as Borrower - and -

1
Exhibit 10.4

XXXXXXXXX, XXXXXXXXX AND ASSOCIATES LTD.

as Borrower

- and -

ROYAL BANK OF CANADA

as Administrative Agent

- and -

THOSE INSTITUTIONS WHOSE NAMES ARE SET FORTH
ON THE EXECUTION PAGES HEREOF UNDER THE
HEADING "LENDERS"

as Lenders

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

CREDIT AGREEMENT

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

Dated for reference March 31, 2000
2

TABLE OF CONTENTS

ARTICLE 1INTERPRETATION
1.1 DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 COMPUTATION OF TIME PERIODS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.3 ACCOUNTING TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.4 INCORPORATION OF SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.5 GENDER; SINGULAR, PLURAL, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
1.6 USE OF CERTAIN WORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
1.7 SUCCESSORS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
1.8 INTERPRETATION NOT AFFECTED BY HEADINGS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
1.9 GENERAL PROVISIONS AS TO CERTIFICATES AND OPINIONS, ETC. . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE 2THE CREDIT FACILITIES
2.1 CREDIT FACILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.4 VOLUNTARY REDUCTIONS AND PREPAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
2.5 PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.6 COMPUTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.7 FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.8 INTEREST ON OVERDUE AMOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.10 ACCOUNT DEBIT AUTHORIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.11 ADMINISTRATIVE AGENT'S DISCRETION ON ALLOCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
2.12 ROLLOVER AND CONVERSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE 3ADVANCES
3.1 ADVANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.2 MAKING THE ADVANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

ARTICLE 4BANKERS' ACCEPTANCES
4.1 ACCEPTANCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.2 DRAWDOWN REQUEST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.3 FORM OF BANKERS' ACCEPTANCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.4 COMPLETION OF BANKERS' ACCEPTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.5 PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.6 STAMPING FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.7 PAYMENT AT MATURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
4.8 DELIVERY OF POWER OF ATTORNEY RESPECTING BANKERS' ACCEPTANCES. . . . . . . . . . . . . . . . . . . . 37
4.9 PREPAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
4.10 DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
4.11 OLD SYSTEM ISSUERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE 5LETTERS OF CREDIT

5.1 LETTERS OF CREDIT COMMITMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.2 NOTICE OF ISSUANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.3 FORM OF LETTER OF CREDIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.4 PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.5 PAYMENT OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. . . . . . . . . . . . . . . . . . . . . . . . . . . 40
5.6 FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
5.7 OBLIGATIONS ABSOLUTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.8 INDEMNIFICATION; NATURE OF LENDERS' DUTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
5.9 DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE 6CLOSING CONDITIONS
6.1 CLOSING CONDITIONS TO INITIAL AVAILABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.2 GENERAL CONDITIONS FOR ACCOMMODATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.3 CONVERSIONS AND ROLLOVERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.4 DEEMED REPRESENTATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.5 CONDITIONS SOLELY FOR THE BENEFIT OF THE LENDERS. . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.6 NO WAIVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.7 FINAL DATE FOR INITIAL ACCOMMODATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE 7REPRESENTATIONS AND WARRANTIES
7.1 EXISTENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.2 CORPORATE AUTHORITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.3 AUTHORIZATION, GOVERNMENTAL APPROVALS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.4 ENFORCEABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.5 NO BREACH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.6 LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.7 SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.8 COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.9 NO DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.10 MATERIAL CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.11 PERMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.12 OWNERSHIP OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.13 TAX RETURNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.14 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.15 EXPROPRIATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.16 MAE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.17 CERTAIN FINANCIAL ASSISTANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.18 DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50

ARTICLE 8SECURITY
8.1 SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.4 MATERIAL REAL PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.5 CONTINUED PERFECTION OF SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
8.6 ESSENTIAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE 9INSURANCE
9.1 INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
9.2 POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
9.4 PAYMENT OF PREMIUMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE 10COVENANTS
10.1 AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
10.2 NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.3 ADMINISTRATIVE AGENT MAY PERFORM COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE 11CHANGES IN CIRCUMSTANCES
11.1 ILLEGALITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.2 CIRCUMSTANCES REQUIRING DIFFERENT PRICING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.3 IBID . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.4 INCREASED COSTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
11.5 INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.6 TAXES, COSTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE 12EVENTS OF DEFAULT
12.1 EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
12.2 EFFECT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
12.3 RIGHT OF SET-OFF . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
12.4 CURRENCY CONVERSION AFTER ACCELERATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

ARTICLE 13THE ADMINISTRATIVE AGENT AND THE LENDERS
13.1 AUTHORIZATION AND ACTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
13.2 DUTIES AND OBLIGATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
13.3 ADMINISTRATIVE AGENT AND AFFILIATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
13.4 LENDER CREDIT DECISION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
13.5 INDEMNIFICATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
13.7 SUB-AGENT OR CO-AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
13.8 ASSIGNMENT OF SECURITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

ARTICLE 14MISCELLANEOUS
14.1 SHARING OF PAYMENTS; RECORDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
14.2 AMENDMENTS, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
14.3 NOTICES, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
14.4 NO WAIVER; REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
14.5 EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
14.6 JUDGMENT CURRENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
14.7 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
14.8 SUCCESSORS AND ASSIGNS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
14.9 CONFLICT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
14.10 CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
14.11 SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

14.12 PRIOR UNDERSTANDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
14.13 TIME OF ESSENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
14.14 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

SCHEDULES

1 Lenders and Commitments
2 Accommodation Request
3 Power of Attorney
4 Subsidiaries, etc.
5 Applicable Margins
6 Reduction Request
7

THIS AGREEMENT is dated for reference March 31, 2000

AMONG:

XXXXXXXXX, XXXXXXXXX AND ASSOCIATES LTD.
as Borrower

OF THE FIRST PART

AND:

ROYAL BANK OF CANADA,
as Administrative Agent

OF THE SECOND PART

AND:

THOSE INSTITUTIONS WHOSE NAMES ARE SET FORTH ON THE EXECUTION
PAGES HEREOF UNDER THE HEADING "LENDERS",
as Lenders

OF THE THIRD PART

WHEREAS the Borrower has requested that the Lenders make available to it
various credit facilities, and the Lenders have agreed to do so on the terms
and conditions set forth herein.

NOW THEREFORE in consideration of the mutual covenants and agreements herein
set forth and other good and valuable consideration, the receipt and
sufficiency whereof is hereby acknowledged, the parties agree as follows:
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ARTICLE 1
INTERPRETATION

1.1 DEFINED TERMS. As used in this agreement, including the recital and the
schedules, unless there is something in the subject matter or the context
inconsistent therewith, the following terms shall have the following
meanings:

(1) "ACCOMMODATION" means:

(a) an Advance by a Lender made on the occasion of a Borrowing
pursuant to an Accommodation Request (whether given or deemed to
be given) or otherwise made or deemed to have been made pursuant
hereto;

(b) the creation of Bankers' Acceptances on the occasion of a
Drawing pursuant to an Accommodation Request;

(d) includes an Advance and a Bankers' Acceptance resulting from a
Rollover or Conversion (whether requested or deemed to have been
requested hereunder) or otherwise effected pursuant hereto.

Each type of Borrowing and each type of Issuance is a "TYPE" of
Accommodation, as are Bankers' Acceptances.

(2) "ACCOMMODATION REQUEST" means a notice of request for a Borrowing
and/or a Drawing substantially in the form of schedule 2 annexed
hereto, or such other form as the Administrative Agent may from time
to time specify.

(3) "ADMINISTRATIVE AGENT" means Royal Bank and any successor
administrative agent appointed in accordance with Article 13.

(4) "ADVANCE" means an advance of monies made or deemed to have been
made by a Lender under a Credit Facility and includes an Advance
resulting from a Conversion or Rollover (whether requested or deemed
to have been requested hereunder) or otherwise effected pursuant
hereto. An Advance may be denominated in US Dollars (a "US DOLLAR
ADVANCE") or Cdn. Dollars (a "CANADIAN DOLLAR ADVANCE"). A Canadian
Dollar Advance shall be designated a "PRIME RATE ADVANCE" and a US
Dollar Advance shall be designated from time to time, as requested
or deemed to have been requested by the Borrower, a "LIBOR ADVANCE"
or a "BASE RATE ADVANCE". Each of a Prime Rate Advance, a LIBOR
Advance and a Base Rate Advance is a "TYPE" of Advance.

(5) "AFFILIATE" means, with respect to any person (the "FIRST PERSON"),
any other person which directly or indirectly controls (or is a
member of a group which directly or
9
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indirectly controls), or is under common control with, or is
controlled by, the first person. Notwithstanding the foregoing,
neither the Administrative Agent nor any Lender shall be deemed to
be an affiliate of the Borrower solely by reason of its agency role
or lending relationship.

(6) "APPLICABLE MARGIN" means, in respect of a type of Borrowing and in
respect of Drawings and fees, the corresponding margin or fee
(expressed as basis points (0.01 %) per annum) set forth in schedule
5 annexed hereto.

(7) "ASSET DISPOSITION" means any sale, lease, transfer or other
disposition (or series of related sales, leases, transfers or
dispositions) of property or other assets (each referred to for the
purposes of this definition as a "DISPOSITION") by or on behalf of
an MDA Party (including any disposition by means of a merger,
consolidation or similar transaction, but for greater certainty
excluding a writedown of goodwill).

(8) "ASSIGNEE" shall have the meaning ascribed thereto in section
14.8(3)(b).

(9) "BANKERS' ACCEPTANCE" means a depository xxxx, as defined by the
Depository Bills and Notes Act (Canada) drawn by the Borrower,
denominated in Canadian Dollars and accepted by a Lender as a
bankers' acceptance, as evidenced by such Lender's endorsement
thereof at the request of the Borrower pursuant to an Accommodation
Request and includes a Bankers' Acceptance resulting from a
Conversion or Rollover.

(10) "BASE RATE" means, at any time, the greater of:

(a) the rate of interest per annum established and reported by Royal
Bank from time to time as the reference rate of interest it
charges to customers for US Dollar loans made by it in Canada;
and

(b) the sum of (i) the Federal Funds Effective Rate multiplied by
365 (or 366) and divided by 360, plus (ii) 50 basis points per
annum;

as to which a certificate of the Administrative Agent, absent
manifest error, shall be conclusive evidence from time to time.
With each quoted or published change in such rate aforesaid of Royal
Bank there shall be a corresponding change in the rate of interest
payable under this agreement, should such changed rate exceed that
set forth in paragraph (b) of this definition, all without the
necessity of any notice thereof to the Borrower or any other person.

(11) "BENEFICIARY" means, in respect of any Letter of Credit, the
beneficiary specified therein.

(12) "BILATERAL L/C"means a letter of credit or letter of guarantee
issued by a Lender at the request and upon the indemnity of the
Borrower or a subsidiary otherwise than under this agreement and
only after the Borrower has consulted with the
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Administrative Agent about the feasibility of issuing such letter of
credit or letter of guarantee under one of the Credit Facilities,
together with all indemnities, applications and reimbursement
agreements in connection therewith.

(13) "BORROWER" means XxxXxxxxx, Xxxxxxxxx and Associates Ltd.

(14) "BORROWER ACCOUNT" means such account of the Borrower with Royal
Bank in Vancouver as shall from time to time be agreed by the
Borrower and the Administrative Agent.

(15) "BORROWING" means a borrowing consisting of the making of one or
more Advances. Prime Rate Advances, LIBOR Advances and Base Rate
Advances are each a "TYPE" of Borrowing.

(16) "BUSINESS DAY" means:

(a) in respect of Base Rate Advances and payments in connection
therewith, a day (other than Saturday or Sunday) on which banks
are open for business in New York City, Toronto and Vancouver;

(b) in respect of LIBOR Advances and payments in connection
therewith, a day (other than Saturday or Sunday) which is a day
for trading by and between banks in US Dollar deposits in the
London Eurodollar interbank market and which is also a day on
which banks are open for business in New York City, Vancouver
and Toronto; and

(c) for all other purposes of this agreement, a day (other than
Saturday or Sunday) on which banks are open for business in
Vancouver and Toronto.

(17) "CANADIAN DOLLARS", "CDN. DOLLARS", "CDN. $" and "$" each mean
lawful money of Canada.

(18) "CDN. GAAP" means, in relation to any person at any time, accounting
principles generally accepted in Canada as recommended in the
Handbook of the Canadian Institute of Chartered Accountants as in
effect on the date hereof, applied on a basis consistent with the
most recent audited financial statements of such person and its
consolidated subsidiaries (except for changes approved by the
auditors of such person).
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(19) "CDOR RATE" means, on any day, the annual rate of interest
determined by the Administrative Agent which is equal to the average
of the yield rates per annum (calculated on the basis of a year of
365 days) applicable to Canadian Dollar bankers' acceptances having,
where applicable, identical issue and comparable maturity dates as
the Bankers' Acceptances proposed to be issued by the Borrower
displayed and identified as such on the "CDOR Page" (or any display
substituted therefor) of Reuters Monitor Money Rates Service at
approximately 10:00 a.m. (Toronto time) on that day or, if that day
is not a Business Day, then on the immediately preceding Business
Day (as adjusted by the Administrative Agent after 10:00 a.m.
(Toronto time) to reflect any error in a posted rate of interest or
in the posted average annual rate of interest); provided, however,
if those rates do not appear on that CDOR Page, then the CDOR Rate
shall be the discount rate (expressed as a rate per annum on the
basis of a year of 365 day) applicable to those Canadian Dollar
bankers' acceptances in a comparable amount to the Bankers'
Acceptance proposed to be issued by the Borrower quoted by the
Administrative Agent as of 10:00 a.m. (Toronto time) on that day, or
if that day is not a Business Day, then on the immediately preceding
Business Day. Each determination of the CDOR Rate shall be
conclusive and binding, absent manifest error, and may be computed
using any reasonable averaging and attribution method.

(20) "CLOSING DATE" means the date upon which the initial Accommodation
shall be available hereunder following satisfaction of all
conditions herein set forth.

(21) "COLLATERAL" means the present and future assets and properties of
the MDA Parties from time to time subject to, or intended by the
terms of the Security to be subject to, the Liens of the Security.

(22) "COMMITMENT" means, for a Lender, the amount set forth opposite such
Lender's name under the heading "Commitment" on schedule 1 annexed
hereto, to the extent not permanently reduced, cancelled or
terminated pursuant to this agreement, and which Commitment shall be
allocated among the Credit Facilities pro rata on the basis of the
maximum amounts of the Credit Facilities set forth in section
2.1(1).

(23) "CONSOLIDATED DEBT" means, at the end of a Financial Quarter and as
determined in accordance with Cdn. GAAP on a consolidated basis (but
excluding all Non-Recourse Subsidiaries and Special Subsidiaries)
for the Borrower, all Debt but specifically excluding: (a) any Debt
to the extent guaranteed by EDC, EFIC, or secured by cash or
equivalent; (b) until such time as the conditions precedent to draw
thereunder have been satisfied, the non-EDC-Insured portion of the
letter of credit dated April 7, 1999 issued by Royal Bank in favour
of CSA in the initial Face Amount of $15,605,985.36 and having a
maximum possible Face Amount of $50 million; and (c) Subordinated
Debt.

(24) "CONTROL" of a person (including, with correlative meanings,
"CONTROLLED BY" and "UNDER COMMON CONTROL WITH") shall mean
possession, directly or indirectly, of the power to direct or cause
the direction of management or policies of such person (whether
through ownership of securities or partnership or other ownership
interests,
12
- 6 -

by contract or otherwise); provided that, in any event and without
limitation, any person or group of persons acting together which
owns directly or indirectly more than 50% of the securities having
ordinary voting power for the election of directors or other
governing body of a corporation or more than 50% of the partnership
or other ownership interests of any other person will be deemed to
control such corporation or other person.

(25) "CONVERSION" means, in respect of any Bankers' Acceptance or type of
Advance, the conversion of the currency and/or method for
calculating interest or fees thereon from one currency and/or method
to another, and includes a conversion to a Bankers' Acceptance from
a type of Advance and vice-versa.

(26) "CREDIT FACILITIES" means the RTC Facility, the LC Facility and the
Term Facility, and each of such facilities is a "CREDIT FACILITY".

(27) "CREDIT FACILITY DOCUMENTS" means this agreement, the Security,
Bankers' Acceptances and all other documents necessary to implement
the financing comprised in the Credit Facilities.

(28) "CSA" means the Canadian Space Agency.

(29) "DEBENTURE" means a demand debenture made by an MDA Party in favour
of the Administrative Agent granting a first-priority (subject only
to Permitted Encumbrances) mortgage and charge over all real
property interests of such MDA Party and, where such MDA Party would
otherwise also have granted a GSA, the security interests to be
granted in a GSA.

(30) "DEBT" of any person means (without duplication, all as calculated
in accordance with Cdn. GAAP, and whether with or without recourse):

(a) all indebtedness of such person for borrowed money, including
obligations with respect to bankers' acceptances and IRRMs;

(b) all indebtedness of such person for contingent reimbursement
obligations with respect to IRRMs, letters of credit and letters
of guarantee;

(c) all indebtedness of such person for the deferred purchase price
of property or services, other than (i) trade indebtedness on
commercially reasonable terms accounted for as accounts payable
or deferred revenue, and (ii) commercially reasonable payment
terms intended to reflect the commercial interests of
contracting parties as opposed to the granting of credit, each
as incurred in the ordinary course of business, net of
prepayments for the foregoing;

(d) all indebtedness created or arising under any Purchase Money
Mortgages (even though the rights and remedies of the seller or
lender thereunder in the event of default are limited to
repossession or sale of the purchased property);
13
- 7 -

(e) all obligations under Financial Leases in respect of which such
person is liable as lessee;

(f) (unless such person is a direct or indirect wholly-owned
subsidiary of the Borrower) the amount for which any shares in
the capital of any such person that is a corporation may be
redeemed if the holders of such shares are entitled at such time
to require such person to redeem such shares, or if such person
is otherwise obligated at such time to redeem such shares, in
each case whether on notice or otherwise; and

(g) the maximum amount which may be outstanding at any time of all
Debt of the kinds referred to in (a) through (f) which is
directly or indirectly guaranteed by such person or which such
person has agreed (contingently or otherwise) to purchase or
otherwise acquire, or in respect of which such person has
otherwise assured a creditor against loss by means of an
indemnity, security or bond (whether or not such person has
assumed or become liable for the payment of such Debt);

provided that, for the purpose of calculating Consolidated Debt,
non-recourse Debt shall be the lesser of (i) the fair market value
of all property subject to a Lien securing such non-recourse Debt
(as demonstrated to the Lenders' reasonable satisfaction), and (ii)
the amount of the obligations comprising such non-recourse Debt.

(31) "DEFAULT" means an event which, with the giving of notice or passage
of time, or both, would constitute an Event of Default.

(32) "DESIGNATED SUBSIDIARY" means each of Access BC Information Services
Ltd., XxxXxxxxx Xxxxxxxxx Space and Advanced Robotics Ltd.,
XxxXxxxxx Xxxxxxxxx Information Services Ltd. and Radarsat
International Inc. and each other wholly-owned subsidiary of the
Borrower that may from time to time be designated as a Designated
Subsidiary in accordance with section 8.2.

(33) "DISCOUNT PROCEEDS" means, in respect of Bankers' Acceptances to be
purchased by a Lender, the difference between (i) the result
(rounded to the nearest whole cent, with one-half of one cent being
rounded up) obtained by multiplying the aggregate Face Amount of
such Bankers' Acceptances by a price (rounded up or down to the
fifth decimal place, with .000005 being rounded-up) determined by
dividing 1 by the sum of one plus the product of (x) the applicable
Discount Rate multiplied by (y) a fraction, the numerator of which
is the number of days in the term of maturity of such Bankers'
Acceptances and the denominator of which is 365; and (ii) the
applicable fees to be paid to such Lender under section 4.6.

(34) "DISCOUNT RATE" means:
14
- 8 -

(a) with respect to an issue of Bankers' Acceptances accepted by a
Lender that is a bank under Schedule I of the Bank Act (Canada),
the CDOR Rate; and

(b) with respect to an issue of Bankers' Acceptances accepted by a
Lender that is a bank under Schedule II to the Bank Act
(Canada), the lesser of:

(i) the rate set out in clause (a) above plus one-tenth of
one (1/10%) percent; and

(ii) the annual rate, expressed as a percentage, determined by
the Administrative Agent as the average discount rate for
bankers' acceptances having a comparable face value and a
comparable issue and maturity date to the face value and
issue and maturity date of that issue of Bankers'
Acceptances calculated on the basis of a year of 365
days, accepted by the Reference Lenders at or about 10:00
a.m. (Toronto time) on the date of issue of those
Bankers' Acceptances.

(35) "DRAWING" means the creation or making of one or more Bankers'
Acceptances pursuant to an Accommodation Request.

(36) "DRAWING DATE" means any Business Day fixed in accordance with the
provisions of this agreement for a Drawing.

(37) "EBITDA" means, for the Borrower on a consolidated basis (but
excluding all Non-Recourse Subsidiaries and Special Subsidiaries and
all extraordinary items) in respect of any period and as determined
in accordance with Cdn. GAAP, the sum (without duplication) of (a)
net income for such period and each of the following to the extent
deducted in determining net income: (b) income taxes, (c) Interest
Expense, (d) amortization and depreciation, (e) one-time soft costs
incurred as acquisition-related start up costs and
internally-generated infrastructure development costs for new
start-up businesses (to a maximum for all such soft costs and
development costs of $5 million per Financial Year), and (f) cash
dividends received from Non-Recourse Subsidiaries and Special
Subsidiaries; provided that, in respect of an acquisition, EBITDA
shall include the foregoing amounts for such period for the person
being acquired, if applicable, calculated on the same basis, in each
case adjusted for acquisitions or dispositions in such period.

(38) "EDC" means the Export Development Corporation.
15
- 9 -

(39) "EDC-INSURED" means, when used in reference to a Letter of Credit,
that the issuer of such Letter of Credit has been insured against
loss under a performance security guarantee given by EDC.

(40) "EFIC" means Export Finance Insurance Corporation.
(41) "ENVIRONMENTAL LAWS" means all applicable Laws, Permits and
guidelines or requirements of any Official Body (whether or not
having the force of Law, and including consent decrees to which an
MDA Party is a party or otherwise subject, and administrative orders
which may affect an MDA Party) relating to public health and safety,
protection of the environment, the Release of Hazardous Materials
and occupational health and safety.

(42) "EQUITY" means the shareholders' equity of the Borrower determined
on a consolidated basis, less (a) all write-ups (other than
write-ups resulting from foreign currency translations and write-ups
of tangible assets of a going concern business made within 12 months
after the acquisition of such business) subsequent to the date
hereof in the book value of any asset owned by the Borrower or a
consolidated subsidiary, and (b) the portion of such consolidated
shareholders' equity attributable to any interest or investment in
or Debt owed to it by Non-Recourse Subsidiaries or Special
Subsidiaries.

(43) "EQUIVALENT AMOUNT" means, on a particular date in respect of an
amount expressed in US Dollars, the equivalent amount in Cdn.
Dollars determined by reference to the Bank of Canada noon rate at
which Cdn. Dollars may be exchanged into US Dollars as published on
the Reuters Screen page BOFC. In the event that such rate does not
appear on such Reuters page, such rate shall be ascertained by
reference to any other means (as selected by the Administrative
Agent) by which such rate is quoted or published from time to time
by the Bank of Canada; provided that, if at the time of any such
determination, for any reason, no such exchange rate is being quoted
or published, the Administrative Agent may use such reasonable
method as it considers appropriate to ascertain such rate, and the
resulting determination shall be conclusive absent manifest error.

(44) "EVENT OF DEFAULT" means any of the events specified in section
12.1.

(45) "FACE AMOUNT" means, in respect of a Bankers' Acceptance, the amount
payable to the holder thereof on its maturity and, in respect of a
Letter of Credit, the maximum amount that may from time to time be
payable to the Beneficiary thereof, and where used in a context
referring to more than one Bankers' Acceptance and/or Letter of
Credit means the aggregate of the Face Amounts thereof.

(46) "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate
per annum equal to the weighted average (rounded upwards if
necessary to the next
16
- 10 -

1/100 of 1%) of the rates on overnight Federal funds transactions
with members of the United States Federal Reserve System arranged by
Federal funds brokers on such day, as published for such day (or, if
such day is not a Business Day, for the immediately preceding
Business Day) by the Federal Reserve Bank of New York or, if such
rate is not so published for any day which is a Business Day, the
average (rounded upwards if necessary to the next 1/100 of 1%) of
the quotations at approximately 11:00 a.m. (New York time) for such
day for such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.
(47) "FINAL MATURITY DATE" means:

(a) in respect of the RTC Facility, the second anniversary of the
last day of the Revolving Period;

(b) in respect of the LC Facility, the earlier to occur of (i)
August 31, 2001, and (ii) "SATELLITE ACCEPTANCE" (as defined in
the Radarsat Contract); and

(48) "FINANCIAL LEASE" means at any time any lease of property, real or
personal, moveable or immoveable (whether or not such lease is
intended as security), in respect of which the present value of the
minimum rental commitment would, in accordance with Cdn. GAAP, be
capitalized on a balance sheet of the lessee.

(49) "FINANCIAL QUARTER" means a period of three consecutive months
ending on March 31, June 30, September 30 or December 31, as the
case may be.

(50) "FINANCIAL YEAR" means a financial year commencing on January 1 of
each calendar year and ending on December 31 of such year.

(51) "FRONTING LENDER" means Royal Bank acting through its Lending
Branch.

(52) "GSA" means a general security agreement made by an MDA Party in
favour of the Administrative Agent granting to the Administrative
Agent a first priority (subject only to Permitted Encumbrances)
security interest over all of its existing and after-acquired
personal property of every nature and kind whatsoever.

(53) "GUARANTEE" means an unconditional and irrevocable guarantee of the
Obligations made by a Designated Subsidiary in favour of the
Administrative Agent.

(54) "HAZARDOUS MATERIALS" means:
17
- 11 -

(a) any oil, flammable substances, explosives, radioactive
materials, hazardous wastes or substances, toxic wastes or
substances or any other wastes, contaminates, materials or
pollutants which:

(i) pose a hazard to any real property, or to persons on or
about any real property; or

(ii) cause any real property to be in violation of any Law;

(b) asbestos in any form which is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment
which contain dielectric fluid containing levels of
polychlorinated biphenyls in excess of limits prescribed by Law,
or radon gas;
(c) any chemical, material or substance defined as or included in
the definition of "dangerous goods", "deleterious substance",
"hazardous substances", "hazardous wastes", "hazardous
materials", "extremely hazardous wastes", "restricted hazardous
waste", "special waste" or "toxic substances", "waste" or words
of similar import under any Law, including the Canadian
Environmental Protection Act (Canada), Fisheries Act (Canada),
Transportation of Dangerous Goods Act (Canada), Canada Water Act
and the Waste Management Act (British Columbia); and

(d) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any Official Body or which
may or could pose a hazard to the occupants of any real property
or the owners or occupants of property adjacent to or
surrounding any real property, or any other person coming upon
any real property or adjacent or surrounding property.

(55) "INCREASED COSTS" means any amounts payable by the Borrower to the
Administrative Agent or a Lender under any of sections 3.2(3), 5.8
and 10.1(12), Article 11 and section 14.5.

(56) "INTEREST EXPENSE" means, without duplication, in respect of any
period and as determined on a consolidated basis (but excluding all
Non-Recourse Subsidiaries and Special Subsidiaries) for the Borrower
in accordance with Cdn. GAAP, the sum of (a) capitalized interest
incurred during such period on Debt, (b) the aggregate cost of
obtaining short-term and long-term advances of credit, reported as
interest expense on the income statement of the Borrower for such
period, including accrued and unpaid interest charges, the interest
component of Financial Leases, and discounts and fees payable in
respect of bankers acceptances and letters of credit, and (c)
payments made
18
- 12 -

or required to be made during such period on account of the interest
component (or portion thereof reasonably attributable to interest or
other compensation for the extension of credit) of any payment under
a synthetic lease, lease and leaseback, sale and leaseback or
similar transaction, less (d) interest income, and (e) any interest
on Subordinated Debt that is paid or satisfied by the issue of
equity securities or from the proceeds of further Subordinated Debt.

(57) "INTEREST PERIOD" means, for each LIBOR Advance, a period
commencing:

(a) in the case of the initial Interest Period for such
Advance, on the date of such Advance; and

(b) in the case of any subsequent Interest Period for such
Advance in accordance with a Rollover, on the last day of
the immediately preceding Interest Period;

and ending in either case on the last day of such period as shall be
selected by the Borrower pursuant to the provisions below.

If another type of Borrowing or a Drawing is converted to a LIBOR
Advance, the initial Interest Period for such LIBOR Advance shall
commence on the date of such Conversion. The duration of each
Interest Period for a LIBOR Advance shall be one, two, three or six
months (subject to availability), as the Borrower may select in the
applicable Accommodation Request, or such other period to which the
Lenders may agree. No Interest Period may be selected which would
end on a day after the Final Maturity Date for a Credit Facility or,
in the opinion of the Administrative Agent, conflict with any
repayment stipulated herein. Whenever the last day of an Interest
Period would otherwise occur on a day other than a Business Day, the
last day of such Interest Period shall be extended to occur on the
next succeeding Business Day; provided that, if such extension would
cause the last day of such Interest Period to occur in the next
following calendar month, the last day of such Interest Period shall
occur on the next preceding Business Day.

(58) "IRRM" means any interest rate or foreign exchange risk management
agreement or product, including:

(a) interest rate or currency exchange or swap agreements;

(b) futures contracts;

(d) any other agreements to fix or hedge interest rates or
foreign exchange rates.
19
- 13 -

(59) "ISSUANCE" means the issuance of one or more Letters of Credit made
pursuant to an Issue Notice.

(60) "ISSUE DATE" means any Business Day fixed in accordance with the
provisions of this agreement for an Issuance.

(61) "ISSUE NOTICE" means a notice of request for an Issuance in the form
of the Lenders' respective customary letter of credit application,
as defined in section 5.2(1).

(62) "LAW" means any law (including common law and the laws of equity),
constitution, statute, treaty, regulation, rule, ordinance, order,
injunction, writ, decree or award of any Official Body.

(63) "LC FACILITY" means the non-revolving Credit Facility to be made
available to the Borrower by the Lenders by way of Letters of
Credit.

(64) "LENDERS" means those financial institutions whose names are set
forth on the execution pages hereof under the heading "Lenders", and
their respective successors and assigns.

(65) "LENDERS' COUNSEL" means Messrs. Fasken Xxxxxxxxx XxXxxxxx LLP
(Vancouver) or such other law firm or firms as may from time to time
be chosen by the Lenders to act on their behalf in connection with
the Credit Facilities and approved by the Borrower (such approval
not to be unreasonably withheld).

(66) "LENDING BRANCH" means, in respect of a particular Lender, the
branch whose address is set forth in schedule 1 annexed hereto, or
such other branch as such Lender may designate from time to time by
notice given to the Administrative Agent and the Borrower.

(67) "LETTER OF CREDIT" means a standby letter of credit or a letter of
guarantee for a specified amount in Canadian Dollars or US Dollars
issued by a Lender at the request and upon the indemnity of the
Borrower pursuant to Article 5. Letters of Credit for specified
amounts in Canadian Dollars and Letters of Credit for specified
amounts in US Dollars are each a "TYPE" of Letter of Credit.

(68) "LIBOR", with respect to any Interest Period, means:

(a) the rate of interest (expressed as an annual rate)
determined by the Administrative Agent to be the
arithmetic mean (rounded up to the nearest 1/16%) of the
offered rates for deposits in US Dollars for a period
equal to the particular Interest Period, which rates
appear on (A) the Reuters screen LIBOR 01 page, or (B) if
such Reuters screen LIBOR 01 page is not readily
available to the Administrative Agent, Page 3750 of the
Telerate screen, in either case as of 11:00 a.m. London
time on the second Business Day before the first day of
that Interest Period;
20
- 14 -

(b) if neither the Reuters screen LIBOR 01 page nor Page 3750
of Telerate is readily available to the Administrative
Agent for any reason, the rate of interest (rounded up to
the nearest 1/16%) at which Royal Bank would be prepared
to offer leading banks in the London interbank market a
deposit in US Dollars for a term coextensive with that
Interest Period in an amount substantially equal to the
relevant LIBOR Advance at or about 10:00 a.m. (Toronto
time) on the second Business Day before the first day of
such Interest Period.

(69) "LIEN" means any mortgage, pledge, lien, hypothecation, security
interest or other encumbrance or charge (whether fixed, floating or
otherwise) or title retention, any right of set-off (arising
otherwise than by operation of Law) and any deposit of moneys under
any agreement or arrangement whereby such moneys may be withdrawn
only upon fulfilment of any condition as to the discharge of any
other indebtedness or other obligation to any creditor, or any right
of or arrangement of any kind with any creditor to have its claims
satisfied prior to other creditors with or from the proceeds of any
properties, assets or revenues of any kind now owned or later
acquired.

(70) "MAE" means (a) any material adverse change in the assets,
properties, operations or condition, financial or otherwise, of the
MDA Parties taken as a whole; (b) any material impairment or
reduction in the ability (financial or otherwise) of an MDA Party to
fulfil any covenant or obligation of such MDA Party to the Lenders;
or (c) any material impairment of the remedies of the secured
parties under the Security.

(71) "MAJORITY LENDERS" means, at any time, Lenders whose respective
individual Commitments aggregate at least 66-2/3% of the total
Commitments of all Lenders under all Credit Facilities at such time.

(72) "MDA PARTY" means any of the Borrower and a Designated Subsidiary,
and "MDA PARTIES" means, collectively, the Borrower and all
Designated Subsidiaries.

(73) "NON-RECOURSE DEBT" means Debt or that portion thereof:

(a) as to which no MDA Party (i) provides credit support or
financial assistance of any nature whatsoever (including
without limitation any undertaking, agreement or
instrument which would constitute Debt), or (ii) is
liable (directly or indirectly, contingently or
otherwise); and

(b) default with respect to which (including without
limitation any rights which the holders thereof may have
to take enforcement action) would not permit (upon
notice, lapse of time or both) any holder of any other
Debt of any MDA Party to declare a default
21
- 15 -

on such other Debt or cause a payment thereof to be
accelerated or payable prior to its stated maturity.

(74) "NON-RECOURSE SUBSIDIARY" means a subsidiary of the Borrower which
does not own any properties or assets other than those acquired
after the Closing Date, and which does not have outstanding any Debt
other than Non-Recourse Debt and Debt to an MDA Party as permitted
hereunder.

(75) "NON-REVOLVING PERIOD" means, with respect to the RTC Facility, the
period commencing on the first day immediately following the last
day of the Revolving Period and ending on the second anniversary of
such last day.

(76) "NOTICE" means an Accommodation Request or an Issue Notice.

(77) "OBLIGATIONS" means, at any time the amount (calculated and
expressed in Cdn. Dollars, with each US Dollar obligation converted
for purposes of such calculation into the Equivalent Amount in Cdn.
Dollars) equal to the sum of:

(a) the Principal Outstanding under the Credit Facilities;

(b) all accrued and unpaid interest thereon and all interest
on accrued and unpaid interest; and

(c) all accrued and unpaid fees, expenses, costs,
indemnities, Increased Costs and other amounts payable to
the Lenders or the Administrative Agent.

(78) "OFFICIAL BODY" means any government (including any federal,
provincial, state, territorial, municipal or local government) or
political subdivision or any agency, authority, bureau, regulatory
or administrative authority, central bank, monetary authority,
commission, department or instrumentality thereof, or any court,
tribunal, judicial entity, or arbitrator, whether foreign or
domestic.

(79) "PARTICIPANT" shall have the meaning ascribed thereto in section
14.8(3)(a).

(80) "PAYMENT ACCOUNT" means:

(a) for U.S. Dollars - Chase Manhattan Bank, New York, Swift
Address: XXXXXXX0, account number 00002-408-919-9, RBC
Loan Syndications, Toronto, Ontario; or

(b) for Cdn. Dollars - Royal Bank of Canada, Toronto, Swift
Address: XXXXXXX0, account number 00002-266-760-8, RBC
Loan Syndications, Toronto, Ontario;
22
- 16 -

in each case Reference: "MDA", or such other places or accounts as
may be agreed by the Administrative Agent and the Borrower from time
to time and notified to the Lenders.

(81) "PERMIT" means any permit, licence, approval, consent, order, right,
certificate, judgment, writ, injunction, award, determination,
direction, decree, authorization, franchise, privilege, grant,
waiver, exemption and other similar concession or by-law, rule or
regulation (whether or not having the force of Law) of, by or from
any Official Body.

(82) "PERMITTED ENCUMBRANCES" means, in respect of any person at any
time, any one or more of the following:

(a) Liens for taxes, assessments or government charges or
levies not at the time due and delinquent or the validity
of which is being contested at the time by such person in
good faith by proper legal proceedings, and in respect of
which contested Liens the Lenders are of the opinion that
such Liens would not have an MAE;

(b) the Lien of any judgment rendered or claim filed against
such person which such person shall be contesting in good
faith by proper legal proceedings, and in respect of
which the Lenders are of the opinion that such Lien would
not have an MAE;

(c) Liens or privileges imposed by Law such as carriers,
warehousemen's, mechanics and materialmen's Liens and
privileges arising in the ordinary course of business not
at the time due or delinquent or which are being
contested at the time by such person in good faith by
proper legal proceedings, and in respect of which
contested Liens or privileges the Lenders are of the
opinion that such Liens or privileges would not have an
MAE;

(d) undetermined or inchoate Liens incidental to current
operations which have not at such time been filed;

(e) restrictions, easements, rights-of-way, servitudes or
other similar rights in land or immoveable property
(including rights of way and servitudes for railways,
sewers, drains, gas and oil pipelines, gas and water
mains, electric light and power and telephone or
telegraph or cable television conduits, poles, wires and
cables) granted to or reserved by other persons which in
the aggregate do not materially impair the usefulness, in
the operation of the business of such person, of the
property subject to such
23
- 17 -

restrictions, easements, rights-of-way, servitudes or
other similar rights;

(f) the right reserved to or vested in any Official Body, by
the terms of any Permit acquired by such person or by any
Law, to terminate any such Permit or to require annual or
other payments as a condition to the continuance thereof;

(g) the encumbrance resulting from the deposit of cash or
securities in connection with any of the Liens referred
to in paragraphs (a), (b) or (c) of this definition
pending a final determination as to the existence or
amount of any obligation referred to therein, or in
connection with contracts, tenders, leases or
expropriation proceedings, or to secure workmen's
compensation, surety or appeal bonds, costs of litigation
when required by Law and public and statutory
obligations, and any right or refund, set-off or
charge-back available to any bank or the financial
institution;

(h) security given to a public utility or any other Official
Body when required by such utility or other Official Body
in connection with the operations of such person in the
ordinary course of its business;

(i) the reservations, limitations, provisos and conditions,
if any, expressed in any grants from the Crown or any
similar authority;

(j) title defects or irregularities which are of a minor
nature and in the aggregate will not materially impair
the use of the property for the purposes for which it is
held by such person;

(k) Financial Leases and Purchase Money Mortgages securing or
evidencing obligations not in excess of $10 million (or
the equivalent amount in other currencies) in the
aggregate at any time;

(l) cash collateral granted by the Borrower to ABN AMRO Bank
Canada up to $1.75 million to secure a letter of credit
issued by ABN AMRO Bank Canada;

(m) Liens granted in the ordinary course of business on
commercially reasonable terms as part of Permits or
arrangements under material contracts to secure the
return of assets, on terms and conditions satisfactory to
the Lenders, acting reasonably, and including without
limitation the Liens granted by Access BC Information
Services Ltd. to Her Majesty the Queen in Right of
00
- 00 -

xxx Xxxxxxxx xx Xxxxxxx Xxxxxxxx under the security
agreement dated for reference April 8, 1999;

(n) the Liens of the Security;

(o) Liens on property or shares of a person at the time that
such person becomes a Designated Subsidiary; provided,
however, that the Lien may not extend to any other
property or assets owned by such Designated Subsidiary;
provided, further, that such Liens are not created,
incurred or assumed in connection with, or in
contemplation of, or to provide credit support in
connection with, such person becoming a Designated
Subsidiary; and

(p) Liens on property or assets at the time an MDA Party
acquires the property or assets, including any
acquisition by means of an amalgamation, merger or
consolidation with or into an MDA Party; provided,
however, that the Lien may not extend to any other
property or assets owned by such MDA Party; provided,
further, that such Liens are not created, incurred or
assumed in connection with, or in contemplation of, or to
provide credit support in connection with, such
acquisition.

(83) "PERSON" includes an individual, partnership, body corporate,
corporation (including a business trust), joint stock company,
trust, unincorporated association, joint venture and other entity
and any Official Body.

(84) "POWER OF ATTORNEY" means a power of attorney substantially in the
form of schedule 3 annexed hereto.

(85) "PRIME RATE" means, at any time, the greater of:

(a) the rate of interest per annum established and reported
by Royal Bank from time to time as the reference rate of
interest it charges to customers for Canadian Dollar
loans made by it in Canada; and

(b) the sum of:

(i) the average 30 day bankers' acceptance rate as
quoted on Reuters Service page CDOR as at 10:00 a.m.
(Toronto time) on such day, expressed as a rate per
annum; plus

(ii) 100 basis points;
25
- 19 -

as to which a certificate of the Administrative Agent, absent
manifest error, shall be conclusive evidence from time to time.
With each quoted or published change in such rate aforesaid of Royal
Bank there shall be a corresponding change in any rate of interest
payable under this agreement based on the Prime Rate should such
changed rate exceed that set forth in paragraph (b) of this
definition, all without the necessity of any notice thereof to the
Borrower or any other person.

(86) "PRINCIPAL OUTSTANDING" means, at any time, the amount (calculated
and expressed in Cdn. Dollars, with each US Dollar obligation
converted for purposes of such calculation into the Equivalent
Amount in Cdn. Dollars) equal to:

(a) when used in a context pertaining to Accommodations made
by a single Lender under any one or more of the Credit
Facilities, the sum of:

(i) the aggregate principal amount of all Advances then
outstanding made by such Lender under such Credit
Facility or Credit Facilities (including such
Lender's portion of Swingline Advances made under
section 2.1(6)); and

(ii) the Face Amount of all Accommodations then
outstanding made by such Lender under such Credit
Facility or Credit Facilities by way of Bankers'
Acceptances (whether or not held by such Lender) and
Letters of Credit (including such Lender's pro rata
interest in Letters of Credit issued by the Fronting
Lender); and

(b) when used elsewhere in this agreement with reference to
any one or more of the Credit Facilities, the sum of:

(i) the aggregate principal amount of all Advances then
outstanding made by the Lenders under such Credit
Facility or Credit Facilities; and

(ii) the Face Amount of all Accommodations then
outstanding made by the Lenders under such Credit
Facility or Credit Facilities by way of Bankers'
Acceptances (whether or not held by the respective
Lenders) and Letters of Credit.

(87) "PURCHASE MONEY MORTGAGE" means any Lien given (whether or not to
the transferor), assumed or arising by operation of Law to provide
or secure or to
26
- 20 -

provide the obligor with funds to pay the whole or any part of the
consideration for the acquisition or costs of construction of
property where:

(a) the principal amount of such Lien is not in excess of the
cost to the obligor of the property encumbered thereby;

(b) such Lien was created prior to, at the time of or within
120 days after the acquisition, completion of
construction or commencement of full operation of such
property; and

and includes the renewal, extension or refinancing of any such Lien
and of the indebtedness represented thereby upon the same property
provided that the indebtedness secured thereby and the security
therefor are not increased thereby.

(88) "RADARSAT CONTRACT" means the agreement dated December, 1998
entitled "RADARSAT-2 MASTER AGREEMENT" between the Borrower and CSA.

(89) "RECEIVER" includes a receiver, receiver/manager and receiver and
manager.

(90) "REFERENCE LENDERS" means such Lenders as shall be designated for
such purpose by the Borrower and the Administrative Agent.

(91) "RELEASE" includes releasing, spilling, leaking, pumping, pouring,
emitting, emptying, discharging, injecting, escaping, leaching,
disposing or dumping, or permitting any of the foregoing to occur.

(92) "REVOLVING PERIOD" means, with respect to the RTC Facility, the
period commencing on and including the Closing Date and ending on
and including the day that is 364 days after the Closing Date,
subject to extension in accordance with section 2.1(7).

(93) "ROLLOVER" means, in respect of a LIBOR Advance, the continuation
thereof or any portion thereof for a succeeding Interest Period and,
in respect of a Bankers' Acceptance, the issuance of a further
Drawing on any day in a Face Amount not exceeding the Face Amount of
such Bankers' Acceptance, the proceeds of which are used to pay
(directly or indirectly) such Bankers' Acceptance.

(94) "ROYAL BANK" means Royal Bank of Canada, a Canadian chartered bank.
(95) "RTC FACILITY" means the revolving (during the Revolving Period) and
non-revolving (during the Non-Revolving Period) Credit Facility to
be made available to the Borrower by the Lenders by way of Advances,
Bankers' Acceptances and Letters of Credit.
27
- 21 -

(96) "SECURITY" means all items of security given to the Administrative
Agent or any of the Lenders at any time and from time to time to
secure the obligations of any MDA Party hereunder or under any
other Credit Facility Document to which it is a party, including
the security set forth in Article 8.

(97) "SENIOR OFFICER" means, in respect of a corporation, the president
or chief executive officer, the chief financial officer, the chief
legal officer, an executive vice-president, the director of
finance, the comtroller, the secretary, the treasurer or such other
officer as the Administrative Agent may agree to.

(98) "SPECIAL SUBSIDIARY" means a subsidiary of the Borrower that is
neither a Non-Recourse Subsidiary nor a wholly-owned subsidiary.

(99) "SUBORDINATED DEBT" means Debt which is provided to an MDA Party
and is junior in right of payment of principal to the Obligations
and the security for which is subordinated to the Lien of the
Security, all in accordance with a subordination agreement on terms
and conditions satisfactory to the Lenders, acting reasonably; for
greater certainty, such subordination agreement shall contain
restrictions on the ability of the subordinated creditor to
accelerate the subordinated obligations (save as may be necessary
to preserve or prove claims in bankruptcy or insolvency
proceedings), to initiate bankruptcy or insolvency proceedings and
to enforce security.

(100) "SUBSIDIARY" means, at any time in respect of a person, any
corporation or other entity controlled at such time directly or
indirectly by such person, and includes for greater certainty
successive subsidiaries of such subsidiary.

(101) "SWINGLINE ADVANCE" has the meaning set forth in section 2.1(6).

(102) "TAKING" means the expropriation, condemnation or taking by eminent
domain or similar authority, or by any proceeding or purchase in
lieu or anticipation thereof, of any of the Collateral or any
right, title or interest therein by any Official Body.

(103) "TAXES" means all taxes, levies, imposts, stamp taxes, duties,
fees, deductions, withholdings, charges, compulsory loans or
restrictions or conditions resulting in a charge which are imposed,
levied, collected, withheld or assessed by any country or political
subdivision or taxing authority thereof as of the date hereof or at
any time in the future together with interest thereon and penalties
with respect thereto, if any, and any payments of principal,
interest, charges, fees or other amounts made on or in respect
thereof (but excluding any taxes, franchise taxes, levies, imposts
or charge imposed, levied or assessed in respect of or applied on
the overall net income of any Lender, net earnings of any Lender,
net profits of any Lender or capital or place of business of any
Lender or on goods and services purchased by any Lender
28
- 22 -

and any penalties and payments of principal, interest, charges,
fees or other amounts made on or in respect thereof, and excluding
non-resident withholding taxes), and "TAX" and "TAXATION" shall be
construed accordingly.

(104) "TERM FACILITY" means the non-revolving Credit Facility to be made
available to the Borrower by the Lenders by way of Advances and
Bankers' Acceptances.

(105) "THIS AGREEMENT", "HEREIN", "HEREOF", "HERETO" and "HEREUNDER" and
similar expressions mean and refer to this agreement as
supplemented or amended and not to any particular Article, section,
paragraph, schedule or other portion hereof; and the expressions
"ARTICLE", "SECTION", "PARAGRAPH" and "SCHEDULE" followed by a
number or letter mean and refer to the specified Article, section,
paragraph or schedule of this agreement.

(106) "US DOLLARS, "UNITED STATES DOLLARS" AND "US$" each mean lawful
money of the United States of America in same day immediately
available funds or, if such funds are not available, the form of
money of the United States of America that is customarily used in
the settlement of international banking transactions on the day
payment is due hereunder.

(107) "WHOLLY-OWNED SUBSIDIARY"means a subsidiary of the Borrower owned
(a) as to 100% directly or indirectly by the Borrower, or (b) as to
at least 85% directly or indirectly by the Borrower and as to no
more than 15% by directors, officers or employees of the Borrower
or its subsidiaries.

1.2 COMPUTATION OF TIME PERIODS.

(1) Inclusion Rules. In this agreement, in the computation of
periods of time from a specified date to a later specified
date, unless otherwise expressly stated, the word "FROM" means
"FROM AND INCLUDING" and the words "TO" and "UNTIL" each mean
"TO BUT EXCLUDING".

(2) Ibid. Where in this agreement a notice must be given a number
of days prior to a specified action, the day on which such
notice is given shall be included and the day of the specified
action shall be excluded.

1.3 ACCOUNTING TERMS. All accounting terms not specifically defined
herein shall be construed, and resulting calculations and
determinations made, in accordance with Cdn. GAAP.

1.4 INCORPORATION OF SCHEDULES. Schedules 1 to 6 annexed hereto shall,
for all purposes hereof, form an integral part of this agreement.
29
- 23 -

1.5 GENDER; SINGULAR, PLURAL, ETC. As used herein, each gender shall
include all genders, and the singular shall include the plural and
the plural the singular, as the context shall require.
1.6 USE OF CERTAIN WORDS. The words "including" and "includes", when
either follows any general term or statement, is not to be
construed as limiting the general term or statement to the specific
terms or matters set forth immediately following such word or to
similar items or matters, but rather as referring to all other
items or matters that could reasonably fall within the broadest
possible scope of the general term or statement.

1.7 SUCCESSORS, ETC. In this agreement:

(1) reference to any body corporate shall include successors
thereto, whether by way of amalgamation or otherwise; provided
that transfers and assignments by the Borrower and corporate
and other reorganizations shall nonetheless be undertaken only
in accordance with any restrictions imposed by the terms
hereof;

(2) references to any statute, enactment or legislation or to any
section or provision thereof include a reference to any order,
ordinance, regulation, rule or by-law or proclamation made
under or pursuant to that statute, enactment or legislation and
all amendments, modifications, consolidations, re-enactments or
replacements thereof or substitutions therefor from time to
time; and

(3) reference to any agreement, instrument, Permit or other
document shall include reference to such agreement, instrument,
Permit or other document as the same may from time to time be
amended, supplemented, replaced or restated.

1.8 INTERPRETATION NOT AFFECTED BY HEADINGS, ETC. The division of this
agreement into Articles and sections and the insertion of headings
are for convenience of reference only and shall not affect the
construction or interpretation hereof.

1.9 GENERAL PROVISIONS AS TO CERTIFICATES AND OPINIONS, ETC. Whenever
the delivery of a certificate is a condition precedent to the
taking of any action by the Administrative Agent or any Lender
hereunder, the truth and accuracy of the facts and the diligent and
good faith determination of the opinions stated in such certificate
shall in each case be conditions precedent to the right of the
Borrower to have such action taken, and any certificate executed by
the Borrower shall be deemed to represent and warrant that the
facts stated in such certificate are true and accurate.
30
- 24 -

ARTICLE 2
THE CREDIT FACILITIES

2.1 CREDIT FACILITIES.

(1) Commitment. The Credit Facilities to be made available,
subject to the terms and conditions of this agreement, are as
follows:

(a) the RTC Facility, to be made available to the Borrower by
the Lenders on a revolving basis during the Revolving
Period and on a non-revolving basis during the
Non-Revolving Period, in the principal amount of up to but
not exceeding $110 million (or the Equivalent Amount in US
Dollars);

(b) the LC Facility, to be made available to the Borrower by
the Lenders on a non-revolving basis in the aggregate
Face Amount of up to but not exceeding $50 million; and

(c) the Term Facility, to be made available to the Borrower by
the Lenders on a non-revolving basis in the principal
amount of up to but not exceeding $30 million.

Subject to the terms and conditions herein set forth, each
Lender shall make Accommodations available under each of the
RTC Facility, the LC Facility and the Term Facility pro rata on
the basis of their respective Commitments as set forth in
schedule 1 hereto.

Subject to section 2.11, in no event shall a Lender be
obligated to make Accommodations available under a Credit
Facility if after making such Accommodations the Principal
Outstanding of that Lender's Accommodations under all Credit
Facilities would exceed that Lender's Commitment.

Each Lender shall make Accommodations available to the Borrower
through its relevant Lending Branch.

(2) Purposes. The Credit Facilities shall be used only for the
following purposes:

(a) in the case of the RTC Facility, for general corporate
purposes, including without limitation for acquisitions;

(b) in the case of the LC Facility, for the Issuance of
Letters of Credit in favour of CSA with respect to the
construction of Radarsat II; and
31
- 25 -

(c) in the case of the Term Facility, for general corporate
purposes, including without limitation for acquisitions
and to refinance Debt incurred in connection with past
acquisitions.

(3) Accommodations. Subject to the terms and conditions of this
agreement, Accommodations shall be made available under the
Credit Facilities as follows:

RTC FACILITY

Prime Rate Advances
Base Rate Advances
LIBOR Advances
Bankers' Acceptances
Letters of Credit (in both Cdn. Dollars and US Dollars)
LC FACILITY

Letters of Credit (in Cdn. Dollars only)

TERM FACILITY

Prime Rate Advances
Base Rate Advances
LIBOR Advances
Bankers' Acceptances

provided that:

(a) the aggregate Face Amount of EDC-Insured Letters of Credit
issued under the RTC Facility shall not at any time exceed
$25 million (or the Equivalent Amount in US Dollars); not
later than ten days before the end of each Financial
Quarter, the Borrower shall designate in writing to the
Administrative Agent the amount, up to $25 million, that
will be available by way of EDC-Insured Letters of Credit
under the RTC Facility; provided that, if the Borrower
shall fail to give such notice, the availability by way of
EDC-Insured Letters of Credit will be deemed to be $25
million.

(b) Letters of Credit shall be available under the LC Facility
in two tranches, namely (1) EDC-Insured Letters of Credit
up to an aggregate Face Amount at any time not exceeding
$25 million, and (2) other Letters of Credit up to an
aggregate Face Amount at any time not exceeding $25
million and at all times
32
- 26 -

accommodations under the LC Facility shall be apportioned
equally between EDC-Insured Letters of Credit and other
Letters of Credit; and

(4) Minimum Amounts. Subject to the Majority Lenders in any
specific instance waiving such requirement, the following
minimum amounts shall apply in respect of certain Borrowings
and Drawings requested under each Accommodation Request:

(a) each Bankers' Acceptance shall be in a Face Amount of
$100,000 or a whole multiple thereof;

(b) the aggregate of the Face Amount of Bankers' Acceptances
requested in a Drawing shall be at least $5 million and a
whole multiple of $1 million;

(d) the aggregate of the Base Rate Advances and LIBOR Advances
requested shall be at least US$5 million (and, in the case
of LIBOR Advances, whole multiples of US$1 million).

(5) Revolving Repayments. Each of the LC Facility, the RTC
Facility (during the Non-Revolving Period) and the Term
Facility shall not revolve, and amounts repaid or prepaid
thereunder may not be the subject of any further Accommodations
(other than by way of Conversions or Rollovers). During the
Revolving Period, the RTC Facility is a so-called "revolving"
facility and amounts repaid thereunder may be made the subject
of a further Accommodation (subject to compliance with the
terms and conditions of this agreement); repayments of the RTC
Facility in accordance with its revolving nature during the
Revolving Period shall be made on one Business Day's notice for
Prime Rate Advances and Base Rate Advances, and three Business
Days' notice for LIBOR Advances.

Any portion of the Commitments of the Lenders allocated to the
Term Facility not made the subject of an Accommodation on or
before December 31, 2000 shall be cancelled as at such date.

(6) Swingline Advances. In the event that the Borrower has a
requirement for a Prime Rate Advance or a Base Rate Advance in
same day funds in
33
- 27 -

a minimum amount of $1 million and multiples of $100,000 (or in
each case the Equivalent Amount in US Dollars) up to $10
million (or the Equivalent Amount in US Dollars in the
aggregate), the Borrower may (subject to satisfaction of
applicable terms and conditions hereof) obtain such Advance (in
this section 2.1(6), a "SWINGLINE ADVANCE") from the
Administrative Agent alone on a same day basis if the request
is received by the Administrative Agent before 11:00 a.m.
(Toronto time). Each Swingline Advance shall be deemed to
constitute a utilization of the RTC Facility from each Lender
pro rata on the basis of their respective Commitments (and the
risk of each Swingline Advance, and payments on account
thereof, shall be allocated and shared among the Lenders in
accordance with section 14.1) and may not be outstanding more
than five Business Days. The Borrower shall, on or before the
fifth Business Day forthwith following the making of a
Swingline Advance, repay such Swingline Advance in full,
together with all accrued or unpaid interest, either from its
own resources or with the proceeds of an Accommodation, failing
which the Borrower shall be deemed to have delivered to the
Administrative Agent at the close of business in Vancouver on
such fifth Business Day an Accommodation Request requesting a
Prime Rate Advance or a Base Rate Advance (as the case may
be)in the amount of such Swingline Advance. The proceeds of
the funding by the other Lenders under such Accommodation
Request shall be applied by the Administrative Agent to repay
the Administrative Agent that portion of the Swingline Advance
that does not represent its pro rata share thereof.

(7) Extensions. On an annual basis, the Borrower may request an
extension of the 364 day Revolving Period for an additional 364
days, by giving notice to the Administrative Agent for delivery
to each Lender not more than 90 and not less than 60 days prior
to the end of the then current Revolving Period. No later than
25 days prior to the end of the then current Revolving Period,
each Lender shall notify the Agent of its election (which
election may be made in its sole and absolute discretion) to
extend or not extend the then applicable Revolving Period.
Failure by a Lender to so notify the Administrative Agent shall
be deemed to be an election by such Lender not to extend.
Subject to the consent of the Majority Lenders, the
Administrative Agent may extend the Revolving Period for an
additional 364 day period, such extension applying only to
those Lenders which provided their consent to the extension.
In the case of any Lender not consenting (or being deemed not
to consent) to an extension (a "NON-CONSENTING LENDER"), its
Commitment allocated to the RTC Facility shall be reduced as at
the end of the then current Revolving Period by an amount equal
to the difference between such Commitment so allocated and the
Principal Outstanding owed to it under the RTC Facility at such
time.
34
- 28 -

At its option, the Borrower may:

(a) as to the entire Commitment of the Non-Consenting Lender
or only its Commitment allocated to the RTC Facility,
replace such Non-Consenting Lender with one or more
Lenders or by a new Lender satisfactory to the Borrower
and the Administrative Agent; or

(b) prepay the Obligations owed to such Non-Consenting Lender
under the RTC Facility.

If and to the extent that the portion of the Commitments of the
Non-Consenting Lenders under the RTC Facility are not assumed
or prepaid, the Principal Outstanding owed to each
Non-Consenting Lender under the RTC Facility shall mature and
be payable in full on the second anniversary of the last day of
the then current Revolving Period.

2.2 REPAYMENT.

(1) RTC Facility Repayment. The Principal Outstanding under the RTC
Facility will be repaid in full on its Final Maturity Date.

(2) LC Facility Repayment. The Principal Outstanding under the LC
Facility will be repaid in full on its Final Maturity Date.

(3) Term Facility Repayment. The Principal Outstanding under the Term
Facility will be repaid in full on its Final Maturity Date.

(4) Interest. At the same time as any mandatory or voluntary repayment
or prepayment of principal is made hereunder, the Borrower shall
also pay all accrued and unpaid interest on the principal amount
being repaid or prepaid.

(5) Foreign Exchange Fluctuations. If at any time the Principal
Outstanding under any Credit Facility, as calculated by the
Administrative Agent as at the first day of a calendar month, shall
exceed 105% of the relevant maximum amount set forth in section
2.1(1) by virtue of a change in the Equivalent Amount in Cdn.
Dollars of Accommodations made in US Dollars, the Borrower shall
within five Business Days following demand therefor by the
Administrative Agent at the Borrower's election either (a) pay to
the Administrative Agent such amount as is required to reduce such
Principal Outstanding to, or below, such relevant maximum amount,
or (b) pay such excess amount to the Administrative Agent, to be
held by the Administrative Agent as cash collateral security for
the Obligations.
35
- 29 -

2.3 [INTENTIONALLY DELETED]

2.4 VOLUNTARY REDUCTIONS AND PREPAYMENTS.

(1) Reductions of Commitments. The Borrower shall have the right at
any time and from time to time, without penalty or bonus, upon at
least three Business Days' prior notice to the Administrative Agent
in the form of schedule 6 annexed hereto, to terminate the whole or
reduce in part on a permanent basis the unused portion of the
Commitments of the Lenders in respect of the a Credit Facility (pro
rata among the Lenders on the basis of their respective
Commitments) provided that each partial reduction shall be in an
aggregate minimum amount of $5 million and multiples in excess
thereof of $1 million.

(2) Prepayment of Credit Facilities. In addition to repayments made
under the RTC Facility during the Revolving Period in accordance
with the revolving nature thereof under section 2.1(5), the
Borrower shall have the right at any time and from time to time,
without penalty or bonus but subject to section 11.5, upon at least
three Business Days' prior notice to the Administrative Agent, to
effect a voluntary prepayment on account of the Principal
Outstanding under a Credit Facility, which prepayment (subject to
the Majority Lenders in any specific instance waiving such
requirement) shall be in an aggregate minimum amount of $5 million
and multiples in excess thereof of $1 million or in the full amount
of such Principal Outstanding.

(3) Order. Any prepayment under section 2.4(2) shall reduce the
Commitments of the Lenders in respect of the relevant Credit
Facility on a permanent basis (pro rata among such Lenders on the
basis of their respective Commitments).

2.5 PAYMENTS.

(1) Payment Account. The Borrower shall make each payment to be made
hereunder not later than 10:00 a.m. (Vancouver time) in the
currency of the Accommodation or other obligation in respect of
which such payment is made (be it Canadian Dollars or US Dollars)
on the day (subject to section 2.5(2)) when due, in same day funds,
by deposit of such funds to the Payment Account.

(2) Business Day. Subject to the next following sentence, whenever any
payment hereunder is due on a day other than a Business Day, such
payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation
of interest or fees, as the case may be. If any such extension
would cause any payment of interest or
36
- 30 -

fees on an Accommodation to be made in the next following calendar
month, such payment shall be made on the last preceding Business
Day.

(3) Application. Unless otherwise provided herein, all amounts
received by the Administrative Agent on account of the Obligations
shall be applied by the Administrative Agent as follows:

(a) first, to fulfil the Borrower's obligation to pay accrued and
unpaid interest due and owing (including interest on overdue
interest and on other amounts);

(b) second, to fulfil the Borrower's obligation to pay any fees
which are due and owing to the Lenders hereunder (including
those fees set forth in section 2.7), and any Increased Costs
and other unpaid costs, expenses and other amounts payable to
the Lenders in connection with any of the Credit Facility
Documents;

(c) third, to fulfil the Borrower's obligation to pay any amounts
due and owing on account of Principal Outstanding under the
Credit Facilities (including in respect of the Face Amount of
outstanding Bankers' Acceptances and Letters of Credit); and

(d) fourth, to the Borrower or as any court of competent
jurisdiction may otherwise direct.

(4) Pro Rata Basis. All payments of principal, interest and fees
herein set forth, unless otherwise expressly stipulated, shall bE
made for the account of, and distributed by the Administrative
Agent to, the Lenders pro rata on the basis of their respective
Commitments.

2.6 COMPUTATIONS.

(1) Basis. All computations of:

(a) interest based on the Prime Rate or the Base Rate shall be made
by the Administrative Agent on the basis of a year of 365 days
or, in the case of a leap year, 366 days and the actual number
of days (including the first day but excluding the last day)
occurring in the period for which such interest is payable; and

(b) interest based on LIBOR shall be made by the Administrative
Agent on the basis of a year of 360 days and the actual number
of days (including the first day but excluding the last day)
occurring in the period for which such interest is payable.

All computations of fees shall be made by the Administrative Agent
on the basis of a year of 365 days or, in the case of a leap year,
366 days and the actual number of days (including the
37
- 31 -

first day but excluding the last day) occurring in the period for
which such fees are payable. Each determination by the
Administrative Agent of an amount of interest or fees payable by
the Borrower hereunder shall be conclusive and binding for all
purposes, absent demonstrated error.

(2) Interest Act (Canada). For purposes of disclosure pursuant to the
Interest Act (Canada), the yearly rate of interest to which any
rate of interest based on LIBOR is equivalent may be determined by
multiplying the applicable rate by a fraction, the numerator of
which is the number of days to the same calendar date in the next
calendar year (or 365 days if the calculation is made as of
February 29) and the denominator of which is 360.

2.7 FEES. The Borrower shall pay to the Administrative Agent the following
fees, calculated as follows:

(1) in respect of each of the RTC Facility and the LC Facility, a
facility fee (for the account of the Lenders pro rata on the basis
of their respective Commitments) payable by the Borrower at the
rate per annum equal to the applicable percentage set forth in the
definition of Applicable Margin on the aggregate Commitments
allocated to such Credit Facility; such fee shall be payable in
Cdn. Dollars, calculated daily from the Closing Date to the
applicable Final Maturity Date, and payable quarterly in arrears on
the first day of each of January, April, July, and October and on
such Final Maturity Date;

(2) in respect of the Term Facility, a standby fee (for the account of
the Lenders pro rata on the basis of their respective Commitments)
payable by the Borrower at the rate per annum equal to the
applicable percentage set forth in the definition of Applicable
Margin on the difference between the aggregate Commitments
allocated to such Credit Facility and the Principal Outstanding
thereunder; such fee shall be payable in Cdn. Dollars, calculated
daily from the Closing Date to December 31, 2000, and payable
quarterly in arrears on each of July 1, 2000, October 1, 2000 and
January 1, 2001; and

(3) the fees agreed with the Administrative Agent in a letter of even
date.

2.8 INTEREST ON OVERDUE AMOUNTS. Except as otherwise provided in this
agreement, each amount owed by the Borrower to a Lender which is not paid
when due (whether at stated maturity, on demand, by acceleration or
otherwise) shall bear interest (both before and after judgment), from the
date on which such amount is due until such amount is paid in full,
payable on demand, at a rate per annum equal at all times to the Base Rate
(in the case of amounts denominated in US Dollars) or the Prime Rate (in
the case of amounts denominated in Cdn. Dollars), in each case plus two
(2%) percent per annum in excess of the Applicable Margin.

2.9 WHERE BORROWER FAILS TO PAY. Unless the Administrative Agent has been
notified in writing by the Borrower at least one Business Day prior to the
date on which any payment
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to be made by the Borrower hereunder is due that the Borrower does not
intend to remit such payment, the Administrative Agent may, in its
discretion, assume that the Borrower has remitted such payment when so due
and the Administrative Agent may, in its discretion and in reliance upon
such assumption, make available to each Lender on such payment date an
amount equal to the portion of such payment which is due to such Lender
pursuant to this agreement. If the Borrower does not in fact remit such
payment to the Administrative Agent, the Administrative Agent shall
promptly notify each Lender and each such Lender shall forthwith on demand
repay to the Administrative Agent an amount equal to the portion of such
assumed payment made available to such Lender, together with interest
thereon until the date of repayment thereof at a rate determined by the
Administrative Agent (such rate to be conclusive and binding on such
Lender) in accordance with the Administrative Agent's usual banking
practice for similar advances to financial institutions of like standing
as such Lender but in no event greater than the Prime Rate.

2.10 ACCOUNT DEBIT AUTHORIZATION. The Borrower authorizes and directs the
Administrative Agent, in its discretion, to automatically debit, by
mechanical, electronic or manual means, the Borrower Account and all other
bank accounts of the Borrower maintained with Royal Bank (for so long as
Royal Bank is Administrative Agent hereunder) for all amounts due and
payable under this agreement on account of principal, interest and fees
hereunder comprised in the Obligations.

2.11 ADMINISTRATIVE AGENT'S DISCRETION ON ALLOCATION. In the event that it is
not practicable to:

(1) allocate an Accommodation pro rata in accordance with sections 3.2,
4.1(2) or 5.4 by reason of the occurrence of circumstances
described in Article 11;

(2) allocate a Drawing among the Lenders in accordance with section
4.1(2) such that the aggregate amount of Bankers' Acceptances
required to be accepted hereunder complies with the minimum amounts
or increments set forth in section 2.1(4); or

(3) allocate an Issuance among the Lenders such that the Letter of
Credit required to be issued by each Lender complies with the
reasonable commercial requirements of the Borrower or the
Beneficiary;

the Administrative Agent is authorized by the Borrower and each Lender to
make such allocation as the Administrative Agent determines in its sole
and unfettered discretion may be equitable in the circumstances. All fees
in respect of any such Drawing or Issuance shall be adjusted, as among the
Lenders, by the Administrative Agent accordingly.

2.12 ROLLOVER AND CONVERSION.
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(1) General. Subject to the terms and conditions of this agreement,
the Borrower may from time to time request that any Bankers'
Acceptance or type of Advance or any portion thereof be rolled over
or converted in accordance with the provisions hereof.

(2) Request. Each request by the Borrower for a Rollover or Conversion
shall be made by the delivery of a duly completed and executed
Accommodation Request to the Administrative Agent and the
provisions of Articles 3 or 4 shall apply to each request for a
Rollover or Conversion as if such request were a request thereunder
for a Borrowing or a Drawing (as the case may be).

(3) Effective Date. Each Rollover or Conversion of a LIBOR Advance or
Bankers' Acceptance shall be made effective as of, in the case of a
LIBOR Advance, the last day of the subsisting Interest Period and,
in the case of a Bankers' Acceptance, the maturity date applicable
thereto.

(4) Failure to Elect. If the Borrower does not deliver an
Accommodation Request at or before the time required by section
2.12(2) and:

(a) in the case of a Bankers' Acceptance fails to give two Business
Days prior notice that it will pay to the Administrative Agent
for the account of the applicable Lender (or Participant) the
Face Amount thereof on the maturity date or if the Borrower
gives such notice but fails to act in accordance with it, the
Borrower shall be deemed to have requested a Conversion of the
Face Amount thereof to a Prime Rate Advance and all of the
provisions hereof relating to a Prime Rate Advance shall apply
thereto; or

(b) in the case of a LIBOR Advance, fails to give three Business
Days prior notice that it will pay to the Administrative Agent
for the account of the applicable Lender the principal amount
thereof at the end of the relevant Interest Period or if the
Borrower gives such notice but fails to act in such accordance
with it, the Borrower shall be deemed to have requested a
Conversion of such LIBOR Advance to a Base Rate Advance, and
all of the provisions hereof applicable to Base Rate Advances
shall apply thereto.

ARTICLE 3
ADVANCES

3.1 ADVANCES.
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(1) Commitment. Each Lender agrees (on a several basis with the other
Lenders under each relevant Credit Facility, up to the amount of
such Lender's Commitment allocated to such Credit Facility), on the
terms and conditions herein set forth, from time to time on any
Business Day prior to the relevant Final Maturity Date, to make
Advances under each relevant Credit Facility.

(2) Amounts. The aggregate principal amount of each Borrowing shall
comply with section 2.1(4).

3.2 MAKING THE ADVANCES.

(1) Notice. Each Borrowing shall be made on at least three Business
Days' (in the case of LIBOR Advances) or one Business Day's (in the
case of other types of Advance) prior notice given not later than
10:00 a.m. (Vancouver time) by the Borrower to the Administrative
Agent, and the Administrative Agent shall give to each Lender
prompt notice thereof and of such Lender's rateable portion of each
type of Borrowing to be made under the Borrowing. Each such notice
of a Borrowing shall be given by way of an Accommodation Request or
by telephone (confirmed promptly in writing), with the same
information as would be contained in an Accommodation Request,
including the requested date of such Borrowing and the aggregate
amount of each type of Advance comprising such Borrowing.

(2) Lender Funding. Each Lender shall, before 10:00 a.m. (Vancouver
time) on the date of the requested Borrowing, deposit to the
Payment Account in same day funds such Lender's rateable portion
(subject to section 2.11) of each type of Advance comprising such
Borrowing (in Canadian Dollars, in the case of Prime Rate Advances,
and in US Dollars, in the case of LIBOR Advances and Base Rate
Advances). Promptly upon receipt by the Administrative Agent of
such funds and upon fulfilment of the applicable conditions set
forth in Article 6, the Administrative Agent will make such funds
available to the Borrower by debiting such account (or causing such
account to be debited), and by crediting the Borrower Account (or
causing such account to be credited) with such Advances.

(3) Failure by Lender to Fund. Unless the Administrative Agent shall
have received notice from a Lender prior to the date of any
Borrowing that such Lender will not make available to the
Administrative Agent such Lender's rateable portion of each type of
Advance comprising such Borrowing, the Administrative Agent may
assume that such Lender has made each such portion available to the
Administrative Agent on the date of such Borrowing in accordance
with section 3.2(2) and the Administrative Agent may, in reliance
upon such assumption, make available to the
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Borrower on such date corresponding amounts. If and to the extent
that such Lender shall not have made its rateable portions
available to the Administrative Agent, such Lender shall pay such
corresponding amounts to the Administrative Agent forthwith on
demand. If such Lender shall pay such corresponding amounts to the
Administrative Agent, the amounts so paid shall constitute such
Lender's rateable portions of such Borrowing for the purposes of
this agreement. The Administrative Agent shall also be entitled to
recover from such Lender interest on such corresponding amounts,
for each day from the date such amounts were made available by the
Administrative Agent to the Borrower until the date such amounts
are repaid to the Administrative Agent, at a rate per annum equal
to:

(a) in the case of Prime Rate Advances, the Bank of Canada rate in
effect from time to time; and

(b) in the case of Base Rate Advances and LIBOR Advances, such rate
as is customary from time to time for interbank payments of
this nature;

together with the Administrative Agent's reasonable administrative
fee. If such Lender shall not pay such corresponding amounts to
the Administrative Agent forthwith on demand, the Borrower shall
pay such corresponding amounts (together with accrued and unpaid
interest at the applicable rate herein set forth for each type of
Advance) to the Administrative Agent within two Business Days of
demand being made upon it.

(4) Ibid. The Administrative Agent shall notify the Borrower of the
failure of any Lender to make an Advance if:

(a) such failure has not been remedied within seven days; or

(b) the Administrative Agent reasonably believes that such failure
was caused by any reason other than a technical failure or as a
result of a defect in the arrangements hereunder for funding
Advances.

The Administrative Agent shall not be liable to the Borrower or any
Lender in respect of notice given or not given pursuant to this
section 3.2(4). In the event of the continuing failure by any
Lender (in this section 3.2(4), the "DEFAULTING LENDER") to make an
Advance, the Borrower and the Administrative Agent shall use their
reasonable best efforts to arrange for one or more other persons
(in this section 3.2(4), the "ASSUMING LENDER") reasonably
satisfactory to the Borrower and the other Lenders to assume all or
a portion of the relevant Commitments and acquire the outstanding
Accommodations and other rights and interests of the defaulting
Lender hereunder. The assuming Lender and defaulting Lender shall
execute all such documents as may be reasonably required by the
Administrative Agent and the Borrower to effect such assumption and
acquisition.
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3.3 INTEREST ON ADVANCES. The Borrower shall pay interest on the unpaid
principal amount of each Advance at the following rates per annum:

(1) Prime Rate Advances. If and so long as such Advance is a Prime
Rate Advance, at a rate per annum equal at all times to the sum of
the Prime Rate in effect from time to time plus the Applicable
Margin, calculated daily and payable in Cdn. Dollars in arrears:

(a) monthly on the last Business Day of each month; and

(b) when such Prime Rate Advance becomes due and payable in full or
is the subject of a Conversion.

(2) Base Rate Advances. If and so long as such Advance is a Base Rate
Advance, at a rate per annum equal at all times to the sum of the
Base Rate in effect from time to time plus the Applicable Margin,
calculated daily and payable in U.S. Dollars in arrears:

(a) monthly on the last Business Day of each month; and

(b) when such Base Rate Advance becomes due and payable in full or
is the subject of a Conversion.

(3) LIBOR Advances. If and so long as such Advance is a LIBOR Advance,
at a rate per annum equal at all times during each Interest Period
for such LIBOR Advance to the sum of LIBOR for such Interest Period
plus the Applicable Margin, calculated daily and payable in US
Dollars:

(a) at the end of each Interest Period (except where such Interest
Period exceeds three months in duration, in which case such
interest shall be payable on the dates falling every three
months following the commencement of the Interest Period and,
finally, at the end of such Interest Period); and

(b) when such LIBOR Advance becomes due and payable in full or is
the subject of a Conversion.

ARTICLE 4
BANKERS' ACCEPTANCES

4.1 ACCEPTANCES.

(1) Commitment. each Lender agrees (on a several basis with the other
Lenders under each relevant Credit Facility, up to the amount of
such Lender's Commitment allocated to such Credit Facility), on the
terms and conditions herein set forth, from time to time on any
Business Day prior
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to the relevant Final Maturity Date, under each relevant Credit
Facility to create Bankers' Acceptances.

(2) Amounts. Each Drawing shall be in a Face Amount not less than the
minimum amount (or requisite multiple in excess thereof) set forth
in section 2.1(4) and shall consist of the creation of Bankers'
Acceptances, effected or arranged by the Lenders in accordance with
section 4.4, rateably according to their respective Commitments
(subject to section 2.11).

4.2 DRAWDOWN REQUEST.

(1) Notice. Each Drawing shall be made on at least two Business Days'
prior notice, given not later than 10:00 a.m. (Vancouver time) by
the Borrower to the Administrative Agent and the Administrative
Agent shall give to each Lender prompt notice thereof and of such
Lender's rateable portion thereof. Each such notice of a Drawing
shall be given by way of an Accommodation Request or by telephone
(confirmed promptly in writing) with the same information as would
be contained in an Accommodation Request, including the requested
Drawing Date and the Face Amounts of the Bankers' Acceptances.

(2) Maturity. The Borrower shall not request in an Accommodation
Request a term for Bankers' Acceptances which would end on a date
subsequent to the relevant Final Maturity Date or that would
conflict with any repayment stipulated herein.

4.3 FORM OF BANKERS' ACCEPTANCES.

(1) Form. Each Bankers' Acceptance shall:

(a) be in a Face Amount allowing for conformance with section
4.1(2);

(b) be dated the Drawing Date;

(c) mature and be payable by the Borrower (in common with all other
Bankers' Acceptances created in connection with such Drawing)
on a Business Day which occurs approximately one, two, three or
six months after the date thereof, subject to availability; and

(d) be in a form satisfactory to the relevant Lender.

(2) Applicability of DBNA. It is the intention of the parties that
each Bankers' Acceptance accepted by a Lender under this agreement
shall be issued in the form of a "depository xxxx" (as that term is
defined in the Depository Bills and Notes Act (Canada) (the
"DBNA")), be deposited with The Canadian
44
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Depository for Securities Limited and be made payable to "CDS &
Co." The Administrative Agent and the Lenders shall effect the
following practices and procedures and, subject to the approval of
the Majority Lenders, establish and notify the Borrower and the
Lenders of any additional procedures, consistent with the terms of
this agreement and the requirements of the DBNA, as are reasonably
necessary to accomplish this intention:

(a) each Bankers' Acceptance accepted and purchased by a Lender
hereunder shall have marked prominently and legibly on its face
and within its text, at or before the time of issue, the words
"This is a depository xxxx subject to the Depository Bills and
Notes Act";

(b) any reference to authentication of that Bankers' Acceptance
will be removed; and

(c) that Bankers' Acceptance shall not be marked with any words
prohibiting negotiation, transfer or assignment of it or of an
interest in it.

(3) Grace. The Borrower hereby waives presentment for payment and any
other defence to payment of any amounts due in respect of any
Bankers' Acceptance, and hereby renounces, and shall not claim, any
days of grace for the payment of any Bankers' Acceptance.

4.4 COMPLETION OF BANKERS' ACCEPTANCE. Upon receipt of the notice from the
Administrative Agent pursuant to section 4.2(1), each Lender is thereupon
authorized to execute Bankers' Acceptances as the duly authorized attorney
of the Borrower pursuant to a Power of Attorney, in accordance with the
particulars provided by the Administrative Agent.

4.5 PROCEEDS. In the case of a Drawing, each Lender shall, for same day value
on the Drawing Date specified by the Borrower in the applicable Drawing
Notice, credit the Payment Account with the applicable Discount Proceeds
of the Bankers' Acceptances purchased by that Lender to the Agent Bank for
the account of the Borrower.

4.6 STAMPING FEE. The Borrower shall pay to each Lender a stamping fee in
Canadian dollars. Such stamping fee shall be payable by the Borrower in
advance, on the Drawing Date, and shall be calculated on the Face Amount
of such Bankers' Acceptances on the basis of the number of days in the
term of such Bankers' Acceptances (including the Drawing Date but
excluding the maturity date) at a rate per annum equal to the applicable
percentage set forth in the definition of Applicable Margin.

4.7 PAYMENT AT MATURITY. The Borrower shall pay to the Administrative Agent,
and there shall become due and payable, on the maturity date for each
Bankers' Acceptance an
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amount in same day funds equal to the Face Amount of the Bankers'
Acceptance. The Borrower shall make each payment hereunder in respect of
Bankers' Acceptances by deposit of the required funds to the Payment
Account. Upon receipt of such payment, the Administrative Agent will
promptly thereafter cause such payment to be distributed to the Lenders in
like funds relating to the payment of Bankers' Acceptances rateably (based
on the proportion that the Face Amount of Bankers' Acceptances accepted by
a Lender maturing on the relevant date bears to the Face Amount of
Bankers' Acceptances accepted by all the Lenders maturing on such date).
Such payment to the Administrative Agent shall satisfy the Borrower's
obligations under a Bankers' Acceptance to which it relates and the
accepting institution shall thereafter be solely responsible for the
payment of such Bankers' Acceptance.

Unless the Borrower notifies the Administrative Agent prior to 10:00 a.m.
(Vancouver time) two Business Days' immediately prior to the maturity date
of a Bankers' Acceptance that the Borrower intends to pay to the
Administrative Agent the Face Amount thereof with funds other than the
proceeds of Advances, (i) the Borrower shall be deemed to have given an
Accommodation Request to the Administrative Agent requesting the Lenders
to make a Prime Rate Advance on such maturity date in an amount equal to
such Face Amount, and (ii) the Lenders shall, on such maturity date, make
such Prime Rate Advance and apply the proceeds thereof to payment of such
Face Amount.

4.8 DELIVERY OF POWER OF ATTORNEY RESPECTING BANKERS' ACCEPTANCES. As a
condition precedent to each Lender's obligation to accept Bankers'
Acceptances hereunder, the Borrower shall have delivered to such Lender a
duly executed Power of Attorney, enabling such Lender to execute and
deliver Bankers' Acceptances for and on behalf of the Borrower. No Lender
shall be liable for any damage, loss or other claim arising by reason of
any loss or improper use of any draft or Bankers' Acceptances executed in
blank except any such damage, loss or claim arising by reason of the gross
negligence, wilful misconduct or fraud of such Lender or its officers,
employees, agents or representatives or arising by reason of such Lender
or its officers, employees, agents or representatives failing to exercise
such care in the custody and safekeeping of such draft or Bankers'
Acceptances as it would exercise in the custody and safekeeping of similar
property owned by it.

4.9 PREPAYMENTS. Except as required by section 2.2(5) or 4.10, no payment of
the Face Amount of a Bankers' Acceptance shall be made by the Borrower to
a Lender prior to the maturity date thereof. Any such required payment
made before the applicable maturity date shall be held by the
Administrative Agent as cash collateral security to provide for or to
secure payment of the Face Amount of such outstanding Bankers' Acceptance
upon maturity. Any such required payment made before the applicable
maturity date by the Borrower to the Administrative Agent shall satisfy
the Borrower's obligations under the Bankers' Acceptance to which it
relates. The accepting institution shall
46
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thereafter be solely responsible for the payment of the Bankers'
Acceptance and shall indemnify and hold the Borrower harmless against any
liabilities, costs or expenses incurred by the Borrower as a result of any
failure by such Lender or Participant to pay the Bankers' Acceptance in
accordance with its terms.

4.10 DEFAULT. Upon the occurrence of an Event of Default and the
Administrative Agent declaring the Obligations to be due and payable
pursuant to section 12.2, and notwithstanding the date of maturity of any
outstanding Bankers' Acceptances, an amount equal to the Face Amount of
all outstanding Bankers' Acceptances which the Lenders are required to
honour shall thereupon forthwith become due and payable by the Borrower to
the Administrative Agent.

4.11 OLD SYSTEM ISSUERS. The parties acknowledge that certain Lenders ("OLD
SYSTEM ISSUERS") may prefer to effect a Drawing by accepting a
non-interest bearing xxxx of exchange, as defined by the Bills of Exchange
Act (Canada), rather than accepting a Bankers' Acceptance in the form of a
"depository xxxx" as defined in the DBNA. The parties agree that should
an Old System Issuer become a Lender, the parties will enter into such
agreement supplemental hereto and in amendment hereof as the
Administrative Agent may reasonably require to accommodate such Old System
Issuer completing and accepting drafts executed in blank by or on behalf
of the Borrower.

ARTICLE 5
LETTERS OF CREDIT

5.1 LETTERS OF CREDIT COMMITMENT. (1) Issuance. Each Lender agrees (on a
several basis with the other Lenders under each relevant Credit Facility,
up to the amount of such Lender's Commitment allocated to such Credit
Facility and subject to sections 2.1(3)(a) and (b)), on the terms and
conditions herein set forth, from time to time on any Business Day prior
to the relevant Final Maturity Date, to issue Letters of Credit under the
RTC Facility and the LC Facility for the account of the Borrower.

(2) Fronting. All Letters of Credit having a Face Amount below
$500,000 or US$500,000 (as the case may be), and all other Letters
of Credit (unless the Borrower shall on a case-by-case basis elect
otherwise), shall be issued on behalf of the Lenders by the
Fronting Lender, and for this purpose:

(a) the Principal Outstanding in respect of such Letters of Credit
shall be considered to be allocated among the Lenders pro rata
on the basis of their respective Commitments.

(b) for greater certainty and without limiting the generality of
section 14.1, the Principal Outstanding among the Lenders shall
be adjusted in the
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circumstances and in the manner contemplated by section 14.1 in
order to reflect the Issuance by the Fronting Lender on behalf
of the Lenders;

(c) the Fronting Lender shall be paid by the Borrower, at the time
of each Issuance, a fronting fee on the basis of the currency
of and in an amount equal to the Face Amount of the Letter of
Credit then being issued multiplied by (i) for the RTC
Facility, ten (10 b.p.) basis points per annum or (ii) for the
LC Facility, five (5 b.p.) basis points per annum, based on the
Issue Date and expiration date of such Letter of Credit.

5.2 NOTICE OF ISSUANCE.

(1) Notice. Each Issuance shall be made on at least three Business
Days' prior notice, given in the form of each issuing Lender's
customary letter of credit application (an "ISSUE NOTICE") not
later than 10:00 a.m. (Vancouver time) by the Borrower to each
issuing Lender (with a copy of each such Notice to the
Administrative Agent). In addition, the Borrower shall execute and
deliver each issuing Lender's customary form of letter of credit
indemnity agreement. In view of the possible allocation of an
Issuance under section 2.11, the Borrower shall consult with the
Administrative Agent prior to any delivery of an Issue Notice.

(2) Maturity. The Borrower shall not request in an Issue Notice a
maturity date for Letters of Credit which would be subsequent to
the applicable Final Maturity Date.

5.3 FORM OF LETTER OF CREDIT. Each Letter of Credit to be issued by a Lender
shall:

(1) be dated the Issue Date; and

(2) comply with the definition of Letter of Credit and shall otherwise
be satisfactory in form and substance to such Lender.

5.4 PROCEDURE FOR ISSUANCE OF LETTERS OF CREDIT.

(1) Issue. On the Issue Date, each issuing Lender will complete and
issue a Letter of Credit in favour of the Beneficiary as specified
by the Borrower in its Issue Notice. Such Letters of Credit shall
be issued by the Lenders pro rata on the basis of their respective
Commitments, subject to sections 2.11 and 5.1(2).

(2) Time for Honour. No Letter of Credit shall require payment against
a conforming draft to be made thereunder on the same Business Day
upon which such draft
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is presented, if such presentation is made after 11:00 a.m. (local
time) on such Business Day.

(3) Text. Prior to the Issue Date, the Borrower shall specify a
precise description of the documents and the verbatim text of any
certificate to be presented by the Beneficiary prior to payment
under the Letter of Credit. The issuing Lender may require changes
in any such documents or certificate.

(4) Conformity. In determining whether to pay under a Letter of
Credit, the issuing Lender shall be responsible only to determine
that the documents and certificates required to be delivered under
such Letter of Credit have been delivered and that they comply on
their face with the requirements of such Letter of Credit.

5.5 PAYMENT OF AMOUNTS DRAWN UNDER LETTERS OF CREDIT. In the event of any
request for a drawing under any Letter of Credit, the issuing Lender may
notify the Borrower (with a copy of the notice to the Administrative
Agent) on or before the date on which it intends to honour such drawing.
The Borrower (whether or not such notice is given) shall reimburse such
Lender on demand by such Lender in Cdn. Dollars or US Dollars, as the case
may be, of an amount, in same day funds, equal to the amount of such
drawing together with interest on such amount from and including the date
of honouring such drawing until payment is made as if it were a Prime Rate
Advance (in the case of a drawing payable in Cdn. Dollars) or a Base Rate
Advance (in the case of a drawing payable in US Dollars).

Unless the Borrower notifies the issuing Lender (copy to the
Administrative Agent) prior to 10:00 a.m. (Vancouver time) on the Business
Day immediately prior to the date of such drawing that the Borrower
intends to reimburse such Lender for the amount of such drawing by payment
to such Lender with funds other than the proceeds of Advances:

(1) the Borrower shall be deemed to have given an Accommodation Request
to the Administrative Agent requesting the Lenders to make, in the
case of a drawing payable in US Dollars, a Base Rate Advance and,
in the case of a drawing payable in Cdn. Dollars, a Prime Rate
Advance, on the date on which such drawing is honoured in an amount
equal to the amount of such drawing; and

(2) subject to the terms and conditions of this agreement (including
those set forth in Article 6), the Lenders shall, on the date of
such drawing, make such Advance in accordance with Article 3 and
the Borrower shall apply the proceeds thereof to the reimbursement
of the issuing Lender for the amount of such drawing.
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5.6 FEES.

(1) Issue Fee. The Borrower shall pay to the Administrative Agent in
respect of each type of Issuance (for the account of the issuing
Lenders, pro rata on the basis of the respective Face Amounts of
the type of Issuance issued by them) an issue fee based on the
currency of the type of Issuance. Such issue fee shall be payable
by the Borrower on the Issue Date, and shall be calculated on the
Face Amount of such type of Issuance on the basis of the term
thereof at a rate per annum equal to the applicable percentage set
forth in the definition of Applicable Margin, with a minimum fee of
$250.

(2) Administration Fee. The Borrower shall pay to each issuing Lender,
upon the issuance, amendment or transfer of each Letter of Credit,
such issuing Lender's standard documentary and administrative
charges for issuing, amending or transferring standby or commercial
letters of credit or letters of guarantee of a similar amount, term
and risk.

5.7 OBLIGATIONS ABSOLUTE. The obligation of the Borrower to reimburse each
issuing Lender for drawings made under any Letter of Credit shall be
unconditional and irrevocable and shall be fulfilled strictly in
accordance with the terms of this agreement under all circumstances,
including:

(1) any lack of validity or enforceability of any Letter of Credit;

(2) the existence of any claim, set-off, defence or other right which
the Borrower may have at any time against a Beneficiary or any
transferee of any Letter of Credit (or any persons for whom any
such transferee may be acting), any Lender or any other person,
whether in connection with this agreement, the Credit Facility
Documents, the transactions contemplated herein and therein or any
unrelated transaction (including any underlying transaction between
the Borrower or an affiliate and the Beneficiary of such Letter of
Credit);

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

(4) payment by an issuing Lender under any Letter of Credit against
presentation of a demand, draft or certificate or other document
which does not comply with the terms of such Letter of Credit
(provided that such payment does not constitute gross negligence or
wilful misconduct, in the case of a standby letter of credit or
letter of guarantee, or breach of the standards of reasonable care
specified in the Uniform Customs, in the case of a commercial
letter of credit); or
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(5) the fact that a Default or an Event of Default shall have occurred
and be continuing.

5.8 INDEMNIFICATION; NATURE OF LENDERS' DUTIES.

(1) Indemnity. In addition to amounts payable as elsewhere provided in
this Article 5, the Borrower hereby agrees to protect, indemnify,
pay and save each issuing Lender and its directors, officers,
employees, agents and representatives harmless from and against any
and all claims, demands, liabilities, damages, losses, costs,
charges and expenses (including legal fees and expenses) which the
indemnitee may incur or be subject to as a consequence, direct or
indirect, of:

(a) the issuance of any Letter of Credit, other than as a result of
the gross negligence or wilful misconduct of the indemnitee, in
the case of a standby letter of credit or letter of guarantee,
or breach of the standards of reasonable care specified in the
Uniform Customs, in the case of a commercial letter of credit;
or

(b) the failure of the indemnitee to honour a drawing under any
Letter of Credit as a result of any act or omission, whether
rightful or wrongful, of any present or future de jure or de
facto government or governmental authority (all such acts or
omissions called in this section 5.8, "GOVERNMENT ACTS").

(2) Risk. As between the Borrower and each issuing Lender, the
Borrower assumes all risks of the acts and omissions of, or misuse
of the Letters of Credit issued by such issuing Lender, by the
respective Beneficiaries of such Letters of Credit and, without
limitation of the foregoing, such issuing Lender shall not be
responsible for:

(a) the form, validity, accuracy, genuineness or legal effect of
any document submitted by any party in connection with the
application for and issuance of such Letters of Credit, even if
it should in fact prove to be in any or all respects invalid,
inaccurate, fraudulent or forged;

(b) the invalidity or insufficiency of any instrument transferring
or assigning or purporting to transfer or assign any such
Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason;

(c) errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they are in cipher;
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(d) errors in interpretation of technical terms;

(e) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof;

(f) the misapplication by the Beneficiary of any such Letter of
Credit of the proceeds of any drawing under such Letter of
Credit; and

(g) any consequences arising from causes beyond the control of such
issuing Lender, including any Government Acts.

None of the above shall affect, impair or prevent the vesting of
any of the Lenders' rights or powers hereunder. No action taken or
omitted by the issuing Lender under or in connection with any
Letter of Credit issued by it or the related certificates, if taken
or omitted in good faith, shall put such issuing Lender under any
resulting liability to the Borrower (provided that such issuing
Lender acts in accordance with the standards of reasonable care
specified in the Uniform Customs, in the case of a commercial
letter of credit, and without gross negligence, in the case of a
standby letter of credit or letter of guarantee).

5.9 DEFAULT. Upon the occurrence of an Event of Default and the
Administrative Agent declaring the Obligations to be due and payable
pursuant to section 12.2, and notwithstanding the expiration date of any
outstanding Letters of Credit, an amount equal to the Face Amount of all
outstanding Letters of Credit, and all accrued and unpaid fees owing by
the Borrower in respect of the issuance of Letters of Credit pursuant to
section 5.4, if any, shall thereupon forthwith become due and payable by
the Borrower to the Administrative Agent and, except for any amount
payable in respect of unpaid fees as aforesaid, such amount shall be held
by the Administrative Agent as cash collateral security to provide for or
to secure payment of the amounts payable under such Letters of Credit in
respect of any drawing thereunder.

The Borrower shall pay to the Administrative Agent the aforesaid amount in
respect of both any Letter of Credit outstanding hereunder and any Letter
of Credit which is the subject matter of any order, judgment, injunction
or other such determination (in this section 5.9, a "JUDICIAL ORDER")
restricting payment by the issuing Lender under and in accordance with
such Letter of Credit or extending such issuing Lender's liability under
such Letter of Credit beyond the expiration date stated therein. Payment
in respect of each such Letter of Credit shall be due in the currency in
which such Letter of Credit is stated to be payable.

The Administrative Agent shall with respect to each such Letter of Credit,
upon the later of:

(1) the date on which any final and non-appealable order, judgment or
other such determination has been rendered or issued either
terminating the applicable Judicial
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Order or permanently enjoining the issuing Lender from paying under
such Letter of Credit; and

(2) the earlier of:

(a) the date on which either the original counterpart of the Letter
of Credit is delivered to the Administrative Agent for
cancellation or the issuing Lender is released by the
Beneficiary from any further obligations in respect thereof;
and

(b) the expiry (to the extent permitted by any applicable Law) of
such Letter of Credit;

pay to the Borrower an amount equal to the difference between the amount
paid to the Administrative Agent by the Borrower pursuant to this section
5.9 and the aggregate amount paid by the issuing Lender under such Letter
of Credit.

ARTICLE 6
CLOSING CONDITIONS

6.1 CLOSING CONDITIONS TO INITIAL AVAILABILITY. The Borrower shall not be
entitled to an Accommodation under the Credit Facilities unless the
conditions precedent set forth in this section 6.1 have been satisfied,
fulfilled or otherwise met to the satisfaction of the Lenders on the
Closing Date, in each case in a manner and in form and substance
satisfactory to the Lenders.

(1) Documents. The Credit Facility Documents (other than each Lender's
form of application, undertaking, indemnity and agreement in
respect of Letters of Credit, Bankers' Acceptances and IRRMs yet to
be issued or entered into) shall have been executed and delivered
to the Administrative Agent, and all registrations, filings or
recordings necessary or desirable to preserve, protect or perfect
the enforceability and first priority of the Liens created by the
Security (subject only to Permitted Encumbrances) shall have been
completed.

(2) Constating Documents. The Administrative Agent shall have received
certified copies of the constating documents of each MDA Party.

(3) Resolutions. The Administrative Agent shall have received
certified copies of resolutions of the boards of directors of each
MDA Party authorizing the execution, delivery and performance of
the Credit Facility Documents to which it is a party.

(4) Incumbency. The Administrative Agent shall have received a
certificate of the secretary or an assistant secretary respectively
of each MDA Party certifying the
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names and the true signatures of the officers authorized to sign
the Credit Facility Documents to which it is a party.

(5) Good Standing. The Administrative Agent shall have received a
certificate of good standing or like certificate in respect of each
MDA Party issued by appropriate government officials of its
jurisdiction of formation and each other jurisdiction where failure
to register or qualify as a foreign or extra-provincial corporation
does not have or could reasonably be expected to have an MAE.

(6) Compliance Certificate. The Administrative Agent shall have
received a compliance certificate under section 10.1(8)(c) based on
the Financial Year ended December 31, 1999.

(7) Fees. The Administrative Agent and the Lenders shall have received
payment of all fees and all reimbursable expenses then due.

(8) Representations and Warranties. All of the representations and
warranties contained herein or in any other Credit Facility
Document shall be true and correct in all material respects on and
as of the Closing Date as though made on and as of such date and
the Administrative Agent shall have received a certificate of a
Senior Officer of each MDA Party so certifying to the Lenders .

(9) No Default. No Default or Event of Default shall have occurred and
be continuing, and the Administrative Agent shall have received a
certificate signed by a Senior Officer of each MDA Party so
certifying to the Lenders.

(10) Financial Statements. The Administrative Agent shall have received
the audited consolidated financial statements of the Borrower for
the Financial Year ended December 31, 1999.

(11) Opinions. The Administrative Agent shall have received favourable
opinions of counsel to the MDA Parties and of Lenders' Counsel.

(12) Due Diligence. The Administrative Agent shall have received (a)
copies of such material contracts as it shall reasonably request,
and (b) a business and financial plan for the Borrower and its
consolidated subsidiaries, including detailed financial projections
for the next three years and underlying assumptions.

(13) Insurance. The Borrower shall have obtained or caused to be
obtained the insurance coverage contemplated by Article 9 and
provided to the Administrative Agent evidence thereof (including,
if requested, certified copies of insurance policies and insurance
certificates issued by its broker).
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(14) Permits. The Administrative Agent shall have received a
certificate of a Senior Officer of the Borrower to the effect that
all Permits required for the respective businesses of the MDA
Parties, including those related to Environmental Laws, are in full
force and effect, except for those with respect to which the
failure to obtain same does not have or could not reasonably be
expected to have an MAE.

(15) No Change. There shall have been no MAE.

(16) Litigation. There shall be no actions, suits or proceedings
(whether or not purportedly on its behalf) pending or threatened
against or affecting any MDA Party before any court or other
judicial or administrative entity which would, if adversely
determined, would have or could reasonably be expected to have an
MAE.

(17) Legality. Since the date hereof, the making, maintenance and
funding of the Credit Facilities shall not, in the opinion of
Lenders' Counsel, have been made unlawful for any Lender by any
Law, or any change therein, or in the published or unpublished
interpretation or application thereof by any Official Body.

(18) Other. The Lenders shall have received such supporting and other
certificates and documentation as the Lenders may reasonably
request.

6.2 GENERAL CONDITIONS FOR ACCOMMODATIONS. The Borrower shall not be entitled
to any Accommodations (other than by Conversion or Rollover) after the
Closing Date unless and until the conditions precedent set forth in this
section 6.2 have been satisfied, fulfilled or otherwise met, in each case
in a manner and in form and substance satisfactory to the Lenders.

(2) Representations and Warranties. All of the representations and
warranties contained herein or in any other Credit Facility
Document shall be true and correct in all material respects on and
as of such date as though made on and as of such date (unless
expressly stated to be made as of the Closing Date or some other
specified date) and the Administrative Agent shall have
55
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received a certificate of a Senior Officer of the Borrower so
certifying to the Lenders.

(3) No Default. No Default or Event of Default shall have occurred and
be continuing and the Administrative Agent shall have received a
certificate of a Senior Officer of the Borrower so certifying to
the Lenders.

(4) Other. The Lenders shall have received such supporting and other
certificates and documentation as the Lenders may reasonably
request.

6.3 CONVERSIONS AND ROLLOVERS. The obligation of the Lenders to make any
Accommodation by Conversion or Rollover under any of the Credit Facilities
shall be subject to the condition precedent that no Default or Event of
Default shall have occurred and be continuing, and a Senior Officer of the
Borrower shall so certify to the Lenders in the applicable Accommodation
Request.

6.4 DEEMED REPRESENTATION. Each of the giving of any Notice and the
acceptance or use by the Borrower of the proceeds of any Accommodation
shall be deemed to constitute a representation and warranty by the
Borrower that on the date of such Notice and on the date of any
Accommodation being provided and after giving effect thereto, the
applicable conditions precedent set forth in this Article 6 shall have
been satisfied, fulfilled or otherwise met.

6.5 CONDITIONS SOLELY FOR THE BENEFIT OF THE LENDERS. All conditions
precedent to the entitlement of the Borrower to any Accommodations
hereunder are solely for the benefit of the Lenders, and no other person
shall have standing to require satisfaction or fulfilment of any condition
precedent or that it be otherwise met and no other person shall be deemed
to be a beneficiary of any such condition, any and all of which may be
freely waived in whole or in part by the Lenders at any time the Lenders
deem it advisable to do so in their sole discretion.

6.6 NO WAIVER. The making of any Accommodations without one or more of the
conditions precedent set forth in this Article 6 having been satisfied,
fulfilled or otherwise met shall not constitute a waiver by the Lenders of
any such condition, and the Lenders reserve the right to require that each
such condition be satisfied, fulfilled or otherwise met prior to the
making of any subsequent Accommodations.

6.7 FINAL DATE FOR INITIAL ACCOMMODATION. In the event that the Closing Date
does not occur prior to the close of business of the Administrative Agent
in Vancouver on May 31, 2000, all obligations of the Lenders hereunder
shall forthwith terminate without the necessity of any notice to the
Borrower or any other person.

ARTICLE 7
REPRESENTATIONS AND WARRANTIES.
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The Borrower represents and warrants to the Lenders as set forth in this
Article 7, acknowledges that the Lenders are relying thereon in entering into
this agreement and providing Accommodations from time to time, agrees that no
investigation at any time made by or on behalf of the Lenders shall diminish in
any respect whatsoever their right to rely thereon and agrees that all
representations and warranties shall be valid and effective as of the date when
given or deemed to have been given and to such extent shall survive the
execution and delivery of this agreement and the provision of Accommodations
from time to time.

7.1 EXISTENCE. Each MDA Party is a corporation duly incorporated and
organized and is validly subsisting and in good standing under the laws of
its jurisdiction of incorporation and the other jurisdictions set forth in
schedule 4 annexed hereto, is duly qualified as a foreign or
extra-provincial corporation, as the case may be, and is in good standing
in all jurisdictions where the failure to so qualify would or could
reasonably be expected to have a MAE.

7.2 CORPORATE AUTHORITY. Each MDA Party has full corporate right, power and
authority to enter into, and perform its obligations under, each Credit
Facility Document to which it is or will be a party, and each MDA Party
has full corporate power and authority to own and operate its properties
and to carry on its business as now conducted or as contemplated to be
conducted.

7.3 AUTHORIZATION, GOVERNMENTAL APPROVALS, ETC. The execution and delivery of
this agreement and each other Credit Facility Document and each other
document hereby or thereby contemplated to which it is or will be a party
(including by way of assignment) and the performance by it of its
obligations hereunder and thereunder have been duly authorized by all
necessary action on the part of each MDA Party, and no Permit under any
applicable Law or approval under any material contract, and (except for
registration of the Security at public offices for the recording of Liens,
and any steps required to be taken on enforcement of the Security) no
registration, qualification, designation, declaration or filing with any
Official Body having jurisdiction over each MDA Party, is necessary
therefor or to perfect the same or to preserve the benefit thereof to the
Lenders.

7.4 ENFORCEABILITY. This agreement has been duly executed and delivered by
the Borrower and constitutes, and each other Credit Facility Document and
each other document hereby or thereby contemplated to which each MDA Party
is or will be party when executed by it will constitute, its legal, valid
and binding obligation, enforceable against it in accordance with its
terms, subject to such qualifications as may be set forth in the opinion
of the Borrower's counsel delivered pursuant to section 6.1.

7.5 NO BREACH. The execution and delivery by the Borrower of this agreement,
and by each MDA Party of each other Credit Facility Document and each
other document hereby or
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thereby contemplated to which it is or will be a party, and the
performance by it of its obligations hereunder and thereunder, do not and
will not:

(1) conflict with or result in a breach of any of the terms, conditions
or provisions of:

(a) its constating documents;

(b) any Law;

(d) any writ, judgment, injunction, determination or award which is
binding on it; or

(2) result in, or require or permit:

(a) the imposition of any Lien (other than Permitted Encumbrances)
on or with respect to any properties now owned or hereafter
acquired by it; or

(b) the acceleration of the maturity of any of its Debt under any
contractual provision binding on or affecting it.

7.6 LITIGATION. As at the Closing Date, the Borrower is not aware of any
actions, suits or proceedings (whether or not purportedly on its behalf)
pending or threatened against or affecting any MDA Party before any
Official Body which have a material likelihood of being determined
adversely to it and could, if so adversely determined, reasonably be
expected to have an MAE.

7.7 SUBSIDIARIES. As at the Closing Date: (a) the only subsidiaries of the
Borrower are described in schedule 4 annexed hereto; (b) the Borrower and
each subsidiary owns legally and beneficially (directly or indirectly)
the respective portions of the outstanding shares in the capital of the
corporations shown as its subsidiaries in schedule 4 annexed hereto; and
(c) except as set forth in schedule 4 annexed hereto, no person has any
agreement, option, right or privilege, whether by law, pre-emptive or
contractual, capable of becoming an agreement or option for the purchase
of securities in the capital of any MDA Party.

7.8 COMPLIANCE. The Borrower is not aware of any basis that any MDA Party may
be, and no MDA Party has received notice that it is alleged to be, in
breach of:

(1) any Permit or mandatory requirement or directive of any Official
Body having jurisdiction relating to its business or assets
(including under Environmental Laws); or

(2) any other Law applicable to its business or assets;
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where such breach or alleged breach, if the allegation were proven to be
correct, has or could reasonably be expected to have an MAE.

7.9 NO DEFAULT. No Default or Event of Default has occurred and is
continuing.

7.10 MATERIAL CONTRACTS. As at the Closing Date, all material contracts to
which any MDA Party is a party are in full force and effect, all
conditions precedent thereunder have been satisfied or waived, no MDA
Party is in breach thereunder and the Borrower is not aware of any breach
thereunder by any counterparty, save for any such matter which has not had
and could not reasonably be expected to have an MAE.

7.11 PERMITS. All Permits (including environmental Permits) as are required to
conduct the respective businesses of the MDA Parties have been obtained or
are expected to be obtained in the normal course, save where failure to
obtain same has not had and could not reasonably be expected to have an
MAE.

7.12 OWNERSHIP OF ASSETS. The MDA Parties own or have legally enforceable
interests in all assets and property (including intellectual property)
necessary to the operation of their respective businesses, in each case
free and clear of all Liens other than Permitted Encumbrances, and which
assets and property do not at the Closing Date include any material real
property interests.

7.13 TAX RETURNS. Each MDA Party has filed all Tax returns which are required
to be filed and has paid all Taxes which have become due pursuant to such
returns or pursuant to any assessment received by it, except any such
Taxes which are being contested in good faith and by proper proceedings
and for which adequate reserves have been maintained (and no Liens (except
Permitted Encumbrances) have attached).

7.14 FINANCIAL STATEMENTS. The audited financial statements of the Borrower as
of and for the period ended December 31, 1999, copies of which have been
delivered to the Administrative Agent, were prepared in accordance with
Cdn. GAAP and present fairly, as at the date thereof, the consolidated
financial position of the Borrower, and since December 31, 1999 to the
date hereof there has not been (and at the Closing Date there will not
have been), any material adverse change in such consolidated financial
position.

7.15 EXPROPRIATION. None of the Collateral has been the subject of a Taking by
any competent Official Body that has resulted in an MAE or that could
reasonably be expected to have an MAE, nor has any notice or proceeding in
respect of any such Taking been given or commenced nor is the Borrower
aware of any intent or proposal to give any such notice or to commence any
such proceeding.
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7.16 MAE. As at the Closing Date, no event or circumstance has or will have
occurred which has, or could reasonably be expected to have, an MAE.

7.17 CERTAIN FINANCIAL ASSISTANCE. As at the Closing Date, no MDA Party has
any outstanding loans or advances constituting borrowed monies owed to it
by any of its directors, officers or shareholders or any of its or their
respective affiliates (which term shall for this purpose include any
person that is controlled directly or indirectly by the Borrower and
another person on a 50/50 basis), except for demand unsecured advances
made by MDA Parties to subsidiaries of the Borrower on an unsecured basis
in the ordinary course of business to fund operations.

7.18 DISCLOSURE. All information heretofore supplied to the Administrative
Agent and the Lenders by or on behalf of the Borrower is, with respect to
factual matters, true and correct in all material respects and is, with
respect to projections, forecasts and other matters being the subject of
opinion, believed on reasonable grounds to be true and correct in all
material respects and, to the extent based upon assumptions, such
assumptions are believed to be reasonable in the circumstances.

ARTICLE 8
SECURITY

8.1 SECURITY. As continuing collateral security for the payment and
performance of the Obligations and the obligations of the Borrower and its
subsidiaries in respect of Bilateral L/C's (to a maximum aggregate face
amount at any one time of $5 million) and under all IRRMs entered into
with any Lenders, there shall be executed and delivered to the
Administrative Agent the following documents, each of which documents
shall be in form and substance satisfactory to the Lenders:

(1) a Guarantee from each Designated Subsidiary;

(2) a GSA from each MDA Party;

(3) a Debenture from each MDA Party that owns or has an interest in
material real property, which Debenture may subsume the GSA that
would otherwise have been given by such MDA Party (it being
acknowledged by the Lenders that as at the Closing Date no
Debenture is required);

(4) the performance security guarantees issued by EDC in favour of the
issuers of EDC-Insured Letters of Credit;

(5) any security instruments or documentation required by the
Administrative Agent in connection with the renewal of any of the
foregoing security or granted supplemental to such security and
such other security and supporting
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documents reasonably required by the Administrative Agent from time
to time to perfect the above security or renewals therefor or
reasonably required by the Administrative Agent to give effect to
this agreement, including each Lender's or Participant's form of
undertaking with respect to Bankers' Acceptances, and each Lender's
form of application for and indemnity in respect of Letters of
Credit.

8.2 DESIGNATION. The Borrower may from time to time by notice to the
Administrative Agent:

(a) remove a wholly-owned subsidiary as a Designated Subsidiary
hereunder, on delivery to the Administrative Agent of a written
request for such removal, and a certificate of a Senior Officer
of the Borrower (and such other evidence as the Administrative
Agent shall reasonably request) to the effect that such removal
shall not cause a Default or Event of Default, following
receipt of which the Administrative Agent shall provide to such
subsidiary a release of its obligations under its Guarantee;
and

(b) designate a wholly-owned subsidiary as a Designated Subsidiary
hereunder on delivery of the following to the Administrative
Agent:

(i) a written request for such designation;

(ii) in respect of such subsidiary, the various documents
contemplated by section 6.1(2), (3), (4), (5) and (11);

(iii) a Guarantee, GSA and (if applicable) Debenture from such
subsidiary; and

(iv) if required by section 8.3, a pledge of all shares in the
capital of such subsidiary held directly or indirectly by
the Borrower;

following which the Administrative Agent shall so advise the Lenders.

8.3 SHARE PLEDGES. The Borrower shall forthwith advise the Administrative
Agent upon the release or termination of contractual restrictions against
the granting of a pledge of shares in the capital of any Designated
Subsidiary (which release or termination the Borrower shall exercise
reasonable commercial efforts to obtain), and upon request will grant or
cause to be granted to the Administrative Agent a pledge of all such
shares held directly or indirectly by the Borrower as security for the
Obligations and all IRRMs entered into with any Lenders, in such form as
the Administrative Agent shall reasonably request. All pledges of shares
shall include such share certificates (duly endorsed for transfer), powers
of attorney (endorsed in blank), approvals of directors, shareholders or
others as required for the pledge, and other supporting documents as the
Administrative Agent shall reasonably request.
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8.4 MATERIAL REAL PROPERTY. The Borrower shall forthwith advise the
Administrative Agent of the acquisition by any MDA Party of any material
real property interest, and upon request will grant or cause to be granted
to the Administrative Agent a Debenture from such MDA Party as security
for the Obligations and all IRRMs entered into with any Lenders.

8.5 CONTINUED PERFECTION OF SECURITY. The Borrower shall take such action and
execute and deliver to the Administrative Agent such agreements,
conveyances, deeds and other documents and instruments as the
Administrative Agent shall reasonably request for the purpose of
establishing, perfecting, preserving and protecting the Security and the
Liens of the Security, in each case forthwith upon request therefor by the
Administrative Agent and in form and substance satisfactory to the Lenders
acting reasonably.

8.6 ESSENTIAL ASSETS. The Borrower shall take such action and execute and
deliver to the Administrative Agent such agreements, conveyances, deeds
and other documents and instruments as the Administrative Agent shall
reasonably request for the purpose of ensuring that the Administrative
Agent will always enjoy and the Security shall always comprise, for the
benefit of the Lenders as security for the Obligations and any IRRMs to
which any Lender(s) are a party, to the extent available at Law or under
applicable contractual arrangements, a first-ranking and effective Lien
over all essential assets such that the failure of the Administrative
Agent to enjoy such a Lien thereon could reasonably be expected to result
in (A) a material impairment of the ability of the Administrative Agent,
the Lenders, their respective agent(s) or a receiver to effectively manage
any material business of an MDA Party, or (B) a material reduction in the
recovery from the Collateral on a realization of the Security.

ARTICLE 9
INSURANCE

9.1 INSURANCE. The Borrower will maintain or cause to be maintained, with
financially sound and reputable insurers, insurance with respect to the
business and assets of each MDA Party, in such amounts and against such
liabilities, casualties, risks and contingencies existing from time to
time as is customary for prudent owners and operators of similar
businesses and similar property as reasonably required by the Lenders.
Such policies shall be obtained, maintained and dealt with as set forth in
this Article 9.

9.2 POLICIES. All policies of insurance referred to in section 9.1 shall show
the Administrative Agent as an additional named insured, shall provide
that they shall not be cancelled, lapsed or materially altered without 30
days' prior written notice to the Administrative Agent, and shall contain
such other endorsements as shall reasonably be requested by the
Administrative Agent.
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9.3 EVIDENCE. The Borrower will provide to the Administrative Agent, on
request from time to time, certified copies of all such policies. The
Administrative Agent shall have no obligation to verify any information or
statement contained in the certificates or documents delivered to it
pursuant to this Article 9 or any duty to effect or maintain any
insurance. The Administrative Agent shall not be responsible for any loss
by reason of the failure to maintain or insufficiency of any insurance or
by reason of the failure of any insurer to pay the full amount of any loss
against which such insurer may have insured.

9.4 PAYMENT OF PREMIUMS. The Borrower will pay punctually, or cause to be
paid, all premiums payable for the insurance required by this Article 9.

ARTICLE 10
COVENANTS

10.1 AFFIRMATIVE COVENANTS. Until the Obligations are paid and satisfied in
full and this agreement has been terminated, the Borrower covenants as
follows (and, unless it is expressly indicated below that a covenant shall
apply only in respect of the Borrower, it will cause each Designated
Subsidiary to comply with each such covenant as if same applied directly
to such Designated Subsidiary):

(1) Corporate Existence. It will do all things necessary to (a)
maintain its corporate existence, and (b) to carry out its
businesses in a proper and efficient manner in like manner as
prudent operators of its businesses, including without limitation
obtaining and maintaining in full force and effect all material
Permits required for the conduct of its businesses. The Borrower
shall immediately advise the Administrative Agent in writing of any
change of corporate name, shareholdings (in the case of the
Borrower, only with respect to dispositions of shares in the
capital of the Borrower by the existing shareholders prior to an
initial public offering by the Borrower, and excluding in all cases
changes resulting from the exercise of employee stock options or
trades in shares by employees), place of business (including the
location of any material assets) or jurisdiction of domicile of any
MDA Party, and promptly provide to the Administrative Agent copies
of any amendments to the constating documents of any MDA Party.

(2) Compliance with Laws, etc. It will comply in all material respects
with all applicable Laws (including Environmental Laws) and Permits
and do all things necessary to obtain, renew and maintain in good
standing from time to time all Permits and duly observe all valid
requirements of any Official Body (including those requirements
respecting the protection of the environment, Release of Hazardous
Materials, and occupational health
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and safety), except to the extent failure to do so does not, or
could not reasonably be expected to, result in an MAE.

(3) Payment of Taxes and Claims. It will file as and when required by
applicable Law all Tax returns and will pay and discharge before
the same shall become delinquent (a) all Taxes imposed upon it or
upon its property, and (b) all lawful claims (including claims for
labour, materials, supplies or services) which, if unpaid, might
become a Lien upon its property, except in each case any such Tax
or claim which is being contested in good faith and by proper
proceedings and for which adequate reserves have been maintained
and no Liens (except Permitted Encumbrances) have attached.

(4) Keeping of Books. It will keep proper books of record and account,
in which full and correct entries shall be made of all financial
transactions and its assets and business to permit the preparation
of financial statements in accordance with Cdn. GAAP (or, in the
case of entities outside of Canada, generally accepted accounting
principles of local application).

(5) Maintain Properties. It will maintain, preserve, protect and keep
its properties which are essential to the ongoing operation of the
businesses carried on by it in reasonable repair, working order and
condition, and make necessary and proper repairs, renewals and
replacements so that such businesses may be properly conducted at
all times, unless it determines in good faith that the continued
maintenance of such properties is no longer economically desirable.

(6) Pay Obligations to Lenders and Perform Other Covenants. It will
make full and timely payment of the Obligations, whether now
existing or hereafter arising, and duly comply with all the terms
and covenants made by or applicable to it contained in each of the
Credit Facility Documents, all at the times and places and in the
manner set forth therein and, except for the filing of renewal
statements and the making of other filings by or on behalf of the
Administrative Agent as secured party, at all times take all action
necessary to maintain the Liens provided for under or pursuant to
this agreement and the Security as valid and perfected first Liens
on the property intended to be covered thereby (subject only to
Permitted Encumbrances) and supply all information to the
Administrative Agent which is reasonably necessary for such
maintenance.

(7) Use of Proceeds. The Borrower will use the proceeds of all
Accommodations made available to it only for the purposes set forth
in section 2.1(2).

(8) Financial and Other Reporting. The Borrower will deliver to the
Administrative Agent:
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(a) within 90 days after the end of each Financial Year, a copy of
the audited consolidated financial statements of the Borrower
prepared in accordance with Cdn. GAAP including (before an
initial public offering by the Borrower) segmented business
information and appropriate management discussion and analysis;

(b) within 45 days after the end of each Financial Quarter other
than the final Financial Quarter, a copy of the unaudited
consolidated financial statements of the Borrower certified by
a Senior Officer and details of any acquisitions not previously
advised to the Administrative Agent

(c) with each of the financial statements in (a) and (b) above, a
compliance certificate signed by a Senior Officer, including
calculations demonstrating compliance with sections 10.2(1),
(9), (11), (12) and (13);

(d) [intentionally deleted];

(e) within 15 days after the end of each reporting period, a copy
of the progress report to CSA under the Radarsat Contract, and
a report on the status of CSA funding under the Radarsat
Contract;

(f) within 10 days thereof, notice of completion of funding by CSA
under the Radarsat Contract; and

(g) such other information as the Administrative Agent acting on
behalf of the Lenders may reasonably request from time to time.

(9) Notice of Certain Events. It will promptly notify the
Administrative Agent in writing of:

(a) any Default or Event of Default;

(b) any material default under any agreement regarding the Debt of
any MDA Party to any person exceeding $1 million in the
aggregate (or the equivalent amount in other currencies);

(c) any notice of any litigation or any action by any Official Body
or any action, suit, proceeding or investigation (or any basis
therefor) pending, or to the best of its knowledge threatened,
against or affecting any MDA Party before any Official Body
that has or may reasonably be expected to have an MAE;

(d) any other occurrence in respect of the assets, businesses,
operations or condition, financial or otherwise (including by
virtue of any environmental
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liability, occurrence, claim or proceeding) of any MDA Party,
that has or may reasonably be expected to have an MAE;

(e) any breach or receipt of written allegation of a breach by any
party, force majeure or dispute under any material contract, or
if a material contract shall no longer be in force, where any
of the foregoing has or could reasonably be expected to have an
MAE;

(f) any "SLA Material Breach" under and as defined in the BC Online
Agreement which has remained uncured for over five Business
Days, and (until same is cured) weekly progress reports
detailing plans and actions taken to cure same;

(g) promptly following the filing thereof, copies of all reports,
statements and other material provided to shareholders, and
material change reports provided (other than on a confidential
basis) to applicable securities regulatory agencies, by the
Borrower; and

(h) from time to time, upon request by the Administrative Agent, a
certificate from a Senior Officer of the Borrower as to whether
or not a Default or Event of Default has occurred and is
continuing, and such other information as the Administrative
Agent acting on behalf of the Lenders may reasonably request
from time to time.

(10) Visitation, Inspection, etc. It will permit the Lenders and their
respective representatives and consultants to visit and inspect any
of its assets, to examine its books and records and to make copies
and take extracts therefrom (as reasonably required, and subject to
contractual confidentiality obligations of the relevant MDA Party),
and to discuss its affairs, finances and accounts with its officers
or its independent auditors (in the presence of the Borrower's
personnel), all at such reasonable times and as often as the
Lenders may reasonably request through the Administrative Agent.

(11) Expropriation and Other Transactions. It will give prompt notice
to the Administrative Agent should the Collateral or any part
thereof be taken by reason of any Taking or should it receive any
notice or other information regarding such proceedings.

(12) Environmental Indemnity. It will indemnify and hold harmless the
Administrative Agent and each Lender and their respective
directors, officers, employees, agents and representatives from and
against any and all third party liabilities, claims, demands,
actions and causes of action, fines and other penal or
administrative sanctions (collectively, "CLAIMS") suffered by the
indemnitees arising directly or indirectly out of any breach of any
Environmental Law, or any Release or the presence of Hazardous
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Materials, at any time relating to the Collateral; provided that
such indemnity shall not apply in respect of any Claims occurring:

(a) by reason of any actions or omissions of or by the indemnitee
or any receiver appointed by or at the request of the
Administrative Agent or the Lenders in operating the Collateral
during the course of realization of the Security, unless such
actions or omissions are found to have been conducted or
omitted, as applicable:

(i) in the course of operating such Collateral in
substantially the same manner as the same was operated
while it was being operated by the relevant MDA Party; or

(ii) in accordance with good industry practice as in effect at
the time of such operations of the indemnitee or the
receiver; or

(b) after the Collateral shall have been disposed of by the
Administrative Agent or the Lenders or any receiver to any
third party or parties in the course of realization on the
Security; except where such Claims arise by reason of any act
or omission of or by the relevant MDA Party, or of or by the
Administrative Agent or the Lenders or a receiver (if the
Administrative Agent or the Lenders or the receiver would have
been entitled to indemnification hereunder if such Claims had
been raised prior to such disposition), occurring prior to the
disposition.

The obligations of the Borrower under this section 10.1(12) shall
survive the payment and performance of the Obligations.

(13) Material Contracts. It will comply with, and diligently enforce,
all material obligations under material contracts, save where
failure to do so neither has, nor could reasonably be expected to
have, an MAE, and without limiting the generality of the foregoing
will use reasonable commercial efforts to cure any matter referred
to in a notice given under section 10.1(9)(f).

(14) Acquisitions. The Borrower: (a) will provide 15 Business Days'
prior written notice to the Administrative Agent of any proposed
acquisition or investment in a person by the Borrower or any
subsidiary for a purchase price or investment in excess of $10
million, together with:

(i) a summary of the material terms and conditions of the
acquisition or investment;

(ii) a summary of specific assets and expected cashflows in
respect of the acquisition or investment and a summary of
the material
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terms of all material agreements entered into or to be
entered into, in each case if requested by the
Administrative Agent; and

(iii) such other information as the Administrative Agent shall
reasonably request; and

(b) where such transaction involves an acquisition of or investment
in a Non-Recourse Subsidiary or Special Subsidiary in excess of the
threshold (as defined in the next sentence), the Borrower shall not
proceed unless and until it shall receive the written approval of
the Lenders, which approval will not be unreasonably withheld. For
the purposes of the foregoing, the "threshold" at any time shall be
25% of Equity as determined in accordance with the financial
statements most recently delivered to the Administrative Agent
under section 10.1(8).

(15) Title. Except for disposition permitted hereby, it will maintain
and, as soon as reasonably practicable, defend and take all action
necessary or advisable at any time and from time to time to
maintain and defend its right, title and interest in and to all
Collateral and the priority and enforceability of the Security and
the Liens of the Security.

(16) Share Ownership. The Borrower will maintain its ownership (direct
or indirect) of all (or, to the extent permitted by the definition
of wholly-owned subsidiary, no less than 85%) of the outstanding
shares in the capital of each Designated Subsidiary.

(17) IRRMs. Each MDA Party shall enter into IRRMs only for
non-speculative purposes.

(18) Further Assurances. It will at its cost and expense, upon request
of the Administrative Agent, duly execute and deliver, or cause to
be duly executed and delivered, to the Administrative Agent such
further instruments and do and cause to be done such further acts
as may be necessary or proper in the reasonable opinion of the
Administrative Agent to carry out more effectually the provisions
and purposes of this agreement and the other Credit Facility
Documents.

10.2 NEGATIVE COVENANTS. Until the Obligations are paid and satisfied in full
and this agreement has been terminated, and in addition to any other
covenants herein set forth, the Borrower covenants and agrees that it will
not take any of the actions set forth in this section 10.2 or permit or
suffer same to occur without the prior written consent of the Lenders.

(1) Debt. The subsidiaries of the Borrower (except for Designated
Subsidiaries and Non-Recourse Subsidiaries) shall not incur or
suffer to exist any Debt in excess of (for all such subsidiaries in
the aggregate) $10 million.
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(2) Liens. Neither it nor any other MDA Party will create, incur or
otherwise permit to exist any Lien on any of its assets, other than
Permitted Encumbrances.

(3) Merger, etc. Neither it nor any other MDA Party will merge,
consolidate or amalgamate with or into, or sell, convey, transfer,
lease or otherwise dispose of (in one transaction or a series of
transactions) all or substantially all of its assets to, any other
person, unless:

(a) the resulting, surviving or transferee person shall be a person
organized and existing under the laws of Canada or any province
thereof;

(b) such person expressly assumes on terms and conditions as to
legal effect satisfactory to the Lenders the obligations of
such MDA Party hereunder and under all other Credit Facility
Documents to which such MDA Party is a party;

(c) in the case of such a transaction involving an MDA Party, such
person is directly or indirectly owned by the Borrower;

(d) immediately after giving effect to such transaction on a pro
forma basis no Default or Event of Default shall have occurred
and be continuing; and

(e) the Borrower shall have delivered to the Administrative Agent a
certificate of a Senior Officer and an opinion of counsel, each
stating that such transaction complies herewith.

(4) Other Business. Neither it nor any subsidiary will enter into any
new line of business, or terminate any existing business or
material contract, where such action has or could reasonably be
expected to have an MAE.

(5) Financial Year. Neither it nor any Designated Subsidiary will
change its Financial Year.

(6) Sale of Assets. Neither it nor any Designated Subsidiary will
directly or indirectly consummate any Asset Disposition other than
an Asset Disposition to another MDA Party and any of the following:

(a) the sale, licensing or sub-licensing of data or other inventory
in the ordinary course of business;

(b) dealings in cash and securities permitted hereby;

(c) a disposition of an asset that is replaced within a reasonable
period of time with an asset of equal or greater utility;
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(d) a disposition at fair market value of an obsolete or unuseable
asset not required for the continued operation of its business;

(e) a disposition made in compliance with section 10.2(3);

(f) the disposition of specific accounts receivable from CSA under
the Radarsat Contract in connection with the financing of the
launch of Radarsat II, on terms and conditions satisfactory to
the Lenders, acting reasonably;

(g) the disposition of a receivable under and in accordance with
the receivable purchase agreement dated May 8, 1998 between the
Borrower and EDC; and

(h) other Asset Dispositions not covered by the foregoing, to the
extent that the fair market value of the assets disposed of do
not in the aggregate in any one Financial Year exceed $5
million.

(7) Distribution. Prior to completion of an initial public offering or
any private equity offering of the Borrower, the Borrower shall not
pay any dividends on its shares or issue any shares other than for
cash, except as may be required to effect any of the transactions
contemplated under the subscription agreement dated December 22,
1999 among the Borrower, CAI Capital Partners and Company I,
Limited Partnership, CAI Partners and Company II, Limited
Partnership, CAI Capital Partners and Company II-C, Limited
Partnership, 597858 B.C. Ltd., and Orbital Sciences Corporation and
the related agreements entered into as contemplated, or repurchase
of any shares, except any purchases of shares as may be required
with respect to employees of the Borrower.

(8) Non-Arms' Length Transactions. No MDA Party will enter into any
transactions with parties with whom it does not deal at arms'
length except on competitive terms consistent with an arm's length
transaction and current market conditions.

(9) Financial Assistance. No MDA Party shall provide any form of
financial assistance (whether by way of loan, guarantee or
otherwise) to any person other than another MDA Party or a
wholly-owned subsidiary of the Borrower at any time in excess of
(for all MDA Parties together) $10 million.

(10) Ibid. The Borrower will not make any loan to, or guarantee of the
indebtedness of, or otherwise provide financial assistance to any
of its directors, officers or shareholders.
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(11) Net Position. The aggregate liabilities (excluding amounts owed
to it by any of its subsidiaries which are consolidated with the
Borrower under normal course funding arrangements) owed to the
Borrower by its affiliates (which term shall for this purpose
include any person that is controlled directly or indirectly by the
Borrower and another person on a 50/50 basis), which affiliates are
not Designated Subsidiaries or Non-Recourse Subsidiaries, net of
the aggregate liabilities owed by the Borrower to such affiliates
(excluding management fees and borrowed monies owed by the
Borrower) will not exceed $5 million at any time; provided that the
payment terms, or agreed terms of repayment or due date of any
amount which may become owed to the Borrower or any subsidiary by
any affiliate (other than a subsidiary of the Borrower) may not be
extended or amended without the approval of the Lenders, acting
reasonably.

(12) Management Fees. Neither the Borrower nor any subsidiary will
make any payment in respect of any consulting, licensing,
management or administration fee or charge or any similar fee or
charge paid or payable by any of its affiliates ("MANAGEMENT
FEES"), save and except that (i) the Borrower may make payment on
account of Management Fees to any of its subsidiaries, (ii) any of
its subsidiaries may make payments on account of Management Fees to
the Borrower or any other subsidiary of the Borrower, and (iii) the
Borrower may make, and may permit its subsidiaries to make,
payments on account of Management Fees in any Financial Year of up
to $1 million to any affiliate which is not the Borrower or any of
its subsidiaries (in each case in the aggregate for all such
payments made by the Borrower together with its subsidiaries in any
such Financial Year).

(13) Financial Ratios. The Borrower will not permit:

(a) the ratio of Consolidated Debt to EBITDA to exceed 3:1;

(b) the ratio of the sum of Consolidated Debt and Subordinated Debt
to EBITDA to exceed 5:1; or

in each case calculated as at the end of each Financial Quarter on
the basis of the four Financial Quarters then ended; or
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(d) Equity to fall below the sum of (i) $50 million, (ii) 75% of
consolidated net income of the Borrower for each Financial Year
from and including the Financial Year ending December 31, 2000,
and (iii) 100% of the proceeds (net of customary transaction
costs) from the treasury issue of securities by the Borrower.

10.3 ADMINISTRATIVE AGENT MAY PERFORM COVENANTS. If an MDA Party shall fail to
perform or observe any covenant on its part contained herein or in any
other Credit Facility Document, the Administrative Agent may, in its sole
discretion acting reasonably, and shall upon the instructions of the
Majority Lenders, perform any of the said covenants capable of being
performed by the Administrative Agent and, if any such covenant requires
the payment or expenditure of money, the Administrative Agent may make
such payment or expenditures with its own funds or with money borrowed for
that purpose (but the Administrative Agent shall be under no obligation to
do so); provided that the Administrative Agent shall first have provided
written notice of its intention to the Borrower and a reasonable
opportunity (not to exceed 20 days, or such longer period as the Lenders
shall approve) to cure the failure. All amounts paid by the
Administrative Agent pursuant to this section 10.3 shall be repaid by the
Borrower to the Administrative Agent on demand therefor, shall form part
of the Obligations and shall be secured by the Security. No payment or
performance under this section 10.3 shall relieve the Borrower from any
Event of Default.

ARTICLE 11
CHANGES IN CIRCUMSTANCES

11.1 ILLEGALITY. If the enactment of any applicable Law in Canada or any
province or territory or other political subdivision thereof, or any
change therein or in the interpretation or application thereof by any
Official Body or compliance by a Lender with any guideline, official
directive, request or direction (whether or not having the force of Law)
of any Official Body in Canada or any province or territory or other
political subdivision thereof, hereafter makes it unlawful for a Lender to
make, fund or maintain any type of Accommodation or to give effect to its
obligations in respect of such type of Accommodation, such Lender may, by
written notice thereof to the Borrower and to the Administrative Agent,
declare its obligations under this agreement in respect of such type of
Accommodation to be terminated, whereupon the same shall forthwith
terminate, and the Borrower shall within the time required by such Law (or
at the end of such longer period as such Lender at its discretion has
agreed) repay or effect a Conversion of the Principal Outstanding in
respect of such type of Accommodation from such Lender, and shall pay all
accrued interest and fees payable hereunder and all Increased Costs
incurred in connection with the termination or Conversion of such type of
Accommodation.
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11.2 CIRCUMSTANCES REQUIRING DIFFERENT PRICING. If, on or before any date on
which an interest rate is to be determined on the basis of LIBOR, either:

(1) the Administrative Agent determines that it will not be possible to
determine LIBOR for the applicable Interest Period or in the
applicable amounts; or

(2) the Administrative Agent determines or receives notice from a
Lender that LIBOR will not adequately reflect the cost of making,
funding or maintaining LIBOR Advances for the applicable Interest
Period;

then, the Administrative Agent shall forthwith give notice of such event
to the Borrower and each Lender, whereupon the obligations of the Lenders
to make LIBOR Advances to the Borrower shall be suspended until the
Administrative Agent gives notice to the Borrower and the Lenders that the
circumstances giving rise to such determination no longer exist.

11.3 IBID. If the Administrative Agent determines or receives notice from a
Lender that, by reason of circumstances affecting financial markets inside
or outside Canada, deposits of US Dollars are unavailable to one or more
Lenders in such markets, then,

(1) it shall so notify the Borrower and all Lenders and the right of
the Borrower to select any affected type of Accommodation shall be
suspended;

(2) if any affected type of Accommodation is not yet outstanding, any
applicable Notice shall be cancelled insofar as it relates to that
type of Accommodation and that type of Accommodation requested
therein shall not be made in that form, without affecting the right
of the Borrower to request another type of Accommodation; and

(3) if any affected type of Accommodation is already outstanding at any
time when the right of the Borrower to select such type of
Accommodation is suspended, it shall upon ten days' notice to the
Borrower become a Prime Rate Advance by Conversion, in the case of
a LIBOR Advance on the last day of the then current Interest Period
applicable thereto (or on such earlier date as may be required to
comply with applicable Law, and upon payment of all Increased Costs
arising therefrom).

11.4 INCREASED COSTS. If:

(1) the enactment or amendment of any Law or any change in the
interpretation or application thereof by any Official Body; or

(2) compliance by any Lender with any amendment or change to any
existing directive, request or requirement (whether or not having
the force of Law) of any Official Body (including, without
limitation, the Bank for International
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Settlements' Paper on Capital Convergence, as implemented in Canada
by the Office of the Superintendent of Financial Institutions'
Release dated August 19, 1988 and any further or other document),
or with any new such directive, request or requirement;

shall have the effect of:

(3) increasing the cost to such Lender of performing its obligations
under this agreement or in respect of any Accommodation, including
the costs of maintaining any capital, reserve or special deposit
requirements with respect to this agreement or any Accommodation or
with respect to its obligations hereunder or thereunder;

(4) requiring such Lender to maintain or allocate any capital
(including a requirement affecting such Lender's allocation of
capital to its obligations) or additional capital in respect of its
obligations under this agreement or in respect of any Accommodation
or otherwise reducing the effective return to such Lender under
this agreement or in respect of any Accommodation or on its total
capital as a result of entering into this agreement or making any
Accommodation;

(5) reducing any amount payable to it by or in an amount it deems
material (other than a reduction resulting from a higher rate of
income or capital Tax or other special Tax relating to such
Lender's income or capital in general); or

(6) causing such Lender to make any payment or to forgo any return on
or calculated by reference to any amount received or receivable by
such Lender under this agreement or in respect of any
Accommodation;

such Lender may give notice to the Borrower (with a copy to the
Administrative Agent) specifying the nature of the event giving rise to
such additional cost, reduction, payment or forgone return and the
Borrower shall promptly pay such amounts as such Lender may specify to be
necessary to compensate it for any such additional cost, reduction,
payment or forgone return. A certificate setting out, in reasonable
detail, the amount of any such additional cost, reduction, payment or
forgone return, submitted in good faith by such Lender to the Borrower,
shall be conclusive and binding for all purposes absent demonstrated
error.

If such circumstances continue in effect for 60 consecutive days, on
request from the Borrower, the Borrower and the Administrative Agent shall
use their reasonable best efforts to arrange for one or more other persons
(in this section 11.4, the "ASSUMING LENDER") reasonably satisfactory to
the Borrower and the other Lenders to assume all or a portion of the
relevant Commitments and acquire the outstanding Accommodations and other
rights and interests of the affected Lender hereunder. The assuming
Lender and affected Lender shall execute all such documents as may
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be reasonably required by the Administrative Agent and the Borrower to
effect such assumption and acquisition. Failing such assumption and
acquisition, the Borrower may effect a prepayment and cancellation of the
relevant Commitments of the affected Lender (without reducing or prepaying
the Commitment(s) of any other Lender(s));

11.5 INDEMNIFICATION.

(1) Matching Funds. The Borrower shall promptly pay to each Lender any
amounts required to compensate such Lender or its Participants for
any breakage or similar cost, loss, cost of redeploying funds or
other cost or expense suffered or incurred by such Lender or
Participant as a result of:

(a) any payment being made by the Borrower in respect of a LIBOR
Advance or a Bankers' Acceptance (due to acceleration hereunder
or a mandatory repayment or prepayment of principal or for any
other reason) on a day other than the last day of an Interest
Period or the maturity date applicable thereto; provided that,
where the event giving rise to such payment is a mandatory
repayment or prepayment, the Borrower may at its option instead
deposit the amount of the repayment or prepayment to a
segregated account pending expiry of the existing Interest
Period or (as the case may be) maturity of outstanding Bankers
Acceptances, and the monies in such segregated account shall be
applied by the Administrative Agent to the required repayment
or prepayment on the expiry of such Interest Period or maturity
of such Bankers Acceptance;

(b) the Borrower's failure to give notice in the manner and at the
times required hereunder; or

(c) the failure of the Borrower to fulfil or honour, before the
date specified for any Accommodation, the applicable conditions
set forth in Article 6 or to accept an Accommodation after
delivery of a Notice in the manner and at the time specified in
such Notice.

A certificate of such Lender submitted to the Borrower (copy to the
Administrative Agent) as to the amount necessary to so compensate
such Lender or its Participants shall be conclusive evidence,
absent demonstrated error, of the amount due from the Borrower to
such Lender.

(2) General. Subject to section 10.1(12), the Borrower agrees to
indemnify the Administrative Agent, the Lenders and their
respective affiliates, and the directors, officers and employees of
each of them, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever
which may
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be imposed on, incurred by, or asserted against the indemnitees or
any of them, related to or arising out of the transactions
contemplated hereunder or under any other Credit Facility Document;
provided that no amount shall be payable under this section 11.5(2)
to the extent that same arises out of the gross negligence or
wilful misconduct of an indemnified person, or out of a breach by
it of the terms of this agreement or any other Credit Facility
Document.

11.6 TAXES, COSTS, ETC.

(1) Gross-Up. Any and all payments by the Borrower under this
agreement or any other Credit Facility Document shall be made free
and clear of and without deduction or withholding for Taxes unless
such Taxes are required by Law to be deducted or withheld. If the
Borrower shall be required by Law to deduct or withhold any Taxes
from or in respect of any sum payable hereunder or thereunder:

(a) the sum payable shall be increased as may be necessary so that
after making all required deductions or withholdings (including
deductions or withholdings applicable to additional amounts
paid under this section) the relevant Lender receives an amount
equal to the sum it would have received if no deduction or
withholding had been made;

(b) such Borrower shall make such deductions or withholdings; and

(c) such Borrower shall pay the full amount deducted or withheld to
the relevant taxation or other authority in accordance with
applicable Law.

(2) Pay Taxes. The Borrower shall pay all Taxes which arise from any
payment made hereunder or under any other Credit Facility Document
or from the execution, delivery or registration of, or otherwise
with respect to, this agreement or such other Credit Facility
Document.

(3) Indemnity. The Borrower shall indemnify and save harmless each
Lender for the full amount of Taxes (including any Taxes imposed by
any jurisdiction on amounts payable under this section) paid by
such Lender and any liability (including penalties, interest and
expense) arising therefrom or with respect thereto, whether or not
such Taxes were correctly or legally asserted. Payment under this
indemnification shall be made within 30 days from the date the
Lender makes written demand therefor. A certificate as to the
amount of such Taxes submitted by the Lender to the Borrower (copy
to the Administrative Agent) shall be conclusive evidence, absent
demonstrated error, of the amount due from the Borrower to such
Lender.
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(4) Survival. Without prejudice to the survival of any other agreement
or obligation of the Borrower hereunder or under any other Credit
Facility Document, the obligations of the Borrower under this
section 11.6 shall survive the payment and performance of the
Obligations.

(5) Lenders. The Lenders shall endeavour to limit the incidence of any
additional amounts payable under this section 11.6, and the
Borrower shall thereafter not be obligated to pay any such amounts
should the cause of same be rescinded, removed, repealed or
withdrawn.

ARTICLE 12
EVENTS OF DEFAULT

12.1 EVENTS OF DEFAULT. Each of the events set forth in this section 12.1
shall constitute an "EVENT OF DEFAULT".

(1) Payment. The Borrower shall fail:

(a) to pay the principal amount of any Advance when the same
becomes due and payable;

(b) to reimburse any Lender in respect of any Bankers' Acceptance
or Letter of Credit, or pay the Face Amount thereof, when
required hereunder; or

and in any such case such failure shall remain unremedied for a
period of three Business Days.

(2) Representations and Warranties Incorrect. Any of the
representations or warranties made or deemed to be made by an MDA
Party in any Credit Facility Document shall prove to be or have
been incorrect in any material respect when made or deemed to be
made.

(3) Failure to Perform Covenants. Other than in respect of those
covenants referred to in section 12.1(4), any MDA Party or
subsidiary shall fail to perform or observe any covenant contained
in this agreement or any other Credit Facility Document on its part
to be performed or observed or otherwise applicable to it; provided
that, if such failure is capable of being remedied, no Event of
Default shall have occurred as a result thereof unless and until
such failure shall have remained unremedied for 30 days after the
earlier of (i) written notice thereof given to the Borrower by the
Administrative Agent, and (ii) such time as such person is aware of
same.
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(4) Ibid. Any MDA Party or subsidiary shall fail to perform or observe
any covenant contained in section 10.1(1)(a) or section 10.2 on its
part to be performed or observed or otherwise applicable to it.

(5) Cross-Default. Any event shall occur and shall continue after the
applicable grace period (if any) specified in any agreement or
instrument relating to any Debt of any MDA Party to any person or
persons exceeding $5 million (or the equivalent amount in other
currencies), as a result of which the creditor may declare the
principal thereof to be due and payable.

(6) Voluntary Events of Bankruptcy. Any MDA Party shall:

(a) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, administrator, trustee,
liquidator or other similar official for itself or for all or
any part of its assets;

(b) generally not pay its debts as such debts become due or admit
in writing its inability to pay its debts generally, or declare
any general moratorium on its indebtedness;

(c) commit an act of bankruptcy, or make a general assignment for
the benefit of creditors or a proposal under the Bankruptcy and
Insolvency Act (Canada), the Companies' Creditors Arrangement
Act (Canada) or a similar Law of any applicable jurisdiction;

(d) institute any proceeding seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, dissolution, winding up,
reorganization, arrangement, adjustment, protection, relief or
composition of it or its debts under any statute, rule or
regulation relating to bankruptcy, insolvency, reorganization,
relief or protection of debtors or at common law or in equity;
or

(e) take any corporate action to authorize any of the actions
described in this section 12.1(6).

(7) Involuntary Events of Bankruptcy. Any proceeding against an MDA
Party:

(a) has adjudicated it a bankrupt or insolvent;

(b) has resulted in the liquidation, dissolution, winding-up,
reorganization, arrangement, adjustment, protection or relief
or composition of it or its debts under any statute, rule or
regulation relating to bankruptcy, insolvency, reorganization,
relief or protection of debtors, or at common law or in equity;
or
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(c) has resulted in the appointment of a receiver, custodian,
administrator, trustee, liquidator or other similar official
for it or any material part of its assets, and such appointment
has not been stayed or discharged by it within 60 days from the
date made.

(8) Execution. All or any material part of the assets of an MDA Party
are attached, executed, sequestered or distrained upon or become
subject to any order of a court or other process and such
attachment, execution, sequestration, distraint, order or process
(a) relates to claims in the aggregate in excess of $5 million (or
the equivalent amount in other currencies), and (b) such MDA Party
shall not discharge the same or provide for its discharge in
accordance with its terms, or procure a stay of execution thereof,
or deposit with the Administrative Agent cash collateral or other
security satisfactory to the Lenders in the amount of the claim,
within 60 days from the date of entry thereof.

(9) Judgments. Judgment for the payment of money (unless fully
insured) in the aggregate in excess of $5 million (or the
equivalent amount in other currencies) shall be rendered by a court
of competent jurisdiction against such MDA Party shall not
discharge the same or provide for its discharge in accordance with
its terms, or procure a stay of execution thereof, or deposit with
the Administrative Agent cash collateral or other security
satisfactory to the Lenders in the amount of the judgment, within
60 days from the date of entry thereof.

(10) Security Unenforceable. Any Credit Facility Document shall become
unenforceable or the Lien of any of the Security shall cease to
rank in priority in the manner contemplated herein or in the
Security other than by reason of the direct act or omission of the
Administrative Agent or the Lenders.

(11) MAE. An MAE.

(12) Assets. The aggregate of the total assets of the MDA Parties,
calculated on an unconsolidated basis as at the date of the most
recent quarterly financial statements delivered under section
10.1(8) (but excluding any duplication of assets that result from
an intercompany equity investment and excluding equity in
non-consolidated related parties), shall constitute less than 85%
of the aggregate of the total assets of the Borrower and its
consolidated subsidiaries (but excluding all Non-Recourse
Subsidiaries and excluding equity in non-consolidated related
parties); provided that, for this purpose, the total assets of an
MDA Party shall not include assets which are subject to a Permitted
Encumbrance of the nature described in item (o) or (p) thereof in
priority to the Lien of the Security.
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- 73 -

(13) Revenues. The aggregate of the gross revenues of the MDA Parties
shall constitute less than 85% of the aggregate of the gross
revenues of the Borrower and its consolidated subsidiaries (but
excluding all Non-Recourse Subsidiaries), calculated as at the date
of the most recent quarterly financial statements delivered under
section 10.1(8) for the four Financial Quarters then ended;
provided that, for this purpose, the gross revenues of an MDA Party
shall be reduced by the portion thereof attributable (determined on
a basis satisfactory to the Lenders, acting reasonably) to assets
which are subject to a Permitted Encumbrance of the nature
described in item (o) or (p) thereof in priority to the Lien of the
Security.

12.2 EFFECT.

(1) General. Upon the occurrence and continuance of an Event of
Default, except as provided in section 12.2(2), the Administrative
Agent:

(a) shall, at the request of Majority Lenders, by notice to the
Borrower cancel all obligations of the Lenders in respect of
the Commitments (whereupon no further Accommodations may be
made and any Notice given with respect to an Accommodation
occurring on or after the date of such notice or request shall
cease to have effect); and

(b) shall, at the request of Majority Lenders, by notice to the
Borrower declare the Obligations to be forthwith due and
payable, without presentment, demand, protest or further notice
of any kind, all of which are hereby expressly waived by the
Borrower.

(2) Specific Defaults. If any Event of Default specified in section
12.1(6) or 12.1(7) shall occur, then all obligations of the Lenders
in respect of the Commitments shall be automatically cancelled and
the Obligations shall be forthwith due and payable, all as if the
request and notice specified in each of sections 12.2(1)(a) and
12.2(1)(b) had been received and given by the Administrative Agent.

(3) Enforcement. Upon the occurrence of an Event of Default and
acceleration of the Obligations, the Administrative Agent may, and
shall at the request of Majority Lenders, commence such legal
action or proceedings as it may deem expedient, including
exercising and enforcing its rights and remedies under any
Security, all without any additional notice, presentation, demand,
protest, notice of dishonour, entering into of possession of any of
the property or assets of any MDA Party, or any other action,
notice of all of which the Borrower hereby expressly waives. The
rights and remedies of the Administrative Agent and the Lenders
hereunder and under the other Credit Facility Documents are
cumulative and are in addition to and not in substitution for any
other rights or remedies provided by Law; provided that nothing
herein contained shall permit any Lender to take any steps which,
pursuant to this agreement, may
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- 74 -

only be undertaken by or with the consent of all Lenders or the
Majority Lenders. Nothing contained herein or in any Security now
or hereafter held by the Administrative Agent, with respect to the
Collateral or any part thereof, nor any act or omission of the
Administrative Agent or any Lender with respect to such Security,
shall in any way prejudice or affect the rights, remedies and
powers of the Administrative Agent or the Lenders with respect to
any other such Security.

12.3 RIGHT OF SET-OFF. Following the occurrence of an Event of Default and a
declaration under section 12.2(1)(b) or the Obligations becoming due and
payable under section 12.2(2), each Lender is hereby authorized by the
Borrower at any time and from time to time to the fullest extent permitted
by Law to set off and apply any and all deposits (general or special, time
or demand, provisional or final) at any time held and other Debt at any
time owing to or for the credit or the account of the Borrower against any
and all of the Obligations of the Borrower then due and payable hereunder
and unpaid, and without limitation the Administrative Agent may debit any
account of the Borrower for any such Obligations, whether owed to the
Administrative Agent in its capacity as Administrative Agent or Lender or
owed to other Lenders. Each Lender shall promptly notify the Borrower and
each other Lender after any such set-off and application made by such
Lender; provided that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of the Lenders under
this section 12.3 are, as between themselves, subject to section 14.1, and
are in addition to all other rights and remedies (including other rights
of set-off) which the Lenders may have.

12.4 CURRENCY CONVERSION AFTER ACCELERATION. At any time following the
occurrence of an Event of Default and the acceleration of the Obligations,
each Lender shall be entitled to convert, with two Business Days' prior
notice to the Borrower, its unpaid and outstanding US Dollar Advances or
any of them to Prime Rate Advances. Any such conversion shall be
calculated so that the resulting Prime Rate Advances shall be the
Equivalent Amount in Cdn. Dollars on the date of conversion of the amount
of US Dollars so converted. Any accrued and unpaid interest denominated
in US Dollars at the time of any such conversion shall be similarly
converted to Cdn. Dollars, and such Prime Rate Advances and accrued and
unpaid interest thereon shall thereafter bear interest in accordance with
Article 3.

ARTICLE 13
THE ADMINISTRATIVE AGENT AND THE LENDERS

13.1 AUTHORIZATION AND ACTION. Each Lender hereby appoints and authorizes the
Administrative Agent to take such action as Administrative Agent on its
behalf and to exercise such powers under this agreement and the other
Credit Facility Documents as are delegated to the Administrative Agent by
the terms hereof and thereof, together with such powers as are reasonably
incidental thereto. As to any matters not expressly provided for by this
agreement or such other Credit Facility Documents, the
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- 75 -

Administrative Agent shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting
(and shall be fully indemnified and protected in so acting or refraining
from acting) upon the instructions of the Majority Lenders and such
instructions shall be binding upon all Lenders; provided that the
Administrative Agent shall not be required to take any action which
exposes it to personal liability or which is contrary to this agreement or
such other Credit Facility Documents or applicable Law.

13.2 DUTIES AND OBLIGATIONS. The duties and obligations of the Administrative
Agent hereunder shall be mechanical and administrative in nature, and
Administrative Agent shall not have by reason of this agreement or any
other Credit Facility Document any fiduciary relationship or duty with or
to any Lender.

Neither the Administrative Agent nor any of its directors, officers,
agents or employees shall be liable to any Lender for any action taken or
omitted to be taken by it or them under or in connection with this
agreement or any other Credit Facility Document except for its or their
own gross negligence or wilful misconduct. Without limiting the
generality of the foregoing, the Administrative Agent:

(1) may treat any Lender as the payee of amounts attributable to such
Lender's Commitment unless and until the Administrative Agent
receives written notice of the assignment thereof signed by such
Lender and the Administrative Agent receives the written agreement
of the assignee that such assignee is bound hereby as if it had
been an original Lender party hereto, in each case in form
satisfactory to the Administrative Agent and otherwise in
accordance with section 14.8;

(2) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts
selected by it and shall not be liable to the Lenders for any
action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts;

(3) shall incur no liability under or in respect of this agreement or
any other Credit Facility Document by acting upon any notice,
consent, certificate or other instrument or writing (which may be
by telegram, cable, facsimile or similar means of recorded
communication) believed by it to be genuine and signed or sent by
the proper party or parties or by acting upon any representation or
warranty of the Borrower made or deemed to be made hereunder or
thereunder;

(4) may assume that no Default or Event of Default has occurred and is
continuing unless it has actual knowledge to the contrary; and
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- 76 -

(5) may rely as to any matters of fact which might reasonably be
expected to be within the knowledge of any person upon a
certificate signed by or on behalf of such person.

Further, the Administrative Agent:

(6) does not make any warranty or representation to any Lender and
shall not be responsible to any Lender for the accuracy or
completeness of the documents, information or financial data made
available to the Lenders in connection with the negotiation of this
agreement, or for any statements, warranties or representations
(whether written or oral) made in or in connection with this
agreement or any other Credit Facility Document;

(7) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or
conditions of this agreement or any other Credit Facility Document
on the part of any MDA Party or any other person or to inspect any
Project Assets (including books and records); or

(8) shall not be responsible to any Lender for the due execution,
legality, validity, enforceability, genuineness, sufficiency or
value of this agreement or any other Credit Facility Document.

The Administrative Agent shall promptly distribute to the Lenders copies
of all material received from the Borrower in compliance with the
Borrower's reporting obligations hereunder.

13.3 ADMINISTRATIVE AGENT AND AFFILIATES. With respect to its Commitment and
Accommodations made and to be made by it, the Administrative Agent, which
is also a Lender, shall have the same rights and powers under this
agreement and every other Credit Facility Document as any other Lender and
may exercise the same as though it were not an Administrative Agent; and
the terms "Lender" and "Lenders" shall, unless otherwise expressly
indicated, include the Administrative Agent in its capacity as Lender.
Each Lender (including the Administrative Agent) and its affiliates may
accept deposits from, lend money to and generally engage in any kind of
business with the Borrower and its affiliates, or any corporation or other
entity owned or controlled by such persons, and any person which may do
business with such persons, all as if it were not a party hereto and
without any duty to account therefor to any Lender; provided that nothing
in this section 13.3 shall affect in any manner whatsoever any covenant or
other obligation on the part of the Borrower or any other person to be
observed or performed under this agreement or any other Credit Facility
Document.

13.4 LENDER CREDIT DECISION. It is understood and agreed by each Lender that
it has itself been, and will continue to be, solely responsible for making
its own independent appraisal of and investigations into the financial
condition, creditworthiness,
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- 77 -

condition, affairs, status and nature of the Borrower and its affiliates.
Accordingly, each Lender confirms to the Administrative Agent and each
other Lender that it has not relied, and will not hereafter rely, on the
Administrative Agent or any other Lender:

(1) to check or inquire on its behalf into the adequacy, accuracy or
completeness of any information provided by or on behalf of the
Borrower or any affiliate under or in connection with this
agreement or any other Credit Facility Document or the transactions
herein or therein contemplated (whether or not such information has
been or is hereafter distributed to such Lender by the
Administrative Agent or other Lender), or

(2) to assess or keep under review on its behalf the financial
condition, creditworthiness, condition, affairs, status or nature
of the Borrower or any affiliate.

Each Lender acknowledges that a copy of this agreement has been made
available to it for its review and that it is satisfied with the form and
substance hereof.

13.5 INDEMNIFICATIONS. Each Lender shall indemnify the Administrative Agent,
each affiliate thereof, and each respective director, officer, and
employee of the Administrative Agent and of each such affiliate (to the
extent not reimbursed by the Borrower), rateably with all other Lenders
according to their respective Commitments, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever
which may be imposed on, incurred by, or asserted against the
Administrative Agent or any such affiliate, director, officer or employee
in any way relating to or arising out of this agreement or any other
Credit Facility Document or any action taken or omitted by the
Administrative Agent or any such affiliate, director, officer or employee
under this agreement or any other Credit Facility Document; provided that
no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the gross negligence or wilful
misconduct of an indemnitee. Without limiting the generality of the
foregoing, each Lender agrees to reimburse the Administrative Agent and
each such affiliate, director, officer or employee promptly upon demand
for its share (determined rateably as aforesaid) of any out-of-pocket
expenses (including counsel fees) incurred by the indemnitee in connection
with the preservation of any rights of the Administrative Agent or the
Lenders under, or the enforcement of, or legal advice in respect of rights
or responsibilities under, this agreement or any other Credit Facility
Document, to the extent that the Administrative Agent or such affiliate,
director, officer or employee is not reimbursed for such expenses by the
Borrower.

13.6 SUCCESSOR AGENT. The Administrative Agent may, as hereinafter provided,
resign at any time by giving written notice thereof to the Lenders and the
Borrower and may
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be removed at any time with cause by the Majority Lenders. Upon any such
resignation or removal, the Lenders, after consultation with the Borrower,
shall have the right to appoint a successor Administrative Agent, which
shall be a Lender. If no successor Administrative Agent shall have been so
appointed by the Lenders and shall have accepted such appointment within
30 days after the retiring Administrative Agent's giving of notice of
resignation or the Lenders' removal of the retiring Administrative Agent,
then the retiring Administrative Agent shall on behalf of the Lenders
forthwith designate one of the Lenders the pro tem successor
Administrative Agent, and such designated Lender shall act as
Administrative Agent hereunder pending the appointment of its successor.
Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor Administrative Agent, such successor Administrative Agent
shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the
retiring Administrative Agent shall be discharged from any further duties
and obligations under this agreement. After any retiring Administrative
Agent's resignation or removal hereunder as Administrative Agent, the
provisions of this Article 13 shall enure to its benefit as to any actions
taken or omitted to be taken by it while it was Administrative Agent under
this agreement.

13.7 SUB-AGENT OR CO-AGENT. At any time or times, in order to comply with any
legal requirement in any province, state or other jurisdiction, or to
facilitate the taking by the Administrative Agent of any action provided
for in any Credit Facility Document, the Administrative Agent may appoint
one or more trust companies, chartered banks or other persons (any of whom
may, but need not be, a Lender) to act either as co-agent or sub-agent,
jointly with the Administrative Agent or as a separate agent or agents on
behalf of the Lenders, with such powers and authorities as the
Administrative Agent deems necessary for the effective operation of the
provisions of any Credit Facility Document. In the discretion of the
Administrative Agent, any instrument or agreement appointing any such
co-agent or sub-agent may include provisions for the protection of such
co-agent or sub-agent similar to but no broader than the provisions of
this Article 13. Upon the appointment of any such co-agent or sub-agent
by the Administrative Agent, all references in this agreement and in all
other Credit Facility Documents to the Administrative Agent shall
thereafter be construed as references to such co-agent or sub-agent to the
extent necessary in order to give effect to its powers, authorities and
obligations.

13.8 ASSIGNMENT OF SECURITY. Upon the resignation or removal of the
Administrative Agent pursuant to section 13.6, the Administrative Agent
shall assign and transfer to the successor Administrative Agent all of its
right, title and interest, as agent, in and to the Credit Facility
Document. The successor Administrative Agent shall ensure that all
required notices, registrations and filings in connection with such
assignment are given or made, as the case may be, and the Borrower shall
reimburse the successor Administrative Agent for and in respect of all of
its reasonable costs and expenses in connection therewith.
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ARTICLE 14
MISCELLANEOUS

14.1 SHARING OF PAYMENTS; RECORDS.

(1) Sharing. If:

(a) any Lender shall obtain any payment (whether voluntary,
involuntary, through the exercise of any right of set-off
pursuant to section 12.3 or at law or equity, or otherwise) on
account of any Accommodation made by it (other than Increased
Costs paid to it) in excess of its rateable share of payments
on account of such Accommodation; or

(b) (without regard to outstanding Increased Costs) any Lender
shall at the time of acceleration of the Obligations have
outstanding Obligations which are less than its rateable share
of all outstanding Obligations;

then such Lender shall forthwith purchase from the other Lenders
such participations in the Accommodations made by such other
Lenders as shall be necessary to cause such purchasing Lender to
share the excess payment or be owed the outstanding Obligations
rateably with such other Lenders.

In the case of paragraph (a) of this section 14.1(1), if all or any
portion of such excess payment is thereafter recovered from such
purchasing Lender, such purchase from each other Lender shall be
rescinded and each Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery together with an
amount equal to such other Lender's rateable share (according to
the proportion that the amount such other Lender's required
repayment bears to the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable
by the purchasing Lender in respect of the total amount so
recovered.

Any Lender purchasing a participation from another Lender pursuant
to this section 14.1 may, to the fullest extent permitted by Law,
exercise all its rights of payment (including the right of set-off)
with respect to such participation as fully as if such Lender were
a direct creditor of the Borrower in the amount of such
participation.

(2) Records. The Principal Outstanding under the Credit Facilities,
the unpaid interest accrued thereon, the interest rate or rates
applicable to any unpaid principal amounts, the duration of such
application, the date of acceptance or issue, Face Amount and
maturity of all Bankers' Acceptances and Letters of Credit and the
Commitments shall at all times be ascertained from the records of
the Administrative Agent, which shall be conclusive absent
demonstrated error.
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14.2 AMENDMENTS, ETC.

(1) Amendments - General. Subject to section 14.2(2), no amendment or
waiver of any provision of this agreement or of any other Credit
Facility Document, nor any consent to any departure by the Borrower
or any affiliate herefrom or therefrom, shall in any event be
effective unless the same shall be in writing and signed by the
Majority Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific
purpose for which given.

(2) Amendments - Unanimous. No amendment, waiver or consent shall,
unless in writing and signed by all the Lenders:

(a) waive any of the conditions specified in Article 6;

(b) increase the Commitment of any Lender or subject any Lender to
any additional obligation;

(d) postpone any date fixed for any payment of principal of, or
interest on, any Accommodation or any fees hereunder;

(e) amend this section 14.2;

(f) amend the definitions of "Majority Lenders";

(g) except as permitted by section 10.2(3), permit a change in the
Borrower or an assignment or transfer of any of its rights or
obligations under any Credit Facility Document; or

(h) release all or substantially all of the Security.

(3) Amendments - Administrative Agent. No amendment, waiver or consent
shall, unless in writing and signed by the Administrative Agent in
addition to the Majority Lenders, affect the rights or duties of
the Administrative Agent under any Credit Facility Document.

14.3 NOTICES, ETC.

(1) Notices. Any and all notices or other communications required or
permitted pursuant to this agreement shall be in writing and shall
be personally delivered by courier or telecopied to the addressee
at the address referred to below, in
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which case such notice or other communication shall conclusively be
deemed to have been given to the addressee thereof on the day upon
which it was delivered or received by telecopy if delivered or
received prior to the relevant time on such day (or on the next
Business Day if received after the relevant time or if received on
a day that is not a Business Day). For this purpose, the "RELEVANT
TIME" shall be 10:00 am (local time) in the case of a Notice, and
3:00 pm (local time) in all other cases. The addresses referred to
above for the Borrower and the Administrative Agent are as follows,
and in respect of the Lenders as set forth in Schedule 1 annexed
hereto:

Borrower

XxxXxxxxx, Xxxxxxxxx and Associates Ltd.
00000 Xxxxxxxx Xxxxxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0

Attention: Treasurer

Telecopy No.: (000) 000-0000

Copy to:

Xxxxxxxxx Xxxxxxxx, Q.C.
Xxxxxx Xxxxxx Xxxxx & Xxxxxx
XX Xxx 00000, Xxxxxxx Xxxxxx Xxxxx
#0000, 000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0

Telecopy No.: (000) 000-0000

Administrative Agent

Royal Bank of Canada
Global Banking - Agency
South Tower, Royal Bank Plaza
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0

Attention: Manager, Agency

Telecopy No. (000) 000-0000
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Copy to:

Royal Bank of Canada
23rd Flr., 000 - 0 Xxxxxx X.X.
Xxxxxxx, Xxxxxxx
X0X 0X0

Attention: Xxx XxXxxxxx, Esq.

Telecopy No.: (000) 000-0000

Royal Bank of Canada
2nd Flr., 0000 Xxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0

Attention: Xxxx Xxxx, Esq.

Telecopy No.: (000) 000-0000

(2) Change. Each party may change its address for service by written
notice, given in the manner provided above, to the other parties
and such change shall be effective upon the date the notice shall
be deemed to be received.

(3) Deliveries. All deliveries of financial statements and other
documents to be made by the Borrower to the Lenders hereunder shall
be made by making delivery of such financial statements and
documents to the Administrative Agent (in sufficient copies for
each Lender) to the address in section 14.3(1) or to such other
address as the Administrative Agent may from time to time notify to
the Borrower. All such deliveries shall be effective only upon
actual receipt.

(4) Notice Irrevocable. Each Notice shall be irrevocable and binding
on the Borrower.

(5) Reliance. The Administrative Agent may act upon the basis of
telephonic notice believed by it in good faith to be from the
Borrower prior to receipt of a Notice. In the event of conflict
between the Administrative Agent's record of the applicable terms
of any Accommodation and such Notice, the Administrative Agent's
record shall prevail, absent demonstrated error.

14.4 NO WAIVER; REMEDIES. No failure on the part of the Administrative Agent
or any of the Lenders to exercise, and no delay in exercising, any right
under any Credit Facility Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any right under any Credit
Facility Document preclude any other or
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further exercise thereof or the exercise of any other right. The remedies
herein and therein provided are cumulative and not exclusive of any
remedies provided by Law.

14.5 EXPENSES. The Borrower shall pay to the Administrative Agent, on its own
account and on behalf of the Lenders, all reasonable costs and expenses
(including, without limitation, all legal fees and disbursements on a
solicitor and his own client) incurred:

(i) by the Administrative Agent in connection with this agreement, the
other Credit Facility Documents and the Credit Facilities,
including without limitation:

(A) the negotiation of the term sheet and the negotiation,
preparation, printing, execution, delivery, syndication and
interpretation, both prior and subsequent to the Closing Date,
of this agreement and any other Credit Facility Document (in
this section 14.5, collectively, the "DOCUMENTS");

(B) the performance by the Administrative Agent of its obligations
and duties under any Document;

(D) advice of counsel with respect to the administration of or
other matters relating to the Credit Facility, any Document or
any transaction contemplated thereunder;

(E) the enforcement of any Document or the enforcement or
preservation of rights under and the refinancing, renegotiation
or restructuring (including without limitation negotiation of
any so-called "workout" or similar transaction) of the Credit
Facility under this agreement or any other Document or the
bringing of any action, suit or proceeding with respect to the
enforcement of any Document or any such right or seeking any
remedy which may be available to the Administrative Agent or
the Lenders at law or in equity; and

(F) any amendments, waivers or consents requested by or in respect
of the Borrower or any affiliate pursuant to the provisions
hereof or any other Document;

(ii) by each of the Lenders in connection with:

(A) the enforcement of any Document or the enforcement or
preservation of rights under and the refinancing, renegotiation
or restructuring (including without limitation negotiation of
any so-called "workout" or similar transaction) of the Credit
Facility under this agreement or any
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other Document or the bringing of any action, suit or
proceeding with respect to the enforcement of any Document or
any such right or seeking any remedy which may be available to
the Lenders at law or in equity; and

(B) any amendments, waivers or consents requested by or in respect
of the Borrower or any affiliate pursuant to the provisions
hereof or any other Document.

In addition, the Borrowers shall pay any present or future stamp,
documentary or other like duties and taxes or any other excise or property
taxes, charges or similar levies which arise from any payment made under
any Credit Facility Document or from the execution, delivery or
registration of, or otherwise in respect to, any Credit Facility Document
and shall indemnify and save the Administrative Agent and the Lenders
harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such duties or
taxes. The obligations of the Borrower under this section 14.5 shall
survive the payment and performance of the Obligations.

14.6 JUDGMENT CURRENCY.

(1) Exchange Rate. If, for the purposes of obtaining judgment in any
court, it is necessary to convert a sum due hereunder to the
Administrative Agent or a Lender in one currency (in this section
14.6, the "ORIGINAL CURRENCY") into another currency (in this
section 14.6, the "JUDGMENT CURRENCY"), the parties agree, to the
fullest extent that they may effectively do so, that the rate of
exchange used shall be that at which in accordance with normal
banking procedures the Administrative Agent or Lender could
purchase the Original Currency with the Judgment Currency on the
Business Day preceding that on which final judgment is paid or
satisfied.

(2) Obligation. The obligations of the Borrower in respect of any sum
due in the Original Currency from it to the Administrative Agent or
a Lender under any Credit Facility Document shall, notwithstanding
any judgment in any Judgment Currency, be discharged only to the
extent that, on the Business Day following receipt by the
Administrative Agent or Lender of any sum adjudged to be so due in
such Judgment Currency, the Administrative Agent or Lender may in
accordance with normal banking procedures purchase the Original
Currency with such Judgment Currency. If the amount of the
Original Currency so purchased is less than the sum originally due
to the Administrative Agent or Lender in the Original Currency, the
Borrower agrees, as a separate obligation and notwithstanding any
such judgment, to indemnify the Administrative Agent or Lender
against such loss and, if the amount of the Original Currency so
purchased exceeds the sum originally due to such Agent
91
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or Lender in the Original Currency, the Administrative Agent or
Lender agrees to remit such excess to the Borrower.

14.7 GOVERNING LAW.

(1) Governing Law. This agreement shall be governed by and construed
in accordance with the laws of the Province of British Columbia and
the laws of Canada applicable therein.

(2) Submission to Jurisdiction. Each party hereby irrevocably submits
to the jurisdiction of the courts of British Columbia in any action
or proceeding arising out of or relating to this agreement and
hereby irrevocably agrees that all claims in respect of any such
action or proceeding may be heard and determined in such courts.
Each party hereby irrevocably waives, to the fullest extent it may
effectively do so, the defence of an inconvenient forum to the
maintenance of such action or proceeding. When a name and address
is so indicated opposite a party on the signature pages hereof,
such party hereby irrevocably appoints the person of such name (in
this section 14.7(2), its "PROCESS AGENT") as its agent to receive
on behalf of such party and its property service of copies of the
summons and complaint and any other process which may be served in
any such action or proceeding. Such service may be made by
delivering a copy of such process to the party in care of its
Process Agent at such Process Agent's address so indicated, and
such party hereby irrevocably authorizes and directs its Process
Agent to accept such service on its behalf. As an alternative
method of service, each party also irrevocably consents to the
service of any and all process in any such action or proceeding by
the mailing of copies of such process to it at its address referred
to in section 14.3 or at such other address as it may direct in
accordance with section 14.3. Each party agrees that a final
judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by Law.

(3) Non-Exclusive. Nothing in this section 14.7 shall affect the right
of any party to serve legal process in any other manner permitted
by Law or affect the right of a party to bring any action or
proceeding against another party or its property in the courts of
other jurisdictions.

(4) Trial by Jury. Each of the parties hereto, to the fullest extent
permitted by Law, hereby waives its rights to a trial by jury.
92
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14.8 SUCCESSORS AND ASSIGNS.

(1) Effectiveness. This agreement shall become effective when it shall
have been executed by the Borrower, the Administrative Agent and
each Lender and thereafter shall be binding upon and enure to the
benefit of each such person, its successors and permitted assigns.

(2) Borrower not to Assign. The Borrower shall not have the right to
assign its rights or obligations hereunder or any interest herein
(other than in compliance with section 10.2(3), without the prior
consent of all the Lenders, which consent may be arbitrarily
withheld.

(3) Participations; Assignments. A Lender may:

(a) grant participations in all or any part of a Credit Facility to
one or more persons (each a "PARTICIPANT"); or

(b) assign all or any part (in a minimum amount of $5 million) of
its interest in all (but no less than all) of the Credit
Facilities to one or more persons (each an "ASSIGNEE") and, to
the extent of any such assignment (unless otherwise stated
therein), the assignee shall have the same rights and benefits
hereunder and under the other Credit Facility Documents as it
would have if it were a Lender hereunder;

provided that:
(c) no such Participant or Assignee shall be entitled to receive
any greater payment, on a cumulative basis, than the relevant
Lender would have been entitled to receive;

(d) unless an Event of Default shall have occurred and be
continuing, the consent of the Borrower to an assignment under
section 14.8(3)(b) shall be required (which consents shall not
be unreasonably withheld), and the Borrower shall have the
right to request a period of 30 days within which to seek an
alternate assignee;

(e) no Lender shall have a Commitment below $10 million; and

(f) no such Participant or Assignee shall be a non-resident of
Canada for Canadian withholding tax purposes.

(4) Financial Information. A Lender may deliver a copy of any
financial statement or any other information relating to the
business, assets or condition (financial or otherwise) of the
Borrower or its affiliates which may be furnished to it under this
agreement or otherwise to any Participant or Assignee or any
prospective Participant or Assignee to the extent reasonably
required by such
93
- 87 -

Participant or Assignee in connection with its interest or the
proposed acquisition of an interest in a Credit Facility, subject
to compliance by such Lender with section 14.10.

(5) Lender to Act. Prior to the occurrence of a Default or an Event of
Default, the relevant Lender shall act on behalf of all of its
Participants in all dealings with the Borrower in respect of the
relevant Credit Facility.

(6) Assumption. In order to effect an assignment contemplated by
section 14.8(3)(b), the relevant Lender (i) shall deliver to the
Borrower (at such Lender's cost but exclusive of the fees of the
Borrower's counsel) an agreement by which the Assignee assumes the
obligations and agrees to be bound by all the terms and conditions
of this agreement, all as if such Assignee had been an original
party hereto and (ii) shall pay an administration fee of $3,500 to
the Administrative Agent. Upon any such assignment and such
assumption of the obligations of such Lender by such Assignee, such
Lender and the Borrower shall be mutually released from their
respective obligations hereunder to the extent of such assignment
and assumption and shall thenceforth have no liability or
obligations to each other to such extent, except in respect of
actions taken or matters which have arisen prior to such
assignment.

14.9 CONFLICT. In the event of a conflict between the provisions of this
agreement and the provisions of any other Credit Facility Document, the
provisions of this agreement shall prevail.

14.10 CONFIDENTIALITY. Information provided by the Borrower hereunder will not
be disclosed by the Administrative Agent or Lender or used by the
Administrative Agent or Lender for any purpose other than evaluation,
monitoring and review pursuant to this agreement; provided that such
information may be disclosed:

(1) as contemplated by section 14.8(4) if such Participant or Assignee
is advised such information is confidential, and the Lender advises
the Borrower of the disclosure;

(2) to any director, officer or employee of the Administrative Agent or
Lender or its subsidiaries; provided that same is treated in the
same manner as other confidential information held by the
Administrative Agent or Lender;

(3) to legal counsel, accountants and other consultants and
professional advisors determined by the Administrative Agent or
Lender to require such information for the purpose of assisting in
or advising upon such evaluation, monitoring and review, if such
persons are advised that such information is confidential to the
Borrower;

(4) pursuant to applicable Law;
94
- 88 -

(5) to the extent that such information is public;

(6) to the extent that such information was previously known to the
Administrative Agent or Lender through means other than the
Borrower, or was acquired from a third party not known to the
Administrative Agent or Lender to be under a duty of
confidentiality to the Borrower or its relevant affiliate.

14.11 SEVERABILITY. The provisions of this agreement are intended to be
severable. If any provision of this agreement shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without in any manner affecting the
validity or enforceability thereof in any other jurisdiction or the
remaining provisions hereof in any jurisdiction.

14.12 PRIOR UNDERSTANDINGS. This agreement supersedes all prior understandings
and agreements, whether written or oral, among the parties relating to
the transactions provided for herein.

14.13 TIME OF ESSENCE. Time shall be of the essence hereof.
95
- 89 -

14.14 COUNTERPARTS. This agreement may be executed in counterparts, each of
which shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument, and may be delivered by a party
by facsimile or similar means of recorded communication.

IN WITNESS WHEREOF the parties have caused this agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.

BORROWER:

XXXXXXXXX, XXXXXXXXX AND ASSOCIATES LTD.

Per:
-----------------------------

ADMINISTRATIVE AGENT:

ROYAL BANK OF CANADA

Per:
----------------------------

LENDERS:

ROYAL BANK OF CANADA

Per:
----------------------------
96

SCHEDULE 1

LENDERS AND COMMITMENTS

Lender Address Commitment
------ ------- ----------

Royal Bank of Canada 0000 Xxxx Xxxxxxx Xxxxxx $190 million
Xxxxxxxxx, XX X0X 0X0

SCHEDULE 2

ACCOMMODATION REQUEST

[Date]

Royal Bank of Canada
Global Banking - Agency
South Tower
Royal Bank Plaza
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0

Attention: Manager, Agency
Telecopy: (000) 000-0000

Dear Sirs:

The undersigned refers to the Credit Agreement dated for reference
March 31, 2000 (the "CREDIT AGREEMENT", the terms defined therein being
used herein as so defined) among XxxXxxxxx, Xxxxxxxxx and Associates Ltd.
as Borrower, Royal Bank of Canada as Administrative Agent, and the
Lenders signatory thereto as lenders, and hereby gives you notice
pursuant to the Credit Agreement that the undersigned requests an
Accommodation under the Credit Agreement under the ___________________(1)
Facility as follows:

A. If an Advance is requested:

The date of such Advance, being a Business Day, is ______________.

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

(1) Insert "RTC" or "Term"

The type of Advance comprising such Advance is ______________________.(2)

The aggregate amount of such Advance is $___________________.(3)

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

(2) Specify LIBOR Advance, Prime Rate Advance or Base Rate Advance.

(3) Specify in U.S. Dollars or Canadian Dollars.

99
- 3 -

The initial Interest Period applicable to such Advance is ______________.(4)

B. If a Drawing is requested:

(a) The date of such Drawing, being a Business Day, is _______________.

(b) The aggregate Face Amount of Drafts to be accepted is $__________.

C. If a Conversion of a Prime Rate Advance or a Base Rate Advance is
requested:

(a) Such Advance is currently outstanding as ____________________.(5)

(b) The principal amount of $_____________________ of such Advance is to be
changed into _________________(6) in the principal amount of $ .

(c) The principal amount of $_____________________ of such Advance is to be
changed into ___________________________(7) in the principal amount of
$ .

(d) $_____________________ of the principal amount of such Advance is to be
repaid from the proceeds of the Drawing described in B.

(e) The date of the Conversion is .

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

(4) Specify in the case of a LIBOR Advance the elected period in months.
Insert "N/A" for Prime Rate Advances or Base Rate Advances.

(5) Insert Prime Rate Advance or Base Rate Advance.

(6) See 1 above.

(7) See 1 above.

100
- 4 -

D. If a Conversion or Rollover of a LIBOR Advance is required:

(a) Such LIBOR Advance is in a principal amount of US$______________________
with an Interest Period expiring .

(b) The principal amount of $_____________________ of such LIBOR Advance is
to be changed into __________________(8) in the principal amount of
$ .

101

- 5 -

(c) The principal amount of $_____________________ of such LIBOR Advance is
to be changed into _______________(9) in the principal amount of
$ .

(d) The principal amount of $__________________ of such LIBOR Advance is to
continue as such for a further Interest Period of _____ months
expiring ____________________.

(e) $_____________________ of the principal amount of such LIBOR Advance is
to be repaid from the proceeds of the Drawing described in B.

(e) The date of the Conversion or Rollover is .

E. If a Conversion or Rollover of a Drawing is required:

(a) Such Drawing is in a Face Amount of $______________________ with a
maturity of ____.

(b) $_____________________ of the Face Amount of such Drawing is to be paid
from the proceeds of the Advance described in A.

(c) $_____________________ of the Face Amount of such Drawing is to be paid
from the proceeds of the Drawing described in B.

(d) The date of the Conversion or Rollover is .

XXXXXXXXX, XXXXXXXXX AND ASSOCIATES LTD.

Per:
---------------------------
Authorized Signatory

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

(9) See 1 above.

102

SCHEDULE 3

POWER OF ATTORNEY

WHEREAS XxxXxxxxx, Xxxxxxxxx and Associates Ltd. (the "BORROWER")
wishes to facilitate the acceptance of Bankers' Acceptances pursuant to
the terms of the credit agreement dated as of March 31, 2000 among the
Borrower, Royal Bank of Canada as Administrative Agent, and the Lenders
named therein, to which NAME OF BANK is a party (as amended, supplemented
and restated from time to time, the "CREDIT AGREEMENT").

NOW THEREFORE, the Borrower hereby appoints NAME OF BANK
(hereinafter called the "BANK"), acting by an authorized signing officer
of the Bank, the attorney of the Borrower:

(a) to sign for and on behalf and in the name of the Borrower as
drawer, and if applicable, as endorser, drafts in the Bank's
standard form ("DRAFTS") drawn on the Bank payable to the order
of CDS & Co. (or other nominee name of The Canadian Depository
for Securities Limited) or payable to the order of the Bank;
and

(b) to fill in the amount, date and maturity date of such Drafts;

provided that such acts in each case are to be undertaken by the Bank in
accordance with instructions given to the Bank by the Borrower as
provided in this power of attorney.

Instructions to the Bank relating to the execution, completion,
endorsement, discount and/or delivery by the Bank on behalf of the
Borrower of Drafts which the Borrower wishes to submit to the Bank for
acceptance by the Bank shall be communicated by the Administrative Agent
and/or the Borrower to the Bank in writing to the Attorney at the Bank's
Lending Branch following delivery by the Borrower of an Accommodation
Request pursuant to section 4.2(1) of the Credit Agreement and shall
specify the following information:

(a) reference to this power of attorney;

(b) a Canadian Dollar amount, which shall be the aggregate face
amount of the Drafts to be accepted by the Bank in respect of a
particular Drawing; and

(c) a specified period of time in accordance with section 4.3 of
the Credit Agreement, which shall be the number of days after
the date of such Drafts that such Drafts are to be payable, and
the dates of issues and maturity of such Drafts.

The communication in writing by the Borrower to the Bank of the
instructions referred to above shall constitute (a) the authorization and
instruction of the Borrower to the Bank to complete and endorse Drafts in
accordance with such information as set out above, and (b) the request of
the Borrower to the Bank to accept such Drafts and deliver the same
against payment as set out in the instructions. The Borrower
acknowledges that the Bank shall not be

103

obligated to accept any such Drafts except in accordance with the
provisions of the Credit Agreement.

The Bank shall be and it is hereby authorized to act on behalf of
the Borrower upon and in compliance with instructions communicated to the
Bank as provided herein if the Bank reasonably believes them to be
genuine. If the Bank accepts Drafts pursuant to any such instructions,
the Bank shall confirm particulars of such instructions and advise the
Borrower that the Bank has complied therewith by notice in writing
addressed to the Borrower in accordance with the Credit Agreement. The
Bank's actions confirmed and advised to the Borrower by such notice shall
be conclusively deemed to have been in accordance with the instructions
of the Borrower unless the Borrower notifies the Bank to the contrary in
writing not later than the Business Day next following such deemed
receipt by the Borrower.

The Borrower agrees to indemnify the Bank and its directors,
officers, employees, affiliates and agents and to hold it and them
harmless from and against any loss, liability, expense or claim of any
kind or nature whatsoever incurred by any of them as a result of any
action or inaction in any way relating to or arising out of this power of
attorney or the act contemplated hereby; provided that this indemnity
shall not apply to any such loss, liability, expense or claim which
results from the negligence or wilful misconduct of the Bank or any of
its directors, officers, employees, affiliates or agents or for the Bank
or any of its directors, officers, employees, affiliates or agents
failing to use the same standard of care in the custody of such Drafts as
the Bank uses in the custody of its own property of a similar nature.

This power of attorney may be revoked at any time upon not less
than five (5) Business Days' written notice served upon the Bank at its
Lending Branch; provided that (i) it may be replaced with another power
of attorney forthwith in accordance with the requirements of section 4.8
of the Credit Agreement; and (ii) no such revocation shall reduce, limit
or otherwise affect the obligations of the Borrower in respect of any
Draft executed, completed, endorsed, discounted and/or delivered in
accordance herewith prior to the time at which such revocation becomes
effective.

This power of attorney is in addition to and not in substitution
for any agreement to which the Bank and the Borrower are parties.

This power of attorney shall be governed in all respects by the
laws of the Province of British Columbia and the laws of Canada
applicable therein and each of the Borrower and the Bank hereby
irrevocably attorns to the non-exclusive jurisdiction of the courts of
such jurisdiction in respect to all matters arising out of this power of
attorney.

104
- 3 -

In the event of a conflict between the provisions of this Power of
Attorney and the Credit Agreement, the Credit Agreement shall prevail.
Capitalized terms used and not defined herein shall have the meanings
given to them in the Credit Agreement.

DATED at ________________, this ____ day of ___________, 2000.

XXXXXXXXX, XXXXXXXXX AND ASSOCIATES LTD.

Per:
------------------------
Name:
Title:

105

SCHEDULE 4

SUBSIDIARIES, ETC.

[TO COME FROM MDA]

106

SCHEDULE 5

APPLICABLE MARGINS(1)

---------------------------------------------------------------------------------------------
LEVEL(2) CONSOLIDATED BA STAMPING FEE, FACILITY STANDBY FEE BA STAMPING
DEBT/EBITDA APPLICABLE FEES(4) (TRANCHE C) FEE AND
RATIO MARGIN (RTC FACILITY APPLICABLE
FOR LIBOR AND LC MARGIN FOR
ADVANCES FACILITY) LIBOR
AND L/C FEES(3) ADVANCES
(RTC FACILITY AND (TERM
LC FACILITY) FACILITY)
---------------------------------------------------------------------------------------------

I >/=2.5:1 130.0 45.0 50.0 175.0
---------------------------------------------------------------------------------------------
II >/=2:1<2.5:1 110.0 40.0 45.0 150.0
---------------------------------------------------------------------------------------------
III >/=1.5:1<2:1 90.0 35.0 40.0 125.0
---------------------------------------------------------------------------------------------
IV >/=1:1<1.5:1 82.5 30.0 35.0 112.5
---------------------------------------------------------------------------------------------

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

(1) The Applicable Margin on Prime Rate Advances and Base Rate Advances is
nil, with the exception of 30.0 and 10.0 basis points for levels I and II
respectively.

(2) In the event that, following receipt of financial statements upon which a
calculation of the ratio of Consolidated Debt to EBITDA is made, such
calculation indicates that a new level shall apply, the new level shall
apply with effect as at and from the date of receipt of such financial
statements by the Administrative Agent.

(3) For EDC-Insured Letters of Credit issued under the RTC Facility and the LC
Facility, the L/C fee is 15.0 basis points.

(4) With respect tot he one-half of the LC Facility allocated to EDC-Insured
Letters of Credit, and the portion of the RTC Facility from time to time
allocated to EDC-Insured Letters of Credit in accordance with section
2.1(3)(a), the facility fee shall be 10.0 points per annum.

107

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

V <1:1 75.0 25.0 30.0 100.0
---------------------------------------------------------------------------------------------

108

SCHEDULE 6

REDUCTION REQUEST

Royal Bank of Canada
Global Banking - Agency
South Tower
Royal Bank Plaza
000 Xxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0

Attention: Manager, Agency
Telecopy: (000) 000-0000

Dear Sirs:

The undersigned refers to the Credit Agreement dated for reference March
31, 2000 (the "CREDIT AGREEMENT", the terms defined therein being used herein
as so defined) among XxxXxxxxx, Xxxxxxxxx and Associates Ltd. as Borrower,
Royal Bank of Canada as Administrative Agent, and the Lenders signatory thereto
as lenders, and hereby requests pursuant to the Credit Agreement that the
aggregate Commitments under the ____________Facility be reduced on a permanent
basis to $_____________, with effect as at _________________.

XXXXXXXXX, XXXXXXXXX AND ASSOCIATES LTD.

Per:
----------------------------
Authoritzed Signatory

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Table of Contents

as Borrower - and -

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