CREDIT AGREEMENT

          THIS CREDIT AGREEMENT is dated as of June 22, 2006 and is entered into among Dana Canada Corporation, as Borrower and as a Credit Party, Dana Canada Holding Company, Dana Canada Ltd. and Dana Canada LP, as Guarantors and as Credit Parties, the Lenders from time to time parties hereto, as Lenders, Citibank Canada, JPMorgan Chase Bank, N.A., Toronto Branch and Bank of America, N.A., Canada Branch, as Issuing Banks, Citibank Canada, as Initial Swing Line Lender, Citibank Canada, as Administrative Agent, Citibank Canada, JPMorgan Chase Bank, N.A., Toronto Branch and Bank of America, N.A., Canada Branch, as Joint Lead Arrangers and Joint Bookrunners (collectively, the Lead Arrangers) and Wachovia Capital Finance Corporation (Canada) and CIT Business Credit Canada Inc., as Documentation Agents (collectively, the Documentation Agents) .

RECITALS

A.		The Lenders have agreed to provide certain credit facilities to the Borrower.
B.		The Guarantors have agreed to guarantee the obligations of the Borrower in connection herewith.

          NOW THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

     Accounts means, in respect of each Credit Party, all of such Credit Partys now existing and future: (a) accounts (as defined in the PPSA), and any and all other receivables (whether or not specifically listed on schedules furnished to the Administrative Agent), including all accounts created by, or arising from, all of such Credit Partys sales, leases, loans, rentals of goods or renditions of services to its customers, including those accounts arising under any of such Credit Partys trade names or styles, or through any of such Credit Partys divisions; (b) any and all instruments, documents, chattel paper (including electronic chattel paper) (all as defined in the PPSA); (c) unpaid sellers or lessors rights (including rescission, replevin, reclamation, repossession and stoppage in transit) relating to the foregoing or arising therefrom; (d) rights to any goods represented by any of the foregoing, including rights to returned, reclaimed or repossessed goods; (e) reserves and credit balances arising in connection with or pursuant hereto; (f) guarantees, indemnification rights, supporting obligations, payment intangibles, tax refunds and letter of credit rights; (g) insurance policies or rights relating to any of the foregoing; (h) intangibles pertaining to any and all of the foregoing (including all rights to payment, including those arising in connection with bank and non-bank credit cards), and including books and records and any electronic media and software relating thereto; (i) notes, deposits or property of borrowers or other account debtors securing the obligations of any such borrowers or other account debtors to such Credit Party; (j) cash and non cash proceeds (as defined in the PPSA) of any and all of the foregoing; and (k) all monies and claims for monies now or hereafter due and payable in connection with any and all of the foregoing or otherwise.

     Acceptance Fee means a fee payable by the Borrower to the Administrative Agent for the account of a Lender in Canadian Dollars with respect to the acceptance of a B/A or the making of a B/A Equivalent Loan, calculated on the face amount of the B/A or the B/A Equivalent Loan at a rate per

annum equal to the Applicable Margin from time to time in effect on the basis of the actual number of days in the applicable Contract Period (including the date of acceptance and excluding the date of maturity) and a year of 365 days, (it being agreed that the Applicable Margin in respect of a B/A Equivalent Loan is equivalent to the Applicable Margin otherwise applicable to the B/A Borrowing which has been replaced by the making of such B/A Equivalent Loan pursuant to Section 2.11 (h)).

     Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (i) the acquisition of all or substantially all of the assets of any Person, or any business or division of any Person, (ii) the acquisition or ownership of in excess of 50% of the Equity Securities in any Person, or (iii) the acquisition of another Person by a merger, consolidation, amalgamation or any other combination with such Person.

     Administrative Agent means Citibank Canada, in its capacity as administrative agent for the Lenders hereunder, or any successor Administrative Agent appointed pursuant to Section 8.9.

     Administrative Questionnaire means an administrative questionnaire in a form supplied by the Administrative Agent.

     Affiliate means, (a) any Person which, directly or indirectly, Controls, is Controlled by or is under common Control with any other Person; (b) any Person which beneficially owns or holds, directly or indirectly, 10% or more of any class of voting stock or equity interest (including partnership interests) of any other Person; (c) any Person, 10% or more of any class of the voting stock (or if such Person is not a corporation, 10% or more of the equity interest, including partnership interests) of which is beneficially owned or held, directly or indirectly, by any other Person; or (d) any Person related within the meaning of the ITA to any such Person and includes any Affiliate within the meaning specified in the Canada Business Corporations Act on the date hereof.

     Agreement means this Credit Agreement, as it may be amended, modified, supplemented or restated from time to time.

     Agreement Value means, for each Hedge Agreement, on any date of determination, an amount equal to: (a) in the case of a Hedge Agreement documented pursuant to the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives Association, Inc. (the Master Agreement), the amount, if any, that would be payable by any Credit Party to its counterparty to such Hedge Agreement, as if (i) such Hedge Agreement were being terminated early on such date of determination, (ii) such Credit Party was the sole Affected Party, and (iii) the Administrative Agent was the sole party determining such payment amount (with the Administrative Agent making such determination pursuant to the provisions of the form of Master Agreement); (b) in the case of a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss or gain on such Hedge Agreement to the Credit Party signatory to such Hedge Agreement based on the settlement price of such Hedge Agreement on such date of determination; or (c) in all other cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss or gain on such Hedge Agreement to the Credit Party signatory to such Hedge Agreement determined as the amount, if any, by which (i) the present value of the future cash flows to be paid by such Credit Party exceeds (ii) the present value of the future cash flows to be received by such Credit Party pursuant to such Hedge Agreement; capitalized terms used and not otherwise defined in this definition shall have the respective meanings set forth in the above described Master Agreement.

     Applicable Law means all federal, provincial, municipal, foreign and international statutes, acts, codes, ordinances, decrees, treaties, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards

or any provisions of the foregoing, including general principles of common and civil law and equity, and all policies, practices and guidelines of any Governmental Authority binding on the Person referred to in the context in which such word is used, in each case having the force of law.

     Applicable Margin means, with respect to (a) Canadian Prime Loans and Base Rate Loans, 1.25% per annum, and (b) LIBO Rate Loans and B/A Borrowings, 2.25% per annum.

     Applicable Percentage means with respect to any Lender, the percentage of the total Commitments represented by such Lenders Commitment. If any Commitments have terminated or expired, the Applicable Percentages in respect of the terminated or expired Commitments shall be determined based upon the relevant Commitments most recently in effect (i.e., prior to their termination or expiry), giving effect to any assignments.

     Assignment and Assumption means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.4), and accepted by the Administrative Agent, in the form of Exhibit I or any other form approved by the Administrative Agent.

     Availability Reserves means, as of any date of determination, such amounts as shall initially be mutually agreed to by the Borrower and the Administrative Agent, and thereafter may be fixed and revised from time to time by the Administrative Agent in its reasonable commercial judgment, reducing the Borrowing Base which would otherwise be available to the Borrower under the lending formulas provided for herein, without duplication, (a) to reflect criteria, events, conditions, contingencies or risks which, as determined by the Administrative Agent in its commercially reasonable judgment, do or may affect either (i) the value of any component of the Borrowing Base or (ii) the enforceability, perfection and priority of the security interests and other rights of the Administrative Agent in the Collateral, or (b) to reflect the Administrative Agents customary practice or its commercially reasonable belief that any collateral report or financial information furnished by or on behalf of the Borrower to the Administrative Agent is or may have been incomplete, inaccurate or misleading. Without limiting the foregoing, the Administrative Agent, in its sole discretion, may establish and/or increase Availability Reserves in respect of: (a) (i) up to three months rental payments or similar charges for any Credit Partys Designated Leased Locations for which the Borrower has not delivered to the Administrative Agent a landlords waiver or bailees letter substantially in the form attached hereto as Exhibits G and H, respectively, plus (ii) up to three months estimated payments plus any other fees or charges owing by the Credit Parties to any applicable warehousemen or third party processor (as determined by the Administrative Agent in its commercially reasonable business judgment), provided that any of the foregoing amounts shall be adjusted from time to time hereafter upon (x) delivery to the Administrative Agent of any such acceptable waiver, (y) the opening or closing of a collateral location and/or (z) any change in the amount of rental, storage or processor payments or similar charges; (b) statutory claims, deemed trusts, or inventory subject to rights of suppliers under Section 81.1 of the BIA (generally known as the 30-day goods rule), or any other Applicable Law; (c) collective agreement, employee or employee benefit related liabilities which have priority by operation of law over the claims of the Administrative Agent and the Lenders; and (d) any other claims that have priority over the claims of the Administrative Agent and the Lenders, including Priority Payables.

     Authorization means, with respect to any Person, any authorization, order, permit, approval, grant, licence, consent, right, franchise, privilege, certificate, judgment, writ, injunction, award, determination, direction, decree, by-law, rule or regulation of any Governmental Authority having jurisdiction over such Person, whether or not having the force of Law.

     B/A Borrowing means a Borrowing comprised of one or more Bankers Acceptances or, as applicable, B/A Equivalent Loans. For greater certainty, unless the context requires otherwise, all provisions of this Agreement which are applicable to Bankers Acceptances are also applicable, mutatis mutandis, to B/A Equivalent Loans.

     B/A Equivalent Loan has the meaning set out in Section 2.11(h).

     Bankers Acceptance and B/A mean an instrument denominated in Canadian Dollars, drawn by the Borrower and accepted by a Lender in accordance with this Agreement, and includes a depository note within the meaning of the Depository Bills and Notes Act (Canada) and a bill of exchange within the meaning of the Bills of Exchange Act (Canada).

     Base Rate means, on any day, the annual rate of interest equal to the greater of (i) the annual rate of interest announced from time to time by the Administrative Agent and in effect as its base rate at its principal office in Toronto, Ontario on such day for determining interest rates on U.S. Dollar-denominated commercial loans made by it in Canada, (ii) the Deposit Rate plus 0.50%, and (iii) the Federal Funds Effective Rate plus 0.50%.

     Base Rate Borrowing means a Borrowing comprised of one or more Base Rate Loans.

     Base Rate Loan means a Loan denominated in U.S. Dollars made by the Lenders to the Borrower hereunder pursuant to a drawdown, rollover or conversion of a Loan on which interest is payable upon the Base Rate.

     BIA means the Bankruptcy and Insolvency Act (Canada).

     Blocked Account Agreement has the meaning set out in Section 2.18(b).

     Blocked Accounts has the meaning set out in Section 2.18(a).

     Borrower means Dana Canada Corporation, a Nova Scotia unlimited liability company.

     Borrowing means any availment of the Credit, which includes a Loan, the issuance of a Letter of Credit (or any amendment thereto or renewal or extension thereof), and a rollover or conversion of any outstanding Loan.

     Borrowing Availability means, as of any date of determination, the lesser of (i) the Maximum Amount and (ii) the Borrowing Base, in each case, less the Exposure at such time.

     Borrowing Base means, at any time, an amount (which may not be less than zero) equal to the sum of:

	(i)		up to 85% of the aggregate amount of all Eligible Accounts, plus
	(ii)		up to 85% of the Net Recovery Rate of Eligible Inventory valued at the lower of cost (determined on a first-in, first-out basis) or book value and based on the then most recent appraisal, plus
	(iii)		up to 80% of the Net Recovery Rate of Eligible Equipment, plus
	(iv)		up to 60% of the fair market value of all real property located in Canada and owned in fee simple by a Credit Party, minus

(v)

an amount equal to all Availability Reserves.

     Borrowing Base Report means the report of the Borrower concerning the amount of the Borrowing Base, to be delivered pursuant to Section 5.1, substantially in the form of Exhibit A.

     Borrowing Request means a request by the Borrower for a Borrowing substantially in the form of Exhibit B.

     Business Day means any day that is not (i) a Saturday, Sunday or other day on which commercial banks in Toronto, Ontario are authorized or required by Applicable Law to remain closed, and (ii) in the case of any U.S. Dollar denominated Borrowing, any other day on which commercial banks in New York, New York are authorized or required by Applicable Law to remain closed, and (iii) in the case of any LIBO Rate Loan, any other day on which commercial banks in London, England are authorized or required by Applicable Law to remain closed.

     Canadian Dollars and Cdn.$ refer to lawful money of Canada.

     Canadian $ Equivalent means, on any day, the amount of Canadian Dollars that the Administrative Agent could purchase, in accordance with its normal practice, with a specified amount of U.S. Dollars based on the Bank of Canada noon spot rate on such date.

     Canadian Prime Borrowing means a Borrowing comprised of one or more Canadian Prime Loans.

     Canadian Prime Loan means a Loan denominated in Canadian Dollars made by the Lenders to the Borrower hereunder pursuant to a drawdown, rollover or conversion of a Loan which bears interest at a rate based upon the Canadian Prime Rate.

     Canadian Prime Rate means, on any day, the annual rate of interest equal to the greater of (i) the annual rate of interest announced from time to time by the Administrative Agent and in effect as its prime rate at its principal office in Toronto, Ontario on such day for determining interest rates on Canadian Dollar denominated commercial loans made by it in Canada, and (ii) the annual rate of interest equal to the sum of (A) the one month CDOR Rate in effect on such day, plus (B) 1.00%.

     Canadian Resident Lender means, a Person which is (i) not a non-resident of Canada for the purposes of the ITA, or (ii) an authorized foreign bank, as defined in section 2 of the Bank Act (Canada) and in section 248(1) of the ITA, and which acquires and holds all of its interests under the Credit as part of its Canadian banking business, as defined in subsection 248(1) of the ITA.

     Canadian Subsidiary means any Subsidiary of any Credit Party organized under the laws of Canada or of a province or territory located within Canada.

     Capital Expenditures means, for any Person for any period, the sum (without duplication) of all expenditures made, directly or indirectly, by such Person during such period for equipment, fixed assets, real property or improvements, or for replacements or substitutions therefor or additions thereto, that have been or should be, in accordance with GAAP, reflected as additions to property, plant or equipment on a consolidated balance sheet of such Person. For purposes of this definition, the purchase price of equipment that is purchased simultaneously with the trade in of existing equipment or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price less the credit granted by the seller of such equipment for the equipment being traded in at such time or the amount of such proceeds, as the case may be.

     Capital Lease Obligations of any Person means the obligations of such Person to pay rent or other amounts under any Capitalized Lease, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

     Capitalized Leases means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

     Cases means the proceedings relating to Dana Corporation and certain of its United States Subsidiaries commenced pursuant to voluntary petitions filed in the U.S. Bankruptcy Court for relief under Chapter 11 of the U.S. Bankruptcy Code.

     Cash Equivalents means any of the following, to the extent owned by any Credit Party free and clear of all Liens other than Permitted Liens and having a maturity of not greater than 12 months from the date of issuance thereof: (a) readily marketable direct obligations of the Government of the United States or Canada or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States or Canada, (b) certificates of deposit of or time deposits with any commercial bank that is a Lender or a member of the Federal Reserve System or a chartered bank of Canada listed on Schedules I, II or III of the Bank Act (Canada) that issues (or the parent of which issues) commercial paper rated as described in clause (c), is organized under the laws of the United States or Canada or any state or province thereof and has combined capital and surplus of at least U.S.$500,000,000, (c) commercial paper in an aggregate amount of no more than U.S.$10,000,000 per issuer outstanding at any time, issued by any corporation organized under the laws of any state of the United States or Canada and rated at least Prime 1 (or the then equivalent grade) by Moodys or A 1 (or the then equivalent grade) by S&P or R-1 High (or the then equivalent) by DBRS, (d) Investments, classified in accordance with GAAP, as current assets of a Credit Party, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by financial institutions that have the highest rating obtainable from either Moodys or S&P, or (e) offshore overnight interest bearing deposits in foreign branches of Citibank, N.A., JP Morgan Chase Bank, N.A. or Bank of America, N.A.

     Cash Management Obligations means all Obligations of any Credit Party owing to a Lender (or a Lender Affiliate) in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearing house transfers of funds, which Obligations shall be Secured Obligations to the extent provided for, and subject to the limitations set forth, in Section 6.2(viii) and Section 2.16(b)(ii).

     CDOR Rate means, on any day and for any period, an annual rate of interest equal to the average rate applicable to Canadian Dollar bankers acceptances for the applicable period appearing on the Reuters Screen CDOR Page (as defined in the International Swaps and Derivatives Association, Inc. 2000 definitions, as modified and amended from time to time), rounded to the nearest 1/100th of 1% (with .005% being rounded up), at approximately 10:00 a.m., Toronto time, on such day, or if such day is not a Business Day, then on the immediately preceding Business Day, provided that if such rate does not appear on the Reuters Screen CDOR Page on such day as contemplated, then the CDOR Rate on such day shall be calculated as the average of the rates for such period applicable to Canadian Dollar bankers acceptances quoted by the banks listed in Schedule I of the Bank Act (Canada) as of 10:00 a.m., Toronto time, on such day or, if such day is not a Business Day, then on the immediately preceding Business Day.

     Change in Control means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group of Persons acting jointly or otherwise in concert of Equity Securities (i) of any Credit Party other than by another Credit Party or Dana International, (ii) of Dana International other than by Dana Corporation, or (iii) representing more than 40% of the aggregate ordinary voting

power represented by the issued and outstanding Equity Securities of Dana Corporation; or (b) after the Effective Date, the occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower or Dana Corporation by Persons who were neither (i) nominated by the board of directors of the Borrower or Dana Corporation, as applicable, nor (ii) appointed by directors so nominated.

     Change in Law means (i) the adoption of any new Applicable Law after the date of this Agreement, or (ii) any change in any existing Applicable Law or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement.

     Collateral means the property described in and subject to the Liens, privileges, priorities and security interests purported to be created by any Security Document.

     Commitment means a Revolving Commitment or a Swing Line Commitment.

     Completion Date has the meaning specified in Section 6.7.

     Contract Date has the meaning specified in Section 6.7.

     Contract Period means the term of any B/A Borrowing selected by the Borrower in accordance with Section 2.3(a)(iv) commencing on the date of such B/A Borrowing and expiring on a Business Day which shall be either one month, two months, three months or six months thereafter (or such other terms as may be requested by the Borrower and approved unanimously by the Lenders); provided that (i) subject to subparagraph (ii) below, each such period shall be subject to such extensions or reductions as may be determined by the Administrative Agent to ensure that each Contract Period will expire on a Business Day, and (ii) no Contract Period shall extend beyond the Maturity Date.

     Control means, in respect of a particular Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise. Controlling and Controlled have meanings correlative thereto.

     Cover means an amount equal to, as applicable, the maximum amount of LC Exposure available for drawing at such time, or the face amount of all Bankers Acceptances outstanding at such time, and when required by this Agreement for LC Exposure or Bankers Acceptances, shall be effected by paying to the Administrative Agent in immediately available funds, to be held by the Administrative Agent in a collateral account maintained by the Administrative Agent at its Payment Office and collaterally assigned to the Administrative Agent as security. Such amount shall be retained by the Administrative Agent in such collateral account until such time as the applicable Letters of Credit and Bankers Acceptances shall have expired or matured and Reimbursement Obligations, if any, with respect thereto shall have been fully satisfied; provided that if any such Reimbursement Obligations are not satisfied when due hereunder, the Administrative Agent may apply any or all amounts in such collateral account in satisfaction of any or all such Reimbursement Obligations.

     Credit means the U.S.$100,000,000 (or the Canadian $ Equivalent thereof) revolving credit facility established pursuant to the Commitments of the Lenders.

     Credit Card Program means the credit card program established pursuant to the Citibank One Card Agreement dated May 22, 2002 between Dana Canada Corporation and Citibank Canada.

     Credit Party means the Borrower, each Guarantor, and any other Person which is a party to a Loan Document (other than the Administrative Agent and the Lenders).

     Dana Canada Note means the unsecured amended and restated promissory note in the original principal amount of Cdn.$229,518,300 (as such amount may have been increased by capitalization of interest), originally dated December 19, 2003 and restated on June 22, 2006, issued by the Borrower to Dana Canada LP, as it may be further amended, restated, replaced or supplemented from time to time, in accordance with this Agreement.

     Dana Corporation means Dana Corporation, a Virginia corporation and, at the date hereof, a debtor-in-possession in the Cases.

     Dana Holding means Dana Canada Holding Company.

     Dana Holding Note means the unsecured amended and restated promissory note in the original principal amount of Cdn.$229,518,300 (as such amount may have been increased by capitalization of interest), originally dated December 19, 2003 and restated on June 22, 2006, issued by Dana Holding to Dana International, as it may be further amended, restated, replaced or supplemented from time to time, in accordance with this Agreement.

     Dana International means Dana International Holdings, Inc.

     Dana Notes means, collectively, the Dana Canada Note and the Dana Holding Note.

     DBRS shall mean Dominion Bond Rating Service Limited, or its successor.

     Default means any event or condition which constitutes an Event of Default or which, upon notice, lapse of time or both, would, unless cured or waived, become an Event of Default.

     Deposit Rate means, for any day, the secondary market rate for three-month certificates of deposit reported as being in effect on such day (or, if such day is not a Business Day, the next preceding Business Day) by the Federal Reserve Board through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Federal Reserve Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day) or, if such rate is not so reported for any day which is a Business Day, the average of the secondary market quotations for such day on such three-month certificates of deposit received by the Administrative Agent from three negotiable certificate of deposit dealers of recognized standing selected by it.

     Designated Leased Location means each of the locations set out in Schedule C and each and every other premises or location from time to time leased by a Credit Party after the Effective Date where assets having a fair value in excess of US$1 million will be situated.

     Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule B.

     Discount Proceeds means, for any B/A (or, as applicable, any B/A Equivalent Loan), an amount (rounded to the nearest whole cent, and with one-half of one cent being rounded up) calculated on the applicable date of Borrowing by multiplying:

	(i)		the face amount of the B/A (or, as applicable, the undiscounted amount of the B/A Equivalent Loan); by
	(ii)		the quotient of one divided by the sum of one plus the product of:

	(A)		the Discount Rate (expressed as a decimal) applicable to such B/A (or as applicable, such B/A Equivalent Loan), multiplied by
	(B)		a fraction, the numerator of which is the Contract Period of the B/A (or, as applicable, the B/A Equivalent Loan) and the denominator of which is 365,

with such quotient being rounded up or down to the nearest fifth decimal place, and with .000005 being rounded up.

     Discount Rate means, with respect to either a B/A for a particular Contract Period being purchased by a Lender on any day or a B/A Equivalent Loan being made by a Lender on any day, (i) for any Lender which is a Schedule I chartered bank under the Bank Act (Canada), the CDOR Rate on such day for such Contract Period; and (ii) for any other Lender, the lesser of (a) the CDOR Rate on such day for such Contract Period, plus 0.10%, and (b) the percentage discount rate quoted by such Lender as the percentage discount rate at which such Lender would, in accordance with its normal practices, at or about 10:00 a.m., Toronto time, on such date, be prepared to purchase bankers acceptances or make B/A Equivalent Loans having a face amount and term comparable to the face amount and term of such B/A or, in the case of a Lender making a B/A Equivalent Loan.

     Documentation Agents has the meaning specified in the recital of parties to this Agreement.

     EDC Account means an Account which is fully insured by export/import insurance provided by Export Development Canada and its successors and assigns.

     Effective Date means the date on which all of the conditions specified in Section 4.1 are satisfied or waived in accordance with Section 9.2, as confirmed in a written notice from the Administrative Agent to the Borrower.

     Eligible Account means, at the time of any determination thereof, the invoice amount (which shall be the Canadian $ Equivalent at such time of any amount denominated in U.S.$) owing on each Account of a Credit Party (net of any credit balance, returns, trade discounts, unapplied cash, unbilled amounts or retention or finance charges) at such time that is not ineligible for inclusion in the calculation of the Borrowing Base by reason of any of the statements in (1) to (21) below not being accurate and complete. Criteria and eligibility standards shall initially be mutually agreed to by the Borrower and the Administrative Agent, and thereafter may be fixed and revised from time to time by the Administrative Agent in its reasonable discretion. Unless otherwise from time to time approved in writing by the Administrative Agent, no Account shall be deemed an Eligible Account unless each of the following statements with respect to such Account is accurate and complete:

          (1) Such Account is a binding and valid obligation of the obligor thereon and is in full force and effect;

          (2) Such Account is evidenced by an invoice and is payable in either (x) Canadian Dollars or U.S. Dollars or (y) any other currency as to which an Availability Reserve is taken by the Administrative Agent in the exercise of its reasonable discretion;

          (3) Such Account is genuine as appearing on its face or as represented in the books and records of the Borrower and the applicable Credit Party;

          (4) Such Account is free from asserted claims regarding rescission, cancellation or avoidance, whether by operation of Applicable Law or otherwise, provided that only the portion subject to such claims shall be excluded;

          (5) Payment of such Account is not more than 90 days past the original invoice date thereof and not more than 60 days past the original due date thereof;

          (6) Such Account is net of concessions, offset, deduction, contras, returns, chargebacks or understandings with the obligor thereon that in any way could reasonably be expected to adversely affect the payment of, or the amount of, such Account, provided that only the portion subject to such claims shall be excluded;

          (7) The Administrative Agent on behalf of the Secured Parties, has a first priority (subject only to Permitted Senior Liens) perfected Lien covering such Account and such Account is, and at all times will be, free and clear of all other Liens (other than Permitted Liens);

          (8) The obligor on such Account is not an Affiliate or a director, officer or employee of any Credit Party;

          (9) Such Account arose in the ordinary course of business of the Credit Party out of the sale of goods or services by the Credit Party;

          (10) Such Account is not payable by an obligor in respect of which 50% or more (by amount) of the total aggregate Accounts owed to a Credit Party by such obligor are more than 90 days past the original invoice date thereof or more than 60 days past the original due date thereof;

          (11) All consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority required to be obtained, effected or given in connection with the execution, delivery and performance of such Account by each party obligated thereunder, or in connection with the enforcement and collection thereof by the Administrative Agent, if any, have been duly obtained, effected or given and are in full force and effect;

          (12) The obligor on such Account is not the subject of any bankruptcy or insolvency proceeding, does not have a trustee or receiver appointed for all or a substantial part of its property, has not made an assignment for the benefit of creditors, admitted its inability to pay its debts as they mature, suspended its business or initiated negotiations regarding a compromise of its debt with its creditors (other than postpetition Accounts of an obligor that is a debtor-in-possession under the U.S. Bankruptcy Code and is reasonably acceptable to the Administrative Agent);

          (13) The obligor of such Account is organized and existing under the laws of the United States of America or a state or other political subdivision thereof or the federal laws of Canada, a province or territory thereof, or if the obligor is not so organized and existing, (A) such Account is supported by a letter of credit from an institution and in form and substance satisfactory to the Administrative Agent in its sole discretion or (B) a Credit Party provides evidence satisfactory to the Administrative Agent that there is an enforceable, perfected security interest under the laws of the applicable foreign jurisdiction in such Account in favour of the Administrative Agent or (C) such Account is an EDC Account;

          (14) The obligor of such Account is not a Governmental Authority, if the enforceability or effectiveness against such Governmental Authority of an assignment of such Account is subject to any precondition which has not been fulfilled;

          (15) In the case of the sale of goods, the subject goods have been completed, sold and shipped, on a true sale basis on open account, or subject to contract, and not on consignment, on approval, on a sale or return basis, or on a bill and hold or pre-sale basis or subject to any other repurchase or return agreement; no material part of the subject goods has been returned, rejected, lost or damaged; and such Account is not evidenced by chattel paper or a promissory note or an instrument of any kind, unless such chattel paper, promissory note or other instrument has been delivered to the Administrative Agent and is subject to a Lien under the Security Documents;

          (16) Each of the representations and warranties set forth herein and in the Loan Documents with respect to such Account is true and correct on such date;

          (17) A cheque, promissory note, draft, trade acceptance or other instrument has not been received with respect to such Account (or with respect to any other account due from the same account debtor), presented for payment and returned uncollected for any reason;

          (18) Such Account is not a pre-billed account or an account arising from progress billing;

          (19) The assignment (whether absolutely or by way of security) of such Account is not limited or restricted by the terms of the contract evidencing or relating to such Account or, if assignment of such Account is so restricted, such limitation or restriction has been complied with or the laws of the jurisdiction(s) governing the validity of such assignment provide that such limitation or restriction is ineffective as against the secured creditor with a security interest therein;

          (20) Such Account is not an Account which is designated by a Credit Party as a convenience account; and

          (21) Such Account is not created on cash on delivery terms, or on extended terms and is not due and payable more than 90 days from the invoice date;

provided that, if at any time the aggregate amount of all Eligible Accounts owed to a Credit Party by a particular obligor or its Affiliates exceeds 20% (or 25% in the case of Ford Motor Company and its Affiliates) of the aggregate amount of all Eligible Accounts at such time owed to such Credit Party (determined without giving effect to any reduction in Eligible Accounts pursuant to this proviso), then, unless the Accounts of such obligors and its Affiliates are insured pursuant to credit insurance acceptable to the Administrative Agent which has been assigned to the Administrative Agent in form acceptable to the Administrative Agent, the amount of such Accounts in excess of 20% (or 25% in the case of Ford Motor Company and its Affiliates) of such aggregate amount of all Eligible Accounts shall be excluded in determining the aggregate amount of all Eligible Accounts at such time. In addition, in determining the aggregate amount from the same obligor that is unpaid more than 90 days past the original invoice date or more than 60 days past the original due date pursuant to clause (5) above, there shall be excluded the amount of any net credit balances relating to Accounts due from an obligor with invoice dates more than 90 days from the date of invoice or more than 60 days from the due date.

     Eligible Assignee means (a) another Lender, (b) with respect to any Lender, any Affiliate of that Lender, (c) any commercial bank or chartered bank having total assets of Cdn.$2,500,000,000 (or during an Event of Default, $250,000,000) or more, (d) any (i) trust company, savings bank, savings and loan association or similar financial institution, or (ii) insurance company engaged in the business of writing insurance which, in either case (A) has total assets of Cdn.$2,500,000,000 (or during an Event of Default, $250,000,000) or more, (B) is engaged in the business of lending money and extending credit under credit facilities substantially similar to those extended under this Agreement, (C) is operationally

and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank or chartered bank, and (e) any other financial institution (including a mutual fund or other fund) having total assets of Cdn.$2,500,000,000 (or during an Event of Default, $250,000,000) or more which meets the requirements set forth in subclauses (B) and (C) of clause (d) above, provided, that in each case such assignee is a Canadian Resident Lender (except during the continuance of an Event of Default), and provided further that, no Credit Party or Affiliate of a Credit Party shall qualify as an Eligible Assignee.

     Eligible Equipment means, at the time of any determination thereof, without duplication, all Equipment of the Credit Parties, valued in Canadian Dollars at such time on a lower of cost or market basis in accordance with GAAP, that is not ineligible for inclusion in the Borrowing Base by reason of any of the statements in (1) to (6) below not being accurate and complete. Criteria and eligibility standards used in determining Eligible Equipment shall initially be mutually agreed to by the Borrower and the Administrative Agent, and thereafter may be fixed and revised from time to time by the Administrative Agent in its reasonable discretion. Unless otherwise from time to time approved in writing by the Administrative Agent, no item of Equipment shall be deemed Eligible Equipment unless each of the following statements with respect to such item of Equipment is accurate and complete: