CREDIT AGREEMENT, dated as of July 29, 2003 (herein, as amended, supplemented or otherwise modified from time to time, this Agreement), among the following:

(i)                                     GENLYTE THOMAS GROUP LLC, a Delaware limited liability company (Genlyte Thomas), and GENLYTE THOMAS GROUP NOVA SCOTIA ULC, a Nova Scotia unlimited liability company and wholly-owned subsidiary of Genlyte Thomas (Genlyte Nova Scotia) (Genlyte Thomas and Genlyte Nova Scotia are herein, each a Borrower and collectively, together with each of their respective successors and assigns, the Borrowers);

(ii)                                  the lending institutions listed in Annex I hereto (herein, together with its or their successors and assigns, each a Lender and collectively, the Lenders);

(iii)                               NATIONAL CITY BANK OF KENTUCKY, a national banking association, as one of the Lenders, as the Lender under the Swing Line Revolving Facility referred to herein (herein, together with its successors and assigns, the Swing Line Lender), as a Letter of Credit Issuer (herein, together with its successors and assigns, a Letter of Credit Issuer), as a Co-Lead Arranger (a Co-Lead Arranger), and as the administrative agent for the Domestic Revolving Facility referred to herein (the Domestic Administrative Agent or an Administrative Agent);

(iv)                              BANK ONE, NA, CANADA BRANCH a national banking association, as one of the Lenders, as a Letter of Credit Issuer (herein, together with its successors and assigns, a Letter of Credit Issuer) and as the administrative agent for the Canadian Revolving Facility referred to herein (the Canadian Administrative Agent or an Administrative Agent and collectively with the Domestic Administrative Agent, the Administrative Agents);

(v)                                 BANK ONE, NA, a national banking association, as one of the Lenders and as a Letter of Credit Issuer (herein, together with its successors and assigns, a Letter of Credit Issuer);

(vi)                              BANK OF AMERICA, N.A., a national banking association, as one of the Lenders and as a Letter of Credit Issuer (herein, together with its successors and assigns, a Letter of Credit Issuer);

(vii)                           BANC ONE CAPITAL MARKETS, INC., a Delaware corporation, as one of the co-lead arrangers (a Co-Lead Arranger and together with National City Bank of Kentucky, the Co-Lead Arrangers);

(viii)                        PNC BANK, NATIONAL ASSOCIATION, a national banking association, as one of the Lenders and as a co-documentation agent (a Co-Documentation Agent); and

(ix)                                SUNTRUST BANK, a Georgia corporation, as a Lender and as a co-documentation agent (a Co-Documentation Agent, and together with PNC Bank, National Association, the Co-Documentation Agents).

PRELIMINARY STATEMENTS:

(1)                                  Unless otherwise defined herein, all capitalized terms used herein and defined in section 1 are used herein as so defined.

(2)                                  The Borrowers have applied to the Lenders for credit facilities in order to refinance certain indebtedness of the Borrowers and in order to provide working capital and funds for capital expenditures and other lawful general corporate purposes.

(3)                                  Subject to and upon the terms and conditions set forth herein, the Lenders are willing to make available to the Borrowers the credit facilities provided for herein.

NOW, THEREFORE, it is agreed:

SECTION 1.                            DEFINITIONS AND TERMS.

1.1.                            Certain Defined Terms.  As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires:

Acquisition shall mean and include (i) any acquisition on a going concern basis (whether by purchase, lease or otherwise) of any facility and/or business operated by any person who is not a Subsidiary of a Borrower or GTG Intangible, and (ii) acquisitions of a majority of the outstanding equity or other similar interests in any such person (whether by merger, stock purchase or otherwise).

Additional Borrower Joinder shall mean an Additional Borrower Joinder in the Form of Exhibit H to this Agreement pursuant to which the signatory thereto becomes a Borrower hereunder pursuant to section 1.5.

Administrative Agent(s), Domestic Administrative Agent and Canadian Administrative Agent shall have the meaning provided in the first paragraph of this Agreement and shall include any successor to either Administrative Agent appointed pursuant to section 11.9.

Affiliate shall mean, with respect to any person, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with such person. A person shall be deemed to control a second person if such first person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors or managers of such second person or (ii) to direct or cause the direction of the management and policies of such second person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, (x) a director, officer or employee of a person shall not, solely by reason of such status or the exercise of authority pursuant to such status,

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be considered an Affiliate of such person; and (y) none of the Administrative Agents, the Co-Lead Arrangers, the Co-Documentation Agents or any Lender shall in any event be considered an Affiliate of any Borrower, GTG Intangible or any of their Subsidiaries.

Agreement shall have the meaning provided in the introductory paragraph of this Agreement.

Applicable Eurodollar Margin shall have the meaning provided in section 2.8(j).

Applicable Facility Fee Rate shall have the meaning provided in section 3.1(b).

Applicable Lending Office shall mean, with respect to each Lender, (i) such Lenders Domestic Lending Office in the case of Borrowings consisting of Domestic Prime Rate Loans, (ii) such Lenders Eurodollar Lending Office in the case of Borrowings consisting of Eurodollar Loans and  (iii) the Domestic Lending Office of the Swing Line Lender in the case of Borrowings of Swing Line Revolving Loans from the Swing Line Lender, and (iv) such Lenders Canadian Lending Office in the case of Borrowings consisting of Canadian Revolving Loans.

Asset Sale shall mean the sale, transfer or other disposition (including by means of Sale and Lease-Back Transactions, and by means of mergers, consolidations, and liquidations of a corporation, partnership or limited liability company of the interests therein of a Borrower, GTG Intangible or any of their respective Subsidiaries) by a Borrower, GTG Intangible or any of their respective Subsidiaries to any person of any of their respective assets, other than (i) the sale of inventory in the ordinary course of business of such Credit Party and (ii) the sale of accounts receivable pursuant to an accounts receivable securitization facility that is permitted under to section 9.4(h).

Assignment and Assumption Agreement shall mean an Assignment and Assumption Agreement substantially in the form of Exhibit E hereto.

Authorized Officer shall mean any officer or employee of the Borrowers designated as such in writing to the Administrative Agents by the Borrowers.

Bank One shall mean Bank One, N.A., a national banking association, together with its successors and assigns.

Bank One Canada shall mean Bank One, NA, Canada Branch, a national banking association, together with its successors and assigns.

Bankruptcy Code shall have the meaning provided in section 10.1(g).

Basis Point shall mean one one-hundredth of one percent (0.01%).

Borrower shall mean any of the Domestic Facility Borrowers and the Canadian Facility Borrower, as applicable, and Borrowers shall mean, collectively, the Domestic Facility Borrowers and the Canadian Facility Borrower.

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Borrowing shall mean (i) the incurrence of Domestic Revolving Loans consisting of one Type of Loan, by a Borrower from all of the Domestic Facility Lenders on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date), having in the case of Eurodollar Loans the same Interest Period and in the same currency, (ii) the incurrence of a Swing Line Revolving Loan by a Borrower from the Swing Line Lender, or (iii) the incurrence of Canadian Revolving Loans consisting of one Type of Loan, by a Borrower from all of the Canadian Facility Lenders on a pro rata basis on a given date (or resulting from Conversions or Continuations on a given date), having in the case of CDOR Loans the same Interest Period and in the same currency.

Business Day shall mean (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any day which shall be in the city in which the Payment Office is located a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close, (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on Eurodollar Loans or Flex Eurodollar Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in U.S. dollar deposits in the interbank Eurodollar market and (iii) with respect to all notices and determinations in connection with, and payments of principal and interest on Canadian Revolving Loans, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Canadian Dollar deposits in Canada.

Canadian Deposit Offered Rate shall mean on any day the annual rate of interest which is the rate determined as being the arithmetic average of the quotations of all institutions listed in respect of the BA 1 Month Rate for Canadian Dollar denominated bankers acceptances displayed and identified as such on the Reuters Screen CDOR Page as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time) as of 10:00 am Toronto, Ontario local time on such day and, if such day is not a Business Day, then on the immediately preceding Business Day (as adjusted by the Canadian Administrative Agent after 10:00 am Toronto, Ontario local time to reflect any error in the posted rate of interest or in the posted average annual rate of interest); and if such rates are not available on the Reuters Screen CDOR Page on any particular day, then the Canadian Dollar Offered Rate on that day shall be calculated as the cost of funds quoted by the Canadian Administrative Agent to raise Canadian Dollars for the applicable Interest Period as of 10:00 A.M. Toronto, Ontario local time on such day for commercial loans or other extensions of credit to businesses of comparable credit risk; or if such day is not a Business Day, then as quoted by the Canadian Administrative Agent on the immediately preceding Business Day.

Canadian Dollar and the sign CDN$ each shall mean lawful money of Canada.

Canadian Facility Borrower shall mean Genlyte Nova Scotia, together with its successors and assigns.

Canadian Facility Guarantors shall mean any Material Subsidiary of GTG Intangible that in accordance with section 8.12(a) executes and delivers to the Canadian Administrative Agent a Guaranty Agreement in substantially the form attached as Exhibit G-1 for the benefit of each of the Administrative Agents and each of the Canadian Facility Lenders.

        CREDIT AGREEMENT, dated as of April 5, 2000, among KINKO'S, INC., a Delaware corporation (the "Parent Borrower"), the SUBSIDIARY BORROWERS (the "Subsidiary Borrowers", together with the Parent Borrower, the "Borrowers"; individually, a "Borrower") the several banks and other financial institutions from time to time parties to this Agreement (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent"), BANK OF AMERICA, N.A., as syndication agent (in such capacity, the "Syndication Agent") and GOLDMAN SACHS CREDIT PARTNERS L.P., as documentation agent (in such capacity, the "Documentation Agent").

W I T N E S S E T H :

        WHEREAS, the Parent Borrower may repurchase up to 5% of its outstanding shares for $90 per share from certain of its shareholders simultaneously with the purchase from such shareholders of additional shares constituting approximately 25% (or more) of its outstanding shares for $90 per share by one or more investment funds managed by Clayton Dubilier & Rice, Inc. ("CD&R"), America Online, Inc. ("America Online") and Chase Equity Associates LLC ("CEA") (such transaction, the "Transaction");

        WHEREAS, in order to finance the working capital and other business requirements of the Parent Borrower and its subsidiaries following the Transaction, to refinance outstanding amounts under the Existing Credit Agreement (as such term is hereinafter defined) and to finance the repurchase of shares of the Parent Borrower's stock in the event that more than 4,000,000 shares are tendered for sale in connection with the Transaction, the Parent Borrower has requested that the Lenders make the Loans and issue and participate in the Letters of Credit (as such terms are hereinafter defined) provided for herein; and

        WHEREAS, all the obligations of the Borrowers hereunder will be secured by, among other things, (i) a perfected lien on and security interest in certain collateral described in the Security Documents (as hereinafter defined), (ii) a pledge of all the issued and outstanding Capital Stock (as hereinafter defined) of certain direct and indirect Domestic Subsidiaries of the Parent Borrower and 65% of the issued and outstanding Capital Stock of each Foreign Subsidiary Holdco, each of the direct Foreign Subsidiaries of the Parent Borrower that is not a Subsidiary of a Foreign Subsidiary Holdco and each of the direct Foreign Subsidiaries of the Parent Borrower's Domestic Subsidiaries, and (iii) unconditional guarantees by each of the Guarantors (as hereinafter defined);

        NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:

DEFINITIONS

Defined Terms.    As used in this Agreement, the following terms shall have the following meanings:

        "ABR": for any day, a rate per annum (rounded upwards, if necessary, to the next ¹/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus ¹/2 of 1%. For purposes hereof: "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by Chase as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by Chase in connection with extensions of credit to debtors); "Base CD Rate" shall mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate; "Three-Month Secondary CD Rate" shall mean, 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 shall not be a Business Day, the next preceding Business Day) by the Board of Governors of the Federal Reserve System (the "Board") through the public information telephone line of the Federal Reserve Bank

of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 A.M., New York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by the Administrative Agent from three New York City negotiable certificate of deposit dealers of recognized standing selected by it; and "Federal Funds Effective Rate" shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. Any change in the ABR due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate, respectively.




        "ABR Loans": Loans the rate of interest applicable to which is based upon the ABR.




        "Accounts": as defined in the Uniform Commercial Code as in effect in the State of New York from time to time; and, with respect to Parent Borrower and its Subsidiaries, all such Accounts of such Persons, whether now existing or existing in the future, including, without limitation, (i) all accounts receivable of such Person (whether or not specifically listed on schedules furnished to the Administrative Agent), including, without limitation, all accounts created by or arising from all of such Person's sales of goods or rendition of services made under any of its trade names, or through any of its divisions, (ii) all unpaid rights of such Person (including rescission, replevin, reclamation and stopping in transit) relating to the foregoing or arising therefrom, (iii) all rights to any goods represented by any of the foregoing, including, without limitation, returned or repossessed goods, (iv) all reserves and credit balances held by such Person with respect to any such accounts receivable of any Obligors, (v) all letters of credit, guarantees or collateral for any of the foregoing and (vi) all insurance policies or rights relating to any of the foregoing.




        "Adjustment Date": as defined in the Pricing Grid.




        "Administrative Agent": as defined in the Preamble hereto.




        "Affected Eurocurrency Loans": as defined in subsection 4.9.




        "Affected Eurocurrency Rate": as defined in subsection 4.7.




        "Affiliate": as to any Person, any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 20% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.




        "Agents": collectively, Chase, BoA and Goldman.




        "Aggregate Outstanding Revolving Credit": as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Lender then outstanding (including, without limitation, in the case of Revolving Credit Loans then outstanding in any Designated Foreign Currency, the Dollar Equivalent of the aggregate principal amount thereof), (b) such Lender's Commitment Percentage of the L/C Obligations then

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (Credit Agreement) is entered into as of December 5, 2002, among AAF-MCQUAY INC., a Delaware corporation (the Borrower), the Domestic Subsidiaries of the Borrower (collectively, the Guarantors), the Lenders party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

WHEREAS, the Credit Parties have requested that the Lenders provide revolving credit and term loan facilities for the purposes set forth herein; and

WHEREAS, the Lenders have agreed to make the requested facilities available on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of these premises and the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1.01                           Defined Terms.  As used in this Credit Agreement, the following terms shall have the meanings set forth below:

Administrative Agent means Bank of America in its capacity as administrative agent under any of the Credit Documents, or any successor administrative agent.

Administrative Agents Office means the Administrative Agents address and, as appropriate, account as set forth on Schedule 11.02, or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

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

Affiliate means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such other Person.

Agent-Related Persons means the Administrative Agent, together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

Aggregate Commitments means the Commitments of all the Lenders.

Aggregate Committed Amount means the Aggregate Revolving Committed Amount and the Aggregate Term Loan Committed Amount.

Aggregate Revolving Commitments means the Revolving Commitments of all the Lenders.

Aggregate Revolving Committed Amount shall have the meaning provided in Section 2.01.

Aggregate Term Loan Commitments means the Term Loan Commitments of all the Lenders.

Aggregate Term Loan Committed Amount shall have the meaning provided in Section 2.01.

Alternative Currency means each of British Pounds Sterling, Canadian Dollars, Euro, Japanese Yen and each other lawful currency (other than Dollars) that is (i) freely available and freely transferable and convertible into Dollars and (ii) approved by all the Lenders in accordance with Section 1.09.

Alternative Currency Equivalent means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

Applicable Currency means Dollars or Alternative Currency, as applicable.

Applicable Percentage means the following percentages per annum, based on the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 7.02(b):

CREDIT AGREEMENT, dated as of December 1, 2003, among SIRVA WORLDWIDE, INC., a Delaware corporation (the Parent Borrower), the Foreign Subsidiary Borrowers (as hereinafter defined) (the Foreign Subsidiary Borrowers, together with the Parent Borrower, being collectively referred to as the Borrowers and each being individually referred to as a Borrower), the several banks and other financial institutions from time to time parties to this Agreement (as further defined in Section 1,1, the Lenders), JPMORGAN CHASE BANK (JPMCB), as administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), BANC OF AMERICA SECURITIES LLC, as syndication agent (in such capacity, the Syndication Agent), and CREDIT SUISSE FIRST BOSTON, DEUTSCHE BANK SECURITIES INC. and GOLDMAN SACHS CREDIT PARTNERS L.P., as documentation agents (collectively, in such capacity, the Documentation Agents).

The parties hereto hereby agree as follows:

WHEREAS, the Parent Borrower is a newly formed wholly-owned subsidiary of SIRVA, Inc., a Delaware corporation (Holding);

WHEREAS, North American Van Lines, Inc., a Delaware corporation (NAVL), is a wholly-owned subsidiary of the Parent Borrower;

WHEREAS, Holding, the Parent Borrower and NAVL intend to consummate transactions pursuant to which (a) NAVLs outstanding senior secured credit facilities provided under the Existing Credit Agreement (such term and each other capitalized term used in these recitals and not otherwise previously defined, as hereinafter defined), NAVLs outstanding senior subordinated notes tendered in connection with a tender offer for all such notes, and the subordinated seller notes issued by NAVL in the acquisition of the employee relocation business of Cooperative Resource Services Ltd., will be repaid, redeemed or repurchased in full and (b) Holdings outstanding unsecured senior discount term loans held by Arawak, Ltd. and Holdings junior exchangeable preferred stock held by NFC International Holdings (Netherlands) will be repaid, redeemed or repurchased in full (the Transactions);

WHEREAS, in order to (a) finance the Transactions, (b) pay certain fees and expenses related to the Transactions and (c) finance the working capital and other business requirements of the Parent Borrower and its subsidiaries following the consummation of the Transactions, (i) Holding plans to issue shares of its common stock in a registered initial public offering for gross cash proceeds to Holding (excluding any proceeds to selling stockholders) of at least $200,000,000 (the Holding IPO) and (ii) the Parent Borrower has requested that the Lenders make the Loans and issue and participate in the Letters of Credit (as such terms are hereinafter defined) provided for herein; and

WHEREAS, all the obligations of the Borrowers hereunder will be secured by, among other things, (a) a perfected lien on and security interest in certain collateral described in the Security Documents, (b) a pledge of all the issued and outstanding Capital Stock (other than any such Capital Stock owned by unrelated third parties) of the Parent Borrower and each Domestic Subsidiary of the Parent Borrower that is a Material Subsidiary, whether now existing or subsequently organized or acquired, (c) a pledge of the issued and outstanding Capital Stock of each Foreign Subsidiary Holdco and each direct Foreign Subsidiary of the Parent Borrower or

a Domestic Subsidiary of the Parent Borrower that is not a Subsidiary of a Foreign Subsidiary Holdco, in each case, whether now existing or subsequently organized or acquired (which security interest shall not apply to more than 65% of the Capital Stock of any such Foreign Subsidiary Holdco or Foreign Subsidiary), and (d) agreements evidencing unconditional guarantees of payment and performance by each of the Guarantors;

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereto agree as follows:

SECTION 1.  DEFINITIONS

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

ABR:  for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate in effect on such day plus 1% and (c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.  For purposes hereof:  Prime Rate shall mean the rate of interest per annum publicly announced from time to time by JPMCB as its prime rate in effect at its principal office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by JPMCB in connection with extensions of credit to debtors); Base CD Rate shall mean the sum of (a) the product of (i) the Three-Month Secondary CD Rate and (ii) a fraction, the numerator of which is one and the denominator of which is one minus the C/D Reserve Percentage and (b) the C/D Assessment Rate; Three-Month Secondary CD Rate shall mean, 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 shall not be a Business Day, the next preceding Business Day) by the Board of Governors of the Federal Reserve System (the Board) through the public information telephone line of the Federal Reserve Bank of New York (which rate will, under the current practices of the Board, be published in Federal Reserve Statistical Release H.15(519) during the week following such day), or, if such rate shall not be so reported on such day or such next preceding Business Day, the average of the secondary market quotations for three-month certificates of deposit of major money center banks in New York City received at approximately 10:00 A.M., New York City time, on such day (or, if such day shall not be a Business Day, on the next preceding Business Day) by the Administrative Agent from three New York City negotiable certificate of deposit dealers of recognized standing selected by it; and Federal Funds Effective Rate shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.  Any change in the ABR due to a change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective Rate, respectively.

ABR Loans:  Loans the rate of interest applicable to which is based upon the ABR.

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Acceleration:  as defined in subsection 9(e).

Accounts:  as defined in the Uniform Commercial Code as in effect in the State of New York from time to time; and, with respect to the Parent Borrower and its Subsidiaries, all such Accounts of such Persons, whether now existing or existing in the future, including, without limitation, (a) all accounts receivable of such Person (whether or not specifically listed on schedules furnished to the Administrative Agent), including, without limitation, all accounts created by or arising from all of such Persons sales of goods or rendition of services made under any of its trade names, or through any of its divisions, (b) all unpaid rights of such Person (including rescission, replevin, reclamation and stopping in transit) relating to the foregoing or arising therefrom, (c) all rights to any goods represented by any of the foregoing, including, without limitation, returned or repossessed goods, (d) all reserves and credit balances held by such Person with respect to any such accounts receivable of any obligors, (e) all letters of credit, guarantees or collateral for any of the foregoing and (f) all insurance policies or rights relating to any of the foregoing.

Acquisition Agreement:  the Acquisition Agreement, dated as of September 14, 1999, between Holding and the Seller pursuant to which NAVL and certain of its wholly owned Subsidiaries acquired substantially all of the capital stock (or substantially all of the assets) of Allied Van Lines, Inc. and certain other Subsidiaries of the Seller engaged in the moving service business, as such agreement may be amended, supplemented or otherwise modified from time to time.

Adjustment Date:  each date on or after June 30, 2004 that is the second Business Day following receipt by the Lenders of both (a) the financial statements required to be delivered pursuant to subsection 7.1(c) or 7.1(d), as applicable, for the most recently completed fiscal period and (b) the related compliance certificate required to be delivered pursuant to subsection 7.2(b) with respect to such fiscal period.

Administrative Agent:  as defined in the Preamble hereto.

Affected Eurocurrency Loans:  as defined in subsection 4.9.

Affected Eurocurrency Rate:  as defined in subsection 4.7.

Affiliate:  as to any Person, any other Person (other than a Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person.  For purposes of this definition, control of a Person means the power, directly or indirectly, either to (a) vote 20% or more of the securities having ordinary voting power for the election of directors of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

Agents:  the collective reference to the Administrative Agent, the Syndication Agent and the Documentation Agents.

Aggregate Outstanding Revolving Credit:  as to any Revolving Credit Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Credit Loans made by such Revolving Credit Lender then outstanding (including, without limitation, in

SECOND AMENDMENT

        SECOND AMENDMENT (this "Amendment"), dated as of March 8, 2002, among PACKAGING CORPORATION OF AMERICA, a Delaware corporation (the "Borrower"), the various lenders party to the Credit Agreement referred to below (the "Lenders"), J.P. MORGAN SECURITIES INC. and DEUTSCHE BANK SECURITIES INC., as Co-Lead Arrangers and Joint Book Runners (in such capacity, each a "Co-Lead Arranger" and, collectively, the "Co-Lead Arrangers"), DEUTSCHE BANK SECURITIES INC., as Syndication Agent (in such capacity, the "Syndication Agent"), GOLDMAN SACHS CREDIT PARTNERS L.P., as Documentation Agent (in such capacity, the "Documentation Agent") and JPMORGAN CHASE BANK as successor by merger to Morgan Guaranty Trust Company of New York, as Administrative Agent (in such capacity, the "Administrative Agent"). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit Agreement (as defined below).

W I T N E S S E T H:

        WHEREAS, the Borrower, the Lenders, the Co-Lead Arrangers, the Syndication Agent, the Documentation Agent and the Administrative Agent are party to an Amended and Restated Credit Agreement, dated as of June 29, 2000 (as amended, the "Credit Agreement"); and

        WHEREAS, the parties hereto wish to amend the Credit Agreement as herein provided;

        NOW, THEREFORE, it is agreed:

I.    Amendment

        1.    Section 8.01 of the Credit Agreement is hereby amended by deleting in sub-paragraph (e) the text "the Available J.V. Basket Amount and".

        2.    Section 9.03 of the Credit Agreement is hereby amended by deleting in sub-paragraph (vii) the text ", provided that the aggregate amount of Dividends paid pursuant to this clause (vii), does not exceed $150,000,000 less the aggregate principal amount of Senior Subordinated Notes redeemed or repurchased pursuant to clause (z) of the proviso to Section 9.11(iii)".

        3.    Section 9.05 of the Credit Agreement is hereby amended by deleting sub-paragraph (xii) in its entirety and inserting in lieu thereof the following text:

        "(xii) so long as (A) there shall exist no Default or Event of Default (both before and after giving effect to the Investment), (B) the Leverage Ratio (both before and after giving effect to the Investment) is less than 4.00:1.00 and (C) after giving effect to the Investment, the Total Available Unutilized Revolving Loan Commitment shall equal or exceed $50,000,000, the Borrower and its Wholly-Owned Domestic Subsidiaries shall be permitted to make Investments in any Joint Venture."

        4.    Section 9.11 of the Credit Agreement is hereby amended in sub-paragraph (iii) by deleting the text "in an aggregate principal amount not to exceed $150,000,000 less the cash Dividends paid pursuant to Section 9.03(vii)".

        5.    Section 11.01 is hereby amended by (x) deleting the definition of "Available J.V. Basket Amount" in its entirety, and (y) deleting the definition of "Joint Venture" in its entirety and inserting in lieu thereof the following text:

        "Joint Venture" shall mean any Person, other than an individual or a Wholly-Owned Subsidiary of the Borrower, (i) in which the Borrower or a Subsidiary of the Borrower holds or acquires an ownership interest (whether by way of capital stock, partnership or limited liability company interest, or other evidence of ownership), (ii) in which another Person (other than the Borrower and its Affiliates) acquires or holds a bona fide significant economic interest (whether by way of capital stock, partnership or limited liability company interest, or other evidence of ownership) and (iii) which is engage in a Permitted Business, provided that a Person not engaged in a Permitted Business shall be deemed to be a Joint Venture for purposes of this Agreement to the extent that the aggregate amount of Investments made in all such Persons does not exceed $10,000,000."