PHILIP SERVICES CORP/DE
AMENDMENT NUMBER SEVENTO LOAN AGREEMENT
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>7
<FILENAME>t06855orex10-21.txt
<DESCRIPTION>AMENDMENT NUMBER SEVENTO LOAN AGREEMENT
<TEXT>
<PAGE>
                                                                   Exhibit 10.21

                    AMENDMENT NUMBER SEVEN TO LOAN AGREEMENT

                  THIS AMENDMENT NUMBER SEVEN TO LOAN AGREEMENT (this
"Amendment"), dated as of April 12, 2002, is entered into by and among PHILIP
SERVICES CORPORATION, a Delaware corporation ("Parent"), each of Parent's
Subsidiaries identified on the signature pages hereof (such Subsidiaries,
together with Parent, each a "Borrower" and collectively, jointly and severally,
the "Borrowers"), each of the lenders that is a signatory to this Amendment
(together with its successors and permitted assigns, individually, a "Lender"
and, collectively, the "Lenders"), and FOOTHILL CAPITAL CORPORATION, a
California corporation, as the arranger and administrative agent for the Lenders
(in such capacity, together with its successors, if any, in such capacity,
"Agent" and together with the Lenders, collectively, the "Lender Group"):

                               W I T N E S S E T H

                  WHEREAS, the Borrowers and the Lender Group are parties to
that certain Loan Agreement, dated as of March 31, 2000, as amended by those
certain Amendments Numbers One, Two, Three, Four, Five, and Six to Loan
Agreement dated as of March 28, 2001, May 18, 2001, November 19, 2001, January
29, 2002, February 19, 2002, and March 8, 2002 respectively (as amended,
restated, supplemented, or modified from time to time, the "Loan Agreement");

                  WHEREAS, pursuant to that certain letter agreement dated as of
April 7, 2000 (the "Letter Agreement") by and between Agent and Parent, a
reserve against the Borrowing Base in the amount of $25,000,000 (the "Initial
Reserve") was established;

                  WHEREAS, pursuant to the Letter Agreement, Borrowers
acknowledged that Agent could, in its Permitted Discretion, maintain all or any
portion of the Initial Reserve until such time that certain conditions set forth
in the Letter Agreement (the "Release Conditions") are satisfied;

                  WHEREAS, each Borrower hereby acknowledges that as of the date
of this Amendment, the Release Conditions have not been satisfied;

                  WHEREAS, the Borrowers have also requested that the Lender
Group consent to the amendment of the Loan Agreement as set forth herein to,
among other things, provide an additional sub-facility within the Loan Agreement
which increases the Combined Availability under the Loan Agreement and which
will be used, among other things, to repay in full the Designated Overadvances
(as such term is defined in the Fourth Amendment) and the Second Designated
Overadvances (as such term is defined in the Sixth Amendment);

                  WHEREAS, subject to the satisfaction of the conditions set
forth herein, the Lender Group is willing to so consent to the amendment of the
Loan Agreement on the terms set forth herein;




                                       1
<PAGE>

                  WHEREAS, Meadow Walk Limited Partnership, a Delaware limited
partnership, has agreed to enter into Assignment and Acceptances with Foothill
Partners III, L.P., a Delaware limited partnership, and Foothill Income Trust,
L.P., a Delaware limited partnership (the "Meadow Assignment Agreements"), with
respect to each such Lender's rights as a Tranche B-Prime Lender (as defined
herein).

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Loan Agreement, as amended
hereby.

2. WAIVER. The Lender Group hereby permanently waives any Default or Event of
Default (effective as of the date of such Default or Event of Default) that has
occurred as a result of (a) Borrowers' failure to keep or observe the Minimum
EBITDA financial covenant set forth in Section 7.19(a) of the Loan Agreement for
the twelve months ended December 31, 2001, and (b) Parent's failure to timely
deliver to Agent an audit opinion without a "going concern" or like
qualification or exception with respect to the consolidated financial statements
of Parent and its Subsidiaries for their 2001 fiscal year pursuant to Section
6.2(b) of the Loan Agreement.

3. AMENDMENTS TO LOAN AGREEMENT.

                  (a) Section 1.1 of the Loan Agreement is hereby amended by
amending and restating each of the following definitions in its entirety as
follows:

                  "Advance" means a Tranche A Advance, a Tranche B-Prime
Advance, or a Tranche Sub-B Advance as the context requires.

                  "Applicable Base Rate Margin" means the following:

<TABLE>
<CAPTION>
------------------------------------------------------ ----------------------------------------------------
              Type of Advance                                            Applicable Base

                                                                         Rate Margin

------------------------------------------------------ ----------------------------------------------------
<S>                                                    <C>
              Tranche A Advance                                          1.0 percentage point

------------------------------------------------------ ----------------------------------------------------
              Tranche B-Prime Advance                                    3.0 percentage points

------------------------------------------------------ ----------------------------------------------------
</TABLE>


                  "Applicable Prepayment Premium" means, as of any date of
determination, an amount equal to (a) during the period of time from and after
the date of the Seventh




                                       2
<PAGE>

Amendment up to but not including the Maturity Date, 3.00% times the Dollar
amount of Tranche Sub-B Advances outstanding on the last day of the month
immediately preceding the date of determination, and (b) thereafter, zero.

                  "Borrowing Base" means, as of any date of determination, the
result of:

                           v) the lesser of

                                    (1) the result of

                                             (A) 80% of Eligible Domestic
                                             Accounts, plus

                                             (B) the lesser of (I) 80 % of
                                             Eligible Canadian Accounts and (II)
                                             $35,000,000, plus

                                             (C) the lesser of (I) 50 % of
                                             Eligible Unbilled Accounts, and
                                             (II) $30,000,000, minus

                                             (D) the amount, if any, of the
                                             Dilution Reserve,

                                    and

                                    (2) an amount equal to the Obligors'
                                    Collections with respect to Accounts for the
                                    immediately preceding 60 day period,

                           minus

                           (w) the aggregate amount of reserves, if any,
                           established by Agent pursuant to Section 2.1(b) or
                           Section 10,

                           minus

                           (x) the aggregate amount of unapplied deposits
                           received with respect to Eligible Accounts from
                           Account Debtors,

                           minus

                           (y) $25,000,000.

                  "Canadian Dollar Letters of Credit" means the Tranche A
Canadian Dollar Letters of Credit or the Tranche Sub-B Canadian Dollar Letters
of Credit, as the context requires.

                  "Combined Availability" means, as of any date of
determination, the aggregate amount of Tranche A Advances, Tranche A Letters of
Credit, Tranche B-Prime Advances, Tranche Sub-B Advances and Tranche Sub-B
Letters of Credit that Borrowers are then entitled to obtain hereunder (after
giving effect to all then outstanding Obligations and all sublimits and reserves
applicable hereunder), minus the aggregate amount, if any, of all trade





                                       3
<PAGE>

payables of the Obligors aged materially in excess of the Obligors' historical
levels with respect thereto and all book overdrafts materially in excess of the
Obligors' historical practices with respect thereto, in each case as determined
by Agent in its Permitted Discretion, plus, at Agent's option, Obligors' cash on
hand and Cash Equivalents.

                  "Commitment" means, with respect to each Lender, its Tranche A
Commitment, its Tranche B-Prime Commitment, its Tranche Sub-B Commitment, or its
Total Commitment, as the context requires, and with respect to all Lenders,
their Tranche A Commitments, their Tranche B-Prime Commitments, their Tranche
Sub-B Commitments, or their Total Commitments, as the context requires, in each
case as set forth beside such Lender's name under the applicable heading on
Schedule C-1 attached hereto or on the signature page of the Assignment and
Acceptance pursuant to which such Lender became a Lender hereunder in accordance
with the provisions of Section 14.1.

                  "Defaulting Lender Rate" means the Base Rate for the first 3
days from and after the date the relevant payment is due and, thereafter, at
that interest rate equal to the interest rate then applicable to (a) with
respect to any such payment in respect of Tranche A Advances or Tranche A
Letters of Credit, the Tranche A Advances, (b) with respect to any such payment
in respect of Tranche B-Prime Advances, the Tranche B-Prime Advances, and (c)
with respect to any other payment, the Tranche Sub-B Advances.

                  "Issuing Lender" means Foothill or any other Lender that, at
the request of Administrative Borrower and with the consent of Agent agrees, in
such Lender's sole discretion, to become an Issuing Lender for the purpose of
issuing L/Cs or L/C Undertakings pursuant to Section 2.2 or Section 2.2A.

                  "L/C" means a Tranche A L/C or a Tranche Sub-B L/C, as the
context requires.

                  "L/C Disbursement" means a Tranche A L/C Disbursement or a
Tranche Sub-B L/C Disbursement, as the context requires.

                  "L/C Undertaking" means a Tranche A L/C Undertaking or a
Tranche Sub-B L/C Undertaking, as the context requires.

                  "Letter of Credit" means a Tranche A Letter of Credit or a
Tranche Sub-B Letter of Credit, as the context requires.

                  "Letter of Credit Usage" means the sum of the Tranche A Letter
of Credit Usage and the Tranche Sub-B Letter of Credit Usage.

                  "Maximum Facility Amount" means $195,000,000.

                  "Permitted Dispositions" means (a) sales, exchanges,
trade-ins, or other dispositions of Equipment that is substantially worn,
damaged, or obsolete in the ordinary course of Obligors' business, (b) sales of
Inventory to Persons (including another Obligor)




                                       4
<PAGE>

who are buyers in the ordinary course of the selling Obligor's business, (c) the
use or transfer of money or Cash Equivalents by Obligors (i) to pay taxes, trade
payables and other ordinary operating expenses in the ordinary course of
business, (ii) to make Capital Expenditures to the extent permitted hereby,
(iii) to pay Capitalized Lease Obligations to the extent permitted hereby, (iv)
to repay Indebtedness in connection with the refinancing of Indebtedness to the
extent permitted hereby, (v) to repay Indebtedness in connection with any sale
of assets to the extent permitted by Section 7.8(c)(iv), (vi) to make Permitted
Investments, or (vii) in any other manner that is not prohibited by the terms of
this Agreement or the other Loan Documents, (d) the licensing or sub-licensing
by any Obligor, on a non-exclusive basis, of patents, trademarks, copyrights,
and other intellectual property rights in the ordinary course of such Obligor's
business, (e) discounts so long as no Default or Event of Default has occurred
and is continuing, without recourse and in the ordinary course of business, of
overdue Accounts arising in the ordinary course of business, but only in
connection with the compromise or collection thereof consistent with customary
industry practice (and not as part of any bulk sale or financing of
receivables), (f) transfers of condemned property to the respective Governmental
Authority that has condemned same (whether by deed in lieu of condemnation or
otherwise), and transfers of properties that have been subject to a casualty to
the respective insurer of such property as part of an insurance settlement, so
long as the proceeds thereof are applied in accordance with the provisions of
the Collateral Agency and Intercreditor Agreement and the provisions hereof, (g)
transfers or leases of assets by Parent to any wholly-owned Borrower, by any
Obligor to Parent, or by any Obligor to any wholly-owned Obligor, (h) so long as
no Default or Event of Default has occurred and is continuing, any disposition
described on Schedule P-1, and (i) so long as no Default or Event of Default has
occurred and is continuing or would result therefrom, any other sale, exchange,
or other disposition of assets (exclusive of Accounts, General Intangibles, or
Negotiable Collateral, other than in connection with the sale of the business
out of which they arose) in an amount not in excess of (1) $1,000,000 in any
transaction or series of related transactions, and (2) $5,000,000 in the
aggregate after the date of the Seventh Amendment (the value of the assets under
clause (1) and (2) shall be determined on the basis of the fair market value of
such assets as mutually agreed upon by Administrative Borrower and Agent in good
faith and based upon the facts and circumstances as of the date of the
consummation of the applicable transaction).

                  "Pro Rata Share" means:

                  (a) with respect to a Lender's obligation to make Tranche A
Advances and receive payments of principal, interest, fees, costs, and expenses
with respect thereto, the percentage obtained by dividing (i) such Lender's
Tranche A Commitment, by (ii) the aggregate Tranche A Commitments of all
Lenders;

                  (b) with respect to a Lender's obligation to participate in
Tranche A Letters of Credit, to reimburse the Issuing Lender, and to receive
payments of fees, costs, and expenses with respect thereto, the percentage
obtained by dividing (i) such Lender's Tranche A Commitment, by (ii) the
aggregate Tranche A Commitments of all Lenders;



                                       5
<PAGE>

                  (c) with respect to a Lender's obligation to make Tranche
B-Prime Advances and receive payments of principal, interest, interest, fees,
costs, and expenses with respect thereto, the percentage obtained by dividing
(i) such Lender's Tranche B-Prime Commitment, by (ii) the aggregate Tranche
B-Prime Commitments of all Lenders;

                  (d) with respect to a Lender's obligation to make Tranche
Sub-B Advances and receive payments of principal, interest, interest, fees,
costs, and expenses with respect thereto, the percentage obtained by dividing
(i) such Lender's Tranche Sub-B Commitment, by (ii) the aggregate Tranche Sub-B
Commitments of all Lenders;

                  (e) with respect to a Lender's obligation to participate in
Tranche Sub-B Letters of Credit, to reimburse the Issuing Lender, and to receive
payments of fees, costs, and expenses with respect thereto, the percentage
obtained by dividing (i) such Lender's Tranche Sub-B Commitment, by (ii) the
aggregate Tranche Sub-B Commitments of all Lenders; and

                  (f) with respect to all other matters (including the
indemnification obligations arising under Section 16.7), the percentage obtained
by dividing (i) such Lender's Total Commitments, by (ii) the aggregate Total
Commitments of all Lenders.

                  "Required Lenders" means, at any time, (a) Agent, and (b) at
least two Lenders whose Pro Rata Shares aggregate 60% of the Tranche A and
Tranche B-Prime Commitments, or if the Tranche A and Tranche B-Prime Commitments
have been terminated irrevocably, 60% of the Obligations then outstanding other
than Tranche Sub-B Obligations; provided, however that in the event that all
Commitments other than the Tranche Sub-B Commitments have been terminated
irrevocably and all Obligations other than Tranche Sub-B Obligations have been
paid in full in cash, "Required Lenders" shall mean at least two Lenders whose
Pro Rata Shares aggregate 60% of the Tranche Sub-B Commitments, or if the
Tranche Sub-B Commitments have been terminated irrevocably, 60% of the
Obligations then outstanding; provided, further, that in the event that Foothill
and its Affiliates are not Lenders, "Required Lenders" shall not be required to
include Agent.

                  "Special Charges" shall mean the sum of (a) bad debt reserves
or any amounts relating to the computation of interest established by the
Borrowers concerning Accounts or notes receivable with respect to which Keystone
Steel and Wire Company is the Account Debtor, in an aggregate amount not to
exceed $10,000,000, (b) restructuring charges including severance and related
costs, lease termination costs and asset writeoffs incurred by the Borrowers in
connection with the closing and relocation of their executive headquarters from
Chicago, Illinois, in an aggregate amount not to exceed $6,000,000, and (c)
amounts paid or accrued by the Borrowers in excess of any applicable deductibles
as a result of the bankruptcy of Reliance Insurance Company, in an aggregate
amount not to exceed $5,000,000.

                  "Tranche A Advance Availability" means, as of any date of
determination (and after giving effect to any requested Tranche A Letter of
Credit or Tranche A Advance), the lowest of (i) the Maximum Tranche A Amount
less the sum of (A) the then extant Tranche A Letter of Credit Usage, plus (B)
the then extant amount of outstanding Tranche A




                                       6
<PAGE>

Advances, (ii) the Borrowing Base less the sum of (A) the then extant Tranche A
Letter of Credit Usage, plus (B) the then extant amount of outstanding Tranche A
Advances, or (iii) $50,000,000 minus the then extant amount of outstanding
Tranche A Advances.

                  "Tranche A Usage" means, as of any date of determination, the
sum of (a) the then extant amount of outstanding Tranche A Advances, plus (b)
the then extant amount of the Tranche A Letter of Credit Usage.

                  "Tranche B Facility" means the credit facilities provided for
under Sections 2.2A, 2.3 and 2.3A hereof.

                  "Underlying Letter of Credit" means a Tranche A Underlying
Letter of Credit or a Tranche Sub-B Underlying Letter of Credit, as the context
requires.

                  (b) Section 1.1 of the Loan Agreement is hereby amended by
inserting the following new definitions in proper alphabetical order:

                  "Base Rate Tranche A Advance" means each portion of a Tranche
A Advance bearing interest at a rate determined by reference to the Base Rate.

                  "Base Rate Tranche Sub-B Advance" means each portion of a
Tranche Sub-B Advance bearing interest at a rate determined by reference to the
Base Rate.

                  "ERDC" means Environmental Research and Development Capital
Corporation.

                  "ERDC Transaction" means the transaction pursuant to which
Philip Services (Delaware), Inc. will transfer to Parent all net cash proceeds
resulting from the liquidation of ERDC and all Stock held by ERDC that is
distributed to Philip Services (Delaware), Inc.

                  "Extension Effective Date" means the date when the condition
set forth in Section 5(b) of the Seventh Amendment has been satisfied.

                  "Extension Fee" has the meaning set forth in Section 2.12(n)
of this Agreement.

                  "First Amendment to Collateral Agency and Intercreditor
Agreement" means that certain Amendment Number One to Collateral Agency and
Intercreditor Agreement, dated as of the date of the Seventh Amendment, by and
among Foothill, Collateral Agent, Junior Secured Debt Agent, Parent, and the
Subsidiaries of Parent identified on the signature pages thereto, substantially
in the form of Exhibit E to the Seventh Amendment.

                  "Icahn Lender" means Meadow, in its capacity as a Lender, and
any successors or assigns of Meadow.



                                       7
<PAGE>

                  "Lender Group Side Letter" means that certain letter agreement
by and among each member of the Lender Group, dated as of the date of the
Seventh Amendment, which is in form and substance reasonably satisfactory to
Foothill.

                  "Maximum Tranche B-Prime Amount" means $75,000,000.

                  "Maximum Tranche Sub-B Amount" means the lesser of (a) the
difference between (i) the Maximum Facility Amount, and (ii) the sum of the
Tranche A Usage and the Tranche B-Prime Usage, and (b) $70,000,000.

                  "Meadow" means Meadow Walk Limited Partnership, a Delaware
limited Partnership.

                  "Seventh Amendment" means that certain Amendment Number Seven
to Loan Agreement, dated as of April 12, 2002, among the Borrowers and the
Lender Group.

                  "Seventh Amendment Fee" has the meaning set forth in Section
2.12(m).

                  "Tranche A Canadian Dollar Letters of Credit" has the meaning
set forth in Section 2.2(a).

                  "Tranche A Collateral Amount" has the meaning set forth in
Section 2.6.

                  "Tranche A Facility" means the credit facilities provided for
under Sections 2.1 and 2.2 hereof.

                  "Tranche A L/C" has the meaning set forth in Section 2.2(a).

                  "Tranche A L/C Disbursement" means a payment made by the
Issuing Lender pursuant to a Tranche A Letter of Credit.

                  "Tranche A L/C Undertaking" has the meaning set forth in
Section 2.2(a).

                  "Tranche A Lenders" means the holders of the Obligations other
than those Obligations that are in respect of the Tranche B Facility or those
Obligations that specifically relate thereto.

                  "Tranche A Letter of Credit" means a Tranche A L/C or a
Tranche A L/C Undertaking, as the context requires.

                  "Tranche A Letter of Credit Usage" means, as of any date of
determination, the sum of (a) the aggregate undrawn Dollar amount of all
outstanding Tranche A Letters of Credit, plus (b) a reserve amount established
by Agent from time to time in Agent's Permitted Discretion in connection with
possible currency exchange rate fluctuations with respect to Tranche A L/C
Undertakings issued in respect of Tranche A Underlying Letters of Credit issued
in currencies other than Dollars.



                                       8
<PAGE>

                  "Tranche A Obligations" means Obligations in respect of the
Tranche A Facility (including any fee, cost, or expense under the Loan Documents
that is specifically identified to the Tranche A Facility).

                  "Tranche A Underlying Letter of Credit" means a letter of
credit that has been issued by an Underlying Issuer pursuant to Section 2.2 of
this Agreement.

                  "Tranche B Lenders" means the holders of the Obligations in
respect of the Tranche B Facility or that specifically relate thereto.

                  "Tranche B-Prime Advances" has the meaning set forth in
Section 2.3.

                  "Tranche B-Prime Availability" means, as of any date of
determination (and after giving effect to any requested Tranche B-Prime
Advance), the lesser of (i) the Maximum Tranche B-Prime Amount less the then
extant amount of outstanding Tranche B-Prime Advances, or (ii) the Borrowing
Base less the sum of (A) the then extant amount of Tranche A Usage, plus (B) the
then extant amount of Tranche B-Prime Usage.

                  "Tranche B-Prime Commitment" means, with respect to each
Lender, its Tranche B-Prime Commitment, and, with respect to all Lenders, their
Tranche B-Prime Commitments, in each case as such Dollar amounts are set forth
beside such Lender's name under the applicable heading on Schedule C-1 attached
hereto or on the signature page of the Assignment and Acceptance pursuant to
which such Lender became a Lender hereunder in accordance with the provisions of
Section 14.1.

                  "Tranche B-Prime Facility" means the credit facility provided
for under Section 2.3 hereof.

                  "Tranche B-Prime Lenders" means the holders of the Obligations
in respect of the Tranche B-Prime Facility or that specifically relate thereto.

                  "Tranche B-Prime Obligations" means Obligations in respect of
the Tranche B-Prime Facility (including any fee, cost, or expense under the Loan
Documents that is specifically identified to the Tranche B-Prime Facility).

                  "Tranche B-Prime Usage" means, as of any date of
determination, the then extant amount of outstanding Tranche B-Prime Advances.

                  "Tranche Sub-B Advances" has the meaning set forth in Section
2.3A.

                  "Tranche Sub-B Advance Availability" means, as of any date of
determination (and after giving effect to any requested Tranche Sub-B Letter of
Credit or Tranche Sub-B Advance), the lesser of (i) the Maximum Tranche Sub-B
Amount less the sum of (A) the then extant Tranche Sub-B Letter of Credit Usage,
plus (B) the then extant amount of outstanding Tranche Sub-B Advances, or (ii)
the Tranche Sub-B Borrowing Base less the




                                       9
<PAGE>

sum of (A) the then extant Tranche Sub-B Usage, plus (B) the then extant Tranche
A Usage, plus (C) the then extant Tranche B-Prime Usage.

                  "Tranche Sub-B Borrowing Base" means, as of any date of
determination, the result of:

                           (v) the lesser of

                                    (1) the result of

                                             (A) 95 % of Eligible Domestic
                                             Accounts, plus

                                             (B) the lesser of (I) 95 % of
                                             Eligible Canadian Accounts and (II)
                                             $35,000,000, plus

                                             (C) the lesser of (I) 50 % of
                                             Eligible Unbilled Accounts, and
                                             (II) $30,000,000, minus

                                             (D) the amount, if any, of the
                                             Dilution Reserve,

                                    and

                                    (2) an amount equal to the Obligors'
                                    Collections with respect to Accounts for the
                                    immediately preceding 60 day period,

                           minus

                           (w) the aggregate amount of reserves, if any,
                  established by Agent pursuant to Section 2.3A(b) or Section
                  10,

                           minus

                           (x) the aggregate amount of unapplied deposits
                  received with respect to Eligible Accounts from Account
                  Debtors.

                  "Tranche Sub-B Borrowing Base Certificate" means a certificate
in the form of Exhibit B-3.

                  "Tranche Sub-B Canadian Dollar Letters of Credit" has the
meaning set forth in Section 2.2A(a).

                  "Tranche Sub-B Collateral Amount" has the meaning set forth in
Section 2.6.

                  "Tranche Sub-B Commitment" means, with respect to each Lender,
its Tranche Sub-B Commitment, and, with respect to all Lenders, their Tranche
Sub-B Commitments, in each case as set forth beside such Lender's name under the
applicable





                                       10
<PAGE>

heading on Schedule C-1 attached hereto or on the signature page of the
Assignment and Acceptance pursuant to which such Lender became a Lender
hereunder in accordance with the provisions of Section 14.1.

                  "Tranche Sub-B Facility" means the credit facility provided
for under Sections 2.2A and 2.3A hereof.

                  "Tranche Sub-B L/C" has the meaning set forth in Section
2.2A(a).

                  "Tranche Sub-B L/C Disbursement" means a payment made by the
Issuing Lender pursuant to a Tranche Sub-B Letter of Credit.

                  "Tranche Sub-B L/C Undertaking" has the meaning set forth in
Section 2.2A(a).

                  "Tranche Sub-B Lenders" means the holders of the Obligations
in respect of the Tranche Sub-B Facility or that specifically relate thereto.

                  "Tranche Sub-B Letter of Credit Usage" means, as of any date
of determination, the sum of (a) the aggregate undrawn Dollar amount of all
outstanding Tranche Sub- B Letters of Credit, plus (b) a reserve amount
established by Agent from time to time in Agent's Permitted Discretion in
connection with possible currency exchange rate fluctuations with respect to
Tranche Sub-B L/C Undertakings issued in respect of Tranche Sub-B Underlying
Letters of Credit issued in currencies other than Dollars.

                  "Tranche Sub-B Obligations" means Obligations in respect of
the Tranche Sub-B Facility (including any fee, cost, or expense under the Loan
Documents that is specifically identified to the Tranche Sub-B Facility).

                  "Tranche Sub-B Underlying Letter of Credit" means a letter of
credit that has been issued by an Underlying Issuer pursuant to Section 2.2A of
this Agreement.

                  "Tranche Sub-B Usage" means, as of any date of determination,
the sum of (a) the then extant amount of outstanding Tranche Sub-B Advances,
plus (b) the then extant amount of the Tranche Sub-B Letter of Credit Usage.

                  "Waiver Fee" has the meaning set forth in Section 2.12(l) of
this Agreement.

         (c) Section 1.1 of the Loan Agreement is hereby amended by deleting the
following definitions in their entirety: "Maximum Tranche B Amount", "Tranche B
Availability", "Tranche B Advances", "Tranche B Commitment", "Tranche B Usage"

         (d) Section 2.1(a) of the Loan Agreement is amended and restated in its
entirety as follows:

                  "(a) Subject to the terms and conditions of this Agreement,
and during the term of this Agreement, each Lender with a Tranche A Commitment
agrees to make




                                       11
<PAGE>

advances ("Tranche A Advances") to Borrowers in an amount at any one time
outstanding not to exceed such Lender's Pro Rata Share of an amount equal to the
lowest of (i) the Maximum Tranche A Amount less the then extant Tranche A Letter
of Credit Usage, (ii) the Borrowing Base less the then extant Tranche A Letter
of Credit Usage, or (iii) $50,000,000."

         (e) Section 2.1(c) of the Loan Agreement is amended and restated in its
entirety as follows:

                  "(c) The Lenders with Tranche A Commitments shall have no
obligation to make additional Tranche A Advances hereunder to the extent such
additional Tranche A Advances would cause the sum of the Tranche A Usage, the
Tranche B-Prime Usage and the Tranche Sub-B Usage to exceed the Maximum Facility
Amount."

         (f) Section 2.1(d) of the Loan Agreement is amended and restated in its
entirety as follows:

                  "(d) Anything in the Loan Documents to the contrary
notwithstanding, the proceeds of any Tranche A Advance shall not be used to
repay any outstanding Tranche B-Prime Advance or any outstanding Tranche Sub-B
Advance unless Tranche A Advance Availability is greater than $7,500,000 after
giving effect to such Tranche A Advance."

         (g) Section 2.2 of the Loan Agreement is hereby amended and restated in
its entirety as follows:

                  "2.2 TRANCHE A LETTERS OF CREDIT.

                  (a) Subject to the terms and conditions of this Agreement,
Issuing Lender agrees to issue letters of credit for the account of Borrowers
(each, a "Tranche A L/C") or to purchase participations or execute indemnities
or reimbursement obligations (each such undertaking, a "Tranche A L/C
Undertaking") with respect to Tranche A Underlying Letters of Credit issued by
an Underlying Issuer (as of the Closing Date, such Underlying Issuer is to be
Norwest Bank Minnesota, N.A.; in the event that an Underlying Issuer declines to
issue further Tranche A Underlying Letters of Credit, Issuing Lender agrees to
use commercially reasonable efforts to obtain a replacement Underlying Issuer;
it being expressly acknowledged and agreed that no Underlying Issuer has any
obligations hereunder to Borrowers) for the account of Borrowers. To request the
issuance of a Tranche A L/C or a Tranche A L/C Undertaking (or the amendment,
renewal, or extension of an outstanding Tranche A L/C or Tranche A L/C
Undertaking), a Borrower shall hand deliver or telecopy (or transmit by
electronic communication, if arrangements for doing so have been approved by the
Issuing Lender) to the Issuing Lender and Agent (reasonably in advance of the
requested date of issuance, amendment, renewal, or extension) a notice
requesting the issuance of a Tranche A L/C or Tranche A L/C Undertaking, or
identifying the Tranche A L/C or Tranche A L/C Undertaking to be amended,
renewed, or extended, the date of issuance, amendment, renewal, or extension,
the date on which such Tranche A L/C or Tranche A L/C Undertaking is to expire,
the amount of such Tranche A L/C or Tranche A L/C Undertaking, the name and
address of the beneficiary thereof (or of the Tranche A




                                       12
<PAGE>

Underlying Letter of Credit, as applicable), and such other information as shall
be necessary to prepare, amend, renew, or extend such Tranche A L/C or Tranche A
L/C Undertaking. If requested by the Issuing Lender, the applicable Borrower
also shall be an applicant under the application with respect to any Tranche A
Underlying Letter of Credit that is to be the subject of a Tranche A L/C
Undertaking. The Issuing Lender shall have no obligation to issue a Tranche A
Letter of Credit if any of the following would result after giving effect to the
requested Tranche A Letter of Credit:

                           (i)      the Tranche A Letter of Credit Usage would
                                    exceed the Borrowing Base less the amount of
                                    outstanding Tranche A Advances,

                           (ii)     the Tranche A Letter of Credit Usage would
                                    exceed the Maximum Tranche A Amount less the
                                    then extant amount of outstanding Tranche A
                                    Advances, or

                           (iii)    the Tranche A Letter of Credit Usage would
                                    exceed the Maximum Facility Amount less the
                                    sum of (A) the then extant amount of
                                    outstanding Tranche A Advances, (B) the then
                                    extant amount of Tranche B-Prime Advances,
                                    and (C) the then extant Tranche Sub-B Usage.

                  Borrowers and the Lender Group acknowledge and agree that
certain of the Existing Letters of Credit are to be the subject of Tranche A
Underlying Letters of Credit. Each Tranche A Letter of Credit (and corresponding
Tranche A Underlying Letter of Credit) shall have an expiry date no later than
10 Business Days prior to the Maturity Date (without regard to any potential
renewal term) and all such Tranche A Letters of Credit (and corresponding
Tranche A Underlying Letters of Credit) shall be in form and substance
(including the currencies in which they are to be denominated) acceptable to the
Issuing Lender (in the exercise of its Permitted Discretion). In this regard,
Borrowers acknowledge (A) that, at Issuing Lender's request, certain
arrangements have been entered into between the current Underlying Issuer and a
Canadian bank in order to satisfy Borrowers' needs to have certain of its
letters of credit issued in Canadian dollars ("Tranche A Canadian Dollar Letters
of Credit") by a Canadian bank ("Canadian Bank"), (B) that such arrangements
involve the issuance by the Issuing Lender of a Tranche A L/C Undertaking to an
Underlying Issuer which, in turn, will issue a Tranche A Underlying Letter of
Credit in favor of the Canadian Bank, (C) that such arrangements are uncommitted
facilities with terms shorter than the term of this Agreement, (D) and agree
that if such arrangements are terminated, the Issuing Lender's only obligation
with respect to securing Tranche A Canadian Dollar Letters of Credit is to use
its reasonable commercial efforts to secure one or more Canadian Banks willing
to issue Tranche A Canadian Dollar Letters of Credit supported by a Tranche A
Underlying Letter of Credit issued by the Underlying Issuer, (E) and agree that
all Tranche A L/C Disbursements payable by the Issuing Lender under any Tranche
A Letter of Credit will be payable solely in Dollars, irrespective of whether
the Tranche A Underlying Letter of Credit or any letter of credit issued based
thereupon (including any Tranche A Canadian





                                       13
<PAGE>

Dollar Letter of Credit) is payable in a currency other than Dollars, and (F)
and agree that the risk of currency fluctuations between the currency of a
particular Tranche A Underlying Letter of Credit and the Dollars payable under
the applicable Tranche A Letter of Credit is solely a risk of Borrowers and that
no currency hedging product is being provided hereunder. If Issuing Lender is
obligated to advance funds under a Tranche A Letter of Credit, Borrowers
immediately shall reimburse such Tranche A L/C Disbursement to Issuing Lender by
paying to Agent an amount equal to such Tranche A L/C Disbursement not later
than 11:00 a.m., California time, on the date that such Tranche A L/C
Disbursement is made, if Administrative Borrower shall have received written or
telephonic notice of such Tranche A L/C Disbursement prior to 10:00 a.m.,
California time, on such date, or, if such notice has not been received by
Administrative Borrower prior to such time on such date, then not later than
11:00 a.m., California time, on (i) the Business Day that Administrative
Borrower receives such notice, if such notice is received prior to 10:00 a.m.,
California time, on the date of receipt, or (ii) the Business Day immediately
following the day that Administrative Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt and, in the
absence of such reimbursement, the Tranche A L/C Disbursement immediately and
automatically shall be deemed to be a Tranche A Advance hereunder and,
thereafter, shall bear interest at the rate then applicable to Base Rate Tranche
A Advances under Section 2.7. To the extent a Tranche A L/C Disbursement is
deemed to be a Tranche A Advance hereunder, Borrowers' obligation to reimburse
such Tranche A L/C Disbursement shall be discharged and replaced by the
resulting Tranche A Advance. Promptly following receipt by Agent of any payment
from Borrowers pursuant to this paragraph, Agent shall distribute such payment
to the Issuing Lender or, to the extent that Tranche A Lenders have made
payments pursuant to Section 2.2(c) to reimburse the Issuing Lender, then to
such Tranche A Lenders and the Issuing Lender as their interest may appear.

                  (b) Promptly following receipt of a notice of a Tranche A L/C
Disbursement pursuant to Section 2.2(a), each Lender with a Tranche A Commitment
shall fund its Pro Rata Share of any Tranche A Advance deemed made pursuant to
the foregoing subsection on the same terms and conditions as if Borrowers had
requested such Tranche A Advance and Agent shall promptly pay to Issuing Lender
the amounts so received by it from the Tranche A Lenders. By the issuance of a
Tranche A Letter of Credit (or an amendment to a Tranche A Letter of Credit
increasing the amount thereof) and without any further action on the part of the
Issuing Lender or the Lenders with Tranche A Commitments, the Issuing Lender
shall be deemed to have granted to each Lender with a Tranche A Commitment, and
each Lender with a Tranche A Commitment shall be deemed to have purchased, a
participation in each Tranche A Letter of Credit, in an amount equal to its Pro
Rata Share of the Risk Participation Liability of such Tranche A Letter of
Credit, and each such Tranche A Lender agrees to pay to Agent for the account of
the Issuing Lender such Tranche A Lender's Pro Rata Share of any payments made
by the Issuing Lender under such Tranche A Letter of Credit. In consideration
and in furtherance of the foregoing, each Lender with a Tranche A Commitment
hereby absolutely and unconditionally agrees to pay to Agent, for the account of
the Issuing Lender, such Tranche A Lender's Pro Rata Share of each Tranche A L/C
Disbursement made by the Issuing Lender and not reimbursed by Borrowers on the
date due as provided in paragraph (a) of this Section, or of any reimbursement
payment




                                       14
<PAGE>

required to be refunded to the Borrower for any reason. Each Lender with a
Tranche A Commitment acknowledges and agrees that its obligation to deliver to
Agent, for the account of the Issuing Lender, an amount equal to its respective
Pro Rata Share pursuant to this Section 2.2(b) shall be absolute and
unconditional and such remittance shall be made notwithstanding the occurrence
or continuation of an Event of Default or Default or the failure to satisfy any
condition set forth in Section 3 hereof. If any such Tranche A Lender fails to
make available to Agent the amount of such Tranche A Lender's Pro Rata Share of
any payments made by the Issuing Lender in respect of such Tranche A Letter of
Credit as provided in this Section, Agent (for the account of the Issuing
Lender) shall be entitled to recover such amount on demand from such Lender
together with interest thereon at the Defaulting Lender Rate until paid in full.

                  (c) Borrowers hereby agree to indemnify, save, defend, and
hold the Lender Group harmless from any loss, cost, expense, or liability, and
reasonable attorneys fees incurred by the Lender Group arising out of or in
connection with any Tranche A Letter of Credit; provided, however, that
Borrowers shall not be obligated hereunder to indemnify (i) Issuing Lender for
any loss, cost, expense, or liability that is caused by the gross negligence or
willful misconduct of the Issuing Lender or (ii) the member of the Lender Group
responsible for any loss, cost, expense or liability that is caused by such
Person's gross negligence or willful misconduct. Furthermore, the foregoing
shall not be construed to excuse the Issuing Lender or any member of the Lender
Group from liability to Borrowers to the extent of any damages suffered by
Borrowers that are caused by the gross negligence or willful misconduct of the
Issuing Lender or any member of the Lender Group. Borrowers agree to be bound by
the Underlying Issuer's regulations and interpretations of any Tranche A
Underlying Letter of Credit or by Issuing Lender's interpretations of any
Tranche A L/C issued by Issuing Lender to or for a Borrower's account, even
though this interpretation may be different from Borrowers' own, and Borrowers
understand and agree that the Lender Group shall not be liable for any error,
negligence, or mistake, whether of omission or commission, in following
Borrowers' instructions or those contained in the Tranche A Letter of Credit or
any modifications, amendments, or supplements thereto. Borrowers understand that
the Tranche A L/C Undertakings may require Issuing Lender to indemnify the
Underlying Issuer for certain costs or liabilities arising out of claims by
Borrowers against such Underlying Issuer. Borrowers hereby agree to indemnify,
save, defend, and hold the Lender Group harmless with respect to any loss, cost,
expense (including reasonable attorneys fees), or liability incurred by the
Lender Group under any Tranche A L/C Undertaking as a result of the Lender
Group's indemnification of any Underlying Issuer; provided, however, that
Borrowers shall not be obligated hereunder to indemnify (i) Issuing Lender for
any loss, cost, expense, or liability that is caused by the gross negligence or
willful misconduct of the Issuing Lender or (ii) the member of the Lender Group
responsible for any loss, cost, expense or liability that is caused by such
Person's gross negligence or willful misconduct. Furthermore, the foregoing
shall not be construed to excuse the Issuing Lender or any member of the Lender
Group from liability to Borrowers to the extent of any damages suffered by
Borrowers that are caused by the gross negligence or willful misconduct of the
Issuing Lender or any member of the Lender Group.



                                       15
<PAGE>

                  (d) Borrower hereby authorizes and directs any Underlying
Issuer to deliver to the Issuing Lender all instruments, documents, and other
writings and property received by such Underlying Issuer pursuant to such
Tranche A Underlying Letter of Credit and to accept and rely upon the Issuing
Lender's instructions with respect to all matters arising in connection with
such Tranche A Underlying Letter of Credit and the related application.

                  (e) Any and all charges, commissions, fees, and costs incurred
by the Issuing Lender relating to the Tranche A Underlying Letters of Credit or
the Tranche A Canadian Dollar Letters of Credit shall be considered Lender Group
Expenses for purposes of this Agreement and immediately shall be reimbursable by
Borrowers to the Agent for the account of the Issuing Lender; provided, however,
that, solely in the case of a Tranche A Underlying Letter of Credit that is
denominated in Dollars and is not issued to support the existence or issuance of
another letter of credit (including any Tranche A Underlying Letter of Credit
issued to "backstop" an Existing Letter of Credit or a Tranche A Canadian Dollar
Letter of Credit), in place of their obligations under this clause (e), on the
date of the issuance of the applicable Tranche A Letter of Credit, Borrowers
shall pay to Agent for the account of the Issuing Lender an amount equal to
one-quarter of one percent (0.25%) of the original face amount of such Tranche A
Letter of Credit, irrespective of whether the charges, commissions, fees, and
costs are greater or lesser than such amount.

                  (f) If by reason of (i) any change in any applicable law,
treaty, rule, or regulation or any change in the interpretation or application
thereof by any Governmental Authority, or (ii) compliance by the Underlying
Issuer or the Lender Group with any direction, request, or requirement
(irrespective of whether having the force of law) of any Governmental Authority
or monetary authority including Regulation D of the Federal Reserve Board as
from time to time in effect (and any successor thereto):

                           (i)      any reserve, deposit, or similar requirement
                                    is or shall be imposed or modified in
                                    respect of any Tranche A Letters of Credit
                                    issued hereunder, or

                           (ii)     there shall be imposed on the Underlying
                                    Issuer or the Lender Group any other
                                    condition regarding any Tranche A Underlying
                                    Letter of Credit or any Tranche A Letter of
                                    Credit issued pursuant hereto;

                  and the result of the foregoing is to increase, directly or
indirectly, the cost to the Lender Group of issuing, making, guaranteeing, or
maintaining any Tranche A Letter of Credit or to reduce the amount receivable in
respect thereof by the Lender Group, then, and in any such case, Agent may, at
any time within a reasonable period after the additional cost is incurred or the
amount received is reduced, notify Administrative Borrower, and Borrowers shall
pay on demand such amounts Agent may specify to be necessary to compensate the
Lender Group for such additional cost or reduced receipt, together with interest
on such amount from the date of such demand until payment in full thereof at the
rate





                                       16
<PAGE>

then applicable to Base Rate Tranche A Advances hereunder. The determination by
Agent of any amount due pursuant to this Section, as set forth in a certificate
setting forth the calculation thereof in reasonable detail, shall, in the
absence of manifest or demonstrable error, be final and conclusive and binding
on all of the parties hereto."

         (h) The Loan Agreement is hereby amended by inserting the following new
Section 2.2A immediately following Section 2.2:

                  "2.2A    TRANCHE SUB-B LETTERS OF CREDIT.

                  (a) Subject to the terms and conditions of this Agreement,
Issuing Lender agrees to issue letters of credit for the account of Borrowers
(each, a "Tranche Sub-B L/C") or to purchase participations or execute
indemnities or reimbursement obligations (each such undertaking, a "Tranche
Sub-B L/C Undertaking") with respect to Tranche Sub-B Underlying Letters of
Credit issued by an Underlying Issuer (as of the Closing Date, such Underlying
Issuer is to be Norwest Bank Minnesota, N.A.; in the event that an Underlying
Issuer declines to issue further Tranche Sub-B Underlying Letters of Credit,
Issuing Lender agrees to use commercially reasonable efforts to obtain a
replacement Underlying Issuer; it being expressly acknowledged and agreed that
no Underlying Issuer has any obligations hereunder to Borrowers) for the account
of Borrowers. To request the issuance of a Tranche Sub-B L/C or a Tranche Sub-B
L/C Undertaking (or the amendment, renewal, or extension of an outstanding
Tranche Sub-B L/C or Tranche Sub-B L/C Undertaking), a Borrower shall hand
deliver or telecopy (or transmit by electronic communication, if arrangements
for doing so have been approved by the Issuing Lender) to the Issuing Lender and
Agent (reasonably in advance of the requested date of issuance, amendment,
renewal, or extension) a notice requesting the issuance of a Tranche Sub-B L/C
or Tranche Sub-B L/C Undertaking, or identifying the Tranche Sub-B L/C or
Tranche Sub-B L/C Undertaking to be amended, renewed, or extended, the date of
issuance, amendment, renewal, or extension, the date on which such Tranche Sub-B
L/C or Tranche Sub-B L/C Undertaking is to expire, the amount of such Tranche
Sub-B L/C or Tranche Sub-B L/C Undertaking, the name and address of the
beneficiary thereof (or of the Tranche Sub-B Underlying Letter of Credit, as
applicable), and such other information as shall be necessary to prepare, amend,
renew, or extend such Tranche Sub-B L/C or Tranche Sub-B L/C Undertaking. If
requested by the Issuing Lender, the applicable Borrower also shall be an
applicant under the application with respect to any Tranche Sub-B Underlying
Letter of Credit that is to be the subject of a Tranche Sub-B L/C Undertaking.
The Issuing Lender shall have no obligation to issue a Tranche Sub-B Letter of
Credit if any of the following would result after giving effect to the requested
Tranche Sub-B Letter of Credit:

                           (i)      the Tranche Sub-B Letter of Credit Usage
                                    would exceed the Tranche Sub-B Borrowing
                                    Base less the sum of the outstanding Tranche
                                    A Usage, Tranche B-Prime Advances and
                                    Tranche Sub-B Advances,



                                       17
<PAGE>

                           (ii)     the Tranche Sub-B Letter of Credit Usage
                                    would exceed the Maximum Tranche Sub-B
                                    Amount less the then extant amount of
                                    outstanding Tranche Sub-B Advances, or

                           (iii)    prior to the issuance of such Tranche Sub-B
                                    Letter of Credit, Agent has not received
                                    immediately available funds to be held as
                                    cash collateral to secure Icahn Lender's
                                    obligations to Agent pursuant to Section
                                    2.2A(b), in an amount equal to Icahn
                                    Lender's Pro Rata Share of the Tranche Sub-B
                                    Letter of Credit Usage attributable to such
                                    Tranche Sub-B Letter of Credit.

                  Borrowers and the Lender Group acknowledge and agree that
certain of the Existing Letters of Credit are to be the subject of Tranche Sub-B
Underlying Letters of Credit. Each Tranche Sub-B Letter of Credit (and
corresponding Tranche Sub-B Underlying Letter of Credit) shall have an expiry
date no later than 10 Business Days prior to the Maturity Date (without regard
to any potential renewal term) and all such Tranche Sub-B Letters of Credit (and
corresponding Tranche Sub-B Underlying Letters of Credit) shall be in form and
substance (including the currencies in which they are to be denominated)
acceptable to the Issuing Lender (in the exercise of its Permitted Discretion).
In this regard, Borrowers acknowledge (A) that, at Issuing Lender's request,
certain arrangements have been entered into between the current Underlying
Issuer and a Canadian bank in order to satisfy Borrowers' needs to have certain
of its letters of credit issued in Canadian dollars ("Tranche Sub-B Canadian
Dollar Letters of Credit") by a Canadian bank ("Canadian Bank"), (B) that such
arrangements involve the issuance by the Issuing Lender of a Tranche Sub-B L/C
Undertaking to an Underlying Issuer which, in turn, will issue a Tranche Sub-B
Underlying Letter of Credit in favor of the Canadian Bank, (C) that such
arrangements are uncommitted facilities with terms shorter than the term of this
Agreement, (D) and agree that if such arrangements are terminated, the Issuing
Lender's only obligation with respect to securing Tranche Sub-B Canadian Dollar
Letters of Credit is to use its reasonable commercial efforts to secure one or
more Canadian Banks willing to issue Tranche Sub-B Canadian Dollar Letters of
Credit supported by a Tranche Sub-B Underlying Letter of Credit issued by the
Underlying Issuer, (E) and agree that all Tranche Sub-B L/C Disbursements
payable by the Issuing Lender under any Tranche Sub-B Letter of Credit will be
payable solely in Dollars, irrespective of whether the Tranche Sub-B Underlying
Letter of Credit or any letter of credit issued based thereupon (including any
Tranche Sub-B Canadian Dollar Letter of Credit) is payable in a currency other
than Dollars, and (F) and agree that the risk of currency fluctuations between
the currency of a particular Tranche Sub-B Underlying Letter of Credit and the
Dollars payable under the applicable Tranche Sub-B Letter of Credit is solely a
risk of Borrowers and that no currency hedging product is being provided
hereunder. If Issuing Lender is obligated to advance funds under a Tranche Sub-B
Letter of Credit, Borrowers immediately shall reimburse such Tranche Sub-B L/C
Disbursement to Issuing Lender by paying to Agent an amount equal to such
Tranche Sub-B L/C Disbursement not later than 11:00 a.m., California time, on
the date that such Tranche Sub-B L/C Disbursement is made, if Administrative
Borrower shall have received written or telephonic notice of such Tranche Sub-B
L/C Disbursement prior to 10:00 a.m., California time, on such





                                       18
<PAGE>

date, or, if such notice has not been received by Administrative Borrower prior
to such time on such date, then not later than 11:00 a.m., California time, on
(i) the Business Day that Administrative Borrower receives such notice, if such
notice is received prior to 10:00 a.m., California time, on the date of receipt,
or (ii) the Business Day immediately following the day that Administrative
Borrower receives such notice, if such notice is not received prior to such time
on the day of receipt and, in the absence of such reimbursement, the Tranche
Sub-B L/C Disbursement immediately and automatically shall be deemed to be a
Tranche Sub-B Advance hereunder and, thereafter, shall bear interest at the rate
then applicable to Base Rate Tranche Sub-B Advances under Section 2.7. To the
extent a Tranche Sub-B L/C Disbursement is deemed to be a Tranche Sub-B Advance
hereunder, Borrowers' obligation to reimburse such Tranche Sub-B L/C
Disbursement shall be discharged and replaced by the resulting Tranche Sub-B
Advance. Promptly following receipt by Agent of any payment from Borrowers
pursuant to this paragraph, Agent shall distribute such payment to the Issuing
Lender or, to the extent that Tranche Sub-B Lenders have made payments pursuant
to Section 2.2A(c) to reimburse the Issuing Lender, then to such Tranche Sub-B
Lenders and the Issuing Lender as their interest may appear.

                  (b) Promptly following receipt of a notice of a Tranche Sub-B
L/C Disbursement pursuant to Section 2.2A(a), each Lender with a Tranche Sub-B
Commitment shall fund its Pro Rata Share of any Tranche Sub-B Advance deemed
made pursuant to the foregoing subsection on the same terms and conditions as if
Borrowers had requested such Tranche Sub-B Advance and Agent shall promptly pay
to Issuing Lender the amounts so received by it from the Tranche Sub-B Lenders;
provided, however, that Icahn Lender's payment obligations pursuant to this
Section 2.2A(b) shall be satisfied first from any cash collateral held by Agent
for Icahn Lender pursuant to Section 2.2A(g) hereof. By the issuance of a
Tranche Sub-B Letter of Credit (or an amendment to a Tranche Sub-B Letter of
Credit increasing the amount thereof) and without any further action on the part
of the Issuing Lender or the Lenders with Tranche Sub-B Commitments, the Issuing
Lender shall be deemed to have granted to each Lender with a Tranche Sub-B
Commitment, and each Lender with a Tranche Sub-B Commitment shall be deemed to
have purchased, a participation in each Tranche Sub-B Letter of Credit, in an
amount equal to its Pro Rata Share of the Risk Participation Liability of such
Tranche Sub-B Letter of Credit, and each such Tranche Sub-B Lender agrees to pay
to Agent for the account of the Issuing Lender such Tranche Sub-B Lender's Pro
Rata Share of any payments made by the Issuing Lender under such Tranche Sub-B
Letter of Credit. In consideration and in furtherance of the foregoing, each
Lender with a Tranche Sub-B Commitment hereby absolutely and unconditionally
agrees to pay to Agent, for the account of the Issuing Lender, such Tranche
Sub-B Lender's Pro Rata Share of each Tranche Sub-B L/C Disbursement made by the
Issuing Lender and not reimbursed by Borrowers on the date due as provided in
paragraph (a) of this Section, or of any reimbursement payment required to be
refunded to the Borrower for any reason. Each Lender with a Tranche Sub-B
Commitment acknowledges and agrees that its obligation to deliver to Agent, for
the account of the Issuing Lender, an amount equal to its respective Pro Rata
Share pursuant to this Section 2.2A(b) shall be absolute and unconditional and
such remittance shall be made notwithstanding the occurrence or continuation of
an Event of Default or Default or the failure to satisfy any condition set forth




                                       19
<PAGE>

in Section 3 hereof. If any such Tranche Sub-B Lender fails to make available to
Agent the amount of such Tranche Sub-B Lender's Pro Rata Share of any payments
made by the Issuing Lender in respect of such Tranche Sub-B Letter of Credit as
provided in this Section, Agent (for the account of the Issuing Lender) shall be
entitled to recover such amount on demand from such Lender together with
interest thereon at the Defaulting Lender Rate until paid in full.

                  (c) Borrowers hereby agree to indemnify, save, defend, and
hold the Lender Group harmless from any loss, cost, expense, or liability, and
reasonable attorneys fees incurred by the Lender Group arising out of or in
connection with any Tranche Sub-B Letter of Credit; provided, however, that
Borrowers shall not be obligated hereunder to indemnify (i) Issuing Lender for
any loss, cost, expense, or liability that is caused by the gross negligence or
willful misconduct of the Issuing Lender or (ii) the member of the Lender Group
responsible for any loss, cost, expense or liability that is caused by such
Person's gross negligence or willful misconduct. Furthermore, the foregoing
shall not be construed to excuse the Issuing Lender or any member of the Lender
Group from liability to Borrowers to the extent of any damages suffered by
Borrowers that are caused by the gross negligence or willful misconduct of the
Issuing Lender or any member of the Lender Group. Borrowers agree to be bound by
the Underlying Issuer's regulations and interpretations of any Tranche Sub-B
Underlying Letter of Credit or by Issuing Lender's interpretations of any
Tranche Sub-B L/C issued by Issuing Lender to or for a Borrower's account, even
though this interpretation may be different from Borrowers' own, and Borrowers
understand and agree that the Lender Group shall not be liable for any error,
negligence, or mistake, whether of omission or commission, in following
Borrowers' instructions or those contained in the Tranche Sub-B Letter of Credit
or any modifications, amendments, or supplements thereto. Borrowers understand
that the Tranche Sub-B L/C Undertakings may require Issuing Lender to indemnify
the Underlying Issuer for certain costs or liabilities arising out of claims by
Borrowers against such Underlying Issuer. Borrowers hereby agree to indemnify,
save, defend, and hold the Lender Group harmless with respect to any loss, cost,
expense (including reasonable attorneys fees), or liability incurred by the
Lender Group under any Tranche Sub-B L/C Undertaking as a result of the Lender
Group's indemnification of any Underlying Issuer; provided, however, that
Borrowers shall not be obligated hereunder to indemnify (i) Issuing Lender for
any loss, cost, expense, or liability that is caused by the gross negligence or
willful misconduct of the Issuing Lender or (ii) the member of the Lender Group
responsible for any loss, cost, expense or liability that is caused by such
Person's gross negligence or willful misconduct. Furthermore, the foregoing
shall not be construed to excuse the Issuing Lender or any member of the Lender
Group from liability to Borrowers to the extent of any damages suffered by
Borrowers that are caused by the gross negligence or willful misconduct of the
Issuing Lender or any member of the Lender Group.

                  (d) Borrower hereby authorizes and directs any Underlying
Issuer to deliver to the Issuing Lender all instruments, documents, and other
writings and property received by such Underlying Issuer pursuant to such
Tranche Sub-B Underlying Letter of Credit and to accept and rely upon the
Issuing Lender's instructions with respect to all





                                       20
<PAGE>

matters arising in connection with such Tranche Sub-B Underlying Letter of
Credit and the related application.

                  (e) Any and all charges, commissions, fees, and costs incurred
by the Issuing Lender relating to the Tranche Sub-B Underlying Letters of Credit
or the Tranche Sub-B Canadian Dollar Letters of Credit shall be considered
Lender Group Expenses for purposes of this Agreement and immediately shall be
reimbursable by Borrowers to the Agent for the account of the Issuing Lender;
provided, however, that, solely in the case of a Tranche Sub-B Underlying Letter
of Credit that is denominated in Dollars and is not issued to support the
existence or issuance of another letter of credit (including any Tranche Sub-B
Underlying Letter of Credit issued to "backstop" an Existing Letter of Credit or
a Tranche Sub-B Canadian Dollar Letter of Credit), in place of their obligations
under this clause (e), on the date of the issuance of the applicable Tranche
Sub-B Letter of Credit, Borrowers shall pay to Agent for the account of the
Issuing Lender an amount equal to one-quarter of one percent (0.25%) of the
original face amount of such Tranche Sub-B Letter of Credit, irrespective of
whether the charges, commissions, fees, and costs are greater or lesser than
such amount.

                  (f) If by reason of (i) any change in any applicable law,
treaty, rule, or regulation or any change in the interpretation or application
thereof by any Governmental Authority, or (ii) compliance by the Underlying
Issuer or the Lender Group with any direction, request, or requirement
(irrespective of whether having the force of law) of any Governmental Authority
or monetary authority including Regulation D of the Federal Reserve Board as
from time to time in effect (and any successor thereto):

                           (i)      any reserve, deposit, or similar requirement
                                    is or shall be imposed or modified in
                                    respect of any Tranche Sub-B Letters of
                                    Credit issued hereunder, or

                           (ii)     there shall be imposed on the Underlying
                                    Issuer or the Lender Group any other
                                    condition regarding any Tranche Sub-B
                                    Underlying Letter of Credit or any Tranche
                                    Sub-B Letter of Credit issued pursuant
                                    hereto;

                  and the result of the foregoing is to increase, directly or
indirectly, the cost to the Lender Group of issuing, making, guaranteeing, or
maintaining any Tranche Sub-B Letter of Credit or to reduce the amount
receivable in respect thereof by the Lender Group, then, and in any such case,
Agent may, at any time within a reasonable period after the additional cost is
incurred or the amount received is reduced, notify Administrative Borrower, and
Borrowers shall pay on demand such amounts Agent may specify to be necessary to
compensate the Lender Group for such additional cost or reduced receipt,
together with interest on such amount from the date of such demand until payment
in full thereof at the rate then applicable to Base Rate Tranche Sub-B Advances
hereunder. The determination by Agent of any amount due pursuant to this
Section, as set forth in a certificate setting forth the calculation thereof in
reasonable detail, shall, in the absence of




                                       21
<PAGE>

manifest or demonstrable error, be final and conclusive and binding on all of
the parties hereto.

                  (g) Icahn Lender hereby agrees that, no later than one
Business Day prior to the issuance of each Tranche Sub-B Letter of Credit, Icahn
Lender will promptly pay to Agent in immediately available funds, an amount
equal to Icahn Lender's Pro Rata Share of the Tranche Sub-B Letter of Credit
Usage attributable to such Tranche Sub-B Letter of Credit, to be held as cash
collateral for Icahn Lender's obligations to Agent pursuant to Section 2.2A(b)
hereof, which cash collateral, to the extent not applied in satisfaction of
Icahn Lender's obligations to Agent pursuant to Section 2.2A(b) hereof, shall be
returned to promptly upon, and to the extent of, Icahn Lender's Pro Rata Share
of the reduction of the Tranche Sub-B Letter of Credit Usage."

         (i) Section 2.3 of the Loan Agreement is amended and restated in its
entirety as follows:

                  "2.3     TRANCHE B-PRIME ADVANCES.

                           (a) Subject to the terms and conditions of this
Agreement, and during the term of this Agreement, each Lender with a Tranche
B-Prime Commitment agrees to make advances ("Tranche B-Prime Advances") to
Borrowers in an amount at any one time outstanding not to exceed such Lender's
Pro Rata Share of an amount equal to the lower of (i) the Maximum Tranche
B-Prime Amount, or (ii) the Borrowing Base less the Tranche A Usage.

                           (b) Anything to the contrary in this Section 2.3
notwithstanding, Borrowers shall not have the right to require Lenders with
Tranche B-Prime Commitments to make Tranche B-Prime Advances to Borrowers unless
the Tranche A Usage exceeds the difference between the Maximum Tranche A Amount
and $10,000,000.

                           (c) The Lenders with Tranche B-Prime Commitments
shall have no obligation to make additional Tranche B-Prime Advances hereunder
to the extent such additional Tranche B-Prime Advances would cause the sum of
the Tranche A Usage, the Tranche B-Prime Usage and the Tranche Sub-B Usage to
exceed the Maximum Facility Amount.

                           (d) Amounts borrowed pursuant to this Section may be
repaid and, subject to the terms and conditions of this Agreement, reborrowed at
any time during the term of this Agreement; provided, however, that, if and so
long as any Tranche A Advances are outstanding, no Tranche B-Prime Advance shall
be repaid unless, after giving effect to such repayment, Tranche A Advance
Availability is greater than $7,500,000."

         (j) The Loan Agreement is hereby amended by inserting the following new
Section 2.3A immediately following Section 2.3:

                  "2.3A    TRANCHE SUB-B ADVANCES.



                                       22
<PAGE>

                           (a) Subject to the terms and conditions of this
Agreement, and during the term of this Agreement, each Lender with a Tranche
Sub-B Commitment agrees to make advances ("Tranche Sub-B Advances") to Borrowers
in an amount at any one time outstanding not to exceed such Lender's Pro Rata
Share of an amount equal to the lower of (i) the Maximum Tranche Sub-B Amount
less the then extant Tranche Sub-B Letter of Credit Usage, or (ii) the Tranche
Sub-B Borrowing Base less the sum of (A) the Tranche A Usage, (B) the Tranche
B-Prime Usage, and (C) the then extant Tranche Sub-B Letter of Credit Usage.

                           (b) Anything to the contrary in this Section 2.3A
notwithstanding, Agent shall have the right to establish reserves in such
amounts, and with respect to such matters, as Agent in its Permitted Discretion
shall deem necessary or appropriate, against the Tranche Sub-B Borrowing Base,
including reserves with respect to (i) sums that Borrowers are required to pay
(such as taxes, assessments, insurance premiums, or, in the case of leased
assets, rents or other amounts payable under such leases) and have failed to pay
under any Section of this Agreement or any other Loan Document, and (ii) amounts
owing by Borrowers to any Person to the extent secured by a Lien (other than any
existing Permitted Lien set forth on Schedule P-3 which is specifically
identified thereon as entitled to have priority over Collateral Agent's Liens)
on, or trust over, any of the Collateral, which Lien or trust, in the Permitted
Discretion of Agent, would be likely to have a priority superior to the Liens of
Agent, for the benefit of the Lender Group (such as landlord liens, ad valorem
taxes, property taxes, or sales taxes where given priority under applicable law)
in and to such item of the Collateral.

                           (c) Anything to the contrary in this Section 2.3A
notwithstanding, Borrowers shall not have the right to require Lenders with
Tranche Sub-B Commitments to make Tranche Sub-B Advances to Borrowers unless (i)
the Tranche A Usage exceeds the difference between Maximum Tranche A Amount and
$10,000,000, and (ii) Tranche B-Prime Availability is less than $10,000,000.

                           (d) The Lenders with Tranche Sub-B Commitments shall
have no obligation to make additional Tranche Sub-B Advances hereunder to the
extent such additional Tranche Sub-B Advances would cause the sum of the Tranche
A Usage, the Tranche B-Prime Usage and the Tranche Sub-B Usage to exceed the
Maximum Facility Amount.

                           (e) Amounts borrowed pursuant to this Section may be
repaid and, subject to the terms and conditions of this Agreement, reborrowed at
any time during the term of this Agreement; provided, however, that, if and so
long as any Tranche A Advances are outstanding, no Tranche Sub-B Advance shall
be repaid unless, after giving effect to such repayment, Tranche A Advance
Availability is greater than $7,500,000; provided, further, that, if and so long
as any Tranche B-Prime Advances are outstanding, no Tranche Sub-B Advance shall
be repaid unless, after giving effect to such repayment, Tranche B-Prime
Availability is greater than $7,500,000."

                                       23
<PAGE>

         (k) Section 2.4(a) of the Loan Agreement is hereby amended and restated
in its entirety as follows:

                  "(a) PROCEDURE FOR BORROWING. Each Borrowing shall be made by
an irrevocable written request by an Authorized Person delivered to Agent (which
notice must be received by Agent no later than 10:00 a.m. (California time) on
(y) the Business Day prior to the date that is the requested Funding Date in the
case of a request for a Tranche A Advance, and (z) the 3rd Business Day prior to
the date that is the requested Funding Date in the case of a request for a
Tranche B-Prime Advance or a Tranche Sub-B Advance) specifying (i) the amount of
such Borrowing, and (ii) the requested Funding Date, which shall be a Business
Day; provided, however, that in the case of a request for Swing Loan in an
amount of $10,000,000, or less, such notice will be timely received if it is
received by Agent no later than 10:00 a.m. (California time) on the Business Day
that is the requested Funding Date) specifying (i) the amount of such Borrowing,
and (ii) the requested Funding Date, which shall be a Business Day. At Agent's
election, in lieu of delivering the above-described written request, any
Authorized Person may give Agent telephonic notice of such request by the
required time, with such telephonic notice to be confirmed in writing within 24
hours of the giving of such notice."

         (l) Section 2.4(c)(i) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

                  "(i) In the event that Agent shall elect to have the terms of
this Section 2.4(c) apply to a requested Borrowing as described in Section
2.4(b), then promptly after receipt of a request for a Borrowing pursuant to
Section 2.4(a), Agent shall notify the Lenders, not later than 1:00 p.m.
(California time) on (A) the Business Day immediately preceding the Funding Date
applicable thereto in the case of a request for a Tranche A Advance, and (B) the
3rd Business Day immediately preceding the Funding Date applicable thereto in
the case of a request for a Tranche B-Prime Advance or a Tranche Sub-B Advance,
in each case by telecopy, telephone, or other similar form of transmission, of
the requested Borrowing. Each Lender shall make the amount of such Lender's Pro
Rata Share of the requested Borrowing available to Agent in immediately
available funds, to such account of Agent as Agent may designate, not later than
10:00 a.m. (California time) on (y) the Funding Date applicable thereto in the
case of a request for a Tranche A Advance, and (z) the Business Day immediately
preceding the Funding Date applicable thereto in the case of a request for a
Tranche B-Prime Advance or a Tranche Sub-B Advance. After Agent's receipt of the
proceeds of such Advances, upon satisfaction of the applicable conditions
precedent set forth in Section 3 hereof, Agent shall make the proceeds of such
Advances available to Borrowers on the applicable Funding Date by transferring
same day funds equal to the proceeds of such Advances received by Agent to
Administrative Borrower's Designated Account; provided, however, that, subject
to the provisions of Section 2.4(i), Agent shall not request any Lender to make,
and no Lender shall have the obligation to make, any Advance if Agent shall have
received written notice from any Lender, or otherwise has actual knowledge, that
(1) one or more of the applicable conditions precedent set forth in Section 3
will not be satisfied on the requested Funding Date for the applicable Borrowing
unless such




                                       24
<PAGE>

condition has been waived in accordance with Section 15.1, or (2) the requested
Borrowing would exceed the Tranche A Advance Availability, Tranche B-Prime
Availability or Tranche Sub-B Advance Availability, as applicable, on such
Funding Date."

         (m) The first sentence of Section 2.4(c)(ii) of the Loan Agreement is
hereby amended and restated in its entirety as follows:

                  "Unless Agent receives notice from a Lender on or prior to the
Closing Date or, with respect to any Borrowing after the Closing Date, at least
1 Business Day prior to the date of such Borrowing, that such Lender will not
make available as and when required hereunder to Agent for the account of
Borrowers the amount of that Lender's Pro Rata Share of the Borrowing, Agent may
assume that each Lender has made or will make such amount available to Agent in
immediately available funds when due pursuant to Section 2.4(c)(i) hereof and
Agent may (but shall not be so required), in reliance upon such assumption, make
available to Borrowers on such date a corresponding amount."

         (n) Section 2.4(i) of the Loan Agreement is hereby amended and restated
in its entirety as follows:

                  "(i) Optional Overadvances. Any contrary provision of this
Agreement notwithstanding, if the condition for borrowing under Section 3.3(d)
cannot be fulfilled, the Lenders nonetheless hereby authorize Agent or Swing
Lender, as applicable, and Agent or Swing Lender, as applicable, may, but is not
obligated to, knowingly and intentionally continue to make Tranche A Advances
(including Swing Loans) to Borrowers, such failure of condition notwithstanding,
so long as, at the time any such Tranche A Advance is made, (i) the outstanding
Tranche A Usage does not exceed the Borrowing Base by more than $10,000,000,
(ii) after giving effect to any such Overadvance, the then extant amount of
Tranche A Advances does not exceed $50,000,000, and (iii) after giving effect to
any such Overadvance, the aggregate amount of outstanding optional Overadvances
made by Agent and Swing Lenders to Borrowers pursuant to this Section 2.4(i)
shall not exceed $10,000,000. The foregoing provisions are for the sole and
exclusive benefit of Agent, Swing Lenders, and the Lenders and are not intended
to benefit Borrowers in any way. The Advances and Swing Loans, as applicable,
that are made pursuant to this Section 2.4(i) shall be subject to the same terms
and conditions as any other Advance or Swing Loan, as applicable, except that
the rate of interest applicable thereto shall be the rates set forth in Section
2.7(c) hereof without regard to the presence or absence of a Default or Event of
Default."

         (o) Section 2.5(b)(i) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

                  "(i) Except as otherwise provided with respect to Defaulting
Lenders and except as otherwise expressly provided in the Loan Documents (or the
Fee Split Letters), aggregate principal and interest payments shall be
apportioned ratably among the Lenders (according to the unpaid principal balance
of the Advances to which such payments relate held by each Lender) and payments
of fees (other than fees designated for an Agent's sole




                                       25
<PAGE>

and separate account) shall, as applicable, be apportioned ratably among the
Lenders. All payments shall be remitted to Agent and all such payments and all
proceeds of Collateral received by Agent shall be applied as follows:

                  (A) first, to pay any Lender Group Expenses then due to Agent
under the Loan Documents, until paid in full,

                  (B) second, to pay any Lender Group Expenses then due to the
Lenders under the Loan Documents, on a ratable basis, until paid in full,

                  (C) third, to pay any fees then due to Agent (for its separate
accounts after giving effect to the Fee Split Letters) under the Loan Documents
until paid in full,

                  (D) fourth, to pay any fees then due to any or all of the
Lenders (after giving effect to the Fee Split Letters) under the Loan Documents,
on a ratable basis, until paid in full; provided, however, that after the
occurrence and during the continuance of an Event of Default, the priority of
the payment of fees due to Tranche B-Prime Lenders, in their capacity as such
(and all Lenders that are directly or indirectly successors or assignees of
Tranche B-Prime Lenders, in their capacity as such) shall (unless all of the
Lenders with a Tranche A Commitment or Tranche A Obligations elect otherwise) be
deferred to item "eighteenth" below; provided, further, that after the
occurrence and during the continuance of an Event of Default, the priority of
the payment of fees due to Tranche Sub-B Lenders, in their capacity as such (and
all Lenders that are directly or indirectly successors or assignees of Tranche
Sub-B Lenders, in their capacity as such) shall (unless all of the Lenders with
a Tranche A Commitment, a Tranche B-Prime Commitment, Tranche A Obligations, or
Tranche B-Prime Obligations elect otherwise) be deferred to item "twenty-first"
below,

                  (E) fifth, to pay interest due in respect of all Agent
Advances, until paid in full,

                  (F) sixth, ratably to pay interest due in respect of all
Advances (other than Agent Advances) and Swing Loans until paid in full,
provided, however, that after the occurrence and during the continuance of an
Event of Default, the priority of the payment of interest due in respect of the
Tranche B-Prime Advances shall (unless all of the Lenders with a Tranche A
Commitment or Tranche A Obligations elect otherwise) be deferred to item
"nineteenth" below; provided, further, that after the occurrence and during the
continuance of an Event of Default, the priority of the payment of interest due
in respect of the Tranche Sub-B Advances shall (unless all of the Lenders with a
Tranche A Commitment, a Tranche B-Prime Commitment, Tranche A Obligations, or
Tranche B-Prime Obligations elect otherwise) be deferred to item "twenty-second"
below,

                  (G) seventh, ratably to pay the principal of all Agent
Advances until paid in full,

                  (H) eighth, if Tranche A Advance Availability is less than
$7,500,000, to pay the principal of all Swing Loans until Tranche A Advance
Availability is $7,500,000,





                                       26
<PAGE>

such payments to be applied, first, to the outstanding Swing Loans that are Base
Rate Advances and, second, to the outstanding Swing Loans that are LIBOR Rate
Advances (in the order of their maturity),

                  (I) ninth, if Tranche A Advance Availability is less than
$7,500,000 (after giving effect to item "eighth" above), to pay the principal of
all Tranche A Advances until Tranche A Advance Availability is $7,500,000, such
payments to be applied, first, to the outstanding Tranche A Advances that are
Base Rate Advances and, second, to the outstanding Tranche A Advances that are
LIBOR Rate Advances (in the order of their maturity),

                  (J) tenth, if an Event of Default has not occurred and is not
continuing, solely with respect to Collections arising from a sale or other
disposition of Collateral (1) described in clause (i) of the definition of
"Permitted Dispositions", or (2) which is not a Permitted Disposition and which
sale or other disposition has been consented to in writing by the Lender Group,
as cash collateral in an amount equal to 50% of the maximum amount of Issuing
Lender's obligations under outstanding Tranche A Letters of Credit until paid in
full,

                  (K) eleventh, if Tranche B-Prime Availability is less than
$7,500,000, to pay the principal of all Tranche B-Prime Advances until Tranche
B-Prime Availability is $7,500,000; provided, however, that after the occurrence
and during the continuance of an Event of Default, the priority of the payment
of principal due with respect to Tranche B-Prime Advances shall (unless all of
the Lenders with a Tranche A Commitment or Tranche A Obligations elect
otherwise) be deferred to item "twentieth" below,

                  (L) twelfth, ratably to pay the principal of all Tranche Sub-B
Advances until paid in full, provided, however, that after the occurrence and
during the continuance of an Event of Default, the priority of the payment of
principal due with respect to Tranche Sub-B Advances shall (unless all of the
Lenders with a Tranche A Commitment, a Tranche B-Prime Commitment, Tranche A
Obligations, or Tranche B-Prime Obligations elect otherwise) be deferred to item
"twenty-third" below,

                  (M) thirteenth, ratably to pay the principal of all Tranche
B-Prime Advances until paid in full, provided, however, that after the
occurrence and during the continuance of an Event of Default, the priority of
the payment of principal due with respect to Tranche B-Prime Advances shall
(unless all of the Lenders with a Tranche A Commitment or Tranche A Obligations
elect otherwise) be deferred to item "twentieth" below,

                  (N) fourteenth, to pay the principal of all Swing Loans until
paid in full, such payments to be applied, first, to the outstanding Swing Loans
that are Base Rate Advances and, second, if an Event of Default has occurred and
is continuing, to the outstanding Swing Loans that are LIBOR Rate Advances (in
the order of their maturity),

                  (O) fifteenth, to pay the principal of all Tranche A Advances
until paid in full, such payments to be applied, first, to outstanding Tranche A
Advances that are Base Rate Advances and, second, if an Event of Default has
occurred and is continuing, to the





                                       27
<PAGE>

outstanding Tranche A Advances that are LIBOR Rate Advances (in the order of
their maturity),

                  (P) sixteenth, if an Event of Default has not occurred and is
not continuing, solely with respect to Collections arising from a sale or other
disposition of Collateral (1) described in clause (i) of the definition of
"Permitted Dispositions", or (2) which is not a Permitted Disposition and which
sale or other disposition has been consented to in writing by the Lender Group,
as cash collateral in an amount equal to 50% of the maximum amount of Issuing
Lender's obligations under outstanding Tranche Sub-B Letters of Credit until
paid in full,

                  (Q) seventeenth, if an Event of Default has occurred and is
continuing, to Agent, to be held by Agent, for the ratable benefit of Agent and
those Lenders having a Tranche A Commitment, as cash collateral in an amount
equal to 105% of the maximum amount of Issuing Lender's obligations under
outstanding Tranche A Letters of Credit until paid in full,

                  (R) eighteenth, to pay any fees then due to Tranche B-Prime
Lenders in their capacity as such (and all Lenders that are directly or
indirectly successors or assignees of Tranche B-Prime Lenders, in their capacity
as such) under the Loan Documents until paid in full,

                  (S) nineteenth, to pay interest then due in respect of all
Tranche B-Prime Advances until paid in full,

                  (T) twentieth, to pay the principal of all Tranche B-Prime
Advances until paid in full,

                  (U) twenty-first, pay any fees then due to Tranche Sub-B
Lenders in their capacity as such (and all Lenders that are directly or
indirectly successors or assignees of Tranche Sub-B Lenders, in their capacity
as such) under the Loan Documents until paid in full,

                  (V) twenty-second, to pay interest then due in respect of all
Tranche Sub-B Advances until paid in full,

                  (W) twenty-third, to pay the principal of all Tranche Sub-B
Advances until paid in full,

                  (X) twenty-forth, if an Event of Default has occurred and is
continuing, to Agent, to be held by Agent, for the ratable benefit of Agent and
those Lenders having a Tranche Sub-B Commitment, as cash collateral in an amount
equal to 105% of the maximum amount of Issuing Lender's obligations under
outstanding Tranche Sub-B Letters of Credit until paid in full,



                                       28
<PAGE>

                  (Y) twenty-fifth, if an Event of Default has not occurred and
is not continuing, solely with respect to Collections arising from a sale or
other disposition of Collateral (1) described in clause (i) of the definition of
"Permitted Dispositions", or (2) which is not a Permitted Disposition and which
sale or other disposition has been consented to in writing by the Lender Group,
an amount equal to 25% of such Collections described in this clause (Y) shall be
paid to Junior Secured Debt Agent for distribution in accordance with the terms
of the Collateral Agency and Intercreditor Agreement until paid in full, and

                  (Z) twenty-sixth, to Borrowers to be wired to the Designated
Account or such other Person entitled thereto under applicable law."

         (p) Section 2.5(c) of the Loan Agreement is hereby amended and restated
in its entirety as follows:

                  "(c) ASSET DISPOSITION PROCEEDS; REDUCTION OF COMMITMENTS.
Promptly upon receipt by Agent of any proceeds from Collateral Agent, whether on
account of Permitted Dispositions, condemnation proceeds, casualty proceeds, or
otherwise, (i) subject to the last sentence of this subsection, Agent shall
apply such proceeds in accordance with Section 2.5(b) above, (ii) if and to the
extent that Section 5.a. of the Collateral Agency and Intercreditor Agreement
requires that the payment of proceeds is to be accompanied by a reduction of the
Tranche Sub-B Commitments, then such reduction shall be applied solely to the
Tranche Sub-B Commitments, (iii) if and to the extent that the Collateral Agency
and Intercreditor Agreement (other than pursuant to Section 5.a. of the
Collateral Agency and Intercreditor Agreement) requires that the payment of
proceeds is to be accompanied by a reduction of the Commitments, then such
reduction shall be applied (x) first, to the Tranche A Commitments, such
reduction to be applied ratably amongst each of the Lenders with Tranche A
Commitments, (y) second, to the Tranche B-Prime Commitments, such reduction to
be applied ratably amongst each of the Lenders with Tranche B-Prime Commitments,
and (z) third, to the Tranche Sub-B Commitments, such reduction to be applied
ratably amongst each of the Lenders with Tranche Sub-B Commitments, and (iv) if
and to the extent that the Collateral Agency and Intercreditor Agreement
provides that the payment of proceeds is to be accompanied by a reduction of the
Commitments only to the extent elected by the Lenders, then such election shall
be made and such reduction shall be applied (x) first, to the Tranche A
Commitments, to the extent agreed to by Tranche A Lenders whose Pro Rata Shares
aggregate 51% of the Tranche A Commitments, such reduction to be applied ratably
amongst each of the Lenders with Tranche A Commitments, (y) second, if and to
the extent that the Tranche A Lenders affirmatively decide that less than all of
the available reductions should reduce the Tranche A Commitments, to the extent
agreed to by Tranche B-Prime Lenders whose Pro Rata Shares aggregate 51% of the
Tranche B-Prime Commitments, to the Tranche B-Prime Commitments, such remaining
available reduction to be applied ratably amongst each of the Lenders with
Tranche B-Prime Commitments, and (z) third, if and to the extent that the
Tranche B-Prime Lenders affirmatively decide that less than all of the available
reductions should reduce the Tranche B-Prime Commitments, to the extent agreed
to by Tranche Sub-B Lenders whose Pro Rata Shares aggregate 51% of the Tranche
Sub-B Commitments, to the Tranche Sub-B Commitments, such remaining available
reduction to be





                                       29
<PAGE>

applied ratably amongst each of the Lenders with Tranche Sub-B Commitments. In
each instance when the Tranche A Commitments are reduced, (i) the amount of the
Maximum Tranche A Amount and the Maximum Facility Amount shall be reduced on a
Dollar-for-Dollar basis, and (ii) the amount set forth in Section 2.1(a)(iii)
and the amount set forth in item (iii) of the definition of Tranche A Advance
Availability shall be reduced proportionately with the reduction of the Tranche
A Commitments. In each instance when the Tranche B-Prime Commitments are
reduced, the amount of the Maximum Tranche B-Prime Amount and the Maximum
Facility Amount shall be reduced on a Dollar-for-Dollar basis. In each instance
when the Tranche Sub-B Commitments are reduced, the amount of the Maximum
Tranche Sub-B Amount and the Maximum Facility Amount shall be reduced on a
Dollar-for-Dollar basis. In any instance when the Tranche A Commitments are
reduced, if, after giving effect to such reduction, the amount of the then
extant Tranche A Letter of Credit Usage exceeds the amount of the Tranche A
Commitments, then Agent shall retain from the proceeds remitted to it from the
Collateral Agent an amount equal to 105% of such excess and such amount retained
shall be held by Agent, for the ratable benefit of Agent and those Lenders
having a Tranche A Commitment, as cash collateral until the outstanding Tranche
A Letters of Credit are paid in full, with any balance being applied in
accordance with Section 2.5(b) above. In any instance when the Tranche Sub-B
Commitments are reduced, if, after giving effect to such reduction, the amount
of the then extant Tranche Sub-B Letter of Credit Usage exceeds the amount of
the Tranche Sub-B Commitments, then Agent shall retain from the proceeds
remitted to it from the Collateral Agent an amount equal to 105% of such excess
and such amount retained shall be held by Agent, for the ratable benefit of
Agent and those Lenders having a Tranche Sub-B Commitment, as cash collateral
until the outstanding Tranche Sub-B Letters of Credit are paid in full, with any
balance being applied in accordance with Section 2.5(b) above."

         (q) Section 2.6 of the Loan Agreement is hereby amended and restated in
its entirety as follows:

                  "2.6 OVERADVANCES. If, at any time or for any reason, the
amount of Obligations owed by Borrowers to the Lender Group pursuant to Sections
2.1, 2.2, 2.2A, 2.3 or 2.3A is greater than either the Dollar or percentage
limitations set forth in Sections 2.1, 2.2, 2.2A, 2.3 or 2.3A, (an
"Overadvance"), except with respect to optional Overadvances provided for in
Section 2.4(i), Borrowers immediately shall pay to Agent, in cash, the amount of
such excess, which amount shall be used by Agent to reduce the Obligations in
accordance with the priorities set forth in Section 2.5(b), with any remaining
amount (to the extent that Agent is not holding (and will not thereafter hold as
a result of the payments required by this Section 2.6) cash collateral in excess
of 105% of the maximum amount of Issuing Lender's obligations under outstanding
Tranche A Letters of Credit) being held by Agent, for the ratable benefit of
Agent and those Lenders having a Tranche A Commitment, as cash collateral for
the Obligations with respect to the Tranche A Letters of Credit until paid in
full, (the "Tranche A Collateral Amount"), with any remaining amount being held
by Agent, for the ratable benefit of Agent and those Lenders having a Tranche
Sub-B Commitment, as cash collateral for the Obligations with respect to the
Tranche Sub-B Letters of Credit until paid in full, (the "Tranche Sub-B
Collateral Amount"; the Tranche Sub-B




                                       30
<PAGE>

Collateral Amount, together with the Tranche A Collateral Amount, the
"Collateral Amount"); provided, however, that if, at any time and for any
reason, Borrowers' Combined Availability is greater than zero, Agent shall
immediately release the Collateral Amount to the extent of such Combined
Availability (with amounts being released first from the Tranche Sub-B
Collateral Amount until released in full, and with any remaining amount being
released from the Tranche A Collateral Amount), and apply such amount in
accordance with the priorities set forth in Section 2.5(b). In addition, each
Borrower, jointly and severally, hereby promises to pay the Obligations
(including principal, interest, fees, costs, and expenses) in Dollars in full to
Agent for the account of the Lender Group as and when due and payable under the
terms of this Agreement and the other Loan Documents."

         (r) Section 2.7(a) of the Loan Agreement is hereby amended and restated
in its entirety as follows:

                  "(a) INTEREST RATES. Except as provided in clause (c) below,
all amounts that have been charged to the Loan Account (except for undrawn
Letters of Credit) pursuant to the terms hereof shall bear interest on the Daily
Balance thereof as follows (i) if a LIBOR Rate Advance, at a per annum rate
equal to the LIBOR Rate plus the LIBOR Margin, (ii) if a Tranche Sub-B Advance,
at a per annum rate equal to the greater of (A) 11.50%, and (B) the Base Rate
plus 5.0 percentage points, and (iii) otherwise, at a per annum rate equal to
the Base Rate plus the Applicable Base Rate Margin."

         (s) Section 2.7(b) of the Loan Agreement is hereby amended and restated
in its entirety as follows:

                  "(b) LETTER OF CREDIT FEE. (i) Borrowers shall pay Agent (for
the ratable benefit of the Lenders with a Tranche A Commitment based upon their
Pro Rata Share of the Tranche A Commitment), a Tranche A Letter of Credit fee
(in addition to the charges, commissions, fees, and costs set forth in Section
2.2(e)) which shall accrue at a rate equal to 2.75% per annum times the average
daily aggregate undrawn amount of all outstanding Tranche A Letters of Credit
during the month preceding the date such Tranche A Letter of Credit fee is due
and payable in accordance with Section 2.7(d) hereof, and (ii) Borrowers shall
pay Agent (for the ratable benefit of the Lenders with a Tranche Sub-B
Commitment based upon their Pro Rata Share of the Tranche Sub-B Commitment), a
Tranche Sub-B Letter of Credit fee (in addition to the charges, commissions,
fees, and costs set forth in Section 2.2A(e)) which shall accrue at a rate equal
to 10.075% per annum times the average daily aggregate undrawn amount of all
outstanding Tranche Sub-B Letters of Credit during the month preceding the date
such Tranche Sub-B Letter of Credit fee is due and payable in accordance with
Section 2.7(d) hereof."

         (t) Section 2.7(d) of the Loan Agreement is hereby amended and restated
in its entirety as follows:

                  "(d) PAYMENTS. Interest, Letter of Credit fees, and all other
fees payable hereunder shall be due and payable, in arrears, on the first day of
each month during the term hereof (except that interest on LIBOR Advances shall
be due and payable, in arrears, on the





                                       31
<PAGE>

last day of the applicable Interest Period). Each Borrower hereby authorizes
Agent, without prior notice to such Borrower, to charge such interest and fees,
all Lender Group Expenses (as and when incurred), the charges, commissions,
fees, and costs provided for in Section 2.12 (as and when due or incurred), the
charges, commissions, fees, and costs provided for in Sections 2.2 and 2.2A (as
and when due or incurred), and all other payments due under any Loan Document to
Borrowers' Loan Account, which amounts thereafter shall accrue interest at the
rate then applicable to Tranche A Advances hereunder to the extent of the then
extant Tranche A Availability, with any remaining amounts accruing interest at
the rate then applicable to Tranche B-Prime Advances hereunder to the extent of
the then extant Tranche B-Prime Availability, and with any remaining amounts
accruing interest at the rate then applicable to Tranche Sub-B Advances
hereunder. Any interest not paid when due shall be compounded and shall
thereafter accrue interest at the rate then applicable to Tranche A Advances
hereunder to the extent of the then extant Tranche A Availability, with any
remaining amounts accruing interest at the rate then applicable to Tranche
B-Prime Advances hereunder to the extent of the then extant Tranche B-Prime
Availability, and with any remaining amounts accruing interest at the rate then
applicable to Tranche Sub-B Advances hereunder."

         (u) Section 2.12(d) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

                  "(d) LOAN SERVICING FEE. A loan servicing fee equal to $30,000
payable in arrears on the first day of each month after the Closing Date prior
to the date on which (i) the Commitments have been terminated, and (ii) the
Obligations have been paid in full."

         (v) Section 2.12(f) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

                  "(f) UNUSED LINE FEE FOR THE TRANCHE B-PRIME FACILITY. For the
Pro Rata benefit of each Lender with a Tranche B-Prime Commitment, on the first
day of each month during the term of this Agreement, an unused line fee in an
amount equal to 0.75% per annum times the result of (a) the Maximum Tranche
B-Prime Amount, less (b) the average Daily Balance of the Tranche B-Prime Usage
during the immediately preceding month,"

         (w) Section 2.12 of the Loan Agreement is hereby amended by deleting
the word "and" at the end of clause (i), by deleting the period at the end of
clause (j) and replacing it with a comma, and by adding the following new
clauses (k), (l) and (m):

                  "(k) UNUSED LINE FEE FOR THE TRANCHE SUB-B FACILITY. For the
Pro Rata benefit of each Lender with a Tranche Sub-B Commitment, on the first
day of each month during the term of this Agreement, an unused line fee in an
amount equal to 2.00% per annum times the result of (a) the Maximum Tranche
Sub-B Amount as of such date, less (b) the average Daily Balance of the Tranche
Sub-B Usage during the immediately preceding month,



                                       32
<PAGE>

                  (l) WAIVER FEE. For the ratable benefit of each of the Tranche
A Lenders and the Tranche B-Prime Lenders, a waiver fee of $800,000 (the "Waiver
Fee"), which Waiver Fee shall be fully earned and due and payable in full in
immediately available funds on or before the date of the Seventh Amendment,

                  (m) SEVENTH AMENDMENT FEE. For the ratable benefit of each
Tranche Sub-B Lender, a fee in the amount equal to the difference between (i)
$6,000,000, and (ii) the Second Overadvance Fee (the "Seventh Amendment Fee"),
which shall be fully earned and paid in full in cash in immediately available
funds on or before the date of the Seventh Amendment, and

                  (n) EXTENSION FEE. For the ratable benefit of each of the
Tranche A Lenders and the Tranche B-Prime Lenders, an extension fee of $200,000
(the "Extension Fee"), which Extension Fee shall be fully earned and due and
payable in full in immediately available funds on or before the Extension
Effective Date."

         (x) Section 3.3 of the Loan Agreement is hereby amended by deleting the
word "and" appearing at the end of clause (c), deleting the "." appearing at the
end of clause (d) and replacing it with ", and", and by inserting the following
new clause (e):

                  "(e) Each Lender shall have fully satisfied its obligations to
Agent set forth in Section 2.2A(g) or Section 2.4(c)(i) of this Agreement, to
the extent applicable to the requested Advance, Swing Loan, Letter of Credit or
other extension of credit."

         (y) The first sentence of Section 3.4 of the Loan Agreement is hereby
amended and restated in its entirety as follows:

                  "This Agreement shall become effective upon the execution and
delivery hereof by Borrowers, Agent and the Lender Group and shall continue in
full force and effect for a term ending on April 8, 2003 (the "Maturity Date")."

         (z) The first sentence of Section 3.6 of the Loan Agreement is hereby
amended and restated in its entirety as follows:

                  "Borrowers have the option, at any time upon 45 days prior
written notice to Agent, to terminate this Agreement by paying to Agent, for the
benefit of the Lender Group, in cash, the Obligations (including either (i)
providing cash collateral to be held by Agent for the benefit of the Lender
Group in an amount equal to 105% of the maximum amount of the Lender Group's
obligations under outstanding Letters of Credit, or (ii) causing the original
Letters of Credit to be returned to Agent) in full, together with the Applicable
Prepayment Premium (which Applicable Prepayment Premium shall be paid to Agent
for the ratable benefit of each Tranche Sub-B Lender)."

         (aa) Section 4.5 of the Loan Agreement is hereby amended and restated
in its entirety as follows:



                                       33
<PAGE>

                  "4.5 COLLATERAL AGENT TO HOLD QUEBEC IRREVOCABLE POWER OF
ATTORNEY. For greater certainty, and without limiting the powers of the Agent or
the Collateral Agents hereunder or under any of the Loan Documents, each of the
Lenders and each Borrower hereby acknowledges that each of the Collateral Agents
acting for the Lenders having Tranche A Commitments, the Lenders having Tranche
B-Prime Commitments, and the Lenders having Tranche Sub-B Commitments shall, for
purposes of holding any security granted by the Canadian Guarantors on the
Canadian Guarantors' respective property pursuant to the laws of the Province of
Quebec to secure payment of the Demand Notes, be the holder of an irrevocable
power of attorney (fonde de pouvoir) (within the meaning of the Civil Code of
Quebec) for themselves and all present and future Lenders and in particular for
all present and future holders of such Demand Notes. Agent and each of the
Lenders hereby irrevocably constitutes, to the extent necessary, each of the
Collateral Agents acting for the Lenders having Tranche A Commitments, the
Lenders having Tranche B-Prime Commitments, and the Lenders having Tranche Sub-B
Commitments as the holder of an irrevocable power of attorney (fonde de pouvoir)
(within the meaning of Article 2692 of the Civil Code of Quebec) in order to
hold security granted by the Canadian Guarantors in the Province of Quebec to
secure such Demand Notes. Each permitted assignee of the Lenders shall be deemed
to have confirmed and ratified the constitution of each Collateral Agent as the
holder of such irrevocable power of attorney (fonde de pouvoir) by execution of
the relevant assignment of its interest. Notwithstanding the provisions of
Section 32 of the Special Corporate Powers Act (Quebec), each Collateral Agent
may acquire and be the holder of such Demand Notes. The Borrower on its own
behalf and on behalf of the Canadian Guarantors hereby acknowledges that the
Demand Notes issued by each Canadian Guarantor constitute a title of
indebtedness, as such term is used in Article 2692 of the Civil Code of Quebec."

         (bb) Section 6.2 of the Loan Agreement is hereby amended and restated
in its entirety as follows:

                  "6.2 COLLATERAL REPORTING. Provide Agent (with copies for each
Lender to be provided by Agent or Obligors) with the following documents (or
electronic equivalent of such documents) at the following times in form
reasonably satisfactory to Agent (it being understood that, absent a request by
Agent for information with respect to a particular Obligor, this covenant shall
be deemed satisfied to the extent that the Administrative Borrower provides the
following information for the Obligors taken as a whole):


<TABLE>
<S>                                     <C>
----------------------------------------------------------------------------------------------------------------------
Monthly (not later than the 15th        (a) a detailed aging, by total, of the Accounts, together with a detailed
calendar day of the following month)    calculation of the non-Eligible Accounts.
----------------------------------------------------------------------------------------------------------------------
Monthly (not later than the 15th        (b) a detailed calculation of the Borrowing Base and the Tranche Sub-B
calendar day of each month if the       Borrowing Base (including without limitation a Borrowing Base Certificate and
average Combined Availability for       a Tranche Sub-B Borrowing Base Certificate,
the 5 day period
----------------------------------------------------------------------------------------------------------------------
</TABLE>



                                       34
<PAGE>

<TABLE>
<S>                                        <C>
-------------------------------------------------------------------------------------------------------------------------
immediately preceding the date of          (c) a detailed aging, by total, of the Accounts, together with a
determination is less than $40,000,000,    reconciliation to the detailed calculation of the Borrowing Base and of the
otherwise, not later than the 15th         Tranche Sub-B Borrowing Base and a reconciliation to the general ledger,
Business Day of each month)


                                           (d) a summary aging, by vendor, of the Obligors' accounts payable and any book
                                           overdraft.

-------------------------------------------------------------------------------------------------------------------------
Upon request by Agent                      (e) a detailed list of the Obligors' customers,


                                           (f) copies of invoices in connection with the Accounts, credit memos, remittance
                                           advices, deposit slips, shipping and delivery documents in connection with the
                                           Accounts and, for Inventory and Equipment acquired by an Obligor, purchase
                                           orders and invoices,

                                           (g) a calculation of Dilution for the prior month,

                                           (h) Inventory reports specifying the Obligors' cost and the wholesale market
                                           value of their Inventory, by category, with additional detail showing additions
                                           to and deletions from the Inventory, and

                                           (i) such other reports as to the Collateral, or the financial condition of an
                                           Obligor as Agent may request."
-------------------------------------------------------------------------------------------------------------------------
</TABLE>



         (cc) Section 7.14 of the Loan Agreement is hereby amended and restated
in its entirety as follows:

                  "7.14 TRANSACTIONS WITH AFFILIATES. Except as set forth on
Schedule 7.14, directly or indirectly enter into or permit to exist any material
transaction with any Affiliate of any Obligor except for transactions between
wholly-owned Obligors (other than Obligors that are neither Borrowers nor
Canadian Guarantors) and except for transactions that are either (a) in the
ordinary course of such Obligor's business, upon fair and reasonable terms, that
are fully disclosed to Agent, and that are no less favorable to such Obligor
than would be obtained in an arm's length transaction with a non-Affiliate, or
(b) consented to in writing by Required Lenders on fair and reasonable terms,
after full disclosure thereof to the Lender Group, and that are no less
favorable to such Obligor than would be obtained in an arm's length transaction
with a non-Affiliate."

         (dd) The last sentence of Section 7.17 of the Loan Agreement is hereby
amended and restated in its entirety as follows:



                                       35
<PAGE>

                  "Anything in the Loan Documents to the contrary
notwithstanding, (a) the proceeds of any Tranche A Advance shall not be used to
repay any outstanding Tranche B-Prime Advance or any Tranche Sub-B Advance
unless Tranche A Advance Availability is greater than $7,500,000 after giving
effect to such Tranche A Advance, and (b) the proceeds of any Tranche B-Prime
Advance shall not be used to repay any outstanding Tranche Sub-B Advance unless
Tranche B-Prime Availability is greater than $7,500,000 after giving effect to
such Tranche B-Prime Advance."

         (ee) Section 7.19(a) of the Loan Agreement hereby is amended by
deleting the table appearing in said Section and inserting the following table
in lieu thereof:

<TABLE>
<CAPTION>
         ---------------------------------------------------------------
            FISCAL QUARTER ENDING          MINIMUM EBITDA
         <S>                               <C>
         ---------------------------------------------------------------
            for the 3 months ended           $4,600,000
                March 31, 2002
         ---------------------------------------------------------------
            for the 6 months ended           $9,700,000
                June 30, 2002
         ---------------------------------------------------------------
            for the 9 months ended           $14,800,000
              September 30, 2002
         ---------------------------------------------------------------
           for the 12 months ended           $20,400,000
              December 31, 2002
         ---------------------------------------------------------------
</TABLE>


         (ff) Section 7.19(b) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

                  "(b) [Intentionally Omitted]"

         (gg) Section 7.20 of the Loan Agreement is hereby amended and restated
as follows:

                  "7.20 CAPITAL EXPENDITURES. Make capital expenditures in any
fiscal quarter in excess of $15,000,000, or, in the aggregate, in any fiscal
year in excess of $50,000,000 (which amount shall include all expenditures made
in connection with any Permitted Acquisition)."

         (hh) Section 14.1(c) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

                  "(c) Any Lender may, with the written consent of Agent, assign
and delegate to one or more assignees (provided that no written consent of Agent
shall be required in connection with any assignment and delegation by a Lender
to an Eligible Transferee relative to such Lender's Tranche A Commitment or such
Lender's Obligations (exclusive of





                                       36
<PAGE>

Tranche B-Prime Obligations and Tranche Sub-B Obligations)) (each an "Assignee")
all, or any ratable part of all, of the Obligations, the Commitments and the
other rights and obligations of such Lender hereunder and under the other Loan
Documents, in a minimum amount of $5,000,000; provided, however, that Borrowers
and Agent may continue to deal solely and directly with such Lender in
connection with the interest so assigned to an Assignee until (i) written notice
of such assignment, together with payment instructions, addresses and related
information with respect to the Assignee, shall have been given to Borrowers and
Agent by such Lender and the Assignee; (ii) such Lender and its Assignee shall
have delivered to Administrative Borrower and Agent an Assignment and
Acceptance; and (iii) the assignor Lender or Assignee has paid to Agent for
Agent's sole and separate account a processing fee in the amount of $5,000.
Anything contained herein to the contrary notwithstanding, the consent of Agent
shall not be required (if such assignment relates to a Lender's Tranche A
Commitments and Obligations (exclusive of Tranche B-Prime Obligations and
Tranche Sub-B Obligations (including any fee, cost, or expense under the Loan
Documents that is specifically identified to the Tranche B Facility)) or
unreasonably withheld (if such assignment relates to a Lender's Tranche B-Prime
Commitments, Tranche Sub-B Commitments, Tranche B-Prime Obligations or Tranche
Sub-B Obligations (including any fee, cost, or expense under the Loan Documents
that is specifically identified to the Tranche B Facility), and payment of any
fees shall not be required, if such assignment is in connection with any merger,
consolidation, sale, transfer, or other disposition of all or any substantial
portion of the business or loan portfolio of such Lender."

         (ii) The text "(exclusive of Tranche B Obligations)" in Section 14.1(g)
of the Loan Agreement is hereby deleted and is replace with the following text:
"(exclusive of Tranche B-Prime Obligations and Tranche Sub-B Obligations));"

         (jj) Section 15.1(g) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

                  "(g) change the definition of "Required Lenders," "Pro Rata
Share," "Collections," "Maximum Facility Amount," "Maximum Tranche A Amount,"
"Maximum Tranche B-Prime Amount," "Maximum Tranche Sub-B Amount," "Total
Commitment," "Tranche A Advance Availability," "Tranche A Commitment," "Tranche
A Usage," "Tranche B-Prime Availability," "Tranche B-Prime Commitment," "Tranche
B-Prime Usage," "Tranche Sub-B Advance Availability," "Tranche Sub-B
Commitment," or "Tranche Sub-B Usage";"

         (kk) Section 15.1(k) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

                  "(k) amend the definition of "Borrowing Base," "Tranche Sub-B
Borrowing Base" "Eligible Accounts," "Eligible Domestic Accounts," "Eligible
Unbilled Account," "Eligible Canadian Accounts," "Dilution," or "Dilution
Reserve," in each case, in a manner that increases the amount of credit
available hereunder, or"


                                       37
<PAGE>

         (ll) Section 15.1(l) of the Loan Agreement is hereby amended and
restated in its entirety as follows:

                  "(l) amend (i) Section 2.1(a) or 2.1(c) in a manner that
increases the obligations of the Tranche A Lenders, (ii) Sections 2.1(b) or
2.3A(b) in a manner that impairs the ability of Agent to impose reserves against
the Borrowing Base or the Tranche Sub-B Borrowing Base, (iii) Section 2.2(a) in
a manner that increases the obligations of the Tranche A Lenders, (iv) Section
2.2A(a) in a manner that increases the obligations of the Tranche Sub-B Lenders,
(iv) Sections 2.3(a), 2.3(b), 2.3(c), 2.3A(a), 2.3A(c) or 2.3A(d) in a manner
that increases the obligations of the Tranche B Lenders, (v) Section 2.4(b),
2.4(e), 2.4(i), or 2.5(b), or (vi) the last sentence of Section 7.17.

         (mm) Exhibit B-2 to the Loan Agreement is hereby amended and restated
in its entirety as set forth on Exhibit A hereto.

         (nn) The Loan Agreement is hereby amended by inserting new Exhibit B-3
as set forth on Exhibit B hereto.

         (oo) Schedule C-1 to the Loan Agreement is hereby amended and restated
in its entirety as set forth on Exhibit C hereto.

4.       OTHER AGREEMENTS.

         (a) Each of the parties to this Amendment hereby agrees that, upon the
effectiveness of this Amendment and subject to the terms hereof, the Initial
Reserve shall be released.

         (b) Each of the parties to this Amendment hereby consents to the
execution and delivery by Collateral Agent of the First Amendment to Collateral
Agency and Intercreditor Agreement, and hereby authorizes Collateral Agent to
execute the same.

         (c) Each member of the Lender Group consents to the consummation of the
ERDC Transaction. Parent covenants and agrees that Parent shall immediately pay
to Agent, for the benefit of the Lender Group, all net cash proceeds resulting
from the liquidation of ERDC and all Stock held by ERDC that is distributed to
Philip Services (Delaware), Inc., for application against the Obligations in
accordance with the priorities set forth in Section 2.5(b). Each party hereto
agrees that such Stock, other than any cash proceeds thereof, shall not
constitute a part of the Personal Property Collateral.

         (d) Each of the parties to this Amendment consents to the relocation of
Parent's executive headquarters to Houston, Texas and hereby waives the notice
requirement of Section 7.18.

         (e) Each of the parties to this Amendment agrees that, the provisions
of the Loan Agreement and the other Loan Documents to the contrary
notwithstanding (including without limitation Section 2.5(b) of the Loan
Agreement, the provisions of the Fourth




                                       38
<PAGE>

Amendment and the provisions of the Sixth Amendment), Borrowers may prepay all
Obligations with respect to the Designated Overadvances (as such term is defined
in the Fourth Amendment) and the Second Designated Overadvances (as such term is
defined in the Sixth Amendment) from the proceeds of the initial Tranche Sub-B
Advance.

         (f) Upon the effectiveness of this Amendment, Administrative Borrower
hereby requests a Tranche Sub-B Advance in an amount equal to the outstanding
amount of all Obligations with respect to the above referenced Designated
Overadvances and Second Designated Overadvances, and authorizes Agent to apply
the proceeds of such Tranche Sub-B Advance as a pre-payment of all Obligations
with respect to the above referenced Designated Overadvances and Second
Designated Overadvances pursuant to Section 3(c) of this Amendment.

         (g) Each party to this Amendment hereby agrees that, the provisions of
the Sixth Amendment to the contrary notwithstanding, the obligations of Arnos
Swing Lender and Madeleine Swing Lender to make Second Designated Overadvances
(as such term is defined in the Sixth Amendment) are hereby permanently
terminated and no member of the Lender Group shall have any obligation to make
any additional Second Designated Overadvances.

         (h) Each Borrower hereby authorizes Agent to retain a financial
consultant selected jointly by the Tranche A Lenders, in their sole discretion
to advise the Lender Group regarding such matters as Agent and the Tranche A
Lenders may request in their sole discretion, and to charge all fees and
expenses incurred by such financial consultant to Borrowers' Loan Account.

         (i) On or before April 30, 2002, Parent shall deliver to Agent
consolidated financial statements of Parent and its Subsidiaries for their 2001
fiscal year, audited by PriceWaterhouseCoopers or other independent certified
public accountants reasonably acceptable to Agent and certified, without any
qualifications (other than a "going concern" or like qualification or
exception), by such accountants to have been prepared in accordance with GAAP
(such audited financial statements to include a balance sheet, statement of
earnings, and statement of cash flow and, if prepared, such accountants' letter
to management).

CONDITIONS PRECEDENT.

         (a) The satisfaction of each of the following shall constitute
conditions precedent to the effectiveness of this Amendment:

                  (i) The representations and warranties in the Loan Agreement
                  and the other Loan Documents (other than with respect to
                  events that have been expressly consented to in writing by the
                  Lenders since the date on which such representations and
                  warranties were first made) shall be true and correct in all
                  respects on and as of the date hereof, as though made on such
                  date (except to the extent that such representations and
                  warranties relate solely to an earlier date);



                                       39
<PAGE>

                  (ii) Agent shall have received the reaffirmation and consent
                  of each Guarantor attached hereto as Exhibit D, duly executed
                  and delivered by an authorized official of each Guarantor;

                  (iii) Agent shall have received the First Amendment to
                  Collateral Agency and Intercreditor Agreement, duly executed
                  and delivered by each party thereto;

                  (iv) The Junior Secured Debt Documents shall have been amended
                  in form and substance satisfactory to Agent and Parent shall
                  have delivered a copy of such amendments to Agent certified by
                  the Secretary of Parent as being a true, correct, and complete
                  copy thereof;

                  (v) Agent shall have received the Lender Group Side Letter,
                  duly executed and delivered by each party thereto;

                  (vi) Agent shall have received the Meadow Assignment
                  Agreements, duly executed and delivered by each party thereto;

                  (vii) Parent shall have entered into a subscription agreement
                  with the Tranche Sub-B Lenders providing for the issuance of
                  shares of the common Stock of Parent equal to 15% of the
                  shares of common Stock of Parent which were outstanding
                  immediately prior to the date of this Amendment, together with
                  a registration rights agreement with respect to such shares
                  which is in form and substance satisfactory to the Tranche
                  Sub-B Lenders;

                  (viii) No Default or Event of Default shall have occurred and
                  be continuing on the date hereof or as of the date of the
                  effectiveness of this Amendment, except for any such Defaults
                  or Events of Defaults that would exist but for the
                  effectiveness of the amendments to the Loan Agreement
                  contemplated by this Amendment; and

                  (ix) No injunction, writ, restraining order, or other order of
                  any nature prohibiting, directly or indirectly, the
                  consummation of the transactions contemplated herein shall
                  have been issued and remain in force by any Governmental
                  Authority against any Obligor or the Lender Group.

         (b) The satisfaction of the following shall constitute a condition
precedent to the effectiveness of Section 3(y) of this Amendment: Parent shall
have delivered to Agent audited financial statements with respect to Parent's
2001 fiscal year that satisfy the requirements of Section 6.03(b)(i) of the Loan
Agreement, including without limitation the requirement that such audited
financial statements be certified, without any qualifications (including without
limitation a "going concern" or like qualification or exception), by such
accountants to have been prepared in accordance with GAAP.



                                       40
<PAGE>

6. CONSTRUCTION. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE
AND TO BE PERFORMED IN THE STATE OF NEW YORK.

7. ENTIRE AMENDMENT; EFFECT OF AMENDMENT. This Amendment, and terms and
provisions hereof, constitute the entire agreement among the parties pertaining
to the subject matter hereof and supersedes any and all prior or contemporaneous
amendments relating to the subject matter hereof. Except for the amendments to
the Loan Agreement expressly set forth in Section 2 hereof, the Loan Agreement
and other Loan Documents shall remain unchanged and in full force and effect.
The execution, delivery, and performance of this Amendment shall not operate as
a waiver of or, except as expressly set forth herein, as an amendment of, any
right, power, or remedy of the Lender Group as in effect prior to the date
hereof. The amendments and other agreements set forth herein are limited to the
specifics hereof, shall not apply with respect to any facts or occurrences other
than those on which the same are based, shall not excuse future non-compliance
with the Loan Agreement, and shall not operate as a consent to any further or
other matter, under the Loan Documents. To the extent any terms or provisions of
this Amendment conflict with those of the Loan Agreement or other Loan
Documents, the terms and provisions of this Amendment shall control. This
Amendment is a Loan Document. Any failure by Borrowers to comply with any of the
covenants or other agreements set forth herein shall constitute an immediate
Event of Default.

8. COUNTERPARTS; TELEFACSIMILE EXECUTION. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Amendment by
signing any such counterpart. Delivery of an executed counterpart of this
Amendment by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile also shall deliver an
original executed counterpart of this Amendment, but the failure to deliver an
original executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.

9. MISCELLANEOUS.

         (a) Upon the effectiveness of this Amendment, each reference in the
Loan Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of
like import referring to the Loan Agreement shall mean and refer to the Loan
Agreement as amended by this Amendment.

         (b) Upon the effectiveness of this Amendment, each reference in the
Loan Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or
words of like import referring to the Loan Agreement shall mean and refer to the
Loan Agreement as amended by this Amendment.



                                       41
<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed and delivered as of the date first written above.

                              PHILIP SERVICES CORPORATION,
                              a Delaware corporation

                              PSC BY-PRODUCTS SERVICES, INC.,
                              a Delaware corporation

                              PSC INDUSTRIAL OUTSOURCING, INC.,
                              a Delaware corporation

                              PSC METALS, INC.,
                              an Ohio corporation

                              PSC INDUSTRIAL SERVICES, INC.,
                              a Delaware corporation

                              REPUBLIC ENVIRONMENTAL RECYCLING (NEW JERSEY),
                              INC.,
                              a Delaware corporation

                              NORTHLAND ENVIRONMENTAL, INC.,
                              a Delaware corporation

                              SOLVENT RECOVERY CORPORATION,
                              a Missouri corporation

                              PHILIP ENVIRONMENTAL SERVICES CORPORATION,
                              a Missouri corporation

                              COUSINS WASTE CONTROL CORPORATION,
                              an Ohio corporation

                              21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC. OF
                              NEVADA,
                              a Nevada corporation

                              21ST CENTURY ENVIRONMENTAL MANAGEMENT, INC. OF
                              RHODE ISLAND,
                              a Rhode Island corporation



                                      S-1
<PAGE>

                              CHEMICAL POLLUTION CONTROL, INC. OF NEW YORK -
                              A 21ST CENTURY ENVIRONMENTAL MANAGEMENT COMPANY,
                              a New York corporation

                              BURLINGTON ENVIRONMENTAL INC.,
                              a Washington corporation

                              REPUBLIC ENVIRONMENTAL SYSTEMS (PENNSYLVANIA),
                              INC.,
                              a Pennsylvania corporation

                              CHEMICAL POLLUTION CONTROL, INC. OF FLORIDA -
                              A 21ST CENTURY ENVIRONMENTAL MANAGEMENT COMPANY,
                              a Florida corporation

                              RESOURCE RECOVERY CORPORATION,
                              a Washington corporation

                              REPUBLIC ENVIRONMENTAL SYSTEMS (TRANSPORTATION
                              GROUP), INC.,
                              a Pennsylvania corporation

                              CHEM-FREIGHT, INC.,
                              an Ohio corporation

                              NORTRU, INC.,
                              a Michigan corporation

                              CHEMICAL RECLAMATION SERVICES, INC.,
                              a Texas corporation

                              PHILIP RECLAMATION SERVICES, HOUSTON, INC.,
                              a Texas corporation

                              THERMALKEM INC.,
                              a Delaware corporation

                              ALLWORTH, INC.,
                              an Alabama corporation




                                      S-2
<PAGE>

                              RHO-CHEM CORPORATION,
                              a California corporation

                              CYANOKEM INC.,
                              a Michigan corporation

                              INTERNATIONAL CATALYST, INC.,
                              a Nevada corporation

                              ALLWASTE TANK CLEANING, INC.,
                              a Georgia corporation

                              CAPPCO TUBULAR PRODUCTS USA, INC.,
                              a Georgia corporation

                              PHILIP METALS (NEW YORK), INC.,
                              a New York corporation

                              TOTAL REFRACTORY SYSTEMS, INC.,
                              a Nevada corporation

                              PHILIP SERVICES/NORTH CENTRAL, INC.,
                              an Iowa corporation

                              RMF GLOBAL, INC.,
                              an Ohio corporation

                              JESCO INDUSTRIAL SERVICE, INC.,
                              a Kentucky corporation

                              PHILIP METALS (USA), INC.,
                              an Ohio corporation

                              PHILIP METALS RECOVERY (USA) INC.,
                              an Arizona corporation

                              ACE/ALLWASTE ENVIRONMENTAL SERVICES OF INDIANA,
                              INC.,
                              an Illinois corporation

                              LUNTZ ACQUISITION (DELAWARE) CORPORATION,
                              a Delaware corporation

                              SERV-TECH EPC, INC.,
                              a Nevada corporation



                                      S-3
<PAGE>

                              PHILIP SERVICES PHENCORP INTERNATIONAL INC.,
                              a Delaware corporation

                              PHILIP TRANSPORTATION AND REMEDIATION, INC.,
                              a California corporation

                              DELTA MAINTENANCE, INC.,
                              a Louisiana corporation

                              PHILIP SERVICES CECATUR HOLDINGS LLC,
                              a Delaware limited liability company
                              BY:  PHILIP SERVICES CECATUR, INC.
                              Its:  Sole Member

                              PHILIP SERVICES CECATUR INC.,
                              a Delaware corporation

                              PHILIP SERVICES (PHENCORP) LLC,
                              a Delaware limited liability company
                              BY:  PHILIP SERVICES PHENCORP INTERNATIONAL, INC.
                              Its:  Sole Member

                              PSC RECOVERY SYSTEMS, INC.,
                              a Georgia corporation

                              REPUBLIC ENVIRONMENTAL SYSTEMS (TECHNICAL
                              SERVICES GROUP), INC.,
                              a New Jersey corporation

                              RMF INDUSTRIAL CONTRACTING, INC.,
                              a Michigan corporation

                              BY: _____________________________________________
                                   Thomas P. O'Neill, Jr.
                              a Vice President of each of
                              the above listed entities
                              which is not a limited
                              liability company, and as
                              Vice President of the
                              member entity of any
                              limited liability company




                                      S-4
<PAGE>

                              FOOTHILL CAPITAL CORPORATION,
                              a California corporation, as Agent and as a Lender


                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________



                                      S-5
<PAGE>

                              FOOTHILL INCOME TRUST L.P.,
                              a Delaware limited partnership, as a Lender

                              By:  FIT GP, LLC, its general partner

                              By:_______________________________________________
                              Its:Managing Member

                              FOOTHILL PARTNERS III, L.P.,
                              a Delaware limited partnership, as a Lender


                              By:_______________________________________________
                              Its:     Managing General Partner




                                      S-6
<PAGE>

                              ABLECO FINANCE LLC,
                              a Delaware limited liability company, as a Lender


                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                                      S-7
<PAGE>

                              MADELEINE LLC,
                              a New York limited liability company, as a Lender

                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________


                                      S-8
<PAGE>

                              MEADOW WALK LIMITED PARTNERSHIP,
                              a Delaware limited partnership, as a Lender


                              By:_______________________________________________
                              Name:_____________________________________________
                              Title:____________________________________________




                                      S-9
<PAGE>

                                    EXHIBIT A

                                   EXHIBIT B-2

                       FORM OF BORROWING BASE CERTIFICATE

Foothill Capital Corporation, as Agent
under the below-defined Loan Agreement
2450 Colorado Avenue, Suite 3000 West
Santa Monica, California 90404

                  The undersigned, the [chief financial officer/controller/vice
president, taxation and treasury/director of treasury services] of Philip
Services Corporation, a Delaware corporation ("Administrative Borrower"),
pursuant to Section 6.2 of that certain Loan Agreement, dated as of March 31,
2000 (as amended, restated, supplemented, or otherwise modified, the "Loan
Agreement"), entered into between Administrative Borrower, the subsidiaries of
Administrative Borrower identified therein (such subsidiaries, together with
Administrative Borrower, each a "Borrower", and collectively, jointly and
severally, the "Borrowers"), the financial institutions signatory thereto (the
"Lenders"), and Foothill Capital Corporation, a California corporation, as the
arranger and administrative agent for the Lenders (in such capacity, "Agent"),
hereby certifies, without personal liability, to Agent that, to the best
knowledge of the undersigned, the following items, calculated in accordance with
the terms and definitions set forth in the Loan Agreement for such items are
true, correct and complete, and that no Default or Event of Default has occurred
and is continuing under the Loan Agreement and, after giving effect to any
currently requested Advances and Letters of Credit, no Default or Event of
Default will have occurred and be continuing under the Loan Agreement.

                  All initially capitalized terms used in this Borrowing Base
Certificate have the meanings set forth in the Loan Agreement unless
specifically defined herein.

Effective Date of Calculation:

<TABLE>
<S>  <C>   <C>      <C>                                                    <C>                      <C>
I.         BORROWING BASE AVAILABILITY CALCULATION

1.         Accounts:

     a.    80% of Eligible Domestic Accounts                               $____________

     b.    (i)      80% of Eligible Canadian Accounts:                     $____________

     a.    (ii)     an amount equal to:                                    $35,000,000

     a.                                    The lesser of b(i) and b(ii) =  $____________

</TABLE>



<PAGE>
<TABLE>
<S>  <C>   <C>      <C>                                                    <C>                      <C>
     c.    (i)      50% of Eligible Unbilled Accounts:                     $____________

     a.    (ii)     an amount equal to:                                    $30,000,000

     a.                                    The lesser of c(i) and c(ii) =  $____________

     d.    the amount, if any, of the Dilution Reserve:                    $____________

     e.                         The result of a. plus b. plus c. minus d.  $____________

     f.    an amount equal to the Obligors'  Collections  with respect to
           Accounts for such immediately preceding 60 day period:          $ ___________



                                          The lesser of items e. and f. =                          $____________

2.         Reserves: the aggregate amount of reserves, if any,                                     $____________
           established by Agent under Section 2.1(b) or Section 10 of the
           Loan Agreement(1)

3.         Unapplied  Deposits:  the aggregate amount of unapplied deposits received with respect  $____________
           to Eligible Accounts from Account Debtors:

4.         Additional Reserve                                                                      $25,000,000

5.         Gross Borrowing Base (the result of item 1 minus item 2 minus item 3 minus item 4):     $____________

6.         Tranche A Letter of Credit Usage                                                        $___________

7.         Net Borrowing Base Availability (item 5 minus item 6):                                  $____________

II.        TRANCHE A AVAILABILITY CALCULATION

1.         Maximum Tranche A Amount                                         $100,000,000

2.         Tranche A Letter of Credit Usage                                 $____________

3.         Tranche A Availability (item 1 minus item 2):                                           $____________
</TABLE>

--------

1        The certification in this Item 2 is based solely upon written notices
         received by the Administrative Borrower from Agent prior to the date
         hereof.



                                      -2-
<PAGE>


<TABLE>
<S>  <C>   <C>      <C>                                                    <C>                      <C>
III.       DOLLAR LIMITATION: an amount equal to:                                                  $50,000,000

IV.        MAXIMUM TRANCHE A AVAILABILITY

1.         The lowest of (A)  Section I, item 7, (B)  Section  II, item 3,
           and (C) Section III:                                             $____________

2.         An amount equal to the  aggregate  amount of Tranche A Advances
           outstanding:                                                     $____________

3.         Net Tranche A Availability (item 1 minus item 2):                                       $____________

V.         TRANCHE B-PRIME BORROWING BASE COMPONENT:(2)

1.         Gross Borrowing Base:  (an amount equal to Section I, item 5)    $____________

2.         Tranche A Usage

       a.  an amount equal to the  aggregate  amount of Tranche A Advances  $____________
           outstanding:

       b.  Tranche A Letter of Credit Usage                                 $____________

                                                      The sum of a. and b.  $____________

3.         Net Tranche B-Prime Borrowing Base Availability (Item 1 minus Item 2):                  $___________


VI.        MAXIMUM TRANCHE B-PRIME AVAILABILITY:


1.         Maximum Tranche B-Prime Amount:                                                         $75,000,000
</TABLE>

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

2        Only available to the Borrowers after the Tranche A Usage equals the
         Maximum Tranche A Amount.



                                      -3-
<PAGE>
<TABLE>
<S>        <C>                                                             <C>                      <C>
VII.

1.         The lower of (A) Section V, item 3, and (B) Section VI, item 1:  $___________

2.         An amount  equal to the  aggregate  amount of  Tranche  B-Prime
           Advances outstanding:                                            $___________

3.         Net Tranche B-Prime Availability                                                        $___________
</TABLE>



                                      -4-
<PAGE>


         The undersigned hereby certifies that all of the foregoing is true and
correct as of the effective date of the calculations set forth above and that
such calculations have been made in accordance with the requirements of the Loan
Agreement. The representations and warranties contained herein are those of the
Borrowers and not of the individual officer in his personal capacity.

                                       PHILIP SERVICES CORPORATION,
                                       a Delaware corporation,
                                       as Administrative Borrower



                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

<PAGE>


                                    EXHIBIT B

                                   EXHIBIT B-3

                FORM OF TRANCHE SUB-B BORROWING BASE CERTIFICATE

Foothill Capital Corporation, as Agent
under the below-defined Loan Agreement
2450 Colorado Avenue, Suite 3000 West
Santa Monica, California 90404

                  The undersigned, the [chief financial officer/controller/vice
president, taxation and treasury/director of treasury services] of Philip
Services Corporation, a Delaware corporation ("Administrative Borrower"),
pursuant to Section 6.2 of that certain Loan Agreement, dated as of March 31,
2000 (as amended, restated, supplemented, or otherwise modified, the "Loan
Agreement"), entered into between Administrative Borrower, the subsidiaries of
Administrative Borrower identified therein (such subsidiaries, together with
Administrative Borrower, each a "Borrower", and collectively, jointly and
severally, the "Borrowers"), the financial institutions signatory thereto (the
"Lenders"), and Foothill Capital Corporation, a California corporation, as the
arranger and administrative agent for the Lenders (in such capacity, "Agent"),
hereby certifies, without personal liability, to Agent that, to the best
knowledge of the undersigned, the following items, calculated in accordance with
the terms and definitions set forth in the Loan Agreement for such items are
true, correct and complete, and that no Default or Event of Default has occurred
and is continuing under the Loan Agreement and, after giving effect to any
currently requested Advances and Letters of Credit, no Default or Event of
Default will have occurred and be continuing under the Loan Agreement.

                  All initially capitalized terms used in this Tranche Sub-B
Borrowing Base Certificate have the meanings set forth in the Loan Agreement
unless specifically defined herein.

<TABLE>
<S>  <C>   <C>      <C>                                                    <C>
Effective Date of Calculation:

I.         TRANCHE SUB-B BORROWING BASE AVAILABILITY CALCULATION

8.         Accounts:

     g.    95% of Eligible Domestic Accounts                               $____________

     h.    (i)      95% of Eligible Canadian Accounts:                     $____________

     a.    (ii)     an amount equal to:                                    $35,000,000
</TABLE>

<PAGE>

<TABLE>
<S>  <C>   <C>      <C>                                                    <C>                      <C>
     a.                                    The lesser of b(i) and b(ii) =  $____________

     i.    (i)      50% of Eligible Unbilled Accounts:                     $____________

     a.    (ii)     an amount equal to:                                    $30,000,000

     a.                                    The lesser of c(i) and c(ii) =  $____________

     j.    the amount, if any, of the Dilution Reserve:                    $____________

     k.                         The result of a. plus b. plus c. minus d.  $____________

     l.    an amount equal to the Obligors'  Collections  with respect to
           Accounts for such immediately preceding 60 day period:          $____________

                                          The lesser of items e. and f. =                          $____________

9.         Reserves: the aggregate amount of reserves, if any,                                     $____________
           established by Agent under Section 2.3A(b) or Section 10 of the
           Loan Agreement(3)

10.        Unapplied  Deposits:  the aggregate amount of unapplied deposits received with respect  $____________
           to Eligible Accounts from Account Debtors:

11.        Gross Borrowing Base (the result of item 1 minus item 2 minus item 3):                  $____________

12.        the aggregate amount of Tranche A Advances outstanding:                                 $____________

13.        Tranche A Letter of Credit Usage                                                        $___________

14.        Tranche B-Prime Usage                                                                   $___________

15.        Tranche Sub-B Letter of Credit Usage                                                    $___________

16.        Net Tranche Sub-B Advance  Availability under the Tranche Sub-B Borrowing Base (item 4
           minus item 5 minus item 6 minus item 7 minus item 8):                                   $____________
</TABLE>

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

3        The certification in this Item 2 is based solely upon written notices
         received by the Administrative Borrower from Agent prior to the date
         hereof.


<PAGE>

<TABLE>
<S>        <C>                                                              <C>                    <C>
II.        MAXIMUM TRANCHE SUB-B AMOUNT:

1.         Maximum Facility Amount                                          $195,000,000

2.         Sum of Tranche A Usage and Tranche  B-Prime Usage (sum of items  $___________
           5, 6 and 7 in Section I)

3.         The lower of (A)  $700,000,000  and (B) item 1 minus item 2 (in                         $___________
           this Section II)

III.       MAXIMUM TRANCHE SUB-B ADVANCE AVAILABILITY

1.         The lower of (A) Section I, item 9, and (B) Section II, item 3:  $___________

2.         The aggregate amount of Tranche Sub-B Advances outstanding:      $___________

3.         Tranche Sub-B Letter of Credit Usage                             $___________

4.         Net Tranche  Sub-B  Advance  Availability  (item 1 minus item 2
           minus item 3)                                                                           $___________
</TABLE>


<PAGE>


         The undersigned hereby certifies that all of the foregoing is true and
correct as of the effective date of the calculations set forth above and that
such calculations have been made in accordance with the requirements of the Loan
Agreement. The representations and warranties contained herein are those of the
Borrowers and not of the individual officer in his personal capacity.

                                         PHILIP SERVICES CORPORATION,
                                         a Delaware corporation,
                                         as Administrative Borrower



                                         By:____________________________________
                                         Name:__________________________________
                                         Title:_________________________________






<PAGE>


                                    EXHIBIT C

                                  SCHEDULE C-1
                                   COMMITMENTS

<TABLE>
<CAPTION>
============================================================================================================================
          LENDER            TRANCHE A COMMITMENT        TRANCHE            TRANCHE SUB-B           TOTAL COMMITMENT*
                                                   B-PRIME COMMITMENT       COMMITMENT
============================================================================================================================
<S>                         <C>                    <C>                     <C>                     <C>

Foothill Capital                $35,000,000               -0-                   -0-                   $35,000,000
Corporation
----------------------------------------------------------------------------------------------------------------------------
Ableco Finance LLC                  -0-               $12,500,000               -0-                   $12,500,000
----------------------------------------------------------------------------------------------------------------------------
Madeleine LLC                   $32,500,000               -0-               $21,000,000               $53,500,000
----------------------------------------------------------------------------------------------------------------------------
Foothill Partners III, L.P.     $16,250,000               -0-                   -0-                   $16,250,000
----------------------------------------------------------------------------------------------------------------------------
Foothill Income Trust, L.P.     $16,250,000               -0-                   -0-                   $16,250,000
----------------------------------------------------------------------------------------------------------------------------
Meadow Walk Limited                 -0-               $62,500,000           $49,000,000              $111,500,000
Partnership
----------------------------------------------------------------------------------------------------------------------------
All Lenders                    $100,000,000           $75,000,000           $70,000,000              $245,000,000*
----------------------------------------------------------------------------------------------------------------------------
</TABLE>



*The provisions of this Schedule C-1 to the contrary notwithstanding, in light
of the fact that the Maximum Facility Amount is $195,000,000, in no event shall
the Commitments of the Lenders exceed $195,000,000.


<PAGE>



                                    EXHIBIT D

                            REAFFIRMATION AND CONSENT

                  All capitalized terms used herein but not otherwise defined
herein shall have the meanings ascribed to them in that certain Loan Agreement
by and among PHILIP SERVICES CORPORATION, a Delaware corporation ("Parent"),
each of Parent's Subsidiaries identified on the signature pages hereof (such
Subsidiaries, together with Parent, each a "Borrower" and collectively, jointly
and severally, the "Borrowers"), each of the lenders that is a signatory to this
Amendment (together with its successors and permitted assigns, individually,
"Lender" and, collectively, "Lenders"), and FOOTHILL CAPITAL CORPORATION, a
California corporation, as the arranger and administrative agent for the Lenders
(in such capacity, together with its successors, if any, in such capacity,
"Agent" and together with the Lenders, collectively, the "Lender Group"), dated
as of March 31, 2000, as amended by those certain Amendments Numbers One, Two,
Three, Four, Five, and Six to Loan Agreement dated as of March 28, 2001, May 18,
2001, November 19, 2001, January 29, 2002, February 19, 2002, and March 8, 2002
respectively (as amended, restated, supplemented or otherwise modified, the
"Loan Agreement") or in Amendment Number Seven to Loan Agreement, dated as of
April 12, 2002 (the "Amendment"), among the Borrowers and Lender Group. The
undersigned hereby (a) represent and warrant to the Lender Group that the
execution, delivery, and performance of this Reaffirmation and Consent are
within its powers, have been duly authorized by all necessary action, and are
not in contravention of any law, rule, or regulation, or any order, judgment,
decree, writ, injunction, or award of any arbitrator, court, or governmental
authority, or of the terms of its charter or bylaws, or of any contract or
undertaking to which it is a party or by which any of its properties may be
bound or affected; (b) consents to the transactions contemplated by the
Amendment; (c) acknowledges and reaffirms its obligations owing to the Lender
Group under any Loan Documents to which it is a party; and (d) agrees that each
of the Loan Documents to which it is a party is and shall remain in full force
and effect. Although the undersigned has been informed of the matters set forth
herein and has acknowledged and agreed to same, it understands that the Lender
Group has no obligations to inform it of such matters in the future or to seek
its acknowledgment or agreement to future amendments, and nothing herein shall
create such a duty. Delivery of an executed counterpart of this Reaffirmation
and Consent by telefacsimile shall be equally as effective as delivery of an
original executed counterpart of this Reaffirmation and Consent. Any party
delivering an executed counterpart of this Reaffirmation and Consent by
telefacsimile also shall deliver an original executed counterpart of this
Reaffirmation and Consent but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed
by the laws of the State of New York.

                            [signature page follows]




<PAGE>







         IN WITNESS WHEREOF, the undersigned have each caused this Reaffirmation
and Consent to be executed as of the date of the Amendment.

                                 PHILIP SERVICES INC.,
                                 an Ontario corporation

                                 By:____________________________________________
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 PHILIP ANALYTICAL SERVICES INC.,
                                 an Ontario corporation

                                 By:____________________________________________
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 PHILIP INVESTMENT CORP.,
                                 an Ontario corporation

                                 By:____________________________________________
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 ST DELTA CANADA, INC.,
                                 an Ontario corporation

                                 By:____________________________________________
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



<PAGE>


                                 NORTRU, LTD.,
                                 an Ontario corporation

                                 By:____________________________________________
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 ALLIES STAFFING LTD.,
                                 an Ontario corporation

                                 By:____________________________________________
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 SERVTECH CANADA, INC.,
                                 a Canadian corporation

                                 By:____________________________________________
                                      Name:        Thomas P. O'Neill, Jr.
                                      Title:       Vice President and Treasurer



                                 ARC DUST PROCESSING (BARBADOS) LIMITED,
                                 a Barbados corporation

                                 By:____________________________________________
                                      Name:        Thomas J. Olsen
                                      Title:       Director


<PAGE>

                                 PHILIP INTERNATIONAL DEVELOPMENT INC.,
                                 a Barbados corporation

                                 By:____________________________________________
                                      Name:        Thomas J. Olsen
                                      Title:       Director









</TEXT>
</DOCUMENT>
