FIRST AMENDMENT TO CREDIT AGREEMENT

      THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this  "AMENDMENT"),  dated as of
January 20, 2004, is by and among MediaNews Group,  Inc. (the  "BORROWER"),  the
guarantors  identified on the  signature  pages hereto (the  "GUARANTORS"),  the
Guarantors  parties hereto,  the Lenders  parties  hereto,  and Bank of America,
N.A.,  as  administrative   agent  for  the  Lenders  (in  such  capacity,   the
"ADMINISTRATIVE  AGENT").  Capitalized  terms used herein  which are not defined
herein  and  which are  defined  in the  Credit  Agreement  shall  have the same
meanings as therein defined.

                                   WITNESSETH

      WHEREAS,  the Borrower,  the Guarantors,  the Lenders,  the Administrative
Agent,  the  Syndication  Agent and the  Documentation  Agent  entered into that
certain Credit  Agreement  dated as of December 30, 2003 (the  "Existing  Credit
Agreement");

      WHEREAS,  the  Borrower  has  requested  that  certain  provisions  of the
Existing Credit Agreement be amended; and

      WHEREAS, the parties have agreed to amend the Existing Credit Agreement as
set forth herein.

      NOW, THEREFORE,  in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

                                    AGREEMENT

      l.  AMENDMENTS TO CREDIT AGREEMENT.

      (A) The definition of "Consolidated Debt" set forth in Section 1.01 of the
Existing Credit Agreement is amended in its entirety to read as follows:

            "CONSOLIDATED  DEBT" means, at any time with respect to the Borrower
      and its Restricted  Subsidiaries on a consolidated basis,  Indebtedness as
      of such time MINUS cash and Cash  Equivalents  held at such time in excess
      of  $2,000,000  (but,  at any time  after  July 31,  2004,  not more  than
      $25,000,000 in the aggregate); PROVIDED, HOWEVER, that the Indebtedness in
      respect  of  the  Airplane  Debt,  the  Denver  Synthetic  Lease  and  the
      California.  Guaranty shall be excluded from  Consolidated Debt so long as
      no event of default is continuing with respect to such  Indebtedness  (or,
      in the case of the California  Guaranty,  with respect to the Indebtedness
      Guaranteed thereby).

      (B) The  definition of  "Restricted  Payment" set forth in Section 1.01 of
the Existing Credit Agreement is amended in its entirety to read as follows:

            "RESTRICTED  PAYMENT"  means (a) any payment by the  Borrower or any
      Restricted  Subsidiary  with  respect  to or on  account  of any  of  such

<PAGE>

      Person's Capital Stock,  including any dividend or other  distribution on,
      or any payment of interest on or principal of, any such Capital Stock, (b)
      any payment by the Borrower or any Restricted Subsidiary on account of the
      principal  of or  interest or premium,  if any, on any  Subordinated  Debt
      (other than any regularly  scheduled  payment of interest  thereon and any
      repayment of principal  thereof upon the stated maturity  thereof (subject
      to the subordination provisions applicable thereto)) or (c) any payment by
      the  Borrower or any  Restricted  Subsidiary  on account of any  purchase,
      redemption  retirement,  exchange,  defeasance  or  conversion  of,  or on
      account  of any claim  relating  to or arising  out of the offer,  sale or
      purchase of, any of such Person's Capital Stock or any Subordinated  Debt;
      PROVIDED,  HOWEVER,  that the term "Restricted  Payment" shall not include
      (i)  the  Refinancing  of any  Subordinated  Debt  with  the  proceeds  of
      additional  Subordinated  Debt to the  extent  that (A)  such  Refinancing
      Subordinated  Debt  is  subordinated  on  terms  and  conditions  no  less
      favorable in any material  respect to the Lenders than the terms contained
      in  the  Subordinated   Debt  being   Refinanced,   (B)  such  Refinancing
      Subordinated  Debt is binding  only on the obligor or  obligors  under the
      Subordinated  Debt  so  Refinanced,   (C)  the  principal  amount  of  the
      Refinancing  Subordinated Debt does not exceed the principal amount of the
      Subordinated Debt so Refinanced plus any premium, "make-whole" amounts and
      penalties  actually paid on the Subordinated Debt being Refinanced and all
      reasonable fees and expenses payable in connection with such  Refinancing,
      (D) such Refinancing  Subordinated Debt bears interest at a rate per annum
      not exceeding the rate borne by the Subordinated Debt so Refinanced except
      for any  increase  that is  commercially  reasonable  at the  time of such
      increase and (E) such  Refinancing  Subordinated  Debt either (1) does not
      mature earlier, or amortize (whether by scheduled or mandatory  prepayment
      or commitment reduction, or otherwise) more rapidly, than the Subordinated
      Debt so  Refinanced  or (2) does not mature,  or require any  amortization
      payments  to be made,  prior to the date  that  occurs  91 days  after the
      Maturity Date and (ii) the repayment of the 1999 Subordinated  Notes on or
      before  August  1,  2004 in an  amount  up to the  amount  of the net cash
      proceeds  received  by  the  Borrower  from  the  issuance  of  additional
      Subordinated  Debt pursuant to SECTION  8.01(i).  For the purposes of this
      definition,  a "payment"  shall  include the  transfer of any asset or the
      incurrence of any  Indebtedness or other liability (the amount of any such
      payment  to be the fair  market  value of such asset or the amount of such
      obligation,  respectively)  but  shall not  include  the  issuance  of any
      Capital  Stock of the  Borrower or any  Restricted  Subsidiary  other than
      Mandatorily  Redeemable  Stock  that  would  constitute   Indebtedness  in
      accordance with the definition thereof.

      (C) The definition of "Subordinated Debt" set forth in Section 1.01 of the
Existing Credit Agreement is amended in its entirety to read as follows:

            "SUBORDINATED  DEBT" means (i) the 1999 Subordinated Notes, (ii) the
      2003 Subordinated  Notes, (iii) any Subordinated Debt incurred pursuant to
      SECTION  8.01(i),   (iv)  any  Subordinated  Debt  incurred  to  Refinance
      Subordinated  Debt so long as (a) such  Refinancing  Subordinated  Debt is
      subordinated  on terms and  conditions  no less  favorable in any material
      respect to the Lenders than the terms contained in the  Subordinated  Debt
      being Refinanced,  (b) such Refinancing  Subordinated Debt is binding only
      on the obligor or obligors under the Subordinated Debt so Refinanced,  (c)
      the principal amount of the Refinancing  Subordinated Debt does not exceed
      the  principal  amount of the  Subordinated  Debt so  Refinanced  plus any
      premium,   "make-whole"   amounts  and  penalties  actually  paid  on  the

<PAGE>

      Subordinated  Debt being  Refinanced and all reasonable  fees and expenses
      payable  in  connection  with  such  Refinancing,   (d)  such  Refinancing
      Subordinated  Debt bears  interest at a rate per annum not  exceeding  the
      rate borne by the Subordinated  Debt so Refinanced except for any increase
      that is commercially  reasonable at the time of such increase and (e) such
      Refinancing  Subordinated  Debt  either  (1) does not mature  earlier,  or
      amortize  (whether by  scheduled  or mandatory  prepayment  or  commitment
      reduction,  or otherwise)  more  rapidly,  than the  Subordinated  Debt so
      Refinanced or (2) does not mature, or require any amortization payments to
      be made,  prior to the date that occurs 91 days after the  Maturity  Date,
      and  (v)  any  other  Indebtedness  that  is  subordinated  on  terms  and
      conditions,   and  that  is  subject  to  other   terms  and   conditions,
      satisfactory in form and substance to the Required Lenders.

      (D)  Section  8.01 of the  Existing  Credit  Agreement  is  amended in its
entirety to read as follows):

            8.01  INDEBTEDNESS.

            Subject to SECTION 8.22,  create,  incur,  assume or suffer to exist
      any Indebtedness other than;

            (a) Indebtedness under the Loan Documents;

            (b) Existing Debt;

            (c)  Intercompany   Debt  (so  long  as  the  applicable   obligor's
      Indebtedness to the applicable  obligee is a Permitted  Investment of such
      obligee in such obligor);

            (d) Indebtedness in an outstanding aggregate principal amount not to
      exceed  $14,400,000  to finance the  acquisition by the Borrower or any of
      its Affiliates of a corporate jet airplane for use by the Borrower and its
      Subsidiaries (the "AIRPLANE DEBT");

            (e) Indebtedness in an outstanding aggregate principal amount not in
      excess of $7,500,000 in respect of any Guarantee  provided by the Borrower
      or any Restricted Subsidiary of Indebtedness of Ponderay Newspaper Company
      (the "CALIFORNIA GUARANTY");.

            (f) (i) Attributable Indebtedness in respect of the Denver Synthetic
      Lease,  PROVIDED  that  such  Indebtedness  shall be  non-recourse  to the
      Borrower and its  Restricted  Subsidiaries  and (ii) other  Purchase Money
      Indebtedness in an outstanding aggregate principal amount not in excess of
      $50,000,000;

            (g) other Indebtedness in an outstanding  aggregate principal amount
      not in excess of $50,000,000 at any time;

            (h) other  unsecured  Indebtedness  of the  Borrower  so long as (A)
      subject to SECTION 8.11, the material terms of such  Indebtedness  (1) are
      no more restrictive or onerous in any material respect on the Borrower and
      its  Restricted  Subsidiaries,  or confer  greater  rights on the  holders
      thereof in any material respect,  than the terms of the Loan Documents and

<PAGE>

      the rights of the Administrative  Agent and the Lenders thereunder and (2)
      do not (absent  the right to  accelerate  the  maturity  thereof  upon the
      occurrence of an event of default in connection therewith and the right to
      require a repayment or prepayment  in connection  with a change of control
      or a sale of assets) require the repayment or prepayment of any portion of
      such  Indebtedness  prior to the date that is 91 days  after the  Maturity
      Date  and  (B)  prior  to  incurring  any  such   Indebtedness   exceeding
      $10,000,000,  the Borrower shall have provided to the Administrative Agent
      (1) a certificate  of a Responsible  Officer of the Borrower  stating that
      (x) the  representations and warranties in ARTICLE VI are true and correct
      in all material  respects (except to the extent that such  representations
      and warranties  specifically  refer to an earlier date, in which case they
      were true and correct in all material  respects as of such  earlier  date)
      both immediately  before and after giving effect to the occurrence of such
      Indebtedness and (y) no Default shall have occurred and be continuing both
      immediately  before  and after  giving  effect to the  occurrence  of such
      Indebtedness,  and (2) a Pro Forma  Compliance  Certificate  demonstrating
      that the Borrower  would be in  compliance  with SECTION 8.19 after giving
      effect to the incurrence of such  Indebtedness  on a Pro Forma Basis as of
      the  most  recent   fiscal   quarter   end  with   respect  to  which  the
      Administrative Agent has received the Required Financial Information; and

            (i)  Subordinated  Debt of the Borrower in an outstanding  aggregate
      principal  amount  not in excess of  $150,000,000  provided  that (A) such
      Subordinated  Debt is  binding  only on the  Borrower,  (B) the  principal
      amount of such  Subordinated  Debt does not exceed the principal amount of
      the  1999  Subordinated   Notes  as  of  the  date  of  issuance  of  such
      Subordinated Debt, (C) such Subordinated Debt bears interest at a rate per
      annum not exceeding  the rate borne by the 1999  Subordinated  Notes,  (D)
      such  Subordinated  Debt does not mature earlier,  or amortize (whether by
      scheduled or mandatory prepayment or commitment  reduction,  or otherwise)
      more  rapidly,   than  the  1999  Subordinated  Notes  and  (E)  the  1999
      Subordinated  Notes are repaid in an amount equal to the net cash proceeds
      of such Subordinated Debt on or before August 1, 2004.

      (E)  Section  8.20 of the  Existing  Credit  Agreement  is  amended in its
entirety to read as follows:

            8.20  DESIGNATED SENIOR DEBT.

            Cause or permit  any  Indebtedness  other  than the  Obligations  to
      constitute  "Designated  Senior  Debt" (or  comparable  term)  within  the
      meaning and pursuant to the terms of any Contract  evidencing or governing
      any Subordinated  Debt. The Borrower hereby agrees and  acknowledges  that
      the  Obligations  shall  constitute   "Designated  Senior  Debt"  (or  any
      comparable terra) for purposes of all Subordinated Debt of the Borrower or
      any of its  Restricted  Subsidiaries  in  respect  of which  such term (or
      comparable tern,) has relevance.

      2.  CONDITIONS  PRECEDENT.  This  Amendment  shall become  effective  upon
receipt by the  Administrative  Agent of counterparts  of this Amendment,  which
collectively  shall have been duly  executed on behalf of each of the  Borrower,
the Guarantors and the Required Lenders.


<PAGE>

      3.  REPRESENTATIONS  AND WARRANTIES.  The Borrower  hereby  represents and
warrants to the  Administrative  Agent and the Lenders that, after giving effect
to this Amendment,  (a) the  representations and warranties set forth in Article
VI of the Credit  Agreement are,  subject to the  limitations set forth therein,
true and correct in all  material  respects  as of the date  hereof  (except for
those which expressly  relate to as earlier date) and (b) no Default or Event of
Default exists under the Credit Agreement or any of the other Loan Documents.

      4.  REAFFIRMATION  OF  OBLIGATIONS.  Each Loan Party  hereby  ratifies the
Credit  Agreement  and  acknowledges  and  reaffirms (a) that it is bound by all
terms of the Credit  Agreement  applicable to it and (b) that it is  responsible
for the observance and full performance of its respective Obligations.

      5.  INSTRUMENT  PURSUANT TO CREDIT  AGREEMENT.  This  Amendment  is a Loan
Document  executed  pursuant to the Credit Agreement and shall (unless otherwise
expressly   indicated  therein)  be  construed,   administered  and  applied  in
accordance  with the terms and provisions of hereof,  all references in the Loan
Documents  to the  "Credit  Agreement"  shall be deemed  to refer to the  Credit
Agreement as amended by this Amendment.

      6.  COUNTERPARTS/TELECOPY.  This  Amendment may be executed by the parties
hereto in several counterparts, each Of which; shall be deemed to be an original
and all of which shall constitute together but one and the same agreement.  This
Amendment may be transmitted  and/or signed by facsimile.  The  effectiveness of
any such documents and  signatures  shall,  subject to applicable  Law, have the
same force and effect as manually  signed  originals and shall be binding on all
Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent
may also  require  that any such  documents  and  signatures  be  confirmed by a
manually signed original thereof; PROVIDED, HOWEVER, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile  document
or signature.

      7.  GOVERNING  LAW. THIS  AMENDMENT  SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

      8. SUCCESSORS AND ASSIGNS.  This Amendment shall be binding upon and inure
to the  benefit  of the  parties  hereto  and their  respective  successors  and
assigns.


<PAGE>

      IN WITNESS WHEREOF the Borrower,  the Guarantors and the Required  Lenders
have caused this Amendment to be duly executed on the date first above written.


BORROWER:           MEDIANEWS GROUP, INC.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


GUARANTORS:         ALASKA BROADCASTING COMPANY, INC.,
                    An Alaskan corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    CHARLESTON PUBLISHING COMPANY,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    CONNECTICUT NEWSPAPERS PUBLISHING COMPANY,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer



<PAGE>

                    THE DENVER POST CORPORATION,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    EASTERN COLORADO PUBLISHING COMPANY,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    EASTERN COLORADO PRODUCTION FACILITIES, INC.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    FITCHBURG INTERNET MEDIA PUBLISHING COMPANY, INC.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    FITCHBURG PUBLISHING COMPANY,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer



<PAGE>

                    GRAHAM NEWSPAPERS, INC.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    HANOVER PUBLISHING CO.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    KEARNS-TRIBUNE, LLC,
                    a Delaware limited liability company



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    LONG BEACH PUBLISHING COMPANY,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    LOS ANGELES DAILY NEWS PUBLISHING COMPANY,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer



<PAGE>

                    LOWELL INTERNET MEDIA PUBLISHING COMPANY, INC.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    LOWELL PUBLISHING COMPANY,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    MEDIANEWS GROUP INTERACTIVE, INC.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    NEW ENGLAND INTERNET MEDIA PUBLISHING, INC.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    NEW ENGLAND NEWSPAPERS, INC.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer



<PAGE>

                    NEW MEXICO-TEXAS MEDIANEWS GROUP
                    INTERACTIVE, INC.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    NEW MEXICO-TEXAS MEDIANEWS LLC,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    NIMITZ PAPER COMPANY,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    NORTHWEST NEW MEXICO PUBLISHING COMPANY,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    RATE WATCH, INC.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer



<PAGE>

                    WEST COAST MEDIANEWS LLC,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


                    YORK NEWSPAPERS, INC.,
                    a Delaware corporation



                    By: /s/ RONALD A. MAYO
                        -----------------------------------------------
                    Name:  Ronald A. Mayo
                    Title:  VP & Chief Financial Officer


<PAGE>

ADMINISTRATIVE AGENT:   BANK OF AMERICA, N.A.



                        By: /s/ DERRICK C. BELL
                            -------------------------------------------
                        Name:  Derrick C. Bell
                        Title:  Principal




<PAGE>



LENDERS:                Bank of America, N.A.



                        By: /s/ DERRICK C. BELL
                            -------------------------------------------
                        Name:  Derrick C. Bell
                        Title:  Principal




<PAGE>


LENDERS:            _________________________________________
                    CREDIT LYONNAIS NEW YORK BRANCH



                    By: /s/ ATTILA KOC
                        -----------------------------------------------
                    Name:  Attila Koc
                    Title: Senior Vice President


<PAGE>


LENDERS:            _________________________________________
                    Wells Fargo Bank, N.A.



                    By: /s/ CATHERINE M. JONES
                        -----------------------------------------------
                    Name:  Catherine M. Jones
                    Title: Vice President




<PAGE>


LENDERS:            General Electric Capital Corporation



                    By: /s/ ROBERT M. KADLICK
                        -----------------------------------------------
                    Name:  Robert M. Kadlick
                    Title: Duly Authorized Signatory




<PAGE>


LENDERS:            KZH CRESCENT-2 LLC



                    By: /s/ HI HUA
                        -----------------------------------------------
                    Name:  Hi Hua
                    Title: Authorized Agent




<PAGE>


LENDERS:            KZH CRESCENT-3 LLC



                    By: /s/ HI HUA
                        -----------------------------------------------
                    Name:  Hi Hua
                    Title: Authorized Agent




<PAGE>


LENDERS:            KZH PONDVIEW LLC



                    By: /s/ HI HUA
                        -----------------------------------------------
                    Name:  Hi Hua
                    Title: Authorized Agent





<PAGE>


LENDERS:            LASALLE BANK NATIONAL ASSOCIATION
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By: /s/ NATE PALMER
                        -----------------------------------------------
                    Name:  Nate Palmer
                    Title: Loan Officer




<PAGE>


LENDERS:            Fleet National Bank



                    By: /s/ BRADLEY K. ROUSSEAU
                        -----------------------------------------------
                    Name:  Bradley K. Rousseau
                    Title: Vice President



<PAGE>


LENDERS:            SUNTRUST BANK
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By: /s/ KIP HURD
                        -----------------------------------------------
                    Name:  Kip Hurd
                    Title: Vice President




<PAGE>


LENDERS:            THE BANK OF NEW YORK



                    By:  /s/ KRISTEN TALABER
                        -----------------------------------------------
                    Name:  Kristen Talaber
                    Title: Vice President




<PAGE>


LENDERS:            U.S. Bank National Association



                    By:  /s/ COLLEEN B. MCEVOY
                        -----------------------------------------------
                    Name:  Colleen B. McEvoy
                    Title: Vice President




<PAGE>




LENDERS:            UNION BANK OF CALIFORNIA, N.A.
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By:/s/ [ILLEGIBLE]
                       ------------------------------------------------
                    Name:  [                    ]
                    Title: Senior Vice President




<PAGE>


LENDERS:            KEYBANK NATIONAL ASSOCIATION



                    By: /s/ KENNETH J. KEELER
                        -----------------------------------------------
                    Name:  Kenneth J. Keeler
                    Title: Senior Vice President





<PAGE>


LENDERS:            _______________________________________
                    Citizens Bank of Massachusetts



                    By: /s/ JOANNE P. O'KEEFE
                        -----------------------------------------------
                    Name:  Joanne P. O'Keeffe
                    Title: Vice President




<PAGE>


LENDERS:            DEUTSCHE BANK TRUST COMPANY AMERICA
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By: /s/ SUSAN L. LEFEVRE
                        -----------------------------------------------
                    Name:  Susan LeFevre
                    Title: Director





<PAGE>


LENDERS:            WACHOVIA BANK, N.A.
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By: /s/ BRUCE W. LOFTIN
                        -----------------------------------------------
                    Name:  Bruce W. Loftin
                    Title: Managing Director





<PAGE>


LENDERS:            TORONTO DOMINION (NEW YORK), INC.
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By: /s/ STACEY L. MALEK
                        -----------------------------------------------
                    Name:  Stacey L. Malek
                    Title: Vice President





<PAGE>


LENDERS:            Stanfield/RMF Transtlantic CDO Ltd.
                    By: Stanfield Capital Partners LLC
                        AS ITS COLLATERAL MANAGER
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By: /s/ CHRISTOPHER E. JANSEN
                        -----------------------------------------------
                    Name:  Christopher E. Jansen
                    Title: Managing Partner





<PAGE>


LENDERS:            Hamilton CDO, Ltd.
                    By: Stanfield Capital Partners LLC
                        AS ITS COLLATERAL MANAGER
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By: /s/ CHRISTOPHER E. JANSEN
                        -----------------------------------------------
                    Name:  Christopher E. Jansen
                    Title: Managing Partner





<PAGE>


LENDERS:            Stanfield Quattro CLO, Ltd.
                    By: Stanfield Capital Partners LLC
                        AS ITS COLLATERAL MANAGER
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By: /s/ CHRISTOPHER E. JANSEN
                        -----------------------------------------------
                    Name:  Christopher E. Jansen
                    Title: Managing Partner



<PAGE>



LENDERS:            LANDMARK III CDO LTD.
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By: /s/ GIL MARCHAND
                        -----------------------------------------------
                    Name:  Gil Marchand
                    Title: Authorized Signatory





<PAGE>


LENDERS:            LANDMARK II CDO LTD.
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By:  /s/ GIL MARCHAND
                        -----------------------------------------------
                    Name:  Gil Marchand
                    Title: Authorized Signatory





<PAGE>


LENDERS:            FOXE BASIN CLO 2003, LTD.
                    By Royal Bank of Canada as Collateral Manager



                    By: /s/ LEE M. SHAIMAN
                        -----------------------------------------------
                    Name:  Lee M. Shaiman
                    Title: Authorized Signatory





<PAGE>


LENDERS:            AVALON CAPITAL LTD. 2
                    By: INVESCO Senior Secured Management, Inc.
                        As Portfolio Advisor



                    By: /s/ SCOTT BASKIND
                        -----------------------------------------------
                    Name:  Scott Baskind
                    Title: Authorized Signatory




<PAGE>


LENDERS:            CHARTER VIEW PORTFOLIO
                    By: INVESCO Senior Secured Management, Inc.
                        As Investment Advisor



                    By:  /s/ SCOTT BASKIND
                        -----------------------------------------------
                    Name:  Scott Baskind
                    Title: Authorized Signatory




<PAGE>


LENDERS:            DIVERSIFIED CREDIT PORTFOLIO LTD.
                    By:  INVESCO Senior Secured Management, Inc.
                        as Investment Advisor



                    By:  /s/ SCOTT BASKIND
                        -----------------------------------------------
                    Name:  Scott Baskind
                    Title: Authorized Signatory



<PAGE>


LENDERS:            AIM FLOATING RATE FUND
--------
                    By: INVESCO Senior Secured Management, Inc.
                        As Sub-Advisor



                    By:  /s/ SCOTT BASKIND
                        -----------------------------------------------
                    Name:  Scott Baskind
                    Title: Authorized Signatory



<PAGE>


LENDERS:            INVESCO EUROPEAN CDO I S.A.
                    By: INVESCO Senior Secured Management, Inc.
                        As Collateral Manager



                    By:  /s/ SCOTT BASKIND
                        -----------------------------------------------
                    Name:  Scott Baskind
                    Title: Authorized Signatory



<PAGE>


LENDERS:            SEQUILS-LIBERTY, LTD.
                    By: INVESCO Senior Secured Management, Inc.
                        As Collateral Manager



                    By:  /s/ SCOTT BASKIND
                        -----------------------------------------------
                    Name:  Scott Baskind
                    Title: Authorized Signatory


<PAGE>


LENDERS:            SARATOGA CLO I, LIMITED
                    By: INVESCO Senior Secured Management, Inc.
                        As Asset Manager



                    By:  /s/ SCOTT BASKIND
                        -----------------------------------------------
                    Name:  Scott Baskind
                    Title: Authorized Signatory



<PAGE>


LENDERS:            Venture III CDO Limited
                    By its investment advisor, MJX Asset
                    Management, LLC



                    By:/s/ [ILLEGIBLE]
                       ------------------------------------------------
                    Name:
                    Title:





<PAGE>


LENDERS:            _______________________________________
                    PPM America, Inc., as Attorney-in-fact, on behalf of
                    Jackson National Life Insurance Company



                    By: /s/ DAVID C. WAGNER
                        -----------------------------------------------
                    Name:  David C. Wagner
                    Title: Managing Director




<PAGE>


LENDERS:            LOAN FUNDING I LLC,
                    a wholly owned subsidiary of
                    Citibank, N.A.


                    By:  TCW Advisors, Inc.,
                    as portfolio manager of
                    Loan Funding I LLC



                    By: /s/ RICHARD F. KURTH
                        -----------------------------------------------
                    Name:  Richard F. Kurth
                    Title: Senior Vice President



                    By: /s/ JONATHAN R. INSULL
                        -----------------------------------------------
                    Name:  Jonathan R. Insull
                    Title: Managing Director



<PAGE>


LENDERS:            SEQUILS I, LTD.

                    By:  TCW Advisors, Inc., as its
                    Collateral Manager



                    By: /s/ RICHARD F. KURTH
                        -----------------------------------------------
                    Name:  Richard F. Kurth
                    Title: Senior Vice President



                    By: /s/ JONATHAN R. INSULL
                        -----------------------------------------------
                    Name:  Jonathan R. Insull
                    Title: Managing Director




<PAGE>



LENDERS:            TCW SELECT LOAN FUND, LIMITED

                    By:  TCW Advisors, Inc., as its
                    Collateral Manager



                    By:  /s/ RICHARD F. KURTH
                        -----------------------------------------------
                    Name:  Richard F. Kurth
                    Title: Senior Vice President



                    By: /s/ JONATHAN R. INSULL
                        -----------------------------------------------
                    Name:  Jonathan R. Insull
                    Title: Managing Director




<PAGE>


LENDERS:            C-SQUARED CDO LTD.

                    By:  TCW Advisors, Inc., as its
                    Portfolio Manager



                    By: /s/ JONATHAN R. INSULL
                        -----------------------------------------------
                    Name:  Jonathan R. Insull
                    Title: Managing Director




<PAGE>


LENDERS:            Fidelity Advisor Series II:  Fidelity Advisor
                    FLOATING RATE HIGH INCOME FUND
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By: /s/ JOHN H. COSTELLO
                        -----------------------------------------------
                    Name:  John H. Costello
                    Title: Assistant Treasurer




<PAGE>


LENDERS:            SIMSBURY CLO, LIMITED
                    By:  David L. Babson & Company Inc. under delegated
                    authority from Massachusetts Mutual Life Insurance
                    Company as Collateral Manager



                    By: /s/ ADRIENNE MUSGNUG
                        -----------------------------------------------
                    Name:  Adrienne Musgnug
                    Title: Managing Director




<PAGE>


LENDERS:            SEABOARD CLO 2000 LTD.
                    By:  David L. Babson & Company Inc. as Collateral Manager



                    By: /s/ ADRIENNE MUSGNUG
                        -----------------------------------------------
                    Name:  Adrienne Musgnug
                    Title: Managing Director



<PAGE>


LENDERS:            SUFFIELD CLO LIMITED
                    By:  David L. Babson & Company Inc. as Collateral Manager



                    By: /s/ ADRIENNE MUSGNUG
                        -----------------------------------------------
                    Name:  Adrienne Musgnug
                    Title: Managing Director




<PAGE>


LENDERS:            BILL & MELINDA GATES FOUNDATION
                    By:  David L. Babson & Company Inc. as Investment Advisor



                    By: /s/ ADRIENNE MUSGNUG
                        -----------------------------------------------
                    Name:  Adrienne Musgnug
                    Title: Managing Director




<PAGE>


LENDERS:            C.M. LIFE INSURANCE COMPANY
                    By:  David L. Babson & Company Inc. as Investment
                         Sub-Advisor



                    By: /s/ ADRIENNE MUSGNUG
                        -----------------------------------------------
                    Name:  Adrienne Musgnug
                    Title: Managing Director




<PAGE>


LENDERS:            MAPLEWOOD (CAYMAN) LIMITED
                    By:  David L. Babson & Company Inc. under delegated
                    authority from Massachusetts Mutual Life Insurance
                    Company as Investment Manager



                    By: /s/ ADRIENNE MUSGNUG
                        -----------------------------------------------
                    Name:  Adrienne Musgnug
                    Title: Managing Director




<PAGE>


LENDERS:            APEX (IDM) CDO, LTD.
                    ELC (CAYMAN) LTD. 1999-II
                    ELC (CAYMAN) LTD. 1999-III
                    ELC (CAYMAN) LTD. 2000-I
                    TRYON CLO LTD. 2000-I
                    By:  David L. Babson & Company Inc. as Collateral Manager



                    By: /s/ ADRIENNE MUSGNUG
                        -----------------------------------------------
                    Name:  Adrienne Musgnug
                    Title: Managing Director


<PAGE>


LENDERS:            BABSON CLO LTD. 2003-I
                    By:  David L. Babson & Company Inc.
                    as Collateral Manager



                    By: /s/ ADRIENNE MUSGNUG
                        -----------------------------------------------
                    Name:  Adrienne Musgnug
                    Title: Managing Director





<PAGE>


LENDERS:            FRANKLIN CLO III, Ltd.



                    By:/s/ [ILLEGIBLE]
                       ------------------------------------------------
                    Name:
                    Title:





<PAGE>


LENDERS:            FRANKLIN FLOATING RATE TRUST



                    By:/s/ [ILLEGIBLE]
                       ------------------------------------------------
                    Name:
                    Title:




<PAGE>


LENDERS:            FRANKLIN FLOATING RATE MASTER SERIES



                    By:/s/ [ILLEGIBLE]
                       ------------------------------------------------
                    Name:
                    Title:





<PAGE>


LENDERS:            FRANKLIN TEMPLETON LIMITED
                    DURATION INCOME TRUST



                    By:/s/ [ILLEGIBLE]
                       ------------------------------------------------
                    Name:
                    Title:






<PAGE>


LENDERS:            FRANKLIN CLO II, Ltd.



                    By:/s/ [ILLEGIBLE]
                       ------------------------------------------------
                    Name:
                    Title:






<PAGE>


LENDERS:            COLUMBIA FLOATING RATE
                    LIMITED LIABILITY COMPANY
                    (f/k/a Stein Roe Rate Limited Liability Company)


                    By:  Columbia Management Advisors, Inc.
                    As Advisor



                    By: /s/ JAMES R. FELLOWS
                        -----------------------------------------------
                    Name:  James R. Fellows
                    Title: Sr. Vice President & Portfolio Manager




<PAGE>


LENDERS:            _______________________________________
                    Clydesdale CLO 2003, LTD



                    By: /s/ ELIZABETH MACLEAN
                        -----------------------------------------------
                    Name:  Elizabeth MacLean
                    Title: Director

                    Nomura Corporate Research and Asset Management Inc.
                    As Agent




<PAGE>


LENDERS:            ________________________________________
                    Nomura Bond & Loan Fund



                    By: /s/ ELIZABETH MACLEAN
                        -----------------------------------------------
                    Name:  Elizabeth MacLean
                    Title: Director

                    By:  LIFJ Trust Bank Limited
                         as Trustee
                    By:  Nomura Corporate Research and Asset Management Inc.
                         Attorney in Fact





<PAGE>


LENDERS:            ________________________________________
                    Clydesdale CLO 2001-1, LTD



                    By: /s/ ELIZABETH MACLEAN
                        -----------------------------------------------
                    Name:  Elizabeth MacLean
                    Title:  Director

                    Nomura Corporate Research and Asset Management Inc.
                    As Collateral Agent




<PAGE>


LENDERS:            ERSTE BANK NEW YORK
                    ---------------------------------------------------
                    [Please insert name of Lender]



                    By: /s/ ROBERT J. WAGMAN
                        -----------------------------------------------
                    Name:  Robert J. Wagman
                    Title: Vice President
                           Estate Bank New York Branch

                    /s/ Bryan J. Lynch

                           Bryan J. Lynch
                           First Vice President