, Liens or other
      encumbrances except Permitted Liens and the rights of lessees and other
      parties lawfully in possession in the ordinary course of business.

            8.4.  FINANCIAL STATEMENTS AND PROJECTIONS.

                  8.4.1. FINANCIAL STATEMENTS. There has been furnished to each
            of the Lenders the consolidated balance sheet of the US Borrower and
            its Subsidiaries as of the Balance Sheet Date, and consolidated
            statements of income and cash flows of the US Borrower and its
            Subsidiaries, in each case for the fiscal year then ended, audited
            by PriceWaterhouseCoopers LLP. There has also been furnished to each
            of the Lenders the consolidated balance sheets for the Borrowers and
            their Restricted Subsidiaries and the consolidating balance sheets
            of the Borrowers and their Restricted Subsidiaries, in each case as
            of the Balance Sheet Date and June 30, 2004, and the related
            consolidated statements of income and cash flow for the Borrowers
            and their Restricted Subsidiaries for the fiscal quarters then
            ended, and the consolidating statements of income and cash flow for
            the Borrowers and their Restricted Subsidiaries for the fiscal
            quarters then ended, each setting forth in comparative form the
            figures for the previous fiscal year. All such balance sheets,
            statements of income, cash flow statements and financial statements
            have been prepared in accordance with GAAP and fairly present the
            financial condition of the Borrowers and their Restricted
            Subsidiaries, as at the close of business on the dates thereof and
            the results of operations for the fiscal year or other period then
            ended. There are no contingent liabilities of the Borrowers or their
            Restricted Subsidiaries as of such dates involving material amounts,
            to the best of the knowledge of the officers of any of the
            Borrowers, which were not disclosed in such balance sheet and
            statements and the notes related thereto.

                  8.4.2. PROJECTIONS. The projections of the Borrowers and their
            Restricted Subsidiaries including (a) on an annual basis,
            consolidated balance sheets, income and cash flow statements of the
            Borrowers and their Restricted Subsidiaries, in each case for the
            period from January 1, 2004 through December 31, 2009 and (b) annual
            calculations of the covenants contained in Section 11 hereof for the
            2004 through 2009 fiscal years, copies of which have been delivered
            to each Lender, disclose all assumptions made with respect to
            general economic, financial and market conditions used in
            formulating such projections. To the best knowledge of the
            Borrowers, no facts exist that (individually or in the aggregate)
            would result in any material change in any of such projections. The
            projections are based upon reasonable estimates and assumptions,
            have been prepared on the basis of the assumptions stated therein
            and reflect the reasonable estimates of the Borrowers of the results
            of operations and other information projected therein.

            8.5.  NO MATERIAL CHANGES, ETC.; SOLVENCY.

                  8.5.1. CHANGES. Since the Balance Sheet Date there has been no
            event or occurrence which has had a Material Adverse Effect. Since
            the Balance Sheet Date, the Borrowers have not made any Restricted
            Payment other than as permitted by Section 10.4 hereof.

                  8.5.2. SOLVENCY. Both before and after giving effect to the
            transactions contemplated by this Credit Agreement and the other
            Loan Documents, the Borrowers and their Restricted Subsidiaries, on
            a consolidated basis, are Solvent. As used herein,

                                       52
<PAGE>

            "Solvent" shall mean that the Borrowers and their Restricted
            Subsidiaries on a consolidated basis (a) have assets having a fair
            value in excess of their liabilities, (b) have assets having a fair
            value in excess of the amount required to pay their liabilities on
            existing debts as such debts become absolute and matured, and (c)
            have, and expect to continue to have, access to adequate capital for
            the conduct of their business and the ability to pay their debts
            from time to time incurred in connection with the operation of their
            business as such debts mature.

            8.6.  FRANCHISES, PATENTS, COPYRIGHTS, ETC. Each of the Borrowers
      and each of their Restricted Subsidiaries possesses all franchises,
      patents, copyrights, trademarks, trade names, licenses and permits, and
      rights in respect of the foregoing, adequate for the conduct of its
      business substantially as now conducted without, to the best of its
      knowledge, conflict with any rights of others.

            8.7.  LITIGATION. Except as set forth in Schedule 8.7 hereto, there
      are no actions, suits, proceedings or investigations of any kind pending
      or threatened against any of the Borrowers or their Restricted
      Subsidiaries before any court, tribunal or administrative agency or board
      (a) that, if adversely determined, would have a Material Adverse Effect,
      or (b) which question the validity of this Credit Agreement or any of the
      other Loan Documents, or any action taken or to be taken pursuant hereto
      or thereto.

            8.8.  COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. None of the
      Borrowers or any of their Restricted Subsidiaries is in violation of any
      provision of its Governing Documents, or any agreement or instrument to
      which it may be subject or by which it or any of its properties may be
      bound or any decree, order, judgment, statute, license, rule or
      regulation, in any of the foregoing cases in a manner that could have a
      Material Adverse Effect.

            8.9.  TAX STATUS. The Borrowers and their Restricted Subsidiaries
      (a) have made, filed or duly extended all federal, provincial, state and
      income and all other material tax returns, reports and declarations
      required by any jurisdiction to which any of them is subject, (b) have
      paid all Taxes and other governmental assessments and charges shown or
      determined to be due on such returns, reports and declarations and all
      estimated Taxes in connection with any extensions, except those being
      contested in good faith and by appropriate proceedings and (c) have set
      aside on their books provisions reasonably adequate for the payment of all
      Taxes for periods subsequent to the periods to which such returns, reports
      or declarations apply. There are no unpaid Taxes in any material amount
      claimed to be due by the taxing authority of any jurisdiction, and the
      officers of the Borrowers know of no basis for any such claim.

            8.10. NO EVENT OF DEFAULT. No Default or Event of Default has
      occurred and is continuing.

            8.11. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. None of the
      Borrowers or any of their Restricted Subsidiaries is a "holding company",
      or a "subsidiary company" of a "holding company", or an "affiliate" of a
      "holding company", as such terms are defined in the Public Utility Holding
      Company Act of 1935; nor is it an "investment company", or an "affiliated
      company" or a "principal underwriter" of an "investment company", as such
      terms are defined in the Investment Company Act of 1940.

            8.12. CERTAIN TRANSACTIONS. Except as set forth on Schedule 8.12 and
      except for arm's length transactions pursuant to which any of the
      Borrowers or any of their Restricted Subsidiaries makes payments in the
      ordinary course of business upon terms no less favorable than

                                       53
<PAGE>

      such Borrower or such Restricted Subsidiary could obtain from third
      parties, none of the officers, directors, or employees of any of the
      Borrowers or any of their Restricted Subsidiaries or other Affiliates is
      presently a party to any transaction with any of the Borrowers or any of
      their Restricted Subsidiaries (other than for services as employees,
      officers and directors), including any contract, agreement or other
      arrangement providing for the furnishing of services to or by, providing
      for rental of real or personal property to or from, or otherwise requiring
      payments to or from any officer, director or such employee or, to the best
      knowledge of such Person, any corporation, partnership, trust or other
      entity in which any officer, director, other Affiliates or any such
      employee has a substantial interest or is an officer, director, trustee or
      partner.

            8.13. EMPLOYEE BENEFIT PLANS.

                  8.13.1. IN GENERAL. Each Employee Benefit Plan and each
            Guaranteed Pension Plan has been maintained and operated in
            compliance in all material respects with the provisions of ERISA
            and, to the extent applicable, the Code, including but not limited
            to the provisions thereunder respecting prohibited transactions and
            the bonding of fiduciaries and other persons handling plan funds as
            required by Section 412 of ERISA except where failure to comply
            would not reasonably be expected to cause a Material Adverse Effect
            or otherwise create a Default or Event of Default hereunder. Except
            as set forth in Schedule 8.13, the US Borrower has heretofore
            delivered to the Administrative Agent the most recently completed
            annual report, Form 5500, with all required attachments, and
            actuarial statement required to be submitted under Section 103(d) of
            ERISA, with respect to each Guaranteed Pension Plan.

                  8.13.2. GUARANTEED PENSION PLANS. Except as set forth in
            Schedule 8.13, each contribution required to be made to a Guaranteed
            Pension Plan, whether required to be made to avoid the incurrence of
            an accumulated funding deficiency, or the notice or lien provisions
            of Section 302(f) of ERISA has been timely made. No waiver of an
            accumulated funding deficiency or extension of amortization periods
            has been received with respect to any Guaranteed Pension Plan and
            neither the US Borrower nor any ERISA Affiliate is obligated to or
            has posted security in connection with an amendment to a Guaranteed
            Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29)
            of the Code. No liability to the PBGC (other than required insurance
            premiums, which to the extent heretofore due have been timely paid)
            has been incurred by any of the Borrowers or any ERISA Affiliate
            with respect to any Guaranteed Pension Plan and there has not been
            any ERISA Reportable Event, or any other event or condition which
            presents a material risk of termination of any Guaranteed Pension
            Plan by the PBGC. Based on the latest valuation of each Guaranteed
            Pension Plan (which in each case occurred within twelve months of
            the date of this representation), and on the actuarial methods and
            assumptions employed for that valuation, or where the initial
            valuation of any Guaranteed Pension Plan has not been completed,
            based on the US Borrower's reasonable estimate of the benefit
            liabilities and assets of such Plan, the aggregate benefit
            liabilities of all such Guaranteed Pension Plans within the meaning
            of Section 4001 of ERISA did not exceed the aggregate value of the
            assets of all such Guaranteed Pension Plans, disregarding for this
            purpose the benefit liabilities and assets of any Guaranteed Pension
            Plan with assets in excess of benefit liabilities, by more than
            $5,000,000.

                  8.13.3. MULTIEMPLOYER PLANS. Neither the US Borrower nor any
            ERISA Affiliate has incurred any material liability (including
            secondary liability) to any Multiemployer Plan as a result of a
            complete or partial withdrawal from such Multiemployer Plan under
            Section 4201 of ERISA or as a result of a sale of assets described
            in

                                       54
<PAGE>

            Section 4204 of ERISA. Neither the US Borrower nor any ERISA
            Affiliate has been notified that any Multiemployer Plan is in
            reorganization or insolvent under and within the meaning of Section
            4241 or Section 4245 of ERISA or is at risk of entering
            reorganization or, becoming insolvent, or that any Multiemployer
            Plan intends to terminate or has been terminated under Section 4041A
            of ERISA.

                  8.13.4. CANADIAN PLANS. To the extent applicable: (a) all
            contributions or premiums to be paid by the Canadian Borrower and
            the Canadian Guarantors under the terms of each Canadian Plan or by
            applicable law have been made in a timely fashion in accordance with
            applicable law and the terms of the Canadian Plans, and each
            Canadian Plan has been registered, administered, and invested in
            accordance with its terms and applicable law; (b) the Canadian
            Borrower and the Canadian Guarantors may unilaterally amend or
            terminate, in whole or in part, each of their Canadian Plans; (c)
            except as set forth in Schedule 8.13, as of the date hereof, neither
            the aggregate going concern unfunded liability nor the aggregate
            solvency deficiency in respect of all the Canadian Plans which are
            funded plans, determined pursuant to the actuarial assumptions and
            methodology utilized in the most recent actuarial valuations
            therefor, exceeds the Canadian Dollar Equivalent of $5,000,000; and
            (d) the Canadian Borrower and Canadian Guarantors have delivered to
            the Administrative Agent such valuations for any funded Canadian
            Plan.

            8.14. USE OF PROCEEDS; REGULATIONS U AND X. The proceeds of the
      Loans shall be used by (a) the US Borrower solely to restate and refinance
      the Loans under the Existing Credit Agreement, for Permitted Acquisitions,
      investments permitted under Section 10.3 and for working capital, Capital
      Expenditures and general corporate purposes, and (b) the Canadian Borrower
      to refinance existing Indebtedness, working capital and general corporate
      purposes. The US Borrower will obtain Letters of Credit solely for working
      capital and general corporate purposes. No portion of any Loan is to be
      used, and no portion of any Letter of Credit is to be obtained, for the
      purpose of purchasing or carrying any "margin security" or "margin stock"
      as such terms are used in Regulations U and X of the Board of Governors of
      the Federal Reserve System, 12 C.F.R. Parts 221 and 224.

            8.15. ENVIRONMENTAL COMPLIANCE. Each of the Borrowers and their
      Restricted Subsidiaries have taken all reasonable steps to investigate the
      past and present condition and usage of the Real Estate and the operations
      conducted thereon and, based upon such reasonable investigation, has
      determined that:

            (a)   except as set forth on Schedule 8.15 attached hereto, none of
      the Borrowers, none of their Restricted Subsidiaries nor any operator of
      the Real Estate or any operations thereon is in violation, or alleged
      violation, of any judgment, decree, order, law, license, rule or
      regulation pertaining to environmental matters, including without
      limitation, those arising under the Resource Conservation and Recovery Act
      ("RCRA"), the Comprehensive Environmental Response, Compensation and
      Liability Act of 1980 as amended ("CERCLA"), the Superfund Amendments and
      Reauthorization Act of 1986 ("SARA"), the Federal Clean Water Act, the
      Federal Clean Air Act, the Toxic Substances Control Act, or any Canadian,
      federal, provincial, state or local statute, regulation, ordinance, order
      or decree relating to health, safety or the environment or otherwise
      relating to land use or occupation of land or buildings, heritage
      preservation, protection or conservation of natural or cultural sources,
      pollution or contamination of air, water or soil, waste or chemical
      disposal, toxic, hazardous, poisonous, or dangerous substances or noise or
      odor (hereinafter "Environmental Laws"), which violation could have a
      Material Adverse Effect;

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            (b)   except as set forth in Schedule 8.15 attached hereto, none of
      the Borrowers nor any of their Restricted Subsidiaries has received notice
      from any third party including, without limitation, any Canadian, federal,
      provincial, state or local governmental authority, (i) that any one of
      them has been identified by the United States Environmental Protection
      Agency ("EPA") as a potentially responsible party under CERCLA with
      respect to a site listed on the National Priorities List, 40 C.F.R. Part
      300 Appendix B; (ii) that any hazardous waste, as defined by 42 U.S.C.
      Section 6903(5) or by any applicable Environmental Laws, any hazardous
      substances as defined by 42 U.S.C. Section 9601(14) or by any applicable
      Environmental Laws, any pollutant or contaminant as defined by 42 U.S.C.
      Section 9601(33) or by any applicable Environmental Laws and any toxic
      substances, oil or hazardous materials or other chemicals or substances
      regulated by any Environmental Laws ("Hazardous Substances") which any one
      of them has generated, transported or disposed of has been found at any
      site at which a federal, provincial, state or local agency or other third
      party has conducted or has ordered that the Borrowers or any of their
      Restricted Subsidiaries conduct a remedial investigation, removal or other
      response action pursuant to any Environmental Law; or (iii) that it is or
      shall be a named party to any claim, action, cause of action, complaint,
      or legal or administrative proceeding (in each case, contingent or
      otherwise) arising out of any third party's incurrence of costs, expenses,
      losses or damages of any kind whatsoever in connection with the release of
      Hazardous Substances, in each case which has or has the potential of
      having a Material Adverse Effect;

            (c)   except as set forth on Schedule 8.15 attached hereto: (i) to
      the best knowledge of any of the Borrowers, no portion of the Real Estate
      has been used for the handling, processing, storage or disposal of
      Hazardous Substances which would have a Material Adverse Effect, except in
      accordance with applicable Environmental Laws; (ii) in the course of any
      activities conducted by any Borrower, its Restricted Subsidiaries or
      operators of its properties, no Hazardous Substances have been generated
      or are being used on the Real Estate except in accordance with applicable
      Environmental Laws; (iii) to the best knowledge of any Borrower, there
      have been no releases (i.e. any past or present releasing, spilling,
      leaking, pumping, pouring, emitting, emptying, discharging, injecting,
      escaping, disposing or dumping) or threatened releases of Hazardous
      Substances on, upon, into or from the properties of any Borrower or its
      Restricted Subsidiaries, which releases would have a material adverse
      effect on the value of any of the Real Estate or adjacent properties or
      the environment; (iv) to the best knowledge of any Borrower, there have
      been no releases on, upon, from or into any real property in the vicinity
      of any of the Real Estate which, through soil or groundwater
      contamination, may have come to be located on, and which would have a
      material adverse effect on the value of, the Real Estate; and (v) in
      addition, to the best knowledge of any Borrower, any Hazardous Substances
      that have been generated on any of the Real Estate after the effective
      date of RCRA and applicable regulations have been transported offsite only
      by carriers having an identification number issued by the EPA and with
      respect to Real Estate located in Canada, an identification number issued
      by any Canadian federal or provincial agency, treated or disposed of only
      by treatment or disposal facilities maintaining valid permits as required
      under applicable Environmental Laws, which transporters and facilities
      have been and are, to the best knowledge of each Borrower, operating in
      compliance with such permits and applicable Environmental Laws; and

            (d)   except as listed on Schedule 8.15 hereto, none of the
      Borrowers and their Restricted Subsidiaries, nor any of the Real Estate is
      subject to any applicable Environmental Law requiring the performance of
      Hazardous Substances site assessments, or the removal or remediation of
      Hazardous Substances, or the giving of notice to any governmental agency
      or the recording or delivery to other Persons of an environmental
      disclosure document or statement by virtue of the transactions set forth
      herein and contemplated hereby, or as a condition to the effectiveness of
      any other transactions contemplated hereby.

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            8.16. SUBSIDIARIES, ETC. Each of the Borrowers' direct and indirect
      Subsidiaries are as set forth on Schedule 8.16(a) hereof and each Borrower
      holds the ownership interests in each direct and indirect Subsidiary
      described on Schedule 8.16(a). None of the Subsidiaries of the Borrowers
      has any other Subsidiaries except as set forth on Schedule 8.16(a) hereto.
      Except as set forth on Schedule 8.16(b), none of the Borrowers or any of
      their Subsidiaries is engaged in any joint venture or partnership with any
      other Person.

            8.17. CAPITALIZATION. The Borrowers and their Subsidiaries are the
      record and beneficial owners of the issued and outstanding Capital Stock
      of the Persons described in and in the manner set forth on Schedule 8.17
      hereof, free and clear of all Liens, other than Permitted Liens. All
      shares of such Capital Stock have been validly issued, are outstanding,
      fully paid and nonassessable and no options, warrants or other rights to
      subscribe to additional shares of the Capital Stock of such Persons have
      been granted or exist.

            8.18. FISCAL YEAR. Each of the Borrowers and their Restricted
      Subsidiaries has a fiscal year which is twelve calendar months ending on
      December 31 of each year.

            8.19. OPERATION OF RAILROADS. Each of the Borrowers is a rail
      carrier or is primarily engaged in the business of providing management
      and administrative services to rail carriers and other entities in the
      transportation business, and holding stock of its Restricted Subsidiaries.

            8.20. DISCLOSURE. No representation or warranty made by any of the
      Borrowers or any of their Restricted Subsidiaries in any Loan Document to
      which it is a party and no document or information furnished to the
      Administrative Agent or the Lenders by or on behalf of or at the request
      of any of the Borrowers or any of their Restricted Subsidiaries in
      connection with any of the transactions contemplated by the Loan Documents
      contains any untrue statement of a material fact or omits to state any
      material fact necessary in order to make the statements contained therein
      not misleading in light of the circumstances in which they are made.

            8.21. NO WITHHOLDING. As of the Closing Date, none of the Borrowers
      is required by the laws of any jurisdiction to make any deduction or
      withholding of any nature whatsoever from any payment to be made by the
      Borrowers, or the amount and likelihood of such deductions or withholdings
      are not, in the Administrative Agent's reasonable discretion, material.
      Neither this Credit Agreement nor any of the other Loan Documents is
      subject to any registration or stamp tax or any other similar or like
      taxes payable in any jurisdiction.

      9.    AFFIRMATIVE COVENANTS OF THE BORROWERS.

      Each of the Borrowers covenants and agrees that, so long as any Loan,
Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any
Lender has any obligation to make any Loans or the Issuing Lender has any
obligation to issue or extend any Letters of Credit:

            9.1.  PUNCTUAL PAYMENT. Each of the Borrowers will duly and
      punctually pay or cause to be paid the principal and interest on the
      Loans, all Reimbursement Obligations, Letter of Credit Fees, Commitment
      Fees, Agent's Fees and all other amounts provided for in this Credit
      Agreement and the other Loan Documents to which such Borrower or any of
      its Restricted Subsidiaries is a party, all in accordance with the terms
      of this Credit Agreement and such other Loan Documents.

            9.2.  MAINTENANCE OF OFFICE.

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                  9.2.1. US BORROWER AND US GUARANTORS. The US Borrower and the
            US Guarantors will maintain their chief executive office at
            Corporate Headquarters, 66 Field Point Road, Greenwich, CT 06830 or
            at such other place in the United States of America as the US
            Borrower shall designate, upon thirty (30) days' prior written
            notice to the Administrative Agent, where notices, presentations and
            demands to or upon the US Borrower and the US Guarantors in respect
            of the Loan Documents to which the US Borrower is a party may be
            given or made.

                  9.2.2. CANADIAN BORROWER AND CANADIAN GUARANTORS. The Canadian
            Borrower and each of the Canadian Guarantors (other than Huron) will
            maintain their registered office at 6700 Park Ave., Suite 110
            Montreal, Quebec H2V 4H9, and Huron will maintain its registered
            office at 30 Oakland Avenue, Sault Ste. Marie, Ontario, P6A 2T3, or
            at such other places in Canada as the Canadian Borrower shall
            designate, upon thirty (30) days' prior written notice to the
            Administrative Agent, where notices, presentations and demands to or
            upon the Canadian Borrower and the Canadian Guarantors in respect of
            the Loan Documents to which the Canadian Borrower or any of the
            Canadian Guarantors are party may be given or made.

            9.3.  RECORDS AND ACCOUNTS. Each Borrower will (a) keep, and cause
      each of its Restricted Subsidiaries to keep, true and accurate records and
      books of account in which full, true and correct entries will be made in
      accordance with GAAP and (b) maintain adequate accounts and reserves for
      all taxes (including income taxes), depreciation, depletion, obsolescence
      and amortization of its properties and the properties of its Restricted
      Subsidiaries, contingencies, and other reserves.

            9.4.  FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The
      Borrowers will deliver to the Administrative Agent:

            (a)   as soon as practicable, but in any event not later than ninety
      (90) days after the end of each fiscal year of the Borrowers, the
      consolidated balance sheets for GWI and its Subsidiaries and the
      consolidating balance sheets of GWI and its Subsidiaries, in each case as
      at the end of such year, and the related consolidated statements of income
      and cash flow for GWI and its Subsidiaries for the period then ended, and
      the consolidating statements of income and cash flow for GWI and its
      Subsidiaries for the period then ended, each setting forth in comparative
      form the figures for the previous fiscal year (with the exception of the
      comparative consolidating statements for fiscal year 2004 which will not
      be provided), and all such consolidated and consolidating statements to be
      in reasonable detail and prepared in accordance with GAAP, and all such
      consolidated and consolidating statements to be certified without
      qualification by PriceWaterhouseCoopers LLP or by other independent
      certified public accountants satisfactory to the Administrative Agent,
      together with (i) a written statement from such accountants to the effect
      that they have read a copy of this Credit Agreement, and that, in making
      the examination necessary to said certification, they have obtained no
      knowledge of any Default or Event of Default, or, if such accountants
      shall have obtained knowledge of any then existing Default or Event of
      Default they shall disclose in such statement any such Default or Event of
      Default; provided that such accountants shall not be liable to the Lenders
      for failure to obtain knowledge of any Default or Event of Default and
      (ii) their accountants' management letter relating to such fiscal year;

            (b)   as soon as practicable, but in any event not later than
      forty-five (45) days after the end of each of the first three fiscal
      quarters of the Borrowers, copies of the unaudited consolidated balance
      sheets of the Borrowers and their Restricted Subsidiaries and the

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      consolidating balance sheets of the Borrowers and their Restricted
      Subsidiaries, in each case as at the end of such quarter, the related
      consolidated statements of income and cash flow for the Borrowers and
      their Restricted Subsidiaries for the portion of the Borrowers' fiscal
      year then elapsed, and the consolidating statements of income and cash
      flow for the Borrowers and their Restricted Subsidiaries for the portion
      of the Borrower's fiscal year then elapsed, all in reasonable detail and
      prepared in accordance with GAAP, together with a certification by the
      principal financial or accounting officers of the Borrowers that the
      information contained in such financial statements fairly present the
      financial position of the Borrowers and their Restricted Subsidiaries on
      the date thereof (subject to year-end adjustments);

            (c)   simultaneously with the delivery of the financial statements
      referred to in subsection (a) and subsection (b) above a statement
      certified by the principal financial or accounting officers of the
      Borrowers in substantially the form of Exhibit D hereto (a "Compliance
      Certificate") and setting forth in reasonable detail computations
      evidencing compliance with the covenants contained in Section 11 and, in
      each case, (if applicable) reconciliations to reflect changes in GAAP
      since the Balance Sheet Date;

            (d)   contemporaneously with the filing or mailing thereof, copies
      of all material of a financial nature (i) filed with the Securities and
      Exchange Commission or (ii) sent to the stockholders of the Borrowers;

            (e)   no later than February 28 of each fiscal year of the
      Borrowers, the annual budgets of the Borrowers and their Restricted
      Subsidiaries, including projected consolidated balance sheets for the end
      of such fiscal year and the end of each quarter of such fiscal year and
      consolidated statements of income and cash flow for such fiscal year and
      the end of each quarter of such fiscal year of the Borrowers and their
      Restricted Subsidiaries; and

            (f)   from time to time such other financial data and information as
      the Administrative Agent or any Lender may reasonably request.

      Borrowers hereby acknowledge that (i) the Administrative Agent will make
available to Lenders and the Issuing Lender materials and/or information
provided by or on behalf of Borrowers hereunder (collectively, "Borrowers
Materials") by posting Borrowers Materials on IntraLinks or another similar
electronic system (the "Platform") and (ii) certain of the Lenders may be
"public-side" Lenders (i.e., Lenders that do not wish to receive material
non-public information with respect to Borrowers or their securities) (each, a
"Public Lender"). Borrowers hereby agree that (w) all Borrowers Materials that
are to be made available to Public Lenders shall be clearly and conspicuously
marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall
appear prominently on the first page thereof; (x) by marking Borrowers Materials
"PUBLIC", Borrowers shall be deemed to have authorized the Administrative Agent,
the Issuing Lender and the Lenders to treat such Borrowers Materials as either
publicly available information or not material information (although it may be
sensitive and proprietary) with respect to Borrowers or their securities for
purposes of United States Federal and state securities laws; (y) all Borrowers
Materials marked "PUBLIC" are permitted to be made available through a portion
of the Platform designated "Public Investor"; and (z) the Administrative Agent
shall be entitled to treat any Borrowers Materials that are not marked "PUBLIC"
as being suitable only for posting on a portion of the Platform not designated
"Public Investor".

            9.5.  NOTICES.

                  9.5.1. DEFAULTS. Each Borrower will promptly notify the
            Administrative Agent and each of the Lenders in writing of the
            occurrence of any Default or Event of Default

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            of which they become aware. If any Person shall give any notice or
            take any other action in respect of a claimed default (whether or
            not constituting an Event of Default) under this Credit Agreement or
            any other note, evidence of indebtedness, indenture or other
            obligation to which or with respect to which any of the Borrowers or
            any of their Restricted Subsidiaries are parties or obligors,
            whether as principal, guarantor, surety or otherwise, such Borrower
            shall forthwith give written notice thereof to the Administrative
            Agent and each of the Lenders, describing the notice or action and
            the nature of the claimed default.

                  9.5.2. ENVIRONMENTAL EVENTS. Each Borrower will within fifteen
            (15) days of becoming aware thereof, give notice to the
            Administrative Agent and each of the Lenders (a) of any violation of
            any Environmental Law that any of the Borrowers or any of their
            Restricted Subsidiaries reports in writing or is reportable by such
            Person in writing (or for which any written report supplemental to
            any oral report is made) to any federal, provincial, state or local
            environmental agency and (b) upon becoming aware thereof, of any
            inquiry, proceeding, investigation, or other action, including a
            notice from any agency of potential environmental liability, of any
            federal, provincial, state or local environmental agency or board,
            that has the potential to have a Material Adverse Effect.

                  9.5.3. NOTICE OF LITIGATION AND JUDGMENTS. Each Borrower will,
            and will cause each of its Restricted Subsidiaries to, give notice
            to the Administrative Agent and each of the Lenders in writing
            within fifteen (15) days of becoming aware of any litigation or
            proceedings threatened in writing or any pending litigation and
            proceedings affecting any of the Borrowers or any of their
            Restricted Subsidiaries or to which any of the Borrowers or any of
            their Restricted Subsidiaries is or becomes a party involving an
            uninsured claim against any of the Borrowers or any of their
            Restricted Subsidiaries that could reasonably be expected to have a
            Material Adverse Effect on such Borrower and its Restricted
            Subsidiaries taken as a whole and stating the nature and status of
            such litigation or proceedings. Each Borrower will, and will cause
            each of its Restricted Subsidiaries to, give notice to the
            Administrative Agent and each of the Lenders, in writing, in form
            and detail satisfactory to the Administrative Agent, within ten (10)
            days of any judgment not covered by insurance, final or otherwise,
            against any of the Borrowers or any of their Restricted Subsidiaries
            in an amount in excess of $5,000,000.

                  9.5.4. NOTIFICATION OF DERAILMENTS. Each Borrower will, and
            will cause each of its Restricted Subsidiaries to, give notice to
            the Administrative Agent and each of the Lenders in writing within
            five (5) days of becoming aware thereof of any derailments or other
            types of accidents which result (or could result) in the incurrence
            of costs by the Borrowers and their Restricted Subsidiaries
            reasonably estimated to be or exceed $5,000,000 and which could
            reasonably be expected to have a Material Adverse Effect. The US
            Borrower shall deliver to the Administrative Agent and each of the
            Lenders all reports filed with the FRA regarding any occurrence
            referred to in this Section 9.5.4. The Canadian Borrower shall
            deliver to the Administrative Agent and each of the Lenders all
            reports filed with relevant governmental authorities to which
            derailments or other types of accidents relating to railway
            operations are obliged to be reported.

            9.6.  CORPORATE EXISTENCE; MAINTENANCE OF PROPERTIES. Each Borrower
      will do or cause to be done all things necessary to preserve and keep in
      full force and effect its corporate existence, rights and franchises and
      those of its Restricted Subsidiaries and will not, and will not cause or
      permit any of its Restricted Subsidiaries to, convert to a limited
      liability company or a limited liability partnership. Each Borrower (a)
      will cause all of its properties and those of its

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      Restricted Subsidiaries used or useful in the conduct of its business or
      the business of their Restricted Subsidiaries to be maintained and kept in
      good condition, repair and working order and supplied with all necessary
      equipment, (b) will cause to be made all necessary repairs, renewals,
      replacements, betterments and improvements thereof, all as in the judgment
      of each Borrower may be necessary so that the business carried on in
      connection therewith may be properly and advantageously conducted at all
      times, and (c) will, and will cause each of its Restricted Subsidiaries
      to, continue to engage primarily in the businesses now conducted by them
      and in related businesses; provided that nothing in this Section 9.6 shall
      prevent any of the Borrowers from discontinuing the operation and
      maintenance of any of its properties or any of those of its Restricted
      Subsidiaries, including the existence of any Restricted Subsidiary of any
      of the Borrowers or the conversions of any Restricted Subsidiary of the
      Borrowers to a limited liability company or limited liability partnership,
      if such discontinuance or conversion is, in the judgment of such Borrower,
      desirable in the conduct of its or their business and that do not in the
      aggregate have a Material Adverse Effect and, with respect to the
      conversions of a Borrower or a Restricted Subsidiary to a limited
      liability company or limited liability partnership, simultaneously with
      such conversion, such Borrower or Restricted Subsidiary shall have
      executed and delivered to the Administrative Agent all documentation which
      the Administrative Agent reasonably determines is necessary to continue
      such Borrower's or such Restricted Subsidiary's obligations in respect of
      this Credit Agreement and the other Loan Documents. Specifically, but not
      in limitation of the foregoing, the US Borrower and each of the US
      Guarantors will maintain such an appropriate FRA Class rating on its
      railroad lines as is reasonable and prudent in light of all the relevant
      facts and circumstances.

            9.7.  INSURANCE. Each Borrower will, and will cause each of its
      Restricted Subsidiaries to, maintain with financially sound and reputable
      insurers insurance with respect to their properties and business against
      such casualties and contingencies as shall be in accordance with the
      general practices of businesses engaged in similar activities in similar
      geographic areas and in amounts, containing such terms, in such forms and
      for such periods as described on Schedule 9.7 hereto and as may be
      reasonable and prudent.

            9.8.  TAXES. Each Borrower will, and will cause each of its
      Restricted Subsidiaries to, duly pay and discharge, or cause to be paid
      and discharged, all material Taxes imposed upon it and its real
      properties, sales and activities, or any part thereof, or upon the income
      or profits therefrom, as well as all claims for labor, materials, or
      supplies that if unpaid might by law become a Lien or charge upon any of
      its property in each case, that if not paid, is reasonably likely to
      result in a Material Adverse Effect before the same shall become
      delinquent or in default, except where (a) the validity or amount thereof
      shall currently be contested in good faith by appropriate proceedings and
      (b) such Borrower or such Restricted Subsidiary shall have set aside on
      its books adequate reserves with respect thereto; provided, however, that
      each Borrower and each of their Restricted Subsidiaries will pay all such
      Taxes forthwith upon the commencement of proceedings to foreclose any Lien
      that may have attached as security therefor.

            9.9.  INSPECTION OF PROPERTIES AND BOOKS, ETC.

                  9.9.1. GENERAL. Each Borrower shall permit the Lenders,
            through the Administrative Agent or any of the Lenders' other
            designated representatives, to visit and inspect any of the
            properties of the Borrowers or any of their Restricted Subsidiaries,
            to examine the books of account of the Borrowers and their
            Restricted Subsidiaries (and to make copies thereof and extracts
            therefrom), and to discuss the affairs, finances and accounts of the
            Borrowers and their Restricted Subsidiaries with, and to be advised
            as to

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            the same by, their officers, all at such reasonable times and
            intervals as the Administrative Agent or any Lender may reasonably
            request.

                  9.9.2. COMMUNICATIONS WITH ACCOUNTANTS. The Borrowers
            authorize the Administrative Agent and, if accompanied by the
            Administrative Agent, the Lenders, to communicate directly with the
            Borrowers' independent certified public accountants and authorize
            such accountants to disclose to the Administrative Agent and the
            Lenders any and all financial statements and other supporting
            financial documents and schedules including copies of any management
            letter with respect to the business, financial condition and other
            affairs of the Borrowers or any of their Restricted Subsidiaries. At
            the request of the Administrative Agent, the Borrowers shall deliver
            a letter addressed to such accountants instructing them to comply
            with the provisions of this Section 9.9.2.

            9.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. Each
      Borrower will, and will cause each of its Restricted Subsidiaries to,
      comply with (a) the applicable laws and regulations wherever their
      business is conducted, including all Environmental Laws, (b) the
      provisions of its Governing Documents, (c) all material agreements and
      instruments by which they or any of their properties may be bound and (d)
      all applicable decrees, orders, and judgments, where, with respect to
      clauses (a), (c) and (d) only, failure to so comply could have a Material
      Adverse Effect. If any authorization, consent, approval, permit or license
      from any officer, agency or instrumentality of any government shall become
      necessary or required in order that the Borrowers or any of their
      Restricted Subsidiaries may fulfill any of their obligations hereunder or
      any of the other Loan Documents to which such Borrower or such Restricted
      Subsidiary is a party, such Borrower will, or (as the case may be) will
      cause such Restricted Subsidiary to, immediately take or cause to be taken
      all reasonable steps within the power of such Borrower or such Restricted
      Subsidiary to obtain such authorization, consent, approval, permit or
      license and furnish the Administrative Agent and the Lenders with evidence
      thereof.

            9.11. EMPLOYEE BENEFIT PLANS. The US Borrower will (a) within ten
      (10) days of receipt of a written request by the Administrative Agent,
      furnish to the Administrative Agent a copy of the most recent actuarial
      statement required to be submitted under Section 103(d) of ERISA and
      Annual Report, Form 5500, with all required attachments, in respect of
      each Guaranteed Pension Plan and (b) within ten (10) days of receipt or
      dispatch, furnish to the Administrative Agent any notice, report or demand
      sent or received in respect of a Guaranteed Pension Plan under Sections
      302, 4041, 4042, 4043, 4063, 4065, 4066 and 4068 of ERISA, or in respect
      of a Multiemployer Plan, under Sections 4041A, 4202, 4219, 4242, or 4245
      of ERISA. The Canadian Borrower and the Canadian Guarantors will (i)
      within ten (10) days of receipt of a written request by the Administrative
      Agent, furnish to the Administrative Agent a copy of the most recent
      actuarial valuation submitted to the relevant authorities in respect of
      each funded Canadian Plan and (ii) within ten (10) days of receipt or
      dispatch, furnish to the Administrative Agent any material correspondence
      from or to the relevant authorities or any other Person in respect of any
      Canadian Plan.

            9.12. USE OF PROCEEDS. Each Borrower will use the proceeds of the
      Loans and the US Borrower will obtain Letters of Credit solely for the
      purposes set forth in Section 8.14 hereof.

            9.13. FURTHER ASSURANCES. Each Borrower will, and will cause each of
      its Restricted Subsidiaries to, cooperate with the Lenders and the
      Administrative Agent and execute such further instruments and documents as
      the Lenders or the Administrative Agent shall reasonably request to carry
      out to their reasonable satisfaction the transactions contemplated by this
      Credit Agreement and the other Loan Documents.

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            9.14. ADDITIONAL SUBSIDIARIES. The Borrowers shall upon the
      creation, acquisition or designation after the Closing Date of a new
      Restricted Subsidiary, cause each such Restricted Subsidiary to execute
      and deliver to the Administrative Agent for the benefit of the Lenders and
      the Administrative Agent, an Instrument of Adherence (Guaranty), in
      substantially the form of Exhibit E hereto (an "Instrument of Adherence
      (Guaranty)"), whereby such Restricted Subsidiary becomes a party to the
      applicable Loan Documents, provided that foreign Restricted Subsidiaries
      of the US Borrower will not execute a Guaranty of the US Obligations, but
      foreign Restricted Subsidiaries of the US Borrower shall execute a
      Guaranty of the Canadian Obligations (unless there would be a material tax
      or legal impediment with respect to any such Guaranty as determined by the
      Borrowers and the Administrative Agent). If requested by the
      Administrative Agent, the Borrowers shall deliver to the Administrative
      Agent and the Lenders legal opinions in form and substance satisfactory to
      the Administrative Agent opining as to the authorization, validity and
      enforceability of such Instrument of Adherence (Guaranty) and the other
      documentation delivered in connection therewith, and as to such other
      matters as the Administrative Agent may request. In addition, the
      Borrowers shall upon the acquisition or creation of any new Subsidiary,
      promptly notify (and in any event within 30 days) the Lenders thereof and
      provide the Administrative Agent and the Lenders with an updated Schedule
      I, Schedule 8.16 and Schedule 8.17 hereto to reflect the formation or
      acquisition of each new Subsidiary. The Borrowers shall inform the
      Administrative Agent in writing within two (2) US Business Days of the
      delivery of an updated Schedule I, Schedule 8.16 and Schedule 8.17
      whether the newly formed or acquired Subsidiary is a Restricted
      Subsidiary or an Unrestricted Subsidiary under this Credit Agreement.
      Notwithstanding the other provisions of this Section 9.14, any Restricted
      Subsidiary in which any of the Borrowers or any of the Restricted
      Subsidiaries have collectively invested less than $100,000, and so long
      as such Restricted Subsidiary shall not have (a) assets in excess of
      $100,000, (b) annual revenue in excess of $100,000 or (c) liabilities in
      excess of $100,000, shall not be required to become a party to the
      Guaranty.

      10.   CERTAIN NEGATIVE COVENANTS OF THE BORROWERS.

      Each Borrower covenants and agrees that, so long as any Loan, Unpaid
Reimbursement Obligation, Letter of Credit or Note is outstanding or any Lender
has any obligation to make any Loans or the Issuing Lender has any obligation to
issue or extend any Letters of Credit:

            10.1. RESTRICTIONS ON INDEBTEDNESS. The Borrowers will not, and will
      not permit any of their Restricted Subsidiaries to, create, incur, assume,
      guarantee or be or remain liable, contingently or otherwise, with respect
      to any Indebtedness other than:

            (a)   Indebtedness to the Lenders, the Issuing Lender and the
      Administrative Agent arising under any of the Loan Documents;

            (b)   Indebtedness in respect of taxes, assessments, governmental
      charges or levies and claims for labor, materials and supplies to the
      extent that payment therefor shall not at the time be required to be made
      in accordance with the provisions of Section 9.8;

            (c)   Indebtedness in respect of judgments or awards that have been
      in force for less than the applicable period for taking an appeal so long
      as execution is not levied thereunder or in respect of which any Borrower
      or any of their Restricted Subsidiaries shall at the time in good faith be
      prosecuting an appeal or proceedings for review and in respect of which a
      stay of execution shall have been obtained pending such appeal or review;

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            (d)   endorsements for collection, deposit or negotiation and
      warranties of products or services, in each case incurred in the ordinary
      course of business;

            (e)   Indebtedness of any of the Borrowers or any of their
      Restricted Subsidiaries to any of the Borrowers or any of their other
      Restricted Subsidiaries consisting of rights of reimbursement,
      contribution, subrogation and the like in connection with the joint and
      several obligations of the Borrowers and their Restricted Subsidiaries
      under the Loan Documents;

            (f)   Indebtedness incurred (other than under this Credit Agreement)
      or assumed in connection with the acquisition after the date hereof of any
      real or personal property by the Borrowers or their Restricted
      Subsidiaries (including Indebtedness in respect of Capitalized Leases),
      provided that the aggregate principal amount of such Indebtedness of (i)
      the US Borrower and its Restricted Subsidiaries shall not exceed the
      amount of $35,000,000 at any one time and (ii) GWCA and its Restricted
      Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any
      one time;

            (g)   Indebtedness existing on the date hereof and listed and
      described on Schedule 10.1 hereto including any extensions or refinancings
      thereof on substantially similar terms as the Indebtedness being
      refinanced and provided there is no increase in the amount thereof;

            (h)   Indebtedness of (i) the US Borrower to any of the US
      Guarantors or any of the US Guarantors to the US Borrower or any of the
      other US Guarantors or (ii) the Canadian Borrower to any of the Canadian
      Guarantors or any of the Canadian Guarantors to the Canadian Borrower or
      any of the other Canadian Guarantors or (iii) (A) the US Borrower to the
      Canadian Borrower or any of the Canadian Guarantors, (B) the Canadian
      Borrower to the US Borrower or any of the US Guarantors, or (C) any of the
      Canadian Guarantors to the US Borrower or any of the US Guarantors, or (D)
      any of the US Guarantors to the Canadian Borrower or any of the Canadian
      Guarantors, provided that the aggregate amount of Indebtedness under this
      clause (iii) together with Investments permitted under Section 10.3(e)(ii)
      shall not exceed $15,000,000 at any one time;

            (i)   Indebtedness of the Borrowers with respect to Hedging
      Agreements provided that such Hedging Agreements are in form and substance
      acceptable to the Administrative Agent;

            (j)   Indebtedness in respect of performance, surety, statutory,
      insurance, appeal or similar bonds obtained in the ordinary course of
      business;

            (k)   Indebtedness of the Borrowers or any of their Restricted
      Subsidiaries in respect of guaranties of obligations in connection with
      Permitted Acquisitions and other Investments permitted by Section 10.3(h)
      and for the operation of any of their Restricted Subsidiaries (in each
      case, to the extent the underlying Indebtedness with respect thereto is
      otherwise permitted under this Section 10.1), not to exceed $20,000,000 in
      aggregate for all such permitted at any time;

            (l)   Indebtedness of the US Borrower with respect to the put option
      of IFC pursuant to the IFC Documents;

            (m)   Indebtedness with respect to the US Borrower's $8,000,000
      Letter of Credit in favor of CFCM until Technical Completion (as defined
      in the IFC Documents);

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            (n)   Indebtedness with respect to the US Borrower's $7,500,000
      guarantee of CFCM's obligations to IFC until Financial Completion (as
      defined in the IFC Documents);

            (o)   Indebtedness with respect to the Senior Notes, not to exceed
      $75,000,000 at any one time; and

            (p)   Other Indebtedness not included in the foregoing provisions of
      this Section 10.1 not to exceed $20,000,000 in the aggregate at any time
      outstanding.

            10.2. RESTRICTIONS ON LIENS. Each Borrower will not, and will not
      permit any of its Restricted Subsidiaries to, (i) create or incur or
      suffer to be created or incurred or to exist any Lien upon any of their
      property or assets of any character whether now owned or hereafter
      acquired, or upon the income or profits therefrom; (ii) transfer any of
      such property or assets or the income or profits therefrom for the purpose
      of subjecting the same to the payment of Indebtedness or performance of
      any other obligation in priority to payment of its general creditors;
      (iii) acquire, or agree (except where such agreement is not binding on
      such Borrower or Restricted Subsidiary) or have a non-revocable option to
      acquire, any property or assets upon conditional sale or other title
      retention or purchase money security agreement, device or arrangement; or
      (iv) suffer to exist for a period of more than thirty (30) days after the
      same shall have been incurred any Indebtedness or claim or demand against
      it that if unpaid might by law or upon bankruptcy or insolvency, or
      otherwise, be given any priority or preference whatsoever over its general
      creditors; provided that such Borrower and any of its Restricted
      Subsidiaries may create or incur or suffer to be created or incurred or to
      exist:

            (a)   Liens in favor of the Administrative Agent for the benefit of
      the Lenders and the Administrative Agent under the Loan Documents;

            (b)   Liens to secure taxes, assessments and other government
      charges in respect of obligations not overdue or Liens on properties to
      secure claims for labor, material or supplies in respect of obligations
      not overdue;

            (c)   deposits or pledges made in connection with, or to secure
      payment of, workmen's compensation, unemployment insurance, old age
      pensions or other social security obligations;

            (d)   Liens on properties in respect of judgments or awards, the
      Indebtedness with respect to which is permitted by Section 10.1(c);

            (e)   Liens of carriers, warehousemen, mechanics and materialmen,
      and other like Liens on properties, in existence less than 120 days from
      the date of creation thereof in respect of obligations not overdue;

            (f)   encumbrances on Real Estate consisting of easements, rights of
      way, zoning restrictions, restrictions on the use of real property and
      defects and irregularities in the title thereto, landlord's or lessor's
      Liens under leases to which any of the Borrowers or any of their
      Restricted Subsidiaries is a party, and other minor Liens or encumbrances
      none of which in the opinion of such Borrower interferes materially with
      the use of the property affected in the ordinary conduct of the business
      of such Borrower and its Restricted Subsidiaries, which defects do not
      individually or in the aggregate have a materially adverse effect on the
      business of any of the Borrowers individually or of the Borrowers and
      their Restricted Subsidiaries on a consolidated basis;

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            (g)   Liens existing on the date hereof and listed on Schedule 10.2
      hereto and any extensions or renewals thereof provided that the principal
      amount secured thereby is not thereafter increased and no additional
      assets become subject to such Lien;

            (h)   purchase money security interests in or purchase money
      mortgages on real or personal property acquired after the date hereof to
      secure purchase money Indebtedness of the type and amount permitted by
      Section 10.1(f), incurred or assumed in connection with the acquisition of
      such property, which security interests or mortgages cover only the real
      or personal property so acquired;

            (i)   Liens consisting of deposits to secure Indebtedness permitted
      by Section 10.1(j) hereof;

            (j)   Liens on the Capital Stock of any Unrestricted Subsidiary so
      long as such Liens are otherwise non-recourse to the Borrowers and their
      Restricted Subsidiaries; and

            (k)   other Liens not included in the foregoing provisions of this
      Section 10.2 securing Indebtedness permitted by Section 10.1(p) so long as
      the fair market value of the assets encumbered by such Liens does not
      exceed $10,000,000 in the aggregate.

            10.3. RESTRICTIONS ON INVESTMENTS. Each Borrower will not, and will
      not permit its Restricted Subsidiaries to, make or permit to exist or to
      remain outstanding any Investment except the Borrowers and their
      Restricted Subsidiaries may make or permit to exist or to remain
      outstanding Investments in:

            (a)   Cash Equivalents;

            (b)   Investments existing on the date hereof and listed on Schedule
      10.3 hereto;

            (c)   Investments consisting of loans and advances to employees for
      moving, entertainment, travel and other similar expenses in the ordinary
      course of business not to exceed $750,000 in the aggregate at any time
      outstanding;

            (d)   Investments by any of the Borrowers or any of their Restricted
      Subsidiaries consisting of rights of reimbursement, contribution,
      subrogation and the like in connection with the joint and several
      obligations of such Restricted Subsidiaries under the Loan Documents;

            (e)   Investments so long as the entities referred to in this
      paragraph (e) remain Restricted Subsidiaries of a Borrower (i) with
      respect to Indebtedness permitted by Section 10.1(h) or (ii) consisting of
      transfers of assets from (A) the US Borrower to the Canadian Borrower or
      any of the Canadian Guarantors, (B) the Canadian Borrower to the US
      Borrower or any of the US Guarantors, (C) any of the Canadian Guarantors
      to the US Borrower or any of the US Guarantors, or (D) any of the US
      Guarantors to the Canadian Borrower or any of the Canadian Guarantors,
      provided that the aggregate amount of Investments under this clause (ii)
      together with Indebtedness permitted under Section 10.1(h)(iii) shall not
      exceed $15,000,000 at any one time;

            (f)   Investments between (i) the US Borrower and any of (A) the US
      Guarantors, and (B) Quebec (so long as it remains the Canadian Borrower)
      or (ii) the Canadian Borrower and any of the Canadian Guarantors;

            (g)   Investments made in connection with a Permitted Acquisition;
      and

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            (h)   Other Investments by the Borrowers and the Restricted
      Subsidiaries, so long as the aggregate amount of such Investments does not
      exceed $75,000,000, and so long as no Default or Event of Default shall
      have occurred and be continuing at the time such Investment is made or
      would result therefrom.

            10.4. DISTRIBUTION AND RESTRICTED PAYMENTS. Each Borrower will not,
      and will not permit any of its Restricted Subsidiaries to, declare or make
      any Restricted Payments, provided however that (a) the Borrowers'
      Restricted Subsidiaries may make Distributions to a Borrower or other
      Restricted Subsidiaries, (b) the Borrowers may make the Investments
      permitted by Section 10.3(h) hereof, and (c) so long as no Default or
      Event of Default shall have occurred and be continuing, and so long as
      none would result after giving effect thereto, the Borrowers may make
      other Restricted Payments consisting of stock repurchases and cash
      dividends if the Funded Debt to EBITDAR Ratio on a pro forma basis
      calculated as of the end of the most recently ended fiscal quarter after
      giving effect to such Restricted Payments and any borrowings incurred to
      make such repurchases and payments is less than 3.00 to 1.

            10.5. MERGER, PERMITTED ACQUISITIONS AND DISPOSITION OF ASSETS.

                  10.5.1. MERGERS. Each Borrower will not, and will not permit
            any of its Restricted Subsidiaries to, consummate any merger,
            amalgamation or consolidation other than the merger, amalgamation or
            consolidation of (a) a Restricted Subsidiary of the Borrowers into
            any other Restricted Subsidiary, (b) a Restricted Subsidiary of any
            Borrower with and into such Borrower, or (c) two or more Restricted
            Subsidiaries of the Borrowers with each other.

                  10.5.2. PERMITTED ACQUISITIONS.

            Each Borrower will not, and will not permit any of its Restricted
      Subsidiaries to, effect any asset acquisition or stock acquisition except
      (a) the acquisition of assets in the ordinary course of business
      consistent with past practices, (b) Capital Expenditures or (c)
      acquisitions by the Borrowers or any Restricted Subsidiary of the
      Borrowers (with the proceeds of a capital contribution from such Borrower
      or otherwise) of any other US or Canadian Person, or of any business,
      division or operating unit of any other US or Canadian Person (whether by
      way of a purchase of assets or Capital Stock) (each such acquisition
      satisfying all the conditions and requirements of this Section 10.5.2
      being referred to herein as a "Permitted Acquisition") provided that:

                  (i)   the aggregate Purchase Price for any one Permitted
            Acquisition (or group of related acquisitions) shall not exceed
            $75,000,000, for any U.S. or Canadian Person or any business,
            division or operating unit of any U.S. or Canadian Person;

                  (ii)  such Borrower shall have demonstrated to the reasonable
            satisfaction of the Administrative Agent (based on, among other
            things, operating and financial projections and pro forma financial
            statements delivered to the Administrative Agent and certified by
            the chief financial officer of such Borrower) that, after giving
            pro-forma effect to the Permitted Acquisition and the incurrence of
            any Indebtedness in connection therewith, all covenants contained in
            Section 11 would have been satisfied on a pro forma basis as at the
            end of and for the most recent fiscal quarter, and will be satisfied
            on a pro forma basis for the next four fiscal quarters ending after
            the date of such Investment;

                  (iii) with respect to any such Permitted Acquisition:

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                        (A)   such Borrower shall have delivered to the
                  Administrative Agent reasonable (and, in any event, fifteen
                  (15) days) prior written notice of such acquisition, which
                  notice shall provide the Administrative Agent with a
                  reasonably detailed description of the proposed acquisition,
                  and shall include true and complete copies of (to the extent
                  available at such time but in any event prior to the closing
                  of any such Permitted Acquisition) all instruments and
                  agreements executed or delivered or to be executed or
                  delivered by such Borrower or any of its Restricted
                  Subsidiaries in connection with such acquisition, all of which
                  shall be reasonably satisfactory in form and substance to the
                  Administrative Agent;

                        (B)   the business and assets so acquired shall be
                  acquired by such Borrower or any of its Restricted
                  Subsidiaries free and clear of all Liens (other than Permitted
                  Liens) and Indebtedness (other than Indebtedness permitted by
                  Section 10.1(f) or otherwise consented to in writing by the
                  Required Lenders) and the business so acquired shall be
                  substantially the same line of business as that presently
                  conducted by such Borrower and its Restricted Subsidiaries or
                  lines of business reasonably related thereto;

                        (C)   no contingent obligations, Indebtedness or
                  liabilities will be incurred or assumed in connection with
                  such acquisition which could reasonably be expected to have a
                  Material Adverse Effect;

                        (D)   in the case of any acquisition of Capital Stock,
                  (x) the acquired Person shall become a Restricted Subsidiary
                  of a Borrower (or of any existing Restricted Subsidiary of
                  such Borrower) or shall be merged with and into such Borrower
                  or any existing Restricted Subsidiary of such Borrower; and,
                  unless such acquired Person fits within the exception set
                  forth in the last sentence of Section 9.14, such Borrower or
                  the applicable Restricted Subsidiary and such acquired Person
                  shall have become a Guarantor hereunder, and shall have
                  otherwise complied with all the applicable provisions of
                  Section 9.14 and (y) the board of directors (or other
                  applicable governing body) of the acquired Person shall have
                  approved such proposed acquisition;

                  (iv)  no Default or Event of Default shall exist immediately
            prior to such Permitted Acquisition or would result from such
            Permitted Acquisition and provided further that if such Permitted
            Acquisition would result in a change in control of the acquired
            Person, such Investment shall have been approved by the board of
            directors of such Person prior to the making of such Investment; and

                  (v)   with respect to any Permitted Acquisition, any debt
            instruments or preferred stock evidencing, governing or issued in
            connection with such Investment shall be reasonably satisfactory to
            the Administrative Agent and shall be permitted by this Credit
            Agreement.

                  10.5.3. DISPOSITION OF ASSETS. Each Borrower will not, and
            will not permit any of its Restricted Subsidiaries to, become a
            party to or agree to or effect any disposition of assets or stock or
            other equity interests, other than the disposition of assets in the
            ordinary course of business and sale leasebacks to the extent
            permitted under Section 10.6. Notwithstanding the foregoing, (a) if
            no Default or Event of Default exists or will occur as a result of
            such disposition or sale, the Borrowers and their Restricted
            Subsidiaries may lease, sell or otherwise dispose of assets (other
            than stock and other equity interests)

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            for cash; provided that the aggregate net book value (at the time of
            disposition thereof and after giving effect to the contemplated
            disposition) of all such assets shall not exceed $25,000,000 during
            any period of twelve consecutive months, and (b) neither Borrower
            will, nor will permit any of its Restricted Subsidiaries to, become
            a party to or agree to or effect any sales by such Borrower or
            Restricted Subsidiary of (i) accounts or general intangibles for
            money due or to become due, (ii) chattel paper, instruments or
            documents creating or evidencing a right to payment of money or
            (iii) other receivables (collectively "receivables"), whether
            pursuant to a purchase facility or otherwise, other than in
            connection with the disposition of the business operations of such
            Borrower or Restricted Subsidiary relating thereto or a disposition
            of defaulted receivables for collection and not as a financing
            arrangement, and together with any obligation of such Borrower or
            Restricted Subsidiary to pay any discount, interest, fees,
            indemnities, penalties, recourse, expenses or other amounts in
            connection therewith.

            10.6. SALE AND LEASEBACK. After the Closing Date, each Borrower will
      not, and will not permit any of its Restricted Subsidiaries to, enter into
      any arrangement, directly or indirectly, whereby any of the Borrowers or
      any Restricted Subsidiary of a Borrower shall sell or transfer any
      property owned by it in order then or thereafter to lease such property or
      lease other property that a Borrower or any Restricted Subsidiary of a
      Borrower intends to use for substantially the same purpose as the property
      being sold or transferred, provided that any Borrower or any of their
      Restricted Subsidiaries may enter into such sale leaseback transactions to
      the extent that the aggregate net book value (at the time of disposition
      thereof and after giving effect to the contemplated disposition) of the
      assets sold in connection with all such sale leasebacks does not exceed
      (a) with respect to the US Borrower, $15,000,000 in the aggregate for any
      calendar year, and (b) with respect to the Canadian Borrower, $5,000,000
      in the aggregate for any calendar year.

            10.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. Except in compliance with
      all applicable Environmental Laws, each Borrower will not, and will not
      permit any of its Restricted Subsidiaries to, (a) use any of the Real
      Estate or any portion thereof for the handling, processing, storage or
      disposal of Hazardous Substances, (b) cause or permit to be located on any
      of the Real Estate any underground tank or other underground storage
      receptacle for Hazardous Substances, (c) generate any Hazardous Substances
      on any of the Real Estate, (d) conduct any activity at any Real Estate or
      use any Real Estate in any manner so as to cause a release (i.e.
      releasing, spilling, leaking, pumping, pouring, emitting, emptying,
      discharging, injecting, escaping, leaching, disposing or dumping) or
      threatened release of Hazardous Substances on, upon or into the Real
      Estate or (e) otherwise conduct any activity at any Real Estate or use any
      Real Estate in any manner that would violate any Environmental Law or
      bring such Real Estate in violation of any Environmental Law.

            10.8. EMPLOYEE BENEFIT PLANS. Except as set forth on Schedule 8.13
      or as would not, individually or in the aggregate, be reasonably expected
      to result in a Material Adverse Effect, none of the Canadian Borrower, the
      Canadian Guarantors, the US Borrower nor any ERISA Affiliate will,

            (a)   engage in any "prohibited transaction" within the meaning of
      Section 406 of ERISA or Section 4975 of the Code which could result in a
      material liability for the Borrowers or any of their Restricted
      Subsidiaries which could have a Material Adverse Effect; or

            (b)   permit any Guaranteed Pension Plan to incur an "accumulated
      funding deficiency", as such term is defined in Section 302 of ERISA,
      whether or not such deficiency is or may be waived; or

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            (c)   fail to contribute to any Guaranteed Pension Plan to an extent
      which, or terminate any Guaranteed Pension Plan in a manner which, could
      result in the imposition of a Lien or encumbrance on the assets of the
      Borrowers or any of their Restricted Subsidiaries pursuant to Section
      302(f) or Section 4068 of ERISA;

            (d)   permit or take any action which would result in the aggregate
      benefit liabilities (with the meaning of Section 4001 of ERISA) of all
      Guaranteed Pension Plans exceeding the value of the aggregate assets of
      such Plans, disregarding for this purpose the benefit liabilities and
      assets of any such Plan with assets in excess of benefit liabilities, by
      more than $1,000,000;

            (e)   fail to contribute to any Canadian Plan any amount required to
      be contributed thereto in accordance with applicable law or the terms of
      such Canadian Plan, by more than $1,000,000 in the aggregate for all
      Canadian Plans;

            (f)   permit or take any action which would result in the aggregate
      going concern unfunded liability or the aggregate solvency deficiency in
      respect of all the Canadian Plans which are funded plans, determined
      pursuant to the actuarial assumptions and methodology utilized in the most
      recent actuarial valuations therefor, to exceed the Canadian Dollar
      Equivalent of $1,000,000; or

            (g)   amend any Guaranteed Pension Plan in circumstances requiring
      the posting of security pursuant to Section 307 of ERISA or Section
      401(a)(29) of the Code.

            10.9. BUSINESS ACTIVITIES. Each Borrower will not, and will not
      permit any of its Restricted Subsidiaries, to engage directly or
      indirectly (whether through Restricted Subsidiaries or otherwise) in any
      type of business not engaged in by such Borrower or such Restricted
      Subsidiary on the Closing Date, unless incidental or related to any type
      of business engaged in by such Borrower or such Restricted Subsidiaries on
      such date.

            10.10. CAPITALIZATION. Each Borrower will not, and will not permit
      any of its Restricted Subsidiaries to, authorize, issue or sell any
      Capital Stock, grant any options (other than under current option plans),
      warrants or other rights to purchase any Capital Stock or in any way
      change the capitalization of any of its Restricted Subsidiaries in such a
      manner as to cause such Borrower to own directly or indirectly less than
      one hundred percent of the Capital Stock, of each of its Restricted
      Subsidiaries (except as set forth in Section 8.17 or Section 10.5.2). Each
      Borrower will not issue any Capital Stock having debt-like features (such
      as mandatory cash dividends, mandatory redemption provisions or other
      provisions which create monetary obligations on such Borrower payable in
      cash during a period when Loans may be outstanding) except to the extent
      that such Capital Stock, if classified as Indebtedness of such Borrower,
      would be permitted by Section 10.1 hereof.

            10.11. FISCAL YEAR. Each Borrower will not, and will not permit its
      Restricted Subsidiaries to, change the date of the end of their fiscal
      year from that set forth in Section 8.18 hereof.

            10.12. RESTRICTIONS ON NEGATIVE PLEDGES AND UPSTREAM LIMITATIONS.
      The Borrowers will not, nor will they permit any of their Restricted
      Subsidiaries to, (a) enter into any agreement or arrangement (excluding
      this Credit Agreement and the Loan Documents) prohibiting the creation or
      assumption of any Lien upon its properties, revenues or assets whether now
      owned or hereafter acquired or (b) enter into any agreement, contract or
      arrangement (excluding this Credit Agreement and the other Loan Documents)
      restricting the ability of any US Guarantor or any Restricted Subsidiary
      of the Canadian Borrower to (i) pay or make dividends or distributions in

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      cash or kind to the US Borrower (in the case of any US Guarantor) or the
      Canadian Borrower (in the case of Restricted Subsidiaries of the Canadian
      Borrower), (ii) make loans, advances or other payments of whatsoever
      nature to the US Borrower (in the case of US Guarantors) and the Canadian
      Borrower (in the case of Restricted Subsidiaries of the Canadian Borrower)
      or (iii) make transfers or distributions of all or any part of its assets
      to the US Borrower (in the case of US Guarantors) and the Canadian
      Borrower (in the case of Restricted Subsidiaries of the Canadian
      Borrower); in each case other than (i) restrictions on specific assets
      which assets are the subject of purchase money security interests to the
      extent permitted under Section 10.2, and (ii) customary anti-assignment
      provisions contained in leases and licensing agreements entered into by
      the Borrowers or such Subsidiary in the ordinary course of its business.

            10.13. TRANSACTIONS WITH AFFILIATES. Each Borrower will not, and
      will not permit any of its Restricted Subsidiaries to, engage in any
      transaction with any Affiliate (other than the Borrowers or any of their
      Restricted Subsidiaries) (other than (i) for services as employees,
      officers and directors, (ii) equity awards related to common stock to
      employees and directors pursuant to incentive compensation plans involving
      not more than 25% of the common stock of such Borrower and (iii)
      transactions pursuant to agreements listed on Schedule 10.13), including
      any contract, agreement or other arrangement providing for the furnishing
      of services to or by, providing for rental of real or personal property to
      or from, or otherwise requiring payments to or from any such Affiliate or,
      to the knowledge of such Borrower, any corporation, partnership, trust or
      other entity in which any such Affiliate has a substantial interest or is
      an officer, director, trustee or partner, on terms more favorable to such
      Person than would have been obtainable on an arm's-length basis in the
      ordinary course of business.

            10.14. MODIFICATION OF CERTAIN DOCUMENTS. Each Borrower will not,
      and will not permit any of its Restricted Subsidiaries to, modify, amend
      or supplement the Senior Notes in a manner which affects the amount or
      timing of payments to be made thereunder or any other debt-like features
      thereof, or which results in more restrictive covenants and events of
      default than in this Credit Agreement, without the prior written consent
      of the Administrative Agent.

      11.   FINANCIAL COVENANTS OF THE BORROWERS.

      Each of the Borrowers covenants and agrees that, so long as any Loan,
Unpaid Reimbursement Obligation, Letter of Credit or Note is outstanding or any
Lender has any obligation to make any Loans or the Issuing Lender has any
obligation to issue or extend any Letters of Credit:

            11.1. FUNDED DEBT TO EBITDAR RATIO. The Borrowers will not permit
      the Funded Debt to EBITDAR Ratio to exceed 3.50 to 1 as of the last day of
      any fiscal quarter.

            11.2. INTEREST COVERAGE. The Borrowers will not permit the ratio of
      (a) Consolidated EBITDA for the preceding period of four (4) consecutive
      fiscal quarters to (b) Consolidated Total Interest Expense for such
      period, to be less than 3.50 to 1 as of the last day of any fiscal
      quarter.

            11.3. CONSOLIDATED TANGIBLE NET WORTH. The Borrowers will not permit
      Consolidated Tangible Net Worth as of the last day of any fiscal quarter
      to be less than the sum of (a) eighty percent (80%) of Consolidated
      Tangible Net Worth for the most recent fiscal quarter ended prior to the
      Closing Date plus (b) on a cumulative basis, fifty percent (50%) of
      positive Consolidated Net Income for each fiscal quarter ending subsequent
      to the Closing Date.

            11.4. CAPITAL EXPENDITURES. The Borrowers will not make, or permit
      any Restricted Subsidiaries to make, Capital Expenditures in any fiscal
      year that exceed, in the aggregate,

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      $42,000,000; provided, however, that, if during any fiscal year the amount
      of Capital Expenditures permitted for that fiscal year is not so utilized,
      fifty percent (50%) of such unutilized amount may be utilized in the next
      succeeding fiscal year but not in any subsequent fiscal year.

      12.   CLOSING CONDITIONS.

      The obligations of certain of the Lenders to convert their claims against
the Borrowers and certain of their Restricted Subsidiaries with respect to the
Existing Credit Agreement into Obligations under this Credit Agreement, to amend
and restate the Existing Credit Agreement and to make the initial Loans and the
Issuing Lender to convert any existing letters of credit into Letters of Credit
under this Credit Agreement and issue any initial Letters of Credit shall be
subject to the satisfaction of the following conditions precedent on or prior to
the Closing Date.

            12.1. LOAN DOCUMENTS, ETC. Each of the Loan Documents shall have
      been duly executed and delivered by the respective parties thereto, shall
      be in full force and effect and shall be in form and substance
      satisfactory to each of the Lenders.

            12.2. CERTIFIED COPIES OF CHARTER DOCUMENTS; GOOD STANDING
      CERTIFICATES. The Administrative Agent shall have received from each of
      the Borrowers and each of their Restricted Subsidiaries (a) a copy,
      certified by a duly authorized officer of such Person to be true and
      complete and in full force and effect on the Closing Date, of each of the
      Governing Documents as in effect on such date of certification and (b)
      certificates of good standing, all in form and substance satisfactory to
      the Administrative Agent and its counsel.

            12.3. CORPORATE OR OTHER ACTION. All corporate or other action
      necessary for the valid execution, delivery and performance by each of the
      Borrowers and each of their Restricted Subsidiaries of this Credit
      Agreement and the other Loan Documents to which it is or is to become a
      party shall have been duly and effectively taken, and evidence thereof
      shall have been provided to the Administrative Agent.

            12.4. INCUMBENCY CERTIFICATE. The Administrative Agent shall have
      received from each of the Borrowers and each of their Restricted
      Subsidiaries an incumbency certificate, dated as of the Closing Date,
      signed by a duly authorized officer of such Borrower or such Restricted
      Subsidiary, and giving the name and bearing a specimen signature of each
      individual who shall be authorized: (a) to sign, in the name and on behalf
      of each Borrower or such Restricted Subsidiary, each of the Loan Documents
      to which such Borrower or such Restricted Subsidiary is or is to become a
      party; (b) in the case of the US Borrower, to make Loan Requests and
      Conversion Requests, in the case of the Canadian Borrower, Continuation
      Requests and, in the case of the US Borrower, to apply for Letters of
      Credit; and (c) to give notices and to take other action on its behalf
      under the Loan Documents.

            12.5. PAYOFF AND TERMINATION OF LIENS. The Administrative Agent
      shall have received satisfactory evidence of (a) payment in full of the
      Existing Credit Agreement, including all interest and fees in accordance
      with Section 29 hereof, and (b) the discharge of all Liens granted with
      respect to the Existing Credit Agreement.

            12.6. OPINION OF COUNSEL. Each of the Lenders and the Administrative
      Agent shall have received a favorable legal opinion addressed to the
      Lenders and the Administrative Agent, dated as of the Closing Date, in
      form and substance satisfactory to the Lenders and the Administrative
      Agent, from:

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            (a)   Simpson Thacher & Bartlett LLP, counsel to the US Borrower and
      the US Guarantors;

            (b)   local counsel to certain US Guarantors in the states of
      Georgia and Utah; and

            (c)   local counsel to the Canadian Borrower and the Canadian
      Guarantors (including a so called "525" opinion).

            12.7. PAYMENT OF FEES. The Borrowers shall have reimbursed the
      Administrative Agent for, or paid directly, all fees, costs and expenses
      incurred by the Administrative Agent's Special Counsel and the Canadian
      Counsel in connection with the closing of the transactions contemplated
      hereby and all other fees payable under the Fee Letter.

            12.8. CLOSING CERTIFICATE. The Borrowers shall have delivered to the
      Administrative Agent a certificate, dated as of the Closing Date, stating
      that, as of such date (a) the representations and warranties set forth
      herein or in any other Loan Document are true and correct, (b) no Default
      or Event of Default has occurred and is continuing and (c) the conditions
      set forth in this Section 12 have been satisfied.

            12.9. SENIOR NOTES. The Administrative Agent shall have received
      satisfactory evidence that the US Borrower will issue the Senior Notes in
      a principal amount of $75,000,000 on the Closing Date.

      13.   CONDITIONS TO ALL BORROWINGS.

      The obligations of the Lenders to make any Loans and of the Issuing Lender
to issue or extend any Letter of Credit, in each case whether on or after the
Closing Date, shall also be subject to the satisfaction of the following
conditions precedent:

            13.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
      representations and warranties of the Borrowers and their Subsidiaries
      contained in this Credit Agreement, the other Loan Documents or in any
      document or instrument delivered pursuant to or in connection with this
      Credit Agreement shall be true in all material respects at and as of the
      time of the making of such Loan or the issuance or extension of such
      Letter of Credit (except to the extent of changes resulting from
      transactions contemplated or permitted by this Credit Agreement and the
      other Loan Documents and changes occurring in the ordinary course of
      business that singly or in the aggregate are not materially adverse, and
      to the extent that such representations and warranties relate expressly to
      an earlier date) and no Default or Event of Default shall have occurred
      and be continuing.

            13.2. DOCUMENTS. The Loan Documents and all other documents incident
      thereto shall be satisfactory in substance and in form to the Lenders and
      to the Administrative Agent and the Administrative Agent's Special Counsel
      and the Lenders and such counsel shall have received all information and
      such counterpart originals or certified or other copies of such documents
      as the Administrative Agent may reasonably request.

      14.   EVENTS OF DEFAULT; ACCELERATION; ETC.

            14.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following
      events ("Events of Default" or, if the giving of notice or the lapse of
      time or both is required, then, prior to such notice or lapse of time,
      "Defaults") shall occur:

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            (a)   any Borrower shall fail to pay any principal of its Loans or
      the US Borrower shall fail to pay any Reimbursement Obligation when the
      same shall become due and payable, whether at the stated date of maturity
      or any accelerated date of maturity or at any other date fixed for
      payment;

            (b)   any Borrower shall fail to pay (i) any interest on its Loans,
      any Commitment Fee, any Letter of Credit Fee, or Agent's Fees due
      hereunder, when the same shall become due and payable, whether at the
      stated date of maturity or any accelerated date of maturity or at any
      other date fixed for payment, and such failure shall continue for three
      (3) days; or (ii) any other sums due hereunder or under any of the other
      Loan Documents, when the same shall become due and payable, whether at the
      stated date of maturity or any accelerated date of maturity or at any
      other date fixed for payment, and such failure shall continue for thirty
      (30) days;

            (c)   any of the Borrowers or any of their Restricted Subsidiaries
      shall fail to comply with any of the covenants contained in Sections 9.1,
      9.4, 9.5.1, the first sentence of Section 9.6, 9.12, 9.14, 10 or 11;

            (d)   any of the Borrowers or any of their Restricted Subsidiaries
      shall fail to perform any term, covenant or agreement contained herein or
      in any of the other Loan Documents (other than those specified elsewhere
      in this Section 14.1) for thirty (30) days after written notice of such
      failure has been given to the applicable Borrower by the Administrative
      Agent;

            (e)   any representation or warranty of any of the Borrowers or any
      of their Restricted Subsidiaries in this Credit Agreement or any of the
      other Loan Documents or in any other document or instrument delivered
      pursuant to or in connection with this Credit Agreement shall prove to
      have been false in any material respect upon the date when made or deemed
      to have been made;

            (f)   any of the Borrowers or any of their Restricted Subsidiaries
      shall fail to pay when due, or within any applicable period of grace, any
      obligation in excess of the aggregate amount of $20,000,000, for borrowed
      money or credit received or in respect of any Capitalized Leases, or fail
      to observe or perform any material term, covenant or agreement contained
      in any agreement by which it is bound, evidencing or securing borrowed
      money or credit received or in respect of any Capitalized Leases for such
      period of time as would permit (assuming the giving of appropriate notice
      if required) the holder or holders thereof or of any obligations issued
      thereunder to accelerate the maturity thereof;

            (g)   any of the Borrowers or any of their Restricted Subsidiaries
      shall make an assignment for the benefit of creditors, or admit in writing
      its inability to pay or generally fail to pay its debts as they mature or
      become due, or shall petition or apply for the appointment of a trustee or
      other custodian, liquidator, administrator or receiver of any of the
      Borrowers or any of their Restricted Subsidiaries or of any substantial
      part of the assets of any of the Borrowers or any of their Restricted
      Subsidiaries or shall commence any case or other proceeding relating to
      any of the Borrowers or any of their Restricted Subsidiaries under any
      bankruptcy, reorganization, arrangement, insolvency, readjustment of debt,
      dissolution or liquidation or similar law of any jurisdiction, now or
      hereafter in effect, or shall take any action to authorize or in
      furtherance of any of the foregoing, or if any such petition or
      application shall be filed or any such case or other proceeding shall be
      commenced against any of the Borrowers or any of their Restricted
      Subsidiaries and the Borrowers or any of their Restricted Subsidiaries
      shall indicate its approval thereof, consent thereto or acquiescence
      therein or such petition or application shall not have been dismissed
      within sixty (60) days following the filing thereof;

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            (h)   a decree or order is entered appointing any such trustee,
      custodian, liquidator or receiver or adjudicating any of the Borrowers or
      any of their Restricted Subsidiaries bankrupt or insolvent, or approving a
      petition in any such case or other proceeding, or a decree or order for
      relief is entered in respect of any of the Borrowers or any Restricted
      Subsidiary of the Borrowers in an involuntary case under federal
      bankruptcy laws as now or hereafter constituted;

            (i)   there shall remain in force, undischarged, unsatisfied and
      unstayed, for more than thirty days, whether or not consecutive, any final
      judgment against any of the Borrowers or any of their Restricted
      Subsidiaries that, with other outstanding final judgments, undischarged,
      against any of the Borrowers or any of their Restricted Subsidiaries
      exceeds in the aggregate $20,000,000;

            (j)   if any of the Loan Documents shall be cancelled, terminated,
      revoked or rescinded otherwise than in accordance with the terms thereof
      or with the express prior written agreement, consent or approval of the
      Lenders, or any action at law, suit or in equity or other legal proceeding
      to cancel, revoke or rescind any of the Loan Documents shall be commenced
      by or on behalf of any of the Borrowers or any of their Restricted
      Subsidiaries party thereto or any of their respective stockholders, or any
      court or any other governmental or regulatory authority or agency of
      competent jurisdiction shall make a determination that, or issue a
      judgment, order, decree or ruling to the effect that, any one or more of
      the Loan Documents is illegal, invalid or unenforceable in accordance with
      the terms thereof;

            (k)   the US Borrower or any ERISA Affiliate incurs any liability to
      the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an
      aggregate amount exceeding $20,000,000, or the US Borrower or any ERISA
      Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA
      by a Multiemployer Plan requiring aggregate annual payments exceeding
      $20,000,000, or any of the following occurs with respect to any Guaranteed
      Pension Plan: (i) an ERISA Reportable Event shall have occurred and the
      Required Lenders shall have determined in their reasonable discretion that
      such event reasonably could be expected to result in liability of the US
      Borrower or the US Guarantors to the PBGC or such Guaranteed Pension Plan
      in an aggregate amount exceeding $20,000,000 and such event in the
      circumstances occurring reasonably could constitute grounds for the
      termination of such Guaranteed Pension Plan by the PBGC, for the
      appointment by the appropriate United States District Court of a trustee
      to administer such Guaranteed Pension Plan or for the imposition of a Lien
      in favor of such Guaranteed Pension Plan; or (ii) a trustee shall have
      been appointed by the United States District Court to administer such
      Guaranteed Pension Plan; or (iii) the PBGC shall have instituted
      proceedings to terminate such Guaranteed Pension Plan;

            (l)   any of the Borrowers or any of their Restricted Subsidiaries
      shall be enjoined, restrained or in any way prevented by the order of any
      court or any administrative or regulatory agency from conducting any
      material part of its business and such order shall continue in effect for
      more than thirty (30) days;

            (m)   there shall occur any strike, lockout, labor dispute, embargo,
      condemnation, act of God or public enemy, or other casualty, which in any
      such case causes, for more than thirty (30) consecutive days, the
      cessation or substantial curtailment of revenue producing activities at
      any facility of the US Borrower or any of its Restricted Subsidiaries if
      such event or circumstance is not covered by business interruption
      insurance and would have a Material Adverse Effect;

            (n)   there shall occur the loss, suspension or revocation of, or
      failure to renew, any license or permit now held or hereafter acquired by
      the Borrowers or any of their Restricted

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      Subsidiaries if such loss, suspension, revocation or failure to renew
      would have a Material Adverse Effect;

            (o)   any of the Borrowers or any of their Restricted Subsidiaries
      shall be indicted for a state or federal crime, or any civil or criminal
      action shall otherwise have been brought against any of the Borrowers or
      any of their Restricted Subsidiaries, a punishment for which in any such
      case could include the forfeiture of any assets of such Borrower or such
      Restricted Subsidiary having a fair market value in excess of $20,000,000;
      or

            (p)   (i) any person or group of persons (within the meaning of
      Section 13 or 14 of the Securities Exchange Act of 1934, as amended) other
      than Mortimer B. Fuller, III, his interest in his father's estate and any
      of his children or grandchildren and any trust or other Person controlled
      by, and a majority of the beneficial ownership interest of which is owned
      by, any of such individuals, singly or jointly, shall have acquired
      beneficial ownership (within the meaning of Rule 13d-3 promulgated by the
      Securities and Exchange Commission under said Act) of more than
      twenty-five percent (25%) of the outstanding shares of the common stock of
      GWI, (ii) during any period of twelve consecutive calendar months,
      individuals who were directors of GWI on the first day of such period
      shall cease to constitute a majority of the board of directors of GWI,
      (iii) any of the Borrowers shall at any time own directly or indirectly
      less than 100% of the shares of the Capital Stock of each of their
      Restricted Subsidiaries, as adjusted pursuant to any stock split, stock
      dividend or recapitalization or reclassification of the capital of such
      Person, except as otherwise consented to by the applicable Lenders
      pursuant to Section 10.5.2, and except as otherwise described in Section
      8.17; or (iv) any event shall occur which would constitute a "Change of
      Control" as defined in any other Indebtedness in excess of $40,000,000;

      then, and in any such event, so long as the same may be continuing, the
Administrative Agent may, and upon the request of the Required Lenders shall, by
notice in writing to the Borrowers declare all amounts owing with respect to
this Credit Agreement, the Notes and the other Loan Documents and all
Reimbursement Obligations to be, and they shall thereupon forthwith become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by each of the Borrowers;
provided that in the event of any Event of Default specified in Sections 14.1(g)
or 14.1(h), all such amounts shall become immediately due and payable
automatically and without any requirement of notice from the Administrative
Agent or any Lender.

            14.2. TERMINATION OF COMMITMENTS. If any one or more of the Events
      of Default specified in Sections 14.1(g) or 14.1(h) shall occur, any
      unused portion of the credit hereunder shall forthwith terminate and each
      of the Lenders shall be relieved of all further obligations to make Loans
      to the Borrowers and the Issuing Lender shall be relieved of all further
      obligations to issue or extend Letters of Credit. If any other Event of
      Default shall have occurred and be continuing, or if on any Drawdown Date
      or other date for issuing or extending any Letter of Credit the conditions
      precedent to the making of the Loans to be made on such Drawdown Date or
      (as the case may be) to issuing or extending such Letter of Credit on such
      other date are not satisfied, the Administrative Agent may and, upon the
      request of the Required Lenders, shall, by notice to the Borrowers,
      terminate the unused portion of the credit hereunder, and upon such notice
      being given such unused portion of the credit hereunder shall terminate
      immediately and each of the Lenders shall be relieved of all further
      obligations to make Loans and the Issuing Lender shall be relieved of all
      further obligations to issue or extend Letters of Credit. No termination
      of the credit hereunder shall relieve any Borrower of any of its
      Obligations.

            14.3. REMEDIES. In case any one or more of the Events of Default
      shall have occurred and be continuing, and whether or not the Lenders
      shall have accelerated the maturity of the

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      Loans pursuant to Section 14.1, each Lender, if owed any amount with
      respect to the Loans or the Reimbursement Obligations, may, with the
      consent of the Required Lenders but not otherwise, proceed to protect and
      enforce its rights by suit in equity, action at law or other appropriate
      proceeding, whether for the specific performance of any covenant or
      agreement contained in this Credit Agreement and the other Loan Documents
      or any instrument pursuant to which the Obligations to such Lender are
      evidenced, including as permitted by applicable law the obtaining of the
      ex parte appointment of a receiver, and, if such amount shall have become
      due, by declaration or otherwise, proceed to enforce the payment thereof
      or any other legal or equitable right of such Lender. No remedy herein
      conferred upon any Lender or the Administrative Agent or the holder of any
      Note or purchaser of any Letter of Credit Participation is intended to be
      exclusive of any other remedy and each and every remedy shall be
      cumulative and shall be in addition to every other remedy given hereunder
      or now or hereafter existing at law or in equity or by statute or any
      other provision of law.

      15.   SETOFF.

      If an Event of Default shall have occurred and be continuing, each Lender,
the Issuing Lender and each of their respective Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by applicable
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the Issuing
Lender or any such Affiliate to or for the credit or the account of any Borrower
or any other Loan Party against any and all of the obligations of such Borrower
or such Loan Party now or hereafter existing under this Agreement or any other
Loan Document to such Lender or the Issuing Lender, irrespective of whether or
not such Lender or the Issuing Lender shall have made any demand under this
Agreement or any other Loan Document and although such obligations of such
Borrower or such Loan Party may be contingent or unmatured or are owed to a
branch or office of such Lender or the Issuing Lender different from the branch
or office holding such deposit or obligated on such indebtedness. The rights of
each Lender, the Issuing Lender and their respective Affiliates under this
Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender, the Issuing Lender or their respective Affiliates may
have. Each Lender and the Issuing Lender agrees to notify the Borrowers and the
Administrative Agent promptly after any such setoff and application, provided
that the failure to give such notice shall not affect the validity of such
setoff and application.

      16.   THE ADMINISTRATIVE AGENT.

            16.1. APPOINTMENT AND AUTHORIZATION.

            (a)   Each of the Lenders and the Issuing Lender hereby irrevocably
      appoints Bank of America to act on its behalf as the Administrative Agent
      hereunder and under the other Loan Documents and authorizes the
      Administrative Agent to take such actions on its behalf and to exercise
      such powers as are delegated to the Administrative Agent by the terms
      hereof or thereof, together with such actions and powers as are reasonably
      incidental thereto. The provisions of this Section 16 are solely for the
      benefit of the Administrative Agent, the Lenders and the Issuing Lender,
      and no Borrower shall have rights as a third party beneficiary of any of
      such provisions.

            (b)   The relationship between the Administrative Agent and each of
      the Lenders is that of an independent contractor. The use of the term
      "Administrative Agent" is for convenience only and is used to describe, as
      a form of convention, the independent contractual relationship between the
      Administrative Agent and each of the Lenders. Nothing contained in this
      Credit

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      Agreement nor the other Loan Documents shall be construed to create an
      agency, trust or other fiduciary relationship between the Administrative
      Agent and any of the Lenders.

            (c)   As an independent contractor empowered by the Lenders to
      exercise certain rights and perform certain duties and responsibilities
      hereunder and under the other Loan Documents, the Administrative Agent is
      nevertheless a "representative" of the Lenders, as that term is defined in
      Article 1 of the Uniform Commercial Code, for purposes of actions for the
      benefit of the Lenders and the Administrative Agent with respect to the
      guaranties contemplated by the Loan Documents.

            16.2. RIGHTS AS A LENDER. The Person serving as the Administrative
      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 the term "Lender" or "Lenders" shall, unless
      otherwise expressly indicated or unless the context otherwise requires,
      include the Person serving as the Administrative Agent hereunder in its
      individual capacity. Such Person and its Affiliates may accept deposits
      from, lend money to, act as the financial advisor or in any other advisory
      capacity for and generally engage in any kind of business with the
      Borrowers or any Subsidiary or other Affiliate thereof as if such Person
      were not the Administrative Agent hereunder and without any duty to
      account therefore to the Lenders.

            16.3. EXCULPATORY PROVISIONS. The Administrative Agent shall not
      have any duties or obligations except those expressly set forth herein and
      in the other Loan Documents. Without limiting the generality of the
      foregoing, the Administrative Agent:

            (a)   shall not be subject to any fiduciary or other implied duties,
      regardless of whether a Default has occurred and is continuing;

            (b)   shall not have any duty to take any discretionary action or
      exercise any discretionary powers, except discretionary rights and powers
      expressly contemplated hereby or by the other Loan Documents that the
      Administrative Agent is required to exercise as directed in writing by the
      Required Lenders (or such other number or percentage of the Lenders as
      shall be expressly provided for herein or in the other Loan Documents),
      provided that the Administrative Agent shall not be required to take any
      action that, in its opinion or the opinion of its counsel, may expose the
      Administrative Agent to liability or that is contrary to any Loan Document
      or applicable law; and

            (c)   shall not, except as expressly set forth herein and in the
      other Loan Documents, have any duty to disclose, and shall not be liable
      for the failure to disclose, any information relating to any of the
      Borrowers or any of their respective Affiliates that is communicated to or
      obtained by the Person serving as the Administrative Agent or any of its
      Affiliates in any capacity.

      The Administrative Agent shall not be liable for any action taken or not
taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 27 and 14.3 or (ii) in the absence of its
own gross negligence or willful misconduct. The Administrative Agent shall be
deemed not to have knowledge of any Default unless and until notice describing
such Default is given to the Administrative Agent by the Borrowers, a Lender or
the Issuing Lender.

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      The Administrative 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 this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan
Document or any other agreement, instrument or document or (v) the satisfaction
of any condition set forth in Section 12 or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the
Administrative Agent.

            16.4. RELIANCE BY ADMINISTRATIVE AGENT. The Administrative 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 (including any electronic message,
      Internet or intranet website posting or other distribution) believed by it
      to be genuine and to have been signed, sent or otherwise authenticated by
      the proper Person. The Administrative Agent also may rely upon any
      statement made to it orally or by telephone and believed by it to have
      been made by the proper Person, and shall not incur any liability for
      relying thereon. In determining compliance with any condition hereunder to
      the making of a Loan, or the issuance of a Letter of Credit, that by its
      terms must be fulfilled to the satisfaction of a Lender or the Issuing
      Lender, the Administrative Agent may presume that such condition is
      satisfactory to such Lender or the Issuing Lender unless the
      Administrative Agent shall have received notice to the contrary from such
      Lender or the Issuing Lender prior to the making of such Loan or the
      issuance of such Letter of Credit. The Administrative Agent may consult
      with legal counsel (who may be counsel for the Borrowers), 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.

            16.5. DELEGATION OF DUTIES. The Administrative Agent may perform any
      and all of its duties and exercise its rights and powers hereunder or
      under any other Loan Document by or through any one or more sub-agents
      appointed by the Administrative Agent. The Administrative Agent and any
      such sub-agent may perform any and all of its duties and exercise its
      rights and powers by or through their respective Related Parties. The
      exculpatory provisions of this Section 16 shall apply to any such
      sub-agent and to the Related Parties of the Administrative 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 as Administrative Agent.

            16.6. RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative Agent
      may at any time give notice of its resignation to the Lenders, the Issuing
      Lender and the Borrowers. Upon receipt of any such notice of resignation,
      the Required Lenders shall have the right, with the US Borrower's consent,
      to appoint a successor, which shall be a bank with an office in the United
      States, or an Affiliate of any such bank with an office in the United
      States. If no such successor shall have been so appointed by the Required
      Lenders and shall have accepted such appointment within 30 days after the
      retiring Administrative Agent gives notice of its resignation, then the
      retiring Administrative Agent may on behalf of the Lenders and the Issuing
      Lender, appoint a successor Administrative Agent, with the US Borrower's
      consent, meeting the qualifications set forth above; provided that if the
      Administrative Agent shall notify the Borrowers and the Lenders
      that no qualifying Person has accepted such appointment, then such
      resignation shall nonetheless become effective in accordance with such
      notice and (1) the retiring Administrative Agent shall be discharged from
      its duties and obligations hereunder and under the other Loan Documents
      and (2) all payments, communications and determinations provided to be
      made by, to or through the Administrative Agent shall instead be made by
      or to each Lender and the Issuing Lender directly,

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      until such time as the Required Lenders appoint a successor Administrative
      Agent as provided for above in this Section. Upon the acceptance of a
      successor's appointment as Administrative Agent hereunder, such successor
      shall succeed to and become vested with all of the rights, powers,
      privileges and duties of the retiring (or retired) Administrative Agent,
      and the retiring Administrative Agent shall be discharged from all of its
      duties and obligations hereunder or under the other Loan Documents (if not
      already discharged therefrom as provided above in this Section). The fees
      payable by the Borrowers to a successor Administrative Agent shall be the
      same as those payable to its predecessor unless otherwise agreed between
      the Borrowers and such successor. After the retiring Administrative
      Agent's resignation hereunder and under the other Loan Documents, the
      provisions of this Section 16 and Sections 17 and 18 shall continue in
      effect for the benefit of such retiring Administrative Agent, its
      sub-agents and their respective Related Parties in respect of any actions
      taken or omitted to be taken by any of them while the retiring
      Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this
Section shall also constitute its resignation as Issuing Lender and Swing Line
Lender. Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring Issuing Lender and Swing
Line Lender, (b) the retiring Issuing Lender and Swing Line Lender shall be
discharged from all of their respective duties and obligations hereunder or
under the other Loan Documents, and (c) the successor Issuing Lender shall issue
letters of credit in substitution for the Letters of Credit, if any, outstanding
at the time of such succession or make other arrangement satisfactory to the
retiring Issuing Lender to effectively assume the obligations of the retiring
Issuing Lender with respect to such Letters of Credit.

            16.7. NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each
      Lender and the Issuing Lender acknowledges that it has, independently and
      without reliance upon the Administrative Agent or any other Lender or any
      of their Related Parties 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 and the Issuing Lender also acknowledges
      that it will, independently and without reliance upon the Administrative
      Agent or any other Lender or any of their Related Parties 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 Agreement, any other Loan Document or any
      related agreement or any document furnished hereunder or thereunder.

            16.8. NO OTHER DUTIES, ETC. Anything herein to the contrary
      notwithstanding, none of the Bookrunners, Arrangers or Syndication Agents
      listed on the cover page hereof shall have any powers, duties or
      responsibilities under this Agreement or any of the other Loan Documents,
      except in its capacity, as applicable, as the Administrative Agent, a
      Lender or the Issuing Lender hereunder.

            16.9. CLOSING DOCUMENTATION, ETC. For purposes of determining
      compliance with the conditions set forth in Section 12, each Lender that
      has executed this Credit Agreement shall be deemed to have consented to,
      approved or accepted, or to be satisfied with, each document and matter
      either sent, or made available, by the Administrative Agent or the
      Arranger to such Lender for consent, approval, acceptance or satisfaction,
      or required thereunder to be consented to or approved by or acceptable or
      satisfactory to such Lender, unless an officer of the Administrative Agent
      or the Arranger active upon the Borrowers' account shall have received
      notice from such Lender prior to the Closing Date specifying such Lender's
      objection thereto and such objection shall not have been withdrawn by
      notice to the Administrative Agent or the Arranger to such effect on or
      prior to the Closing Date.

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            16.10. PAYMENTS.

                  16.10.1. PAYMENTS TO ADMINISTRATIVE AGENT. A payment by either
            of the Borrowers to the Administrative Agent hereunder or any of the
            other Loan Documents for the account of any Lender shall constitute
            a payment to such Lender. The Administrative Agent agrees promptly
            to distribute to each Lender such Lender's pro rata share of
            payments received by the Administrative Agent for the account of
            such Lenders except as otherwise expressly provided herein or in any
            of the other Loan Documents.

                  16.10.2. DISTRIBUTION BY ADMINISTRATIVE AGENT.

            (a)   Unless Administrative Agent shall have received notice from
      either of the Borrowers prior to the date on which any payment is due to
      Administrative Agent for the account of the Lenders or the Issuing Lender
      hereunder that such Borrower will not make such payment, Administrative
      Agent may assume that such Borrower has made such payment on such date in
      accordance herewith and may, in reliance upon such assumption, distribute
      to Lenders or the Issuing Lender, as the case may be, the amount due. In
      such event, if such Borrower has not in fact made such payment, then each
      of Lenders or the Issuing Lender, as the case may be, severally agrees to
      repay to Administrative Agent forthwith on demand the amount so
      distributed to such Lender or the Issuing Lender, in immediately available
      funds 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
      Administrative Agent, at the greater of the Federal Funds Rate and a rate
      determined by Administrative Agent in accordance with banking industry
      rules on interbank compensation. A notice of Administrative Agent to any
      Lender or Borrowers with respect to any amount owing under this subsection
      (a) shall be conclusive, absent manifest error.

            (b)   If in the opinion of the Administrative Agent the distribution
      of any amount received by it in such capacity hereunder, under the Notes,
      this Credit Agreement or under any of the other Loan Documents might
      involve it in liability, it may refrain from making such distribution
      until its right to make such distribution shall have been adjudicated by a
      court of competent jurisdiction. If a court of competent jurisdiction
      shall adjudge that any amount received and distributed by the
      Administrative Agent is to be repaid, each Person to whom any such
      distribution shall have been made shall either repay to the Administrative
      Agent its proportionate share of the amount so adjudged to be repaid or
      shall pay over the same in such manner and to such Persons as shall be
      determined by such court.

                  16.10.3. DELINQUENT LENDERS. Notwithstanding anything to the
            contrary contained in this Credit Agreement or any of the other Loan
            Documents, any Lender that fails (a) to make available to the
            Administrative Agent its applicable pro rata share (if any) of any
            Loan or to purchase its applicable pro rata amount (if any) of any
            Letter of Credit Participation or participate in any Swingline Loan
            or (b) to comply with the provisions of Section 15 with respect to
            making dispositions and arrangements with the other Lenders, where
            such Lender's share of any payment received, whether by setoff or
            otherwise, is in excess of its pro rata (based on all applicable
            outstanding Loans and Unpaid Reimbursement Obligations) share of
            such payments due and payable to all of the Lenders, in each case
            as, when and to the full extent required by the provisions of this
            Credit Agreement, shall be deemed delinquent (a "Delinquent Lender")
            and shall be deemed a Delinquent Lender until such time as such
            delinquency is satisfied. A Delinquent Lender shall be deemed to
            have assigned any and all payments due to it from the Borrowers,
            whether on account of the applicable outstanding Loans, Unpaid
            Reimbursement Obligations, interest, fees or otherwise, to the
            remaining applicable

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            nondelinquent Lenders for application to, and reduction of, their
            respective applicable pro rata shares of all then applicable
            outstanding Loans and Unpaid Reimbursement Obligations so affected
            by such delinquency. The Delinquent Lender hereby authorizes the
            Administrative Agent to distribute such payments to the
            nondelinquent Lenders in proportion to their respective applicable
            pro rata shares of all such applicable outstanding Loans and Unpaid
            Reimbursement Obligations. A Delinquent Lender shall be deemed to
            have satisfied in full a delinquency when and if, as a result of
            application of the assigned payments to all outstanding Loans and
            Unpaid Reimbursement Obligations of the nondelinquent Lenders so
            affected by such delinquency, the applicable Lenders' respective pro
            rata shares of all such applicable outstanding Loans and Unpaid
            Reimbursement Obligations have returned to those in effect
            immediately prior to such delinquency and without giving effect to
            the nonpayment causing such delinquency.

            16.11. HOLDERS OF NOTES. The Administrative Agent may deem and treat
      the payee of any Note or the purchaser of any Letter of Credit
      Participation as the absolute owner or purchaser thereof for all purposes
      hereof until it shall have been furnished in writing with a different name
      by such payee or by a subsequent holder, assignee or transferee.

            16.12. INDEMNITY. The Lenders ratably (computed by reference to each
      Lender's Commitment Percentage) agree hereby to indemnify and hold
      harmless the Administrative Agent and its Affiliates from and against any
      and all claims, actions and suits (whether groundless or otherwise),
      losses, damages, costs, expenses (including any expenses for which the
      Administrative Agent or such Affiliate has not been reimbursed by the
      Borrowers as required by Section 17), and liabilities of every nature and
      character arising out of or related to this Credit Agreement, the Notes,
      or any of the other Loan Documents or the transactions contemplated or
      evidenced hereby or thereby, or the Administrative Agent's or such
      Affiliate's actions taken hereunder or thereunder and which are related to
      its role as Administrative Agent, except to the extent the Borrowers have
      indemnified the Administrative Agent for the same in accordance with
      Section 18, and except to the extent that any of the same shall be
      directly caused by the Administrative Agent's or such Affiliate's willful
      misconduct or gross negligence. This Section 16.12 covers any Lender which
      is also acting as Administrative Agent solely in its capacity as
      Administrative Agent and such Lender, in its capacity as a Lender, shall
      be liable for its actions and liable to indemnify the Administrative Agent
      in the same manner as any other Lender.

            16.13. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Lender
      hereby agrees that, upon learning of the existence of a Default or an
      Event of Default, it shall promptly notify the Administrative Agent
      thereof. The Administrative Agent hereby agrees that upon receipt of any
      notice under this Section 16.13 it shall promptly notify the other Lenders
      of the existence of such Default or Event of Default.

      17.   EXPENSES.

      Each of the Borrowers agrees to pay (a) any Indemnified Taxes or other
Taxes (including any interest and penalties in respect thereto) payable by the
Administrative Agent, the Arranger or any of the Lenders (other than Excluded
Taxes) on or with respect to the transactions contemplated by this Credit
Agreement (the Borrowers hereby agreeing to indemnify the Administrative Agent,
the Arranger and each Lender with respect thereto), (b) the reasonable fees,
expenses and disbursements of the Administrative Agent's Special Counsel, the
Canadian Counsel and any local counsel to the Administrative Agent incurred in
connection with the preparation, syndication, administration or interpretation
of the Loan Documents and other instruments mentioned herein, each closing
hereunder, any amendments, modifications, approvals, consents or waivers hereto
or hereunder, or the cancellation of any Loan

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Document upon payment in full in cash of all of the Obligations or pursuant to
any terms of such Loan Document providing for such cancellation, provided that
such counsel shall provide the Borrowers with invoices reflecting the expenses
incurred in connection with the foregoing, and (c) all reasonable out-of-pocket
expenses (including local and special counsel, and one additional firm of
counsel for the Lenders, and reasonable consulting, accounting, appraisal and
similar professional fees and charges) incurred by any Lender or the
Administrative Agent in connection with (i) the enforcement of or preservation
of rights under any of the Loan Documents against any of the Borrowers or any of
their Restricted Subsidiaries or the administration thereof after the occurrence
of a Default or Event of Default and (ii) any litigation, proceeding or dispute
whether arising hereunder or otherwise, in any way related to any Lender's or
the Administrative Agent's relationship with the Borrowers or any of their
Restricted Subsidiaries except in connection with a claim that any of the
Borrowers has against any of the Lenders or the Administrative Agent and in
which claim such Borrower is the prevailing party after entry of a final
non-appealable judgment or order. The covenants of this Section 17 shall survive
payment or satisfaction of all other Obligations.

      18.   INDEMNIFICATION.

      Each of the Borrowers agrees to indemnify and hold harmless the
Administrative Agent, the Arranger and the Lenders and each of their Affiliates
and their directors, officers, employees, agents and advisors or control persons
from and against any and all claims, actions and suits whether groundless or
otherwise, and from and against any and all liabilities, losses, damages and
expenses of every nature and character arising out of this Credit Agreement or
any of the other Loan Documents or the transactions contemplated hereby
including, without limitation, (a) any actual or proposed use by any of the
Borrowers or any of their Restricted Subsidiaries of the proceeds of any of the
Loans or Letters of Credit, (b) any of the Borrowers or any of their Restricted
Subsidiaries entering into or performing this Credit Agreement or any of the
other Loan Documents, or (c) with respect to the Borrowers and their Restricted
Subsidiaries and their respective properties and assets, the violation of any
Environmental Law, the presence, disposal, escape, seepage, leakage, spillage,
discharge, emission, release or threatened release of any Hazardous Substances
or any action, suit, proceeding or investigation brought or threatened with
respect to any Hazardous Substances (including, but not limited to, claims with
respect to wrongful death, personal injury or damage to property), in each case
including, without limitation, the reasonable fees and disbursements of counsel
and allocated costs of internal counsel incurred in connection with any such
investigation, litigation or other proceeding other than as a result of the
gross negligence or willful misconduct of the Administrative Agent, the Arranger
or any Lender. In the event that any claim is made against the Administrative
Agent, the Arranger or any Lender for which indemnity is provided under this
Section 18, the Administrative Agent, the Arranger or such Lender shall provide
prompt notice to the Borrowers of any such claim not otherwise known to the
Borrowers, but the failure of the Administrative Agent, the Arranger or such
Lender to provide such notice shall not impair the liability of any Borrower
with respect to its indemnification for such claim except to the extent that
such Borrower has been actually prejudiced by such failure. In litigation, or
the preparation therefor, the Lenders, the Arranger and the Administrative Agent
shall be entitled to select their own counsel and to participate in the defense
and the investigation of such claim, action or proceeding and, in addition to
the foregoing indemnity, the Borrowers agree to pay promptly the reasonable fees
and expenses of such counsel. If, and to the extent that the obligations of the
Borrowers under this Section 18 are unenforceable for any reason, the Borrowers
hereby agree to make the maximum contribution to the payment in satisfaction of
such obligations which is permissible under applicable law. The covenants
contained in this Section 18 shall survive payment or satisfaction in full of
all other Obligations.

      19.   SURVIVAL OF COVENANTS, ETC.

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      All covenants, agreements, representations and warranties made herein, in
the Notes, in any of the other Loan Documents or in any documents or other
papers delivered by or on behalf of a Borrower or any of its Restricted
Subsidiaries pursuant hereto shall be deemed to have been relied upon by the
Lenders and the Administrative Agent, notwithstanding any investigation
heretofore or hereafter made by any of them, and shall survive the making by the
Lenders of any of the Loans and the issuance or extension of any Letters of
Credit, as herein contemplated, and shall continue in full force and effect so
long as any Letter of Credit or any amount due under this Credit Agreement or
the Notes or any of the other Loan Documents remains outstanding or any Lender
has any obligation to make any Loans or the Issuing Lender has any obligation to
issue or extend any Letter of Credit, and for such further time as may be
otherwise expressly specified in this Credit Agreement. All statements contained
in any certificate or other paper delivered to any Lender or the Administrative
Agent at any time by or on behalf of the Borrowers or any of their Restricted
Subsidiaries pursuant hereto or in connection with the transactions contemplated
hereby shall constitute representations and warranties by such Borrower or such
Restricted Subsidiary hereunder.

      20.   SUCCESSORS AND ASSIGNS.

            20.1. GENERAL CONDITIONS. The provisions of this Credit Agreement
      shall be binding upon and inure to the benefit of the parties hereto and
      their respective successors and assigns permitted hereby, except that the
      Borrowers may not assign or otherwise transfer any of their rights or
      obligations hereunder without the prior written consent of each Lender and
      no Lender may assign or otherwise transfer any of its rights or
      obligations hereunder except (a) to an Eligible Assignee in accordance
      with the provisions of Section 20.2 or (b) by way of participation in
      accordance with the provisions of Section 20.4 or (c) by way of pledge or
      assignment of a security interest subject to the restrictions of Section
      20.6 (and any other attempted assignment or transfer by any party hereto
      shall be null and void). Nothing in this Credit Agreement, expressed or
      implied, shall be construed to confer upon any Person (other than the
      parties hereto, their respective successors and assigns permitted hereby,
      Participants to the extent provided in Section 20.4 and, to the extent
      expressly contemplated hereby, the Related Parties of each of the
      Administrative Agent and the Lenders) any legal or equitable right, remedy
      or claim under or by reason of this Credit Agreement or any of the other
      Loan Documents.

            20.2. ASSIGNMENTS. Any Lender may at any time assign to one or more
      Eligible Assignees all or a portion of its rights and obligations under
      this Credit Agreement (including all or a portion of its Commitment and
      the same portion of the Revolving Credit Loans at the time owing to it and
      its participating interest in the risk relating to any Letters of Credit
      and Swingline Loans and all or the same portion of the Canadian Term Loan
      owing to it); provided that (a) except in the case of an assignment of the
      entire remaining amount of the assigning Lender's Commitment and the Loans
      at the time owing to it or, in the case of an assignment to a Lender or a
      Lender Affiliate, the aggregate amount of the Commitment (which for this
      purpose includes Loans outstanding thereunder) or, if the applicable
      Commitment is not then in effect, the principal outstanding balance of the
      Loan of the assigning Lender subject to each such assignment (determined
      as of the date on which the Assignment and Assumption with respect to such
      assignment is delivered to the Administrative Agent) shall not be less
      than $5,000,000 unless each of the Administrative Agent and, so long as no
      Default or Event of Default pursuant to Sections 14.1(a), (b), (c)(with
      respect to compliance with the covenants set forth in Section 11 only),
      (g) or (h) has occurred and is continuing, the Borrowers otherwise consent
      (each such consent not to be unreasonably withheld or delayed); (b) each
      partial assignment shall be made as an assignment of a proportionate part
      of all the assigning Lender's rights and obligations under this Credit
      Agreement with respect to the Loan or the Commitment assigned, it being
      understood that non-pro rata assignments of or among any of the
      Commitments, the Revolving Credit Loans,

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      Reimbursement Obligations, participations in Swingline Loans and the
      Canadian Term Loan are not permitted; (c) no Lender may make any
      assignment of all or a portion of its interests, rights and obligations in
      the Canadian Term Loan to an assignee who is not dealing at "arms length"
      with the Canadian Borrower (as such term is defined in the Income Tax Act
      of Canada); and (d) the parties to each assignment shall execute and
      deliver to the Administrative Agent an Assignment and Assumption, together
      with a processing and recordation fee of $3,500, and the Eligible
      Assignee, if it shall not be a Lender, shall deliver to the Administrative
      Agent an Administrative Questionnaire. Subject to acceptance and recording
      thereof by the Administrative Agent pursuant to Section 20.3, from and
      after the effective date specified in each Assignment and Assumption the
      Eligible Assignee thereunder shall be a party to this Credit Agreement
      and, to the extent of the interest assigned by such Assignment and
      Assumption have the rights and obligations of a Lender under this Credit
      Agreement, and the assigning Lender thereunder shall, to the extent of the
      interest assigned by such Assignment and Assumption, be released from its
      obligations under this Credit Agreement (and, in the case of an Assignment
      and Assumption covering all of the assigning Lender's rights and
      obligations under this Credit Agreement, such Lender shall cease to be a
      party hereto) but shall continue to be entitled to the benefits of
      Sections 6.6, 6.7, 6.9, 6.12(d) and 18 with respect to facts and
      circumstances occurring prior to the effective date of such assignment.
      Such release shall not include any claims which the Borrowers may have
      against such Lender arising prior to the date of such assignment. Any
      assignment or transfer by a Lender of rights or obligations under this
      Credit Agreement that does not comply with this paragraph shall be treated
      for purposes of this Credit Agreement as a sale by such Lender of a
      participation in such rights and obligations in accordance with Section
      20.4.

            20.3. REGISTER. The Administrative Agent, acting solely for this
      purpose as an agent of the Borrowers, shall maintain at the Administrative
      Agent's Office a copy of each Assignment and Assumption delivered to it
      and a register for the recordation of the names and addresses of the
      Lenders, and the Commitments of, and principal amounts of the Loans owing
      to, each Lender pursuant to the terms hereof from time to time (the
      "Register"). The entries in the Register shall be conclusive, and the
      Borrowers, the Administrative Agent 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 Credit Agreement,
      notwithstanding notice to the contrary. The Register shall be available
      for inspection by the Borrowers and any Lender, at any reasonable time and
      from time to time upon reasonable prior notice.

            20.4. PARTICIPATIONS. Any Lender may at any time, without the
      consent of, or notice to, the Borrowers or the Administrative Agent, sell
      participations to any Person (other than a natural person or the Borrowers
      and their Affiliates or Subsidiaries) (each, a "Participant") in all or a
      portion of such Lender's rights and/or obligations under this Credit
      Agreement (including all or a portion of its Commitment and/or the Loans
      owing to it); provided that (a) such Lender's obligations under this
      Credit Agreement shall remain unchanged, (b) such Lender shall remain
      solely responsible to the other parties hereto for the performance of such
      obligations and (c) the Borrowers, the Administrative Agent 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 Credit
      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 this Credit Agreement and to approve any amendment,
      modification or waiver of any provision of this Credit Agreement; 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 that would reduce the principal of or the interest
      rate on any Loans, extend the term or increase the amount of the
      Commitment of such Lender as it relates to such Participant, reduce the
      amount of any Commitment Fee or Letter of Credit Fees to which such
      Participant is entitled or extend any

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      regularly scheduled payment date for principal or interest. Subject to
      Section 20.5, the Borrowers agree that each Participant shall be entitled
      to the benefits of Sections 6.6, 6.7, 6.9 and 6.12 to the same extent as
      if it were a Lender and had acquired its interest by assignment pursuant
      to Section 20.2. To the extent permitted by law, each Participant also
      shall be entitled to the benefits of Section 15 as though it were a
      Lender, provided such Participant agrees to be subject to Section 15 as
      though it were a Lender.

            20.5. PAYMENTS TO PARTICIPANTS. A Participant shall not be entitled
      to receive any greater payment under Sections 6.6, 6.7 and 6.12 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 Borrowers' prior
      written consent.

            20.6. MISCELLANEOUS ASSIGNMENT PROVISIONS.

            (a)   A Lender may at any time grant a security interest in all or
      any portion of its rights under this Credit Agreement and its Notes to
      secure obligations of such Lender, including without limitation (i) any
      pledge or assignment to secure obligations to any of the twelve Federal
      Reserve Banks organized under Section 4 of the Federal Reserve Act, 12
      U.S.C. Section 341 and (ii) with respect to any Lender that is a Fund, to
      any lender or any trustee for, or any other representative of, holders of
      obligations owed or securities issued by such Fund as security for such
      obligations or securities or any institutional custodian for such Fund or
      for such lender; provided that no such grant shall release such Lender
      from any of its obligations hereunder, provide any voting rights hereunder
      to the secured party thereof, substitute any such secured party for such
      Lender as a party hereto or affect any rights or obligations of the
      Borrowers or Administrative Agent hereunder.

            (b)   The words "execution," "signed," "signature," and words of
      like import in any Assignment and Assumption shall be deemed to include
      electronic signatures or the keeping of records in electronic form, each
      of which shall be of the same legal effect, validity or enforceability as
      a manually executed signature or the use of a paper-based recordkeeping
      system, as the case may be, to the extent and as provided for in any
      applicable law, including the Federal Electronic Signatures in Global and
      National Commerce Act, the New York State Electronic Signatures and
      Records Act, or any other similar state laws based on the Uniform
      Electronic Transactions Act.

            20.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any
      assignee Lender is an Affiliate of a Borrower, then any such assignee
      Lender shall have no right to vote as a Lender hereunder or under any of
      the other Loan Documents for purposes of granting consents or waivers or
      for purposes of agreeing to amendments or other modifications to any of
      the Loan Documents or for purposes of making requests to the
      Administrative Agent pursuant to Section 14.1 or Section 14.2, and the
      determination of the Required Lenders shall for all purposes of this
      Credit Agreement and the other Loan Documents be made without regard to
      such assignee Lender's interest in any of the Loans or Reimbursement
      Obligations. If any Lender sells a participating interest in any of the
      Loans or Reimbursement Obligations to a Participant, and such Participant
      is a Borrower or an Affiliate of a Borrower, then such transferor Lender
      shall promptly notify the Administrative Agent of the sale of such
      participation. A transferor Lender shall have no right to vote as a Lender
      hereunder or under any of the other Loan Documents for purposes of
      granting consents or waivers or for purposes of agreeing to amendments or
      modifications to any of the Loan Documents or for purposes of making
      requests to the Administrative Agent pursuant to Section 14.1 or Section
      14.2 to the extent that such participation is beneficially owned by a
      Borrower or any Affiliate of a Borrower, and the determination of the
      Required Lenders shall for all purposes of this Credit Agreement and the
      other Loan Documents be made without regard to the interest of

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      such transferor Lender in the Loans or Reimbursement Obligations to the
      extent of such participation. The provisions of this Section 20.7 shall
      not apply to an assignee Lender or participant which is also a Lender on
      the Closing Date or to an assignee Lender or participant which has
      disclosed to the other Lenders that it is an Affiliate of a Borrower and
      which, following such disclosure, has been excepted from the provisions of
      this Section 20.7 in a writing signed by the Required Lenders determined
      without regard to the interest of such assignee Lender or transferor
      Lender, to the extent of such participation, in Loans or Reimbursement
      Obligations.

            20.8. NEW NOTES. Upon its receipt of an Assignment and Assumption
      executed by the parties to such assignment, together with each Note
      subject to such assignment, the Administrative Agent shall (a) record the
      information contained therein in the Register, and (b) give prompt notice
      thereof to the Borrowers and the Lenders (other than the assigning
      Lender). Within five (5) US or Canadian (as applicable) Business Days
      after receipt of such notice, the Borrowers, at their own expense, shall
      execute and deliver to the Administrative Agent, in exchange for each
      surrendered Note, a new Note to the order of such assignee in an amount
      equal to the amount assumed by such assignee pursuant to such Assignment
      and Assumption and, if the assigning Lender has retained some portion of
      its obligations hereunder, a new Note to the order of the assigning Lender
      in an amount equal to the amount retained by it hereunder. Such new Notes
      shall provide that they are replacements for the surrendered Notes, shall
      be in an aggregate principal amount equal to the aggregate principal
      amount of the surrendered Notes, shall be dated the effective date of such
      Assignment and Assumption and shall otherwise be in substantially the form
      of the assigned Notes. The surrendered Notes shall be cancelled and
      returned to the Borrowers.

            20.9. SPECIAL PURPOSE FUNDING VEHICLE. Notwithstanding anything to
      the contrary contained in this Section 20, any Lender (a "Granting
      Lender") may grant to a special purpose funding vehicle (an "SPC") of such
      Granting Lender, identified as such in writing from time to time delivered
      by the Granting Lender to the Administrative Agent and the Borrowers, the
      option to provide to a Borrower all or any part of any Loan that such
      Granting Lender would otherwise be obligated to make to such Borrower
      pursuant to this Credit Agreement, provided that (a) nothing herein shall
      constitute a commitment to make any Loan by any SPC, (b) the Granting
      Lender's obligations under this Credit Agreement shall remain unchanged,
      (c) the Granting Lender should retain the sole right to enforce this
      Credit Agreement and to approve any amendment, modification or waiver of
      any provision of this Credit Agreement and (d) if an SPC elects not to
      exercise such option or otherwise fails to provide all or any part of such
      Loan, the Granting Lender shall be obligated to make such Loan pursuant to
      the terms hereof. The making of a Loan by an SPC hereunder shall utilize
      the Commitment of the Granting Lender to the same extent, and as if, such
      Loan were made by the Granting Lender. Each party hereto hereby agrees
      that no SPC shall be liable for any expense reimbursement, indemnity or
      similar payment obligation under this Credit Agreement (all liability for
      which shall remain with the Granting Lender). In furtherance of the
      foregoing, each party hereto hereby agrees (which agreement shall survive
      the termination of this Credit Agreement) that, prior to the date that is
      one year and one day after the later of (i) the payment in full of all
      outstanding senior indebtedness of any SPC and (ii) the Maturity Date, it
      will not institute against, or join any other person in instituting
      against, such SPC any bankruptcy, reorganization, arrangement, insolvency
      or liquidation proceedings or similar proceedings under the laws of the
      United States of America or any State thereof. In addition,
      notwithstanding anything to the contrary contained in this Section 20.9,
      any SPC may (A) with notice to, but (except as specified below) without
      the prior written consent of, the Borrowers or the Administrative Agent
      and without paying any processing fee therefor, assign all or a portion of
      its interests in any Loans to its Granting Lender or to any financial
      institutions (consented to by the Administrative Agent and, so long as no
      Default or Event of Default has occurred and is

                                       87
<PAGE>

      continuing, the Borrowers, which consents shall not be unreasonably
      withheld or delayed) providing liquidity and/or credit facilities to or
      for the account of such SPC to fund the Loans made by such SPC or to
      support the securities (if any) issued by such SPC to fund such Loans and
      (B) disclose on a confidential basis any non-public information relating
      to its Loans (other than financial statements referred to in Sections 8.4
      or 9.4) to any rating agency, commercial paper dealer or provider of a
      surety, guarantee or credit or liquidity enhancement to such SPC. In no
      event shall the Borrowers be obligated to pay to an SPC that has made a
      Loan any greater amount than the Borrowers would have been obligated to
      pay under this Credit Agreement if the Granting Lender had made such Loan.
      An amendment to this Section 20.9 without the written consent of an SPC
      shall be ineffective insofar as it alters the rights and obligations of
      such SPC.

      21.   NOTICES, ETC.

            21.1. NOTICES GENERALLY. Except in the case of notices and other
      communications expressly permitted to be given by telephone (and except as
      provided in subsection (b) below), all 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 telecopier as follows, and all notices and other communications
      expressly permitted hereunder to be given by telephone shall be made to
      the applicable telephone number, as follows:

            (a)   if to the US Borrower or any US Guarantor, at Genesee &
      Wyoming Inc., Corporate Headquarters, 66 Field Point Road, Greenwich, CT
      06830, Attention: John C. Hellmann, Chief Financial Officer, or at such
      other address for notice as the US Borrower shall last have furnished in
      writing to the Person giving the notice;

            (b)   if to the Canadian Borrower or any Canadian Guarantor, at
      Corporate Headquarters, 66 Field Point Road, Greenwich, CT 06830, Attn:
      John C. Hellmann, or such other address for notice as the Canadian
      Borrower shall last have furnished in writing to the Person giving notice;

            (c)   if to the Administrative Agent, at 100 Federal Street,
      Transportation Division, Boston, Massachusetts 02110, USA, Attention:
      Victor Garcia, Managing Director, (617) 434-3066, or such other address
      for notice as the Administrative Agent shall last have furnished in
      writing to the Person giving the notice;

            (d)   if to any Lender, at such Lender's address set forth on
      Schedule II hereto, or such other address for notice as such Lender shall
      have last furnished in writing to the Person giving the notice.

Notices sent by hand or overnight courier service, or mailed by certified or
registered mail, shall be deemed to have been given when received; notices sent
by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient). Notices delivered through electronic communications to the extent
provided in Section 21.2 below, shall be effective as provided in such Section
21.2.

            21.2. ELECTRONIC COMMUNICATIONS. Notices and other communications to
      the Lenders and the Issuing Lender hereunder may be delivered or furnished
      by electronic communication (including e-mail and Internet or intranet
      websites, such as Intralinks) pursuant to procedures approved by the
      Administrative Agent, provided that the foregoing shall not apply to
      notices to any Lender or the Issuing Lender pursuant to Section 5 if such
      Lender or the Issuing Lender, as

                                       88
<PAGE>

      applicable, has notified the Administrative Agent that it is incapable of
      receiving notices under such Section 5 by electronic communication. The
      Administrative Agent or the Borrowers may, in their discretion, agree to
      accept notices and other communications to them hereunder by electronic
      communications pursuant to procedures approved by them, 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 acknowledgement from the intended
      recipient (such as by the "return receipt requested" function, as
      available, return e-mail or other written acknowledgement), provided that
      if such notice or other communication is not sent during the normal
      business hours of the recipient, such notice or communication shall be
      deemed to have been sent at the opening of business on the next business
      day for the recipient, 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.

            21.3. CHANGE OF ADDRESS, ETC. Each of the Borrowers, the
      Administrative Agent, the Issuing Lender and the Swing Line Lender may
      change its address, telecopier or telephone number for notices and other
      communications hereunder by notice to the other parties hereto. Each other
      Lender may change its address, telecopier or telephone number for notices
      and other communications hereunder by notice to the Borrowers, the
      Administrative Agent, the Issuing Lender and the Swing Line Lender.

            21.4. RELIANCE BY ADMINISTRATIVE AGENT, ISSUING LENDER AND LENDERS.
      The Administrative Agent, the Issuing Lender and the Lenders shall be
      entitled to rely and act upon any notices purportedly given by or on
      behalf of any Borrower even if (i) such notices were not made in a manner
      specified herein, were incomplete or were not preceded or followed by any
      other form of notice specified herein, or (ii) the terms thereof, as
      understood by the recipient, varied from any confirmation thereof. The
      Borrowers shall indemnify the Administrative Agent, the Issuing Lender,
      each Lender and the Related Parties of each of them from all losses,
      costs, expenses and liabilities resulting from the reliance by such Person
      on each notice purportedly given by or on behalf of any Borrower (other
      than in the case of gross negligence or willful misconduct of such
      indemnified party). All telephonic notices to and other telephonic
      communications with the Administrative Agent may be recorded by the
      Administrative Agent, and each of the parties hereby consents to such
      recording.

      22.   GOVERNING LAW.

      THIS CREDIT AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL, PURSUANT TO NEW YORK GENERAL
OBLIGATIONS LAW Section 5-1401, BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK. EACH OF THE BORROWERS CONSENTS AND AGREES THAT
ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR ANY FEDERAL
COURT SITTING THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH
COURT AND SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER IN
ACCORDANCE WITH LAW AT THE ADDRESS SPECIFIED IN Section 21. EACH OF THE
BORROWERS HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT COURT.

                                       89
<PAGE>

      23.   HEADINGS.

      The captions in this Credit Agreement are for convenience of reference
only and shall not define or limit the provisions hereof.

      24.   COUNTERPARTS.

      This Credit Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when
executed and delivered shall be an original, and all of which together shall
constitute one instrument. In proving this Credit Agreement it shall not be
necessary to produce or account for more than one such counterpart signed by the
party against whom enforcement is sought. Delivery by facsimile by any of the
parties hereto of an executed counterpart hereof or of any amendment or waiver
hereto shall be as effective as an original executed counterpart hereof or of
such amendment or waiver and shall be considered a representation that an
original executed counterpart hereof or such amendment or waiver, as the case
may be, will be delivered.

      25.   ENTIRE AGREEMENT, ETC.

      The Loan Documents and any other documents executed in connection herewith
or therewith express the entire understanding of the parties with respect to the
transactions contemplated hereby. Neither this Credit Agreement nor any term
hereof may be changed, waived, discharged or terminated, except as provided in
Section 27.

      26.   WAIVER OF JURY TRIAL, ETC.

      TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A JURY TRIAL WITH RESPECT TO ANY
ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS CREDIT
AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR
OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS. EXCEPT AS PROHIBITED BY LAW, EACH OF THE BORROWERS HEREBY WAIVES
ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE
PRECEDING SENTENCE, ANY SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY DAMAGES
OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES AND WAIVES ALL SURETYSHIP DEFENSES
GENERALLY. EACH OF THE BORROWERS (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY LENDER, THE ADMINISTRATIVE AGENT HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH LENDER OR THE ADMINISTRATIVE AGENT WOULD NOT, IN THE EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT
THE ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS BECAUSE OF, AMONG OTHER THINGS,
EACH OF THE BORROWER'S WAIVERS AND CERTIFICATIONS CONTAINED HEREIN.

      27.   CONSENTS, AMENDMENTS, WAIVERS, ETC.

            27.1. CONSENTS AND APPROVALS. Any consent or approval required or
      permitted by this Credit Agreement to be given by the Lenders may be
      given, and any term of this Credit Agreement, the other Loan Documents or
      any other instrument related hereto or mentioned herein may be amended,
      and the performance or observance by any of the Borrowers or any of their

                                       90
<PAGE>

      Restricted Subsidiaries of any terms of this Credit Agreement, the other
      Loan Documents or such other instrument or the continuance of any Default
      or Event of Default may be waived (either generally or in a particular
      instance and either retroactively or prospectively) with, but only with,
      the written consent of the Borrowers and the written consent of the
      Required Lenders. Notwithstanding the foregoing, no amendment,
      modification or waiver shall:

            (a)   without the written consent of the Borrowers and each Lender
      directly affected thereby:

                  (i)   reduce or forgive the principal amount of any Loans or
            Reimbursement Obligations, or reduce the rate of interest on the
            Notes or the amount of the Commitment Fee or Letter of Credit Fees
            (other than interest accruing pursuant to Section 6.10 following the
            effective date of any waiver by the Required Lenders of the Default
            or Event of Default relating thereto);

                  (ii)  increase the amount of such Lender's Commitment or
            extend the expiration date of such Lender's Commitment; and

                  (iii) postpone or extend the Maturity Date or any other
            regularly scheduled dates for payments of principal of, or interest
            on, the Loans or Reimbursement Obligations or any fees or other
            amounts payable to such Lender (it being understood that (A) a
            waiver of the application of the default rate of interest pursuant
            to Section 6.10 and (B) any vote to rescind any acceleration made
            pursuant to Section 14.1 of amounts owing with respect to the Loans
            and other Obligations shall require only the approval of the
            Required Lenders);

            (b)   without the written consent of the Required Lenders,

                  (i)   release any Guarantor from its guaranty obligations
            under the Guaranty;

            (c)   without the written consent of all the Lenders,

                  (i)   amend or waive this Section 27 or the definition of
            Required Lenders (except as required to reflect the addition of a
            New Term Loan and New Term Loan Lender pursuant to Section 27.2);

            (d)   without the written consent of the Administrative Agent, amend
      or waive Section 16, the amount or time of payment of the Agent's Fee or
      any other provision applicable to the Administrative Agent;

            (e)   without the written consent of the Swingline Lender, amend or
      waive any provision applicable to the Swingline Lender; and

            (f)   without the written consent of the Issuing Lender, amend or
      waive the amount or time of payment of any Letter of Credit Fees or other
      fees payable for the Issuing Lender's account or any other provision
      applicable to the Issuing Lender.

      No waiver shall extend to or affect any obligation not expressly waived or
impair any right consequent thereon. No course of dealing or delay or omission
on the part of the Administrative Agent or any Lender in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto.

                                       91
<PAGE>

No notice to or demand upon the Borrowers shall entitle the Borrowers to other
or further notice or demand in similar or other circumstances.

            27.2. INCREASE IN COMMITMENTS OR ADDITION OF A NEW TERM LOAN.
      Notwithstanding anything in this Credit Agreement to the contrary, each of
      the Lenders agrees that at any time following the Closing Date and so long
      as a Default or Event of Default shall not have occurred and be continuing
      or would result therefrom, the US Borrower may, on not more than two
      occasions request, by notice to the Administrative Agent, that the Total
      Commitment be increased and/or a term loan be made to the US Borrower (the
      "New Term Loan") in an aggregate amount of up to $100,000,000. The
      Administrative Agent shall have the right to solicit additional financial
      institutions to become Lenders for purposes of this Credit Agreement or to
      encourage any Lender to increase its Commitment or join in the making of
      the New Term Loan, provided that (a) each financial institution that
      becomes a Lender shall agree to become a -------- party to, and shall
      assume and agree to be bound by, this Credit Agreement, subject to all
      terms and conditions hereof; (b) the Administrative Agent shall have no
      obligation to the US Borrower or to any Lender to solicit additional
      financial institutions or any Lender pursuant to this Section 27.2; (c) no
      Lender shall have an obligation to the Borrowers, the Administrative Agent
      or any other Lender to increase its Commitment or its Commitment
      Percentage or to make the New Term Loan to the US Borrower; and (d) in no
      event shall the addition of any Lender or Lenders, the increase in the
      Commitment of any Lender or the addition of the New Term Loan under this
      Section 27.2 increase the sum of the total amount of Loans, Letter of
      Credit Obligations and unused Commitments of the Lenders under this Credit
      Agreement to an amount greater than $300,000,000. Each of the Lenders
      agrees that upon the addition of any Lender, the increase in the
      Commitment of any Lender or the making of the New Term Loan to the US
      Borrower, the Administrative Agent may, without the further consent of the
      Lenders, amend Schedule II to reflect such increase or addition and may
      amend the Credit Agreement and the other Loan Documents to make such
      conforming changes to the Credit Agreement and the other Loan Documents as
      the Administrative Agent may determine are necessary to accomplish the
      increase in the Total Commitment and/or addition of the New Term Loan and
      the adjustments to the Commitment Percentages and the assignability
      provisions relating thereto. The Administrative Agent agrees to provide to
      the Lenders and the Borrowers an executed copy of any amendments made
      pursuant to this Section 27.2.

      28.   SEVERABILITY.

      The provisions of this Credit Agreement are severable and if any one
clause or provision hereof shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in such jurisdiction, and shall
not in any manner affect such clause or provision in any other jurisdiction, or
any other clause or provision of this Credit Agreement in any jurisdiction.

      29.   TRANSITIONAL ARRANGEMENTS.

            29.1. EXISTING CREDIT AGREEMENT SUPERSEDED. On the Closing Date,
      this Credit Agreement shall supersede the Existing Credit Agreement in its
      entirety, except as provided in this Section 29. On the Closing Date, the
      rights and obligations of the parties hereto evidenced by the Existing
      Credit Agreement shall be evidenced by the Credit Agreement and the other
      Loan Documents, the "Loans" as defined in the Existing Credit Agreement
      shall be converted to Loans as defined herein and the Existing Letters of
      Credit issued by the Issuing Lender for the account of the US Borrower or
      any of its Restricted Subsidiaries prior to the Closing Date shall be
      converted into Letters of Credit under this Credit Agreement.

                                       92
<PAGE>

            29.2. RETURN AND CANCELLATION OF PRIOR NOTES. As soon as reasonably
      practicable after the Closing Date, the Lenders under the Existing Credit
      Agreement will promptly return to the Borrowers, marked "Substituted" or
      "Cancelled", as the case may be, any notes held by the Lenders pursuant to
      the Existing Credit Agreement.

            29.3. INTEREST AND FEES UNDER SUPERSEDED AGREEMENT. All interest and
      fees and expenses (including any LIBOR breakage costs arising under
      Section 6.9 thereof), if any, owing or accruing under or in respect of the
      Existing Credit Agreement through the Closing Date shall be calculated as
      of the Closing Date (pro rated in the case of any fractional periods), and
      shall be paid on the Closing Date. Commencing on the Closing Date, the
      Commitment Fees hereunder shall be payable by the Borrowers to the
      Administrative Agent for the account of the Lenders in accordance with
      Section 2.2.

      30.   TREATMENT OF CERTAIN INFORMATION; CONFIDENTIALITY.

      Each of the Administrative Agent, the Lenders and the Issuing Lender
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and
its Affiliates' respective partners, directors, officers, employees, agents,
advisors and representatives (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), (b) to the
extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National
Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any 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, 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
a Borrower and its obligations, (g) with the consent of the Borrowers or (h) to
the extent such Information (x) becomes publicly available other than as a
result of a breach of this Section or (y) becomes available to the
Administrative Agent, any Lender, the Issuing Lender or any of their respective
Affiliates on a nonconfidential basis from a source other than the Borrowers.

      For purposes of this Section, "Information" means all information received
from the Borrowers or any of their Subsidiaries relating to the Borrowers or any
of their Subsidiaries or any of their respective businesses, other than any such
information that is available to the Administrative Agent, any Lender or the
Issuing Lender on a nonconfidential basis prior to disclosure by the Borrowers
or any their Subsidiaries. Any Person required to maintain the confidentiality
of Information as provided in this Section 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.

      31.   USA PATRIOT ACT.

      Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrowers 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
Borrowers, which information includes the name and address of each Borrower and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify such Borrower in accordance with the Act.

                                       93
<PAGE>

      IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as of the date first set forth above.

            BORROWERS:               GENESEE & WYOMING INC.

                                     By: /s/ Mark W. Hastings
                                         -------------------------------------
                                         Name:  Mark W. Hastings
                                         Title: Executive Vice President

                                     QUEBEC GATINEAU RAILWAY INC.

                                     By: /s/ Mark W. Hastings
                                         -------------------------------------
                                         Name:  Mark W. Hastings
                                         Title: Secretary - Treasurer

Signature Page to Amended and Restated Revolving Credit and Term Loan Agreement

<PAGE>

            LENDERS:                 BANK OF AMERICA, N.A., individually and as
                                     Administrative Agent, Issuing Lender and
                                     Swingline Lender

                                     By: /s/ Andrew Bunton
                                         -------------------------------------
                                         Name:  Andrew Bunton
                                         Title: Vice President

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

                                     By: /s/ Matthew C. Correia
                                         -------------------------------------
                                         Name:  Matthew C. Correia
                                         Title: AVP

                                     JPMORGAN CHASE BANK, individually and as
                                      Syndication Agent

                                     By: /s/ D. Scott Farquhar
                                         -------------------------------------
                                         Name:  D. Scott Farquhar
                                         Title: Vice President

                                     KEYBANK NATIONAL ASSOCIATION,
                                      individually and as Co-Documentation Agent

                                     By: /s/ Jeffrey Dincher
                                         -------------------------------------
                                         Name:  Jeffrey Dincher
                                         Title: AVP

                                     LASALLE BANK NATIONAL ASSOCIATION,
                                      individually and as Co-Documentation Agent

                                     By: /s/ Robert W. Hart
                                         -------------------------------------
                                         Name:  Robert W. Hart
                                         Title: Senior Vice President

                                     CITIZENS BANK OF MASSACHUSETTS

                                     By: /s/ Cindy Chen
                                         -------------------------------------
                                         Name:  Cindy Chen
                                         Title: Vice President

                                     NATIONAL CITY BANK

                                     By: /s/ Ulana L. Bereza
                                         -------------------------------------
                                         Name:  Ulana L. Bereza
                                         Title: Assistant Vice President

                                     SOVEREIGN BANK

                                     By: /s/ Dexter Freeman
                                         -------------------------------------
                                         Name:  Dexter Freeman
                                         Title: Senior Vice President

                                     BRANCH BANKING AND TRUST COMPANY

                                     By: /s/ Robert M. Searson
                                         -------------------------------------
                                         Name:  Robert M. Searson
                                         Title: Senior Vice President

                                     COMERICA BANK

                                     By: /s/ Stacey V. Judd
                                         --------------------------
                                         Name:  Stacey V. Judd
                                         Title: Assistant Vice President

                                     COMERICA BANK CANADA BRANCH

                                     By: /s/ Robert C. Rosen
                                         --------------------------
                                         Name:  Robert C. Rosen
                                         Title: Vice President


Signature Page to Amended and Restated Revolving Credit and Term Loan Agreement
<PAGE>

            US GUARANTORS:           GENESEE & WYOMING RAILROAD SERVICES,
                                       INC.
                                     GENESEE AND WYOMING RAILROAD
                                       COMPANY
                                     ROCHESTER & SOUTHERN RAILROAD, INC.
                                     BUFFALO & PITTSBURGH RAILROAD, INC.
                                     LOUISIANA & DELTA RAILROAD, INC.
                                     ILLINOIS & MIDLAND RAILROAD, INC.
                                     PORTLAND & WESTERN RAILROAD, INC.
                                     WILLAMETTE & PACIFIC RAILROAD, INC.
                                     GOLDEN ISLES TERMINAL RAILROAD, INC.
                                     SAVANNAH PORT TERMINAL RAILROAD, INC.
                                     COMMONWEALTH RAILWAY,
                                       INCORPORATED
                                     CORPUS CHRISTI TERMINAL RAILROAD, INC.
                                     RAIL LINK, INC.
                                     TALLEYRAND TERMINAL RAILROAD
                                       COMPANY, INC.
                                     SOUTH BUFFALO RAILWAY COMPANY

                                     By: /s/ John C. Hellmann
                                         -------------------------------
                                         Name: John C. Hellmann
                                         Title: Assistant Treasurer

                                     Arkansas Louisiana & Mississippi
                                       Railroad Company

                                     Fordyce and Princeton R. R. Co.

                                     By: /s/ Mark W. Hastings
                                         -------------------------------
                                         Mark W. Hastings
                                         President

                                     Chattahoochee Industrial Railroad

                                     By: /s/ Thomas P. Loftus
                                         -------------------------------
                                         Thomas P. Loftus
                                         Assistant Treasurer


Signature Page to Amended and Restated Revolving Credit and Term Loan Agreement
<PAGE>

            US GUARANTORS:           YORK RAIL LOGISTICS, INC. (FORMERLY EMONS
            (CONTINUED)              LOGISTICS SERVICES, INC.)
                                     EMONS TRANSPORTATION GROUP, INC.
                                     EMONS RAILROAD GROUP, INC.
                                     MAINE INTERMODAL TRANSPORTATION,
                                       INC.
                                     ST. LAWRENCE & ATLANTIC RAILROAD
                                       COMPANY
                                     YORK RAILWAY COMPANY
                                     SLR LEASING CORP.

                                     By: /s/ John C. Hellmann
                                         -------------------------------
                                         Name: John C. Hellmann
                                         Title: Treasurer

                                     EMONS INDUSTRIES, INC.

                                     By: /s/ John C. Hellmann
                                         -------------------------------
                                         Name: John C. Hellmann
                                         Title: Vice President/
                                                Assistant Secretary

                                     MARYLAND AND PENNSYLVANIA RAILROAD, LLC

                                     By: /s/ Scott Ziegler
                                         -------------------------------
                                         Name: Scott Ziegler
                                         Title: Vice President

                                     ALLEGHENY & EASTERN RAILROAD, LLC

                                     By: /s/ David J. Collins
                                         -------------------------------
                                         Name: David J. Collins
                                         Title: Sole Manager and CEO

                                     PITTSBURG & SHAWMUT RAILROAD, LLC

                                     By: /s/ David J. Collins
                                         -------------------------------
                                         Name: David J. Collins
                                         Title: Sole Manager and CEO

                                     YORKRAIL, LLC

                                     By: /s/ John C. Hellmann
                                         -------------------------------
                                         Name: John C. Hellmann
                                         Title: Treasurer

Signature Page to Amended and Restated Revolving Credit and Term Loan Agreement

<PAGE>

            US GUARANTORS:
            (CONTINUED)              GWI CANADA, INC.

                                     By: /s/ Mark W. Hastings
                                         -------------------------------
                                         Name: Mark W. Hastings
                                         Title: Treasurer

                                     GWI LEASING CORPORATION

                                     By: /s/ Mark W. Hastings
                                         -------------------------------
                                         Name: Mark W. Hastings
                                         Title: President

                                     P & L JUNCTION HOLDINGS, INC.

                                     By: /s/ Mark W. Hastings
                                         -------------------------------
                                         Name: Mark W. Hastings
                                         Title: Vice President

                                     UTAH RAILWAY COMPANY
                                     SALT LAKE CITY SOUTHERN RAILROAD
                                     COMPANY, INC.

                                     By: /s/ Mark W. Hastings
                                         -------------------------------
                                         Name: Mark W. Hastings
                                         Title: Vice President and Secretary

                                     Emons Finance Corp.

                                     By: /s/ Kari L. Johnson
                                         -------------------------------
                                         Name: Kari L. Johnson
                                         Title: Secretary


Signature Page to Amended and Restated Revolving Credit and Term Loan Agreement
<PAGE>

            CANADIAN
            GUARANTORS:              GENESEE & WYOMING CANADA INC.
                                     MIRABEL RAILWAY INC.

                                     By: /s/ Mark W. Hastings
                                         -------------------------------
                                         Name: Mark W. Hastings
                                         Title: Treasurer

                                     HURON CENTRAL RAILWAY INC.

                                     By: /s/ Rene Duchesne
                                         -------------------------------
                                         Name: Rene Duchesne
                                         Title: Treasurer

                                     ST. LAWRENCE & ATLANTIC RAILROAD (QUEBEC)
                                     INC.

                                     By: /s/ Mark W. Hastings
                                         -------------------------------
                                         Name: Mark W. Hastings
                                         Title: Secretary

Signature Page to Amended and Restated Revolving Credit and Term Loan Agreement


</TEXT>
</DOCUMENT>
