EXHIBIT 10.1


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                            JOURNAL REGISTER COMPANY

                                   ---------

                              AMENDED AND RESTATED
                                CREDIT AGREEMENT


                          Dated as of January 25, 2006

                                   ---------

                           JPMORGAN CHASE BANK, N.A.,
                             as Administrative Agent

                                   ---------

                         J.P. MORGAN SECURITIES INC.,
                    as Sole Lead Arranger and Sole Bookrunner

                                  SUNTRUST BANK
                                       and
                              WACHOVIA BANK, N.A.,
                            as Co-Syndication Agents

                              BANK OF AMERICA, N.A.
                                       and
                         THE ROYAL BANK OF SCOTLAND PLC,
                           as Co-Documentation Agents



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<PAGE>

                                TABLE OF CONTENTS

           This Table of Contents is not part of the Agreement to which it is
attached but is inserted for convenience only.

                                                                            PAGE

RECITALS.......................................................................1

Section 1.  Definitions and Accounting Matters.................................1
      1.01  Certain Defined Terms..............................................1
      1.02  Accounting Terms and Determinations; Fiscal Periods...............24
      1.03  Classes and Types of Loans........................................26
      1.04  Terms Generally...................................................26

Section 2.  Commitments.......................................................26
      2.01  Loans.............................................................26
      2.02  Borrowings........................................................28
      2.03  Changes of Commitments............................................28
      2.04  Commitment Fees...................................................29
      2.05  Lending Offices...................................................29
      2.06  Several Obligations; Remedies Independent.........................29
      2.07  Evidence of Debt..................................................30
      2.08  Conversion or Continuation of Loans; Optional Prepayments.........31
      2.09  Mandatory Prepayments.............................................31
      2.10  Letters of Credit.................................................33
      2.11  Swingline Loans...................................................38

Section 3.  Payments of Principal and Interest................................39
      3.01  Repayment of Loans................................................39
      3.02  Interest..........................................................40

Section 4.  Payments; Pro Rata Treatment; Computations; Etc...................41
      4.01  Payments..........................................................41
      4.02  Pro Rata Treatment................................................42
      4.03  Computations......................................................42
      4.04  Minimum Amounts...................................................43
      4.05  Certain Notices...................................................43
      4.06  Non-Receipt of Funds by the Administrative Agent..................44
      4.07  Sharing of Payments, Etc..........................................45

Section 5.  Yield Protection and Illegality...................................46
      5.01  Additional Costs..................................................46
      5.02  Limitation on Types of Loans......................................48
      5.03  Illegality........................................................48

                                       (i)

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                                                                            PAGE

      5.04  Treatment of Affected Loans.......................................48
      5.05  Compensation......................................................49
      5.06  Additional Costs in Respect of Letters of Credit..................50
      5.07  Taxes.............................................................50
      5.08  Mitigation Obligations; Replacement of Lenders....................52

Section 6.  Conditions Precedent..............................................53
      6.01  Effectiveness.....................................................53
      6.02  Initial and Subsequent Extensions of Credit.......................55

Section 7.  Representations and Warranties....................................55
      7.01  Corporate Existence...............................................55
      7.02  Financial Condition...............................................56
      7.03  Litigation........................................................56
      7.04  No Breach.........................................................56
      7.05  Corporate Action..................................................57
      7.06  Approvals.........................................................57
      7.07  Margin Stock......................................................57
      7.08  ERISA.............................................................57
      7.09  Taxes.............................................................58
      7.10  Investment Company Act............................................58
      7.11  Public Utility Holding Company Act................................58
      7.12  Compliance with Laws..............................................58
      7.13  Disclosure........................................................58
      7.14  Security Documents................................................59
      7.15  Assets of the Borrower............................................59
      7.16  Material Agreements...............................................59
      7.17  Solvency..........................................................59
      7.18  Labor Matters.....................................................60
      7.19  Environmental Matters.............................................60
      7.20  Subsidiaries, Etc.................................................62
      7.21  Intellectual Property.............................................62

Section 8.  Covenants of the Borrower.........................................63
      8.01  Financial Statements, Etc.........................................63
      8.02  Litigation........................................................66
      8.03  Corporate Existence, Etc..........................................66
      8.04  Insurance.........................................................67
      8.05  Prohibition of Fundamental Changes................................67
      8.06  Limitation on Liens...............................................71
      8.07  Indebtedness......................................................73
      8.08  Investments.......................................................74
      8.09  Restricted Payments...............................................75
      8.10  Capital Expenditures..............................................76
      8.11  Financial Ratios..................................................76
      8.12  Lines of Business.................................................78

                                      (ii)

<PAGE>

                                                                            PAGE

      8.13  Transactions with Affiliates......................................78
      8.14  Sale and Leaseback................................................78
      8.15  Amendment of Certain Documents....................................78
      8.16  Use of Proceeds...................................................79
      8.17  Sales of Accounts.................................................79
      8.18  Interest Protection Arrangements..................................79
      8.19  Environmental Matters.............................................79
      8.20  Certain Obligations Respecting Subsidiaries.......................80
      8.21  Restrictive Agreements............................................82
      8.22  Payments of Indebtedness..........................................82

Section 9.  Events of Default.................................................82

Section 10.  The Administrative Agent.........................................85
      10.01  Appointment, Powers and Immunities...............................85
      10.02  Reliance by Agent................................................86
      10.03  Defaults.........................................................86
      10.04  Rights as a Lender...............................................87
      10.05  Indemnification..................................................87
      10.06  Non-Reliance on Agent and Other Lenders..........................87
      10.07  Failure to Act...................................................88
      10.08  Resignation of Agent.............................................88
      10.09  Other Agents, Etc................................................88

Section 11.  Miscellaneous....................................................88
      11.01  Waiver..............................................             88
      11.02  Notices..........................................................89
      11.03  Expenses, Etc....................................................89
      11.04  Amendments, Etc..................................................91
      11.05  Successors and Assigns...........................................92
      11.06  Assignments and Participations...................................92
      11.07  Survival.........................................................95
      11.08  Captions.........................................................95
      11.09  Counterparts.....................................................95
      11.10  Governing Law; Submission to Jurisdiction........................95
      11.11  Waiver of Jury Trial.............................................95
      11.12  Confidentiality..................................................95
      11.13  USA PATRIOT Act..................................................96

                                      (iii)

<PAGE>

Annex 1         -    Commitments


SCHEDULE 1.01   -    Immaterial Subsidiaries
SCHEDULE 2.10(m)-    Existing Letters of Credit
SCHEDULE 7.01   -    Corporate Existence
SCHEDULE 7.03   -    Litigation
SCHEDULE 7.06   -    Consents and Approvals
SCHEDULE 7.19   -    Environmental Matters
SCHEDULE 7.20   -    Subsidiaries
SCHEDULE 8.06   -    Liens
SCHEDULE 8.07   -    Indebtedness
SCHEDULE 8.08   -    Investments
SCHEDULE 8.21   -    Restrictive Agreements

EXHIBIT A       -    Form of Security Agreement
EXHIBIT B       -    Form of Subsidiary Guarantee
EXHIBIT C       -    Form of Compliance Certificate
EXHIBIT D       -    Form of Assignment and Assumption
EXHIBIT E-1     -    Form of Tranche A Term Note
EXHIBIT E-2     -    Form of Revolving Credit Note
EXHIBIT E-3     -    Form of Incremental Term Note
EXHIBIT E-4     -    Form of Incremental Revolving Credit Note

                                      (iv)

<PAGE>

           AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 25, 2006
between JOURNAL REGISTER COMPANY, the LENDERS party hereto, and JPMORGAN
CHASE BANK, N.A., as Administrative Agent.

           The Borrower (as defined below), certain lenders and JPMorgan Chase
Bank, N.A. (f/k/a JPMorgan Chase Bank), as the administrative agent thereunder
are parties to a Credit Agreement dated as of August 12, 2004 (as amended and in
effect immediately prior to the effectiveness of this Agreement, the "EXISTING
CREDIT AGREEMENT"); and

           The Borrower and the Lenders (as defined below) desire to amend the
 Existing Credit Agreement in certain respects and to restate in its entirety
 the Existing Credit Agreement, as so amended, and accordingly, the Borrower and
 the Lender hereby agree that on the Amendment Effective Date (as defined below)
 the Existing Credit Agreement shall be amended and restated as follows:


           Section 1. DEFINITIONS AND ACCOUNTING MATTERS.

           1.01 CERTAIN DEFINED TERMS. As used herein, the following terms shall
have the following meanings (all terms defined in this Section 1.01 or in other
provisions of this Agreement in the singular to have the same meanings when used
in the plural and VICE VERSA):

           "ACQUISITION" shall mean any transaction, or any series of related
transactions, consummated after the date of this Agreement, by which the
Borrower and/or any of its Subsidiaries (a) acquires any going business or all
or substantially all of the assets of any corporation, partnership, joint
venture or other firm or any division of any corporation, partnership, joint
venture or other firm or the right to use or manage or otherwise exploit any
such business or assets, whether through purchase or lease of assets, merger or
otherwise, (b) directly or indirectly acquires control of at least a majority
(in number of votes) of the securities of a corporation which have ordinary
voting power for the election of directors or (c) directly or indirectly
acquires control of a majority ownership interest in any partnership, joint
venture or other firm. The terms "ACQUIRE" and "ACQUIRED" used as a verb shall
have a correlative meaning.

           "ADMINISTRATIVE AGENT" shall mean JPMCB, in its capacity as
administrative agent for the Lenders hereunder.

           "ADMINISTRATIVE QUESTIONNAIRE" shall mean an Administrative
Questionnaire in a form supplied by the Administrative Agent.

           "AFFILIATE" shall mean, with respect to any specified Person, any
other Person which directly or indirectly controls, or is under common control
with, or is controlled by, such specified Person and, if such other Person is an
individual, any member of the immediate family (i.e., parents, spouse and
children) of such individual and any trust whose principal beneficiary is such
individual or one or more members of such immediate family and any Person who is
controlled by any such member or trust. As used in this definition, "CONTROL"
(including, with its correlative meanings, "CONTROLLED BY" and "UNDER COMMON
CONTROL WITH") shall mean possession,

                                CREDIT AGREEMENT

<PAGE>
                                        2

directly or indirectly, of power to direct or cause the direction of management
or policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise), PROVIDED that, in any event, any
Person which owns directly or indirectly 10% or more of the securities having
ordinary voting power for the election of directors or other governing body of a
corporation or 10% or more of the partnership or other ownership interests of
any other Person (other than as a limited partner of such other Person) will be
deemed to control such corporation or other Person. Notwithstanding the
foregoing, (a) no individual shall be an Affiliate of the Borrower or any of its
Subsidiaries solely by reason of his or her being a director, officer, employee
or consultant of the Borrower or any of its Subsidiaries, (b) none of the
Borrower or any of its Subsidiaries shall be Affiliates of each other and (c) no
institutional investor or other Person filing on Form 13G shall be an Affiliate
of the Borrower or any of its Subsidiaries solely by reason of owning, directly
or indirectly, up to 15% of the Capital Stock of the Borrower having ordinary
voting power for the election of directors of the Borrower.

           "AMENDMENT EFFECTIVE DATE" shall mean the date upon which the
conditions to effectiveness of this Agreement specified in Section 6.01 hereof
shall have been satisfied or waived.

           "APPLICABLE LENDING OFFICE" shall mean, for each Lender and for each
Type of Loan, the "Lending Office" of such Lender (or of an Affiliate of such
Lender) designated for such Type of Loan in the Administrative Questionnaire
submitted by such Lender or such other office of such Lender (or of an Affiliate
of such Lender) as such Lender may from time to time specify to the
Administrative Agent and the Borrower as the office by which its Loans of such
Type are to be made and maintained.

           "APPLICABLE RATE" shall mean, for any day (a) with respect to
Revolving Credit Loans and Tranche A Term Loans, the applicable rate per annum
for Base Rate Loans or Eurodollar Loans set forth below under the caption "Base
Rate Margin (for Revolving Credit Loans and Tranche A Term Loans)" and
"Eurodollar Margin (for Revolving Credit Loans and Tranche A Term Loans",
respectively, and (b) with respect to commitment fees in respect of the
Revolving Credit Commitment, the applicable rate per annum under the caption
"Commitment Fee Rate", in each case based upon the Total Leverage Ratio as of
the most recent determination date:

--------------------------------------------------------------------------------
                            BASE RATE          EURODOLLAR          COMMITMENT
  TOTAL LEVERAGE RATIO        MARGIN             MARGIN             FEE RATE
                               (FOR               (FOR                (FOR
                            REVOLVING          REVOLVING           REVOLVING
                              CREDIT          CREDIT LOANS           CREDIT
                            LOANS AND        AND TRANCHE A         COMMITMENTS)
                            TRANCHE A          TERM LOANS)
                           TERM LOANS)
--------------------------------------------------------------------------------
 CATEGORY 1:
 Greater than or equal         0.25%               1.25%               0.375%
 to 5.50 to 1
--------------------------------------------------------------------------------
 CATEGORY 2:
 Greater than or equal
 to 5.00 to 1 but less           0%                1.00%               0.25%
 than 5.50 to 1
--------------------------------------------------------------------------------
 CATEGORY 3:

                                CREDIT AGREEMENT

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                                        3

 Greater than or equal
 to 4.50 to 1 but less           0%                0.75%               0.25%
 than 5.00 to 1
--------------------------------------------------------------------------------
 CATEGORY 4:
 Greater than or equal
 to 3.50 to 1 but less           0%                0.625%              0.25%
 than 4.50 to 1
--------------------------------------------------------------------------------
 CATEGORY 5:
 Less than 3.50 to 1             0%                0.50%               0.25%
--------------------------------------------------------------------------------

For purposes of this definition, the Total Leverage Ratio (i) for any day during
the period commencing on the Amendment Effective Date and ending on the next
Business Day after the date the Borrower delivers to the Administrative Agent
the consolidated financial statements of the Borrower for the fiscal year ended
December 31, 2005 pursuant to Section 8.01(a) hereof shall be determined based
upon the certificate delivered pursuant to Section 6.01(i) hereof and (ii) for
any day thereafter shall be determined on the basis of the then most recent
consolidated financial statements of the Borrower delivered to the
Administrative Agent pursuant to Section 8.01(a) or 8.01(b) hereof. Any change
in the Applicable Rate as a result of a change in the Total Leverage Ratio shall
be effective as of the next Business Day following the date the relevant
consolidated financial statements of the Borrower are so delivered to the
Administrative Agent, PROVIDED that (A) in the event that the Borrower shall
fail to deliver to the Administrative Agent any consolidated financial
statements by the respective date required pursuant to said Section 8.01(a) or
8.01(b), the Applicable Rate shall be deemed to be in Category 1 above for each
day during the period commencing on the date said financial statements were so
required to be delivered and ending on the next Business Day following the date
such financial statements are in fact delivered to the Administrative Agent; (B)
at the option of the Borrower, the Applicable Rate shall be subject to
adjustment based on the foregoing table prior to the delivery of any
consolidated financial statements pursuant to Section 8.01(a) or 8.01(b) hereof
effective as of the next Business Day following the date (the "ADJUSTMENT
EFFECTIVE DATE") on which the Administrative Agent shall have received a
certificate of a Senior Officer (in form and detail satisfactory to the
Administrative Agent) setting forth the Total Leverage Ratio as at the last day
of the fiscal period in respect of which such consolidated financial statements
are required to be delivered and annexing thereto calculations of the Total
Leverage Ratio, except that in the event that the Total Leverage Ratio
determined on the basis of such consolidated financial statements when delivered
pursuant to Section 8.01(a) or 8.01(b) hereof shall be in a lower numbered
Category in the foregoing table than the Total Leverage Ratio set forth in such
certificate, the Applicable Rate shall automatically be adjusted retroactively
to the Adjustment Effective Date based upon the foregoing table; and (C) the
Applicable Rate with respect to Revolving Credit Loans and Tranche A Term Loans
shall be subject to adjustment based on the foregoing table on and as of any
Borrowing Date or the date of any prepayment described in the following clause
(y) if (i) either (x) a borrowing of Revolving Credit Loans occurs on such
Borrowing Date or (y) the Revolving Credit Loans are prepaid at any time, in
each case in excess of $20,000,000 in aggregate principal amount (unless, in the
case of clause (x) only, the proceeds of such borrowing are to be, and are in
fact, used to make repayments of Tranche A Term Loans or Incremental Term Loans,
in which case no such adjustment to the Applicable Rate shall be so required to
be made on such Borrowing Date or the date of such prepayment) and (ii) such
borrowing or prepayment, as the case may be, results in a change in the Total
Leverage Ratio as of such Borrowing Date or the date of such prepayment that
would in turn result in a change in the Applicable Rate as reflected in the
certificate of a Senior Officer (in form and detail

                                CREDIT AGREEMENT

<PAGE>
                                        4

satisfactory to the Administrative Agent) setting forth the Total Leverage Ratio
after giving effect to such borrowing or prepayment, as the case may be, and
annexing thereto calculations of the Total Leverage Ratio and delivered to the
Administrative Agent, together with the relevant notice of prepayment as
required by Section 4.05 hereof.

           "APPROVED FUND" shall mean any Person (other than a natural person)
that is engaged in making, purchasing, holding or investing in bank loans and
similar extensions of credit in the ordinary course of its business and that is
administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an
entity or an Affiliate of an entity that administers or manages a Lender.

           "APPROVED SUBORDINATED DEBT" shall mean Subordinated Debt that
satisfies the requirements of clause (v) of Section 8.07(c) hereof.

           "ASSIGNMENT AND ASSUMPTION" shall mean an assignment and assumption
entered into by a Lender and an assignee (with the consent of any party whose
consent is required by Section 11.06 hereof), and accepted by the Administrative
Agent, in the form of Exhibit D hereto or any other form approved by the
Administrative Agent.

           "AVERAGE LIFE TO MATURITY" shall mean, as at any day with respect to
any Indebtedness, the quotient obtained by dividing (a) the sum of the products
of (i) the number of years from such day to the date or dates of each successive
scheduled principal payment of such Indebtedness multiplied by (ii) the amount
of each such principal payment by (b) the sum of all such principal payments.
The Average Life to Maturity of commitment reductions shall be determined in
like manner as if the relevant commitments were at all times fully drawn.

           "BANKRUPTCY CODE" shall mean the United States Federal Bankruptcy
Code of 1978, as amended from time to time.

           "BASE RATE" shall mean, with respect to any Base Rate Loan, for any
day, the higher of (a) the Federal Funds Effective Rate for such day PLUS 0.50%
and (b) the Prime Rate for such day. Each change in any interest rate provided
for herein based upon the Base Rate resulting from a change in the Base Rate
shall take effect at the time of such change in the Base Rate.

           "BASE RATE LOANS" shall mean Loans which bear interest at rates based
upon the Base Rate.

           "BOARD" shall mean the Board of Governors of the Federal Reserve
System of the United States of America.

           "BORROWER" shall mean Journal Register Company, a Delaware
corporation.

           "BORROWING DATE" shall mean each date on which Loans are made
hereunder.

           "BUSINESS DAY" shall mean any day on which commercial banks are not
authorized or required to close in New York City and, if such day relates to a
borrowing of, a

                                CREDIT AGREEMENT

<PAGE>
                                        5

payment or prepayment of principal of or interest on, or a Conversion of or
into, or a Continuation of, or an Interest Period for, a Eurodollar Loan or a
notice by the Borrower with respect to any such borrowing, payment, prepayment,
Conversion, Continuation or Interest Period, which is also a day on which
dealings in Dollar deposits are carried out in the London interbank market.

           "CAPITAL EXPENDITURES" shall mean, for any period, expenditures made
by the Borrower or any of its Subsidiaries to acquire or construct fixed assets,
plant and equipment (including renewals, improvements and replacements, but
excluding repairs) during such period computed in accordance with GAAP
(including the aggregate amount of Capital Lease Obligations incurred during
such period); PROVIDED that "Capital Expenditures" shall not include (a)
capitalized interest to the extent otherwise included in "Capital Expenditures"
as required by GAAP, (b) such expenditures made with the proceeds arising from
or in connection with any Disposition or Casualty Event or (c) at the option of
the Borrower (which option shall be exercised by written notice to the
Administrative Agent), any such expenditures up to but not exceeding $10,000,000
in the aggregate in any fiscal year and up to but not exceeding $25,000,000 in
the aggregate.

           "CAPITAL LEASE OBLIGATIONS" shall mean, for any Person, all
obligations of such Person to pay rent or other amounts under a lease of (or
other agreement conveying the right to use) Property to the extent such
obligations are required to be classified and accounted for as a capital lease
on a balance sheet of such Person under GAAP and, for purposes of this
Agreement, the amount of such obligations shall be the capitalized amount
thereof, determined in accordance with GAAP.

           "CAPITAL STOCK" shall mean (a) in the case of a corporation, capital
stock, (b) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
corporate stock, (c) in the case of a limited liability company, membership
units (whether common or preferred), (d) in the case of a partnership,
partnership interests (whether general or limited) and (e) any other equivalent
ownership interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the
issuing Person.

           "CASH EQUIVALENTS" shall mean:

           (a) direct obligations of, or obligations the principal of and
      interest on which are unconditionally guaranteed by, the United States of
      America (or by any agency thereof to the extent such obligations are
      backed by the full faith and credit of the United States of America), in
      each case maturing within one year from the date of acquisition thereof;

           (b) investments in commercial paper maturing within one year from the
      date of acquisition thereof and having, at such date of acquisition, a
      rating of at least A-1 or better or P-1 or better from S&P or Moody's,
      respectively;

           (c) investments in certificates of deposit, banker's acceptances and
      time deposits maturing within 180 days from the date of acquisition
      thereof issued or guaranteed by or placed with, and money market deposit
      accounts issued or offered by, any domestic

                                CREDIT AGREEMENT

<PAGE>
                                        6

      office of any commercial bank organized under the laws of the United
      States of America or any State thereof which has a combined capital and
      surplus and undivided profits of not less than $500,000,000;

           (d) fully collateralized repurchase agreements with a term of not
      more than 180 days for securities described in clause (a) above and
      entered into with a financial institution satisfying the criteria
      described in clause (c) above;

           (e) operating deposit accounts with financial institutions (including
      financial institutions not satisfying the criteria described in clause (c)
      above); and

           (f) money market funds that (i) comply with the criteria set forth in
      Securities and Exchange Commission Rule 2a-7 under the Investment Company
      Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody's and (iii) have
      portfolio assets of at least $5,000,000,000.

           "CASH FLOW" shall mean, for any period, the sum, for the Borrower and
its Subsidiaries for such period determined on a consolidated basis without
duplication in accordance with GAAP, of operating income before amortization and
depreciation and extraordinary or non-recurring gains and losses, and excluding
(i) all other non-cash or non-recurring subtractions from such operating income
not otherwise excluded (including any expense recorded in connection with or as
a result of any equity, equity-like or equity-linked grants or awards by the
Borrower or any of its Subsidiaries to directors, officers, employees or
consultants), (ii) all other non-cash items of income, (iii) for any period
ending on or prior to the last day of the fiscal year ending on or nearest to
December 31, 2006, expenses of the Borrower and its Subsidiaries in respect of
the implementation of on-line services for any Acquisition (including the 21st
Century Newspapers Acquisition) consummated during such period up to $500,000 in
the aggregate, (iv) for any fiscal year, other expenses of the Borrower and its
Subsidiaries in respect of on-line services up to $1,000,000 in the aggregate,
(v) all costs for such period associated with compliance with Section 404 of the
Sarbanes Oxley Act of 2002, as amended, and the rules and regulations
promulgated thereunder, consisting of (x) all first-year compliance costs of the
Company and its Subsidiaries (including 21st Century Newspapers and its
Subsidiaries and any other Person to the extent permitted to be acquired
hereunder) and (y) up to an additional $2,500,000 in the aggregate of such
compliance costs during the period commencing on the Amendment Effective Date
and ending on the date this Agreement terminates and (vi) all payments under,
and accrued expenses relating to, the discontinuance of the StarShare Plan of
Journal Register Newspapers, Inc. up to $1,000,000 in the aggregate during the
period commencing on the Original Effective Date and ending on the date this
Agreement terminates.

           "CASUALTY EVENT" shall mean, with respect to any Property of any
Person, any loss of, damage to or destruction of, or any condemnation or taking
of, such Property for which such Person or any of its Subsidiaries receives
insurance proceeds, or proceeds of a condemnation award or other compensation.

           "CLASS" shall have the meaning assigned to such term in Section 1.03
hereof.

                                CREDIT AGREEMENT

<PAGE>
                                        7

           "CODE" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

           "COMMITMENT PERCENTAGE" shall mean (a) with respect to any Revolving
Credit Lender, such Lender's Revolving Credit Commitment Percentage; (b) with
respect to any Tranche A Term Loan Lender, the ratio of (i) the outstanding
principal amount of the Tranche A Term Loan held by such Lender to (ii) the
aggregate outstanding principal amount of the Tranche A Term Loans held by all
of the Tranche A Term Loan Lenders; and (c) with respect to each Series and
Class of Incremental Loans and each Incremental Loan Lender holding Incremental
Loans of such Series and Class, the ratio of (i) the amount of the Incremental
Loan of such Series and Class of such Lender to (ii) the aggregate amount of the
Incremental Loan Commitments of such Series and Class of all of the Incremental
Loan Lenders holding Incremental Loans of such Series and Class (or, if such
Series of Incremental Loan Commitments have expired or terminated, the ratio of
(i) the aggregate outstanding principal amount of the Incremental Loan(s) of
such Series and Class held by such Lender to (ii) the aggregate outstanding
principal amount of the Incremental Loans of such Series and Class held by all
of the Incremental Loan Lenders).

           "COMMITMENTS" shall mean, collectively, the Revolving Credit
Commitments, the Tranche A Term Loan Commitments and (if any) the Incremental
Loan Commitments.

           "COMPLIANCE CERTIFICATE" shall mean a certificate of the chief
financial officer or controller of the Borrower, substantially in the form of
Exhibit C hereto (with such changes thereto as may be agreed from time to time
by the Borrower and the Administrative Agent consistent with the terms of this
Agreement).

           "CONTINUE", "CONTINUATION" and "CONTINUED" shall refer to the
continuation pursuant to Section 2.08 hereof of a Eurodollar Loan from one
Interest Period to the next Interest Period.

           "CONVERT", "CONVERSION" and "CONVERTED" shall refer to a conversion
pursuant to Section 2.08 hereof of Base Rate Loans into Eurodollar Loans or
Eurodollar Loans into Base Rate Loans which may be accompanied by the transfer
by a Lender (at its sole discretion) of a Loan from one Applicable Lending
Office to another.

           "CONVERTIBLE DEBT" shall mean Indebtedness (whether senior or
subordinated) of the Borrower that may be converted into Capital Stock of the
Borrower.

           "CREDIT DOCUMENTS" shall mean, collectively, this Agreement, the
Notes, the Letter of Credit Documents, the Subsidiary Guarantee, and the
Security Documents.

           "DEFAULT" shall mean an Event of Default or an event which with
notice or lapse of time or both would become an Event of Default.

           "DISPOSITION" shall mean (a) any sale, assignment, transfer or other
disposition of any Property (whether now owned or hereafter acquired) by the
Borrower or any of its Subsidiaries to any other Person, excluding any such
sale, assignment, transfer or other

                                CREDIT AGREEMENT

<PAGE>
                                        8

disposition in the ordinary course of business and on ordinary business terms,
or (b) the entering into of any agreement by the Borrower or any of its
Subsidiaries with any other Person pursuant to which such other Person has the
right to use or manage or otherwise exploit any Property (whether now owned or
hereafter acquired) of the Borrower or such Subsidiary and pursuant to which
such other Person is entitled, directly or indirectly, to retain all or a
substantial part of the revenues derived from the use or management or other
exploitation of such Property. The terms "DISPOSE" and "DISPOSED" used as a verb
shall have a correlative meaning.

           "DISQUALIFIED CAPITAL STOCK" shall mean any Capital Stock which, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable at the option of the holder thereof), or upon the
happening of any event, matures into a cash payment (excluding any maturity as
the result of an optional redemption by the issuer thereof) or is mandatorily
redeemable for cash, pursuant to a sinking fund obligation or otherwise, or
redeemable for cash at the sole option of the holder thereof (except, in each
case, upon the occurrence of a change of control), on or prior to the date that
is 91 days after the final maturity of the Tranche A Term Loans.

           "DOLLARS" and "$" shall mean lawful money of the United States of
America.

           "DOMESTIC SUBSIDIARY" shall mean any Subsidiary other than a Foreign
Subsidiary.

           "ECF PERCENTAGE" shall mean 50%.

           "ENVIRONMENTAL CLAIM" shall mean, with respect to any Person, any
written or oral notice, claim, demand or other communication (each, a "CLAIM")
by any other Person alleging or asserting such Person's liability for
investigatory costs, cleanup costs, governmental response costs, damages to
natural resources or other Property or health, personal injuries, fines or
penalties arising out of, based on or resulting from (i) the presence, or
Release, of any Hazardous Material at or from any location, whether or not owned
by such Person, or (ii) circumstances forming the basis of any violation, or
alleged violation, of any Environmental Law. The term "Environmental Claim"
shall include, without limitation, any claim by any Governmental Authority for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law, and any claim by any third party
seeking damages, contribution, indemnification, cost recovery, compensation or
injunctive relief resulting from the presence or Release of Hazardous Materials
or arising from alleged injury or threat of injury to health, safety or the
environment.

           "ENVIRONMENTAL LAWS" shall mean any and all present and future
Federal, state, local and foreign laws, rules or regulations, and any orders or
decrees, in each case as now or hereafter in effect, relating to the regulation
or protection of the environment (including the environment as it affects human
health or safety) or to emissions, discharges, Releases or threatened Releases
of pollutants, contaminants, chemicals or toxic or hazardous substances or
wastes into the indoor or outdoor environment, including, without limitation,
ambient air, soil, surface water, ground water, wetlands, land or subsurface
strata, or otherwise relating to the manufacture, processing, distribution,
generation, recycling, use, treatment, storage, disposal,


                                CREDIT AGREEMENT

<PAGE>
                                        9

transport or handling of pollutants, contaminants, chemicals or toxic or
hazardous substances or wastes (or the effect of the same on human health or
safety).

           "EQUITY RIGHTS" shall mean, with respect to any Person, any
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including, without limitation, any stockholders' or voting trust
agreements) for the issuance, sale, registration or voting of, or securities
convertible into, any additional Capital Stock of any class or type of, such
Person.

           "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

           "ERISA AFFILIATE" shall mean any corporation or trade or business
that is a member of any group of organizations (i) described in Section 414(b)
or (c) of the Code of which the Borrower is a member and (ii) solely for
purposes of potential liability under Section 302(c)(11) of ERISA and Section
412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and
Section 412(n) of the Code, described in Section 414(m) or (o) of the Code of
which the Borrower is a member.

           "EURODOLLAR BASE RATE" shall mean, with respect to any Eurodollar
Loan for any Interest Period therefor, the rate appearing on Page 3750 of the
Telerate Service (or on any successor or substitute page of such Service, or any
successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that
such rate is not available at such time for any reason, then the Eurodollar Base
Rate with respect to such Eurodollar Loan for such Interest Period shall be the
rate at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the principal London office of the Person
serving as the Administrative Agent in immediately available funds to leading
banks in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

           "EURODOLLAR LOANS" shall mean Loans the interest rates on which are
determined on the basis of rates referred to in the definition of "Eurodollar
Base Rate" in this Section 1.01.

           "EURODOLLAR RATE" shall mean, for any Eurodollar Loan for any
Interest Period therefor, a rate per annum (rounded, if necessary, to the
nearest 1/100 of 1%) determined by the Administrative Agent to be equal to the
quotient of the Eurodollar Base Rate for such Loan for such Interest Period
DIVIDED BY 1 MINUS the Statutory Reserve Rate for such Loan for such Interest
Period.

           "EVENT OF DEFAULT" shall have the meaning given to such term in
Section 9 hereof.

           "EXCESS CASH FLOW" shall mean, for any period the sum, for the
Borrower and its Subsidiaries for such period determined on a consolidated basis
without duplication in

                                CREDIT AGREEMENT

<PAGE>
                                       10

accordance with GAAP, of (a) operating income before amortization and
depreciation and extraordinary or non-recurring gains and losses (unless
received or payable in cash) for such period, MINUS (b) the sum of the following
for such period (without duplication): (i) Total Debt Service PLUS (ii) the
aggregate amount of optional prepayments of principal of the Loans made pursuant
to Section 2.08 hereof (but, in the case of any such prepayments of Revolving
Credit Loans, only to the extent of an accompanying permanent reduction in the
Revolving Credit Commitments) divided by the ECF Percentage PLUS (iii) (subject
to the proviso below) Capital Expenditures made as permitted by Section 8.10
hereof PLUS (iv) (subject to the proviso below) amounts paid, or to be paid in
the immediately succeeding fiscal year, in cash in respect of Permitted
Acquisitions made during such period PLUS (v) Restricted Payments made as
permitted by Section 8.09(c) hereof PLUS (vi) any net increase in Working
Capital (or MINUS any net decrease in Working Capital, other than any such
decrease reasonably determined by the Borrower to be temporary) PLUS (vii) costs
paid in cash in connection with obtaining any Swap Agreements PLUS (viii) taxes
(other than deferred taxes) paid during such period or paid or expected to be
paid in cash thereafter in respect of such period or any prior period, in each
case in respect of income or activities earned or conducted during such period,
to the extent included in arriving at such operating income PLUS (ix) the
aggregate net amount of gain on any Disposition or Casualty Event with respect
to any Property of the Borrower and its Subsidiaries to the extent included in
arriving at such operating income PLUS (x) amounts paid, or to be paid in the
immediately succeeding fiscal year, in cash pursuant to any pension,
post-retirement or other benefit plan; PROVIDED that there shall be added to the
amounts under clauses (iii) and (iv) above for any period any amounts reasonably
determined by the Borrower (but without duplication to the extent such amounts
have been deducted in arriving at Excess Cash Flow for any prior period) in
respect of (x) projected Capital Expenditures with respect to any project or
undertaking that has been commenced during such period (including the
undertaking of any feasibility or other initial study or work in respect
thereof) and/or (y) any Acquisition that was under consideration at the end of
such period and is continuing at the time of the determination of Excess Cash
Flow for such period; PROVIDED that the aggregate amount of such amounts under
the foregoing proviso (excluding any such amounts with respect to any such
Acquisition for which a binding letter of intent or definitive agreement has
been executed by the Borrower or any of its Subsidiaries prior to the time of
the determination of Excess Cash Flow for such period) shall not exceed
$50,000,000 for such period.

           "EXCLUDED TAXES" shall mean, with respect to the Administrative
Agent, any Lender, any Issuing Lender or any other recipient of any payment to
be made by or on account of any obligation of the Borrower hereunder, (a) income
or franchise taxes imposed on (or measured by) its net income by the United
States of America, or by the jurisdiction under the laws of which such recipient
is organized or in which its principal office is located or, in the case of any
Lender, in which its Applicable Lending Office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender, any withholding tax that is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement or is attributable to such Foreign Lender's failure or inability
(including as a result of such Foreign Lender's lack of entitlement to an
exemption or reduction of the type referred to therein) to comply with Section
5.07(e) hereof.

                                CREDIT AGREEMENT

<PAGE>
                                       11

           "EXISTING CREDIT AGREEMENT" shall have the meaning assigned to such
term in the recitals of this Agreement.

           "EXISTING REVOLVING CREDIT LOANS" shall mean, collectively, the
"Revolving Credit Loans" (as such term is defined in the Existing Credit
Agreement) outstanding under the Existing Credit Agreement immediately prior to
the Amendment Effective Date.

           "EXISTING TERM LOANS" shall mean, collectively, the "Tranche A Term
Loans" and the "Tranche B Term Loans" (as each such term is defined in the
Existing Credit Agreement) outstanding under the Existing Credit Agreement
immediately prior to the Amendment Effective Date.

           "FEDERAL FUNDS EFFECTIVE RATE" shall mean, for any day, the weighted
average (rounded, if necessary, to the nearest 1/100 of 1%) 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 that is a Business Day, the average (rounded, if
necessary, to the nearest 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

           "FOREIGN LENDER" shall mean any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

           "FOREIGN SUBSIDIARY" shall mean any Subsidiary which is organized
under the laws of any jurisdiction outside the United States of America, any
State thereof and the District of Columbia.

           "GAAP" shall mean United States generally accepted accounting
principles applied on a basis consistent with those which, in accordance with
the last sentence of Section 1.02(a) hereof, are to be used in making the
calculations for purposes of determining compliance with this Agreement.

           "GOVERNMENTAL AUTHORITY" shall mean the government of the United
States of America, or of any other nation, or any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

           "GUARANTEE" shall mean a guarantee, an endorsement, a contingent
agreement to purchase or to furnish funds for the payment or maintenance of, or
otherwise to be or become contingently liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital or earnings of any
Person, or a guarantee of the payment of dividends or other distributions upon
the stock or equity interests of any Person, or an agreement to purchase, sell
or lease (as lessee or lessor) Property, products, materials, supplies or
services primarily for the

                                CREDIT AGREEMENT


<PAGE>
                                       12

purpose of enabling a debtor to make payment of his, her or its obligations or
an agreement to assure a creditor against loss, and including, without
limitation, causing a bank to issue a letter of credit or other similar
instrument for the benefit of another Person, but excluding endorsements for
collection or deposit in the ordinary course of business. The terms "GUARANTEE"
and "GUARANTEED" used as a verb shall have a correlative meaning.

           "HAZARDOUS MATERIAL" shall mean, collectively, (a) any petroleum or
petroleum products, flammable materials, explosives, radiologically contaminated
or enhanced materials, asbestos, urea formaldehyde foam insulation, and
transformers or other equipment that contain polychlorinated biphenyls, (b) any
chemicals or other materials or substances that are now or hereafter become
defined as or included in the definition of "hazardous substances", "hazardous
wastes", "hazardous materials", "extremely hazardous wastes", "restricted
hazardous wastes", "toxic substances", "toxic pollutants", "contaminants",
"pollutants" or words of similar import under any Environmental Law and (c) any
other chemical or other material or substance, exposure to which is now or
hereafter prohibited, limited or regulated under any Environmental Law.

           "IMMATERIAL SUBSIDIARY" shall mean (a) as of the Amendment Effective
Date, any Subsidiary listed in Schedule 1.01 hereto and (b) at any time
thereafter, any Subsidiary designated as such by the Borrower in a certificate
delivered by the Borrower to the Administrative Agent (and which designation has
not been rescinded in a subsequent certificate of the Borrower delivered to the
Administrative Agent), PROVIDED that (i) no Subsidiary shall be (or may be
designated as) an Immaterial Subsidiary if it has aggregate assets or Cash Flow
of more than $5,000,000 and (ii) neither the assets of, nor the aggregate Cash
Flow of, all Immaterial Subsidiaries may exceed $20,000,000, in each case
determined as of the end of the fiscal quarter or fiscal year most recently
ended (and, with respect to any such determination of Cash Flow, for the period
of four fiscal quarters then ended).

           "INCREMENTAL LENDER" shall mean a Lender with an Incremental Loan
Commitment or an outstanding Incremental Loan.

           "INCREMENTAL LOAN" shall mean an Incremental Revolving Credit Loan or
an Incremental Term Loan.

           "INCREMENTAL LOAN AMENDMENT" shall mean any amendment to this
Agreement pursuant to which Incremental Loan Commitments of any Series are
established pursuant to Section 2.01(c) hereof.

           "INCREMENTAL LOAN COMMITMENT" shall mean an Incremental Revolving
Credit Commitment or an Incremental Term Loan Commitment. The aggregate amount
of the Incremental Loan Commitments on the Amendment Effective Date is zero and
at any time thereafter shall not exceed $500,000,000.

           "INCREMENTAL REVOLVING CREDIT COMMITMENT" shall mean, with respect to
each Incremental Lender of any Series, the commitment, if any, of such Lender to
make Incremental Revolving Credit Loans of such Series hereunder. The initial
amount of each Lender's Incremental Revolving Credit Commitment of any Series
will be specified in the Incremental

                                CREDIT AGREEMENT

<PAGE>
                                       13

Loan Amendment for such Series, or will be set forth in the Assignment and
Assumption pursuant to which such Lender shall have assumed its Incremental
Revolving Credit Commitment of such Series.

           "INCREMENTAL REVOLVING CREDIT LOAN" shall have the meaning assigned
to such term in Section 2.01(c) hereof.

           "INCREMENTAL REVOLVING CREDIT COMMITMENT TERMINATION DATE" shall
mean, with respect to the Incremental Revolving Credit Loans of any Series, the
maturity date for such Incremental Revolving Credit Loans of such Series as
specified in the Incremental Loan Amendment for such Series.

           "INCREMENTAL TERM LOAN" shall have the meaning assigned to such term
in Section 2.01(c) hereof.

           "INCREMENTAL TERM LOAN COMMITMENT" shall mean, with respect to each
Incremental Lender of any Series, the commitment, if any, of such Lender to make
Incremental Term Loans of such Series hereunder. The initial amount of each
Lender's Incremental Term Loan Commitment of any Series will be specified in the
Incremental Loan Amendment for such Series, or will be set forth in the
Assignment and Assumption pursuant to which such Lender shall have assumed its
Incremental Term Loan Commitment of such Series.

           "INCREMENTAL TERM LOAN MATURITY DATE" shall mean, with respect to the
Incremental Term Loans of any Series, the maturity date for such Incremental
Term Loans of such Series as specified in the Incremental Loan Amendment for
such Series.

           "INCREMENTAL TERM LOAN PRINCIPAL PAYMENT DATE" shall mean, for each
Series of Incremental Term Loans, the date or dates for repayment of such
Incremental Term Loans as specified in the Incremental Loan Amendment for such
Series.

           "INDEBTEDNESS" shall mean, as to any Person: (a) indebtedness
created, issued or incurred by such Person for borrowed money (whether by loan
or the issuance and sale of debt securities); (b) obligations of such Person to
pay the deferred purchase or acquisition price of property or services
(excluding all current trade payables (other than for borrowed money) arising,
and all current accrued expenses and liabilities for unearned income incurred,
in the ordinary course of business); (c) such indebtedness or other obligations
of others secured by a Lien on Property of such Person, whether or not the
respective indebtedness or other obligation so secured has been assumed by such
Person; (d) obligations of such Person in respect of letters of credit or
similar instruments issued or accepted by banks and other financial institutions
for the account of such Person; (e) Capital Lease Obligations of such Person;
and (f) Indebtedness of others Guaranteed by such Person; PROVIDED that there
shall be excluded from Indebtedness of the Borrower and its Subsidiaries any of
the foregoing obligations of the Borrower or any of its Subsidiaries described
in clauses (a) through (f) above owing to the Borrower or any other such
Subsidiary, as the case may be.

           "INDEMNIFIED TAXES" shall mean Taxes other than Excluded Taxes.

                                CREDIT AGREEMENT

<PAGE>
                                       14

           "INTEREST COVERAGE RATIO" shall mean, at any date, the ratio of (a)
Cash Flow (calculated on a Pro Forma Basis) for the period of four complete
consecutive fiscal quarters ended on, or most recently ended prior to, such date
to (b) Interest Expense (calculated on a Pro Forma Basis) for such period.

           "INTEREST EXPENSE" shall mean, for any period, all interest expense
of the Borrower and its Subsidiaries for such period (determined on a
consolidated basis without duplication in accordance with GAAP), including
imputed interest expense in respect of Capital Lease Obligations, paid, accrued
or capitalized during such period, but excluding, to the extent included in such
interest expense for such period, (i) amortization of Swap Agreements, (ii)
amortization of debt issuance costs and (iii) other non-cash interest items.

           "INTEREST PERIOD" shall mean, with respect to any Eurodollar Loan,
each period commencing on the date such Eurodollar Loan is made or Converted
from a Base Rate Loan or the last day of the immediately preceding Interest
Period for such Loan and ending two weeks thereafter or on the numerically
corresponding day in the first, second, third, fourth, fifth, sixth, seventh,
eighth or (to the extent available from all of the Lenders, as determined by the
Administrative Agent) ninth, tenth, eleventh or twelfth month thereafter (or any
other period with the consent of the Lenders (which consent shall not be
unreasonably withheld), as determined by the Administrative Agent), as the
Borrower may select as provided in Section 4.05 hereof, except that each
Interest Period which commences on the last Business Day of a calendar month (or
on any day for which there is no numerically corresponding day in the
appropriate subsequent calendar month) shall end on the last Business Day of the
appropriate subsequent calendar month. Notwithstanding the foregoing: (a) if any
Interest Period for any Revolving Credit Loan would otherwise commence before
and end after the Revolving Credit Commitment Termination Date, such Interest
Period shall end on the Revolving Credit Commitment Termination Date; (b) no
Interest Period for any Tranche A Term Loan may commence before and end after
any Principal Payment Date unless, after giving effect thereto, the aggregate
principal amount of the Tranche A Term Loans having Interest Periods which end
after such Principal Payment Date shall be equal to or less than the aggregate
principal amount of the Tranche A Term Loans scheduled to be outstanding after
giving effect to the payments of principal required to be made on such Principal
Payment Date; (c) no Interest Period for any Incremental Loan of any Series may
commence before and end after any Principal Payment Date for Incremental Loans
of such Series unless, after giving effect thereto, the aggregate principal
amount of the Incremental Loans of such Series having Interest Periods which end
after such Principal Payment Date shall be equal to or less than the aggregate
principal amount of the Incremental Loans of such Series scheduled to be
outstanding after giving effect to the payment of principal required to be made
on such Principal Payment Date; and (d) each Interest Period which would
otherwise end on a day which is not a Business Day shall end on the next
succeeding Business Day (or, if such next succeeding Business Day falls in the
next succeeding calendar month, on the immediately preceding Business Day).

           "INVESTMENT" shall mean, for any Person: (a) the acquisition (whether
for cash, Property, services or securities or otherwise) of Capital Stock,
bonds, notes, debentures, partnership or other ownership interests or other
securities of any other Person; (b) the making of any deposit with, or advance,
loan or other extension of credit to, any other Person (including the purchase
of Property from another Person subject to an understanding or agreement,
contingent

                                CREDIT AGREEMENT

<PAGE>
                                       15

or otherwise, to resell such Property to such Person, but excluding any such
advance, loan or extension of credit having a term not exceeding 90 days
representing the purchase price of inventory or supplies sold by such Person in
the ordinary course of business); (c) the entering into of any Guarantee of, or
other contingent obligation with respect to, Indebtedness or other liability of
any other Person and (without duplication) any amount committed to be advanced,
lent or extended to such Person; or (d) the entering into of any Swap Agreement.

           "ISSUING LENDER" shall mean each of JPMCB and/or such other Lender
designated by the Borrower as an "Issuing Lender" hereunder that has agreed to
such designation (and is reasonably acceptable to the Administrative Agent),
each in its capacity as an issuer of Letters of Credit hereunder, and its
successors in such capacity as provided in Section 2.10(j) hereof. Any Issuing
Lender may, in its discretion, arrange for one or more Letters of Credit to be
issued by Affiliates of such Issuing Lender, in which case the term "Issuing
Lender" shall include any such Affiliate with respect to Letters of Credit
issued by such Affiliate.

           "JPMCB" shall mean JPMorgan Chase Bank, N.A.

           "LC DISBURSEMENT" shall mean a payment made by any Issuing Lender
pursuant to a Letter of Credit.

           "LC EXPOSURE" shall mean, at any time, the sum of (a) the aggregate
undrawn amount of all outstanding Letters of Credit at such time PLUS (b) the
aggregate amount of all LC Disbursements that have not yet been reimbursed by or
on behalf of the Borrower at such time. The LC Exposure of any Revolving Credit
Lender at any time shall be its Revolving Credit Commitment Percentage of the
total LC Exposure at such time.

           "LENDERS" shall mean the Persons listed on Annex 1 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Assumption or an Incremental Loan Amendment, other than any such Person that
ceases to be a party hereto pursuant to an Assignment and Assumption. Unless the
context otherwise requires, the term "Lenders" includes the Swingline Lender.

           "LETTER OF CREDIT" shall mean any letter of credit issued pursuant to
this Agreement.

           "LETTER OF CREDIT DOCUMENTS" shall mean, with respect to any Letter
of Credit, collectively, any application therefor and any other agreements,
instruments, guarantees or other documents (whether general in application or
applicable only to such Letter of Credit) governing or providing for (a) the
rights and obligations of the parties concerned or at risk with respect to such
Letter of Credit or (b) any collateral security for any of such obligations.

           "LIEN" shall mean, with respect to any Property, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
Property. For purposes of this Agreement and the other Credit Documents, a
Person shall be deemed to own subject to a Lien any Property which it has
acquired or holds subject to the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement
other than an operating lease relating to such Property.

                                CREDIT AGREEMENT

<PAGE>
                                       16

           "LOANS" shall mean the Revolving Credit Loans, Tranche A Term Loans,
Incremental Loans and Swingline Loans.

           "MARGIN STOCK" shall mean margin stock within the meaning of
Regulation U and Regulation X.

           "MATERIAL ADVERSE EFFECT" shall mean a material adverse effect on (a)
the business, cash flows, results of operations, assets, liabilities or
financial condition of the Borrower and its Subsidiaries taken as a whole or (b)
the validity or enforceability of any of the Credit Documents or the rights and
remedies of the Lenders and the Administrative Agent thereunder.

           "MATERIAL INDEBTEDNESS" shall mean Indebtedness (other than the Loans
and Letters of Credit), or obligations in respect of one or more Swap
Agreements, of any one or more of the Borrower and its Subsidiaries in an
aggregate principal amount exceeding $20,000,000. For purposes of determining
Material Indebtedness, the "principal amount" of the obligations of the Borrower
or any Subsidiary in respect of any Swap Agreement at any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that the
Borrower or such Subsidiary would be required to pay if such Swap Agreement were
terminated at such time.

           "MOODY'S" shall mean Moody's Investors Service, Inc. and its
successors.

           "MULTIEMPLOYER PLAN" shall mean a multiemployer plan defined as such
in Section 3(37) of ERISA to which contributions have been made by the Company
or any ERISA Affiliate and which is covered by Title IV of ERISA.

           "NET PROCEEDS" shall mean, with respect to any receipt of cash
proceeds of any Disposition referred to in Section 2.09(b)(i) hereof (including
any cash received in respect of any non-cash proceeds, but only as and when
received) or any insurance payment, or any condemnation award or other
compensation in respect of any Casualty Event referred to in Section 2.09(b)(ii)
hereof (but only if, individually, in excess of $1,000,000), the excess, if any
of (a) the aggregate amount of such proceeds OVER (b) the sum of (i) the
reasonable fees and out-of-pocket expenses incurred by the Borrower or any of
its Subsidiaries, in the case of any such Disposition, in effecting such
Disposition (including underwriting discounts and commissions, brokerage or
other selling commissions, legal, advisory and other fees and expenses,
including title and recording fees and expenses and appraisal and environmental
fees and expenses) or, in the case of any such Casualty Event, in collecting
such payment or compensation PLUS (ii) the taxes paid (or reasonably estimated
to be payable) by the Borrower or any of its Subsidiaries in connection with any
such Disposition or Casualty Event PLUS (iii) in the case of any such
Disposition or Casualty Event, the amount of any liabilities (contingent or
otherwise) reasonably estimated to be payable by the Borrower or any of its
Subsidiaries and directly attributable to such Disposition or Casualty Event (as
determined reasonably and in good faith by the chief financial officer of the
Borrower) PLUS (iv) in the case of any such Disposition or Casualty Event, any
contractually required repayments of Indebtedness of the Borrower or any of its
Subsidiaries secured by a Lien on the related Property.

                                CREDIT AGREEMENT

<PAGE>
                                       17

           "NEWSPAPER" shall mean each newspaper or other publication including
magazines, guides and directories (whether in print or electronic form) and
proprietary information databases in connection therewith (whether in print or
electronic form) owned or operated by, or to be Acquired by, the Borrower or any
Subsidiary (or, if the context so requires, a Subsidiary of the Borrower that
owns or operates, or proposes to Acquire, such a business) and may include,
without limitation, tangible or intangible assets used or usable in the
operation of such business, real property used in connection with such business,
contracts, leases and agreements relating to such business, all licenses
required for the operation of such business in accordance with applicable laws
and regulations and copyrights, trademarks, trade names, logos, jingles, service
marks, slogans and promotional materials used in connection with such business.

           "NOTES" shall mean the promissory notes (if any) issued by the
Borrower pursuant to Section 2.07(d) hereof.

           "OBLIGORS" shall mean, collectively, the Borrower and the Subsidiary
Guarantors.

           "ORIGINAL EFFECTIVE DATE" shall mean August 12, 2004.

           "OTHER TAXES" shall mean any and all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Credit Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Credit
Document.

           "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
entity succeeding to any or all of its functions under ERISA.

           "PERMITTED ACQUISITION" shall mean an Acquisition permitted by clause
(v) or (vi) of Section 8.05(b) hereof.

           "PERMITTED LIENS" shall mean, with respect to Liens on the Property
of the Borrower and/or any of its Subsidiaries, collectively, Liens permitted by
Section 8.06 hereof.

           "PERMITTED USAGE" shall mean (a) a Permitted Acquisition, (b) a
Capital Expenditure permitted to be made under Section 8.10 hereof, (c) any
purchase of assets used or useful in the business of the Borrower and its
Subsidiaries and (d) any other Investment permitted under Section 8.08(g)
hereof.

           "PERSON" shall mean any individual, corporation, limited liability
company, company, voluntary association, partnership, joint venture, trust,
joint stock company, unincorporated organization or Governmental Authority or
other entity of whatever nature.

           "PLAN" shall mean an employee benefit or other plan established or
maintained by the Borrower or any ERISA Affiliate and which is covered by Title
IV of ERISA, other than a Multiemployer Plan.

           "POST-DEFAULT RATE" shall mean, in respect of any principal of any
Loan or any other amount owing to any of the Lenders or the Administrative Agent
under or pursuant to this

                                CREDIT AGREEMENT

<PAGE>
                                       18

Agreement or any other Credit Document, a rate per annum equal to 2% PLUS the
Base Rate as in effect from time to time PLUS the Applicable Rate (PROVIDED
that, if any amount in respect of which interest is payable at the Post-Default
Rate is principal of a Eurodollar Loan and the day interest thereon commences to
be payable at the Post-Default Rate is a day other than the last day of an
Interest Period therefor, the "Post-Default Rate" for such principal shall be,
for the period from and including such day to but excluding the last day of such
Interest Period, 2% PLUS the interest rate for such Loan for such Interest
Period as provided in Section 3.02(b) hereof and, thereafter, the rate provided
for above in this definition).

           "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; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

           "PRINCIPAL PAYMENT DATES" shall mean (a) with respect to Tranche A
Term Loans, (i) each of the Quarterly Dates occurring in March, June, September
and December of each year, commencing with the Quarterly Date occurring in
December, 2006 through and including the Quarterly Date occurring in June, 2012
and (ii) August 12, 2012 and (b) with respect to each Series of Incremental Term
Loans, the dates on which the Borrower is required to pay each scheduled
installment of such Loans as may be hereafter agreed between the Borrower and
the Lenders providing such Loans in the relevant Incremental Loan Amendment,
PROVIDED that the requirements of Section 3.01(d) hereof are satisfied.

           "PRO FORMA BASIS" shall mean, as to any Person, for any of the
following events which occur subsequent to the commencement of a period for
which the financial effect of such event is being calculated, and giving effect
to the event for which such calculation is being made, such calculation as will
give PRO FORMA effect to such event as if same had occurred at the beginning of
such period of calculation, and

           (a) for purposes of the foregoing calculation, the transaction giving
      rise to the need to calculate the PRO FORMA effect of any of the following
      events shall be assumed to have occurred on the first day of the relevant
      measurement period for which such PRO FORMA effect is being determined
      (the "REFERENCE PERIOD"), and in calculating compliance with any ratio,
      such compliance will be determined on the basis of the Reference Period
      (notwithstanding anything to the contrary contained in the definition of
      the relevant ratio in this Section 1.01);

           (b) in making any determination in connection with the incurrence or
      assumption of any Indebtedness under Section 8.07(c) hereof or in
      connection with any Permitted Acquisition, (i) such Indebtedness shall be
      deemed to have been incurred or repaid at the beginning of the Reference
      Period, (ii) if such Indebtedness is floating rate debt, Interest Expense
      for such Indebtedness for such period shall be computed on a PRO FORMA
      basis utilizing the average Eurodollar Base Rate (assuming 3-month
      interest periods) for the Reference Period PLUS the Applicable Rate for
      the relevant type of such floating rate debt, (iii) if such Indebtedness
      is fixed rate debt, Interest Expense for such Indebtedness for the
      Reference Period shall be computed on a PRO FORMA basis utilizing such
      fixed rate and (iv) any other Indebtedness repaid with the proceeds of
      such Indebtedness shall be deemed to

                                CREDIT AGREEMENT

<PAGE>
                                       19

      have been repaid at the beginning of the Reference Period and the Interest
      Expense relating thereto shall be eliminated from the calculation; and

           (c) in making any determination of Cash Flow, PRO FORMA effect shall
      be given to the 21st Century Newspapers Acquisition or any Permitted
      Acquisition or Disposition, in each case for which there is a pro forma
      effect during the Reference Period, as if the 21st Century Newspapers
      Acquisition or such Permitted Acquisition or Disposition, as the case may
      be, occurred on the first day of the Reference Period and the Cash Flow of
      the 21st Century Newspapers Acquisition or such Permitted Acquisition or
      Disposition, as applicable, shall be adjusted to include (i) any expense
      and cost reductions for which PRO FORMA effect would be permitted under
      Article 11 of Regulation S-X under the Securities Act of 1933, as amended,
      (ii) any other cost savings directly attributable to the 21st Century
      Newspapers Acquisition or such Permitted Acquisition or Disposition, as
      the case may be, within one year of the date thereof that are projected by
      the Borrower in good faith to result therefrom and supportable or
      quantifiable by appropriate records, but not exceeding $10,000,000
      individually for the 21st Century Newspapers Acquisition or any such
      Permitted Acquisition or Disposition and (iii) any other amount of cost
      savings approved by the Administrative Agent (such approval not to be
      unreasonably withheld) (and the Borrower shall furnish to the
      Administrative Agent reasonable detail regarding any such reductions
      and/or savings).

For purposes of this definition, whenever PRO FORMA effect is to be given to any
occurrence or event, the PRO FORMA calculations shall be determined in good
faith by a Senior Officer of the Borrower.

           "PROPERTY" shall mean all property of any kind whatsoever, whether
real, personal or mixed and whether tangible or intangible, and any right or
interest in or to any such property of any kind whatsoever.

           "QUARTERLY DATES" shall mean the last Business Day of March, June,
September and December in each year, the first of which shall be the first such
day after the date of this Agreement.

           "REGISTER" shall have the meaning assigned to such term in Section
11.06 hereof.

           "REGULATION D", "REGULATION U" and "REGULATION X" shall mean,
respectively, Regulation D, Regulation U and Regulation X of the Board.

           "REGULATORY CHANGE" shall mean, with respect to any Lender, any
change after the date of this Agreement in United States Federal, state or
foreign law or regulations (including, without limitation, Regulation D) or the
adoption or making after such date of any interpretation, directive or request
applying to a class of banks including such Lender of or under any United States
Federal, state or foreign law or regulations (whether or not having the force of
law and whether or not failure to comply therewith would be unlawful) by any
court or Governmental Authority charged with the interpretation or
administration thereof.

                                CREDIT AGREEMENT
<PAGE>
                                       20


           "RELEASE" shall mean any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration into
the indoor or outdoor environment, including, without limitation, the movement
of Hazardous Materials through ambient air, soil, surface water, ground water,
wetlands, land or subsurface strata.

           "REQUIRED LENDERS" shall mean, at any time, Lenders having more than
50% of the sum of (a) the aggregate Revolving Credit Exposures at such time PLUS
(b) the aggregate outstanding principal amount of the Tranche A Term Loans and
Incremental Loans at such time PLUS (c) the aggregate unused amount of the
Commitments at such time. The "Required Lenders" of a particular Class of Loans
means Lenders having outstanding Loans and unused Commitments of such Class
representing more than 50% of the total outstanding Loans (or, in the case of
Revolving Credit Lenders, Revolving Credit Exposures) and (if any) unused
Commitments of such Class at such time.

           "RESTRICTED PAYMENT" shall mean any dividend or other distribution
(whether in cash, securities or other property but excluding dividends payable
solely in additional shares, or in rights to acquire shares, of Capital Stock
(other than Disqualified Capital Stock) of the Borrower) with respect to any
shares of any class of Capital Stock of the Borrower or any of its Subsidiaries,
or any payment (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such shares of
Capital Stock of the Borrower or any option, warrant or other right to acquire
any such shares of Capital Stock of the Borrower.

           "REVOLVING CREDIT AVAILABILITY PERIOD" shall mean the period from and
including the Amendment Effective Date to but excluding the earlier of the
Revolving Credit Commitment Termination Date and the date of termination of the
Revolving Credit Commitments.

           "REVOLVING CREDIT COMMITMENT" shall mean, with respect to each
Lender, the commitment, if any, of such Lender to make Revolving Credit Loans
and to acquire participations in Letters of Credit and Swingline Loans
hereunder, expressed as an amount representing the maximum aggregate amount of
such Lender's Revolving Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.03 hereof and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 11.06 hereof. The initial amount of each Lender's Revolving
Credit Commitment is set forth on Annex 1, or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Revolving Credit
Commitment, as applicable. The aggregate amount of the Lenders' Revolving Credit
Commitments is $375,000,000 as of the Amendment Effective Date.

           "REVOLVING CREDIT COMMITMENT PERCENTAGE" shall mean, with respect to
any Revolving Credit Lender, the ratio of (a) the amount of the Revolving Credit
Commitment of such Lender to (b) the aggregate amount of the Revolving Credit
Commitments of all of the Revolving Credit Lenders (or, if the Revolving Credit
Commitments have expired or terminated, the ratio of (a) the Revolving Credit
Exposure of such Lender to (b) the aggregate Revolving Credit Exposures of the
Revolving Credit Lenders).

           "REVOLVING CREDIT COMMITMENT TERMINATION DATE" shall mean August 12,
2012.

                                CREDIT AGREEMENT

<PAGE>
                                       21

           "REVOLVING CREDIT EXPOSURE" shall mean, with respect to any Lender at
any time, the sum of the outstanding principal amount of such Lender's Revolving
Credit Loans and its LC Exposure and Swingline Exposure at such time.

           "REVOLVING CREDIT LENDERS" shall mean (a) on the Amendment Effective
Date, the Lenders having Revolving Credit Commitments as set forth on Annex 1
hereto and (b) thereafter, the Lenders from time to time having Revolving Credit
Exposure and holding Revolving Credit Commitments after giving effect to any
assignments thereof permitted by Section 11.06 hereof.

           "REVOLVING CREDIT LOANS" shall mean the loans provided for by Section
2.01(b) hereof, which may be Base Rate Loans and/or Eurodollar Loans.

           "SCHEDULED PAYMENT" shall mean each repayment of the principal of the
Tranche A Term Loans required to be made on a Principal Payment Date pursuant to
Section 3.01(a) hereof, each repayment of the principal of the Incremental Loans
required to be made on a Principal Payment Date pursuant to Section 3.01(d)
hereof. For purposes of computing Total Debt Service for any period, the amount
of each Scheduled Payment shall be the aggregate principal amount of the Tranche
A Term Loans and Incremental Loans actually repaid during such period pursuant
to Section 3.01(a) or Section 3.01(d) hereof, respectively, on a Principal
Payment Date after giving effect to any reductions in the amount required to be
repaid on such Principal Payment Date pursuant to Section 2.08 or 2.09 hereof
PLUS (b) the aggregate principal amount of the Revolving Credit Loans actually
repaid during such period pursuant to Section 2.09(a) hereof PLUS (c) the
aggregate principal amount of Loans prepaid during such period pursuant to
Section 2.08(c) hereof to the extent such prepaid amount would otherwise have
been required to be paid during such period pursuant to Section 3.01(a) or
Section 3.01(d) hereof.

           "SECURITY AGREEMENT" shall mean the Amended and Restated Security
Agreement substantially in the form of Exhibit A hereto between the Obligors and
the Administrative Agent.

           "SECURITY DOCUMENTS" shall mean, collectively, the Security
Agreement, all other security agreements, pledge agreement, mortgages, deeds of
trust and other similar agreements or instruments creating a security interest
in or lien upon any Property and required to be entered into by any Obligor
pursuant to this Agreement, and all Uniform Commercial Code financing statements
required thereby to be filed with respect to the security interests created
pursuant thereto.

           "SENIOR DEBT" shall mean, at any date, Total Debt outstanding as at
such date MINUS the sum of (a) Approved Subordinated Debt and (b) Convertible
Debt outstanding as at such date.

           "SENIOR LEVERAGE RATIO" shall mean, at any date, the ratio of (a) the
aggregate principal amount of Senior Debt (calculated on a Pro Forma Basis) of
the Borrower and its Subsidiaries outstanding as at such date to (b) Cash Flow
(calculated on a Pro Forma Basis) for

                                CREDIT AGREEMENT

<PAGE>
                                       22

the period of four complete consecutive fiscal quarters ended on, or most
recently ended prior to, such date.

           "SENIOR OFFICER" shall mean the President, Executive Vice President,
Chief Financial Officer, Controller or Vice President-Finance of the Borrower,
as the context requires.

           "SERIES" shall have the meaning assigned to such term in Section 1.03
hereof.

           "SIGNIFICANT ACQUISITION" shall mean any Acquisition the purchase
price of which equals or exceeds 5% of the assets of the Borrower and its
Subsidiaries taken as a whole.

           "SIGNIFICANT DISPOSITION" shall mean any Disposition the gross
proceeds of which equals or exceeds 5% of the assets of the Borrower and its
Subsidiaries taken as a whole.

           "S&P" shall mean Standard & Poor's Ratings Services and its
successors.

           "STATUTORY RESERVE RATE" shall mean a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one MINUS the aggregate of the maximum reserve percentages
(including any marginal, special, emergency or supplemental reserves) expressed
as a decimal established by the Board to which the Administrative Agent is
subject for eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board). Such reserve percentages shall
include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under such Regulation D or
any comparable regulation. The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

           "SUBORDINATED DEBT" shall mean any unsecured Indebtedness for which
the Borrower is directly and primarily liable that is expressly subordinated in
right of payment to the payment of any other Indebtedness of the Borrower.

           "SUBSIDIARY" shall mean, with respect to any Person (the "PARENT") at
any date, any corporation, limited liability company, partnership, association
or other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity of which securities or other ownership interests representing more than
50% of the ordinary voting power or, in the case of a partnership, more than 50%
of the general partnership interests are, as of such date, owned, controlled or
held, by the parent or one or more subsidiaries of the parent. "WHOLLY OWNED
SUBSIDIARY" shall mean any such corporation, partnership or other entity of
which all such securities or other ownership interests, other than directors'
qualifying shares, are so owned or controlled. Unless otherwise specified, a
"Subsidiary" shall mean a Subsidiary of the Borrower.

                                CREDIT AGREEMENT

<PAGE>
                                       23

           "SUBSIDIARY GUARANTEE" shall mean the Amended and Restated Guarantee
Agreement substantially in the form of Exhibit B hereto between the Subsidiary
Guarantors and the Administrative Agent.

           "SUBSIDIARY GUARANTORS" shall mean each of the Subsidiaries of the
Borrower which are, from time to time, parties to the Subsidiary Guarantee.

           "SWAP AGREEMENT" shall mean any agreement with respect to any swap,
forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies,
commodities or other raw materials, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these
transactions (including interest rate cap agreements); PROVIDED that no phantom
stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Borrower or the Subsidiaries shall be a Swap Agreement.

           "SWINGLINE EXPOSURE" shall mean, at any time, the aggregate principal
amount of all Swingline Loans outstanding at such time. The Swingline Exposure
of any Revolving Credit Lender at any time shall be its Revolving Credit
Commitment Percentage of the total Swingline Exposure at such time.

           "SWINGLINE LOANS" shall mean the loans provided for by Section 2.11
hereof, which shall be Base Rate Loans.

           "SWINGLINE LENDER" shall mean JPMCB, in its capacity as lender of
Swingline Loans hereunder.

           "TAXES" shall mean any and all present or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

           "TOTAL DEBT" shall mean, at any date, all Indebtedness of the
Borrower and its Subsidiaries that would be shown on a consolidated balance
sheet of the Borrower and its Subsidiaries as at such date prepared in
accordance with GAAP, but excluding in any event (i) income taxes payable or
deferred, (ii) liabilities under Plans and liabilities of the type described in
Statement of Financial Accounting Standards Nos. 87, 95, 106, 107, 109, 123, 125
and 133, and Interpretation No. 46 (FIN 46), of the Financial Accounting
Standards Board (or any accounting pronouncements made by the Financial
Accounting Standards Board after the date hereof that are similar in nature) to
the extent such liabilities may be treated as an accrued expense or other
liability under GAAP and (iii) the face amount of all outstanding letters of
credit (except to the extent of any unreimbursed drawings thereunder).

           "TOTAL DEBT SERVICE" shall mean, for any period, the sum of the
following for the Borrower and its Subsidiaries for such period, determined on a
consolidated basis without duplication in accordance with GAAP: (a) Scheduled
Payments and other regularly scheduled payments for such period in respect of
principal of Indebtedness which Indebtedness is included in Total Debt; and (b)
cash Interest Expense for such period.

                                CREDIT AGREEMENT

<PAGE>
                                       24

           "TOTAL LEVERAGE RATIO" shall mean, at any date, the ratio of (a) the
aggregate principal amount of Total Debt (calculated on a Pro Forma Basis) of
the Borrower and its Subsidiaries outstanding as at such date to (b) Cash Flow
(calculated on a Pro Forma Basis) for the period of four consecutive complete
fiscal quarters ended on, or most recently ended prior to, such date.

           "TRANCHE A TERM LOAN COMMITMENT" shall mean, with respect to each
Lender, the commitment, if any, of such Lender to make a Tranche A Term Loan
hereunder on the Amendment Effective Date, expressed as an amount representing
the maximum principal amount of the Tranche A Term Loan to be made by such
Lender hereunder, as such commitment may be reduced from time to time pursuant
to Section 2.03 hereof. The amount of each Lender's Tranche A Term Loan
Commitment is set forth on Annex 1. The aggregate amount of the Lenders' Tranche
A Term Loan Commitments is $625,000,000 as of the Amendment Effective Date.

           "TRANCHE A TERM LOAN LENDERS" shall mean (a) on the Amendment
Effective Date, the Lenders having Tranche A Term Loan Commitments as set forth
on Annex 1 hereto and (b) thereafter, the Lenders from time to time holding
Tranche A Term Loans after giving effect to any assignments thereof permitted by
Section 11.06 hereof.

           "TRANCHE A TERM LOANS" shall mean the loans provided for by Section
2.01(a) hereof in respect of the Tranche A Term Loan Commitments, which may be
Base Rate Loans and/or Eurodollar Loans.

           "21ST CENTURY NEWSPAPERS" shall mean the business of 21st Century
Newspapers, Inc.

           "21ST CENTURY NEWSPAPERS ACQUISITION" shall mean the acquisition of
21st Century Newspapers consummated in August 2004.

           "TYPE" shall have the meaning assigned to such term in Section 1.03
hereof.

           "WORKING CAPITAL" shall mean, at any time, the excess, if any, of the
current assets (net of cash and Cash Equivalents and excluding accrued interest
thereon) of the Borrower and its Subsidiaries over their current liabilities
(excluding (i) any such liabilities in respect of the current portion of
long-term debt, (ii) liabilities under Plans and liabilities of the type
described in Statement of Financial Accounting Standards Nos. 87, 95, 106, 107,
109, 123, 125 and 133, and Interpretation No. 46 (FIN 46), of the Financial
Accounting Standards Board (or any accounting pronouncements made by the
Financial Accounting Standards Board after the date hereof that are similar in
nature) to the extent such liabilities may be treated as an accrued expense or
other liability under GAAP, (iii) accrued Interest Expense and (iv) accrued
income taxes payable or deferred, each determined on a consolidated basis
without duplication in accordance with GAAP).

           1.02  ACCOUNTING TERMS AND DETERMINATIONS; FISCAL PERIODS.

                                CREDIT AGREEMENT

<PAGE>
                                       25

           (a) Except as otherwise expressly provided herein, all accounting
terms used herein shall be interpreted, and all financial statements and
certificates and reports as to financial matters required to be delivered to the
Administrative Agent and the Lenders hereunder shall (unless otherwise disclosed
to the Lenders in writing at the time of delivery thereof in the manner
described in subsection (b) below) be prepared, in accordance with GAAP applied
on a basis consistent with those used in the preparation of the latest financial
statements furnished to the Lenders hereunder (which, prior to the delivery of
the first consolidated financial statements under Section 8.01 hereof, shall
mean the consolidated financial statements of the Borrower and its Subsidiaries
as at December 31, 2004 referred to in Section 7.02(a) hereof). All calculations
made for the purposes of determining compliance with this Agreement shall
(except as otherwise expressly provided herein) be made by application of GAAP
applied on a basis consistent with those used in the preparation of the latest
annual or quarterly consolidated financial statements furnished to the Lenders
pursuant to Section 8.01(a) or (b) hereof (or prior to the delivery of the first
financial statements under Section 8.01 hereof, used in the preparation of the
consolidated financial statements of the Borrower and its Subsidiaries as at
December 31, 2004 referred to in Section 7.02(a) hereof) unless (i) the Borrower
shall have objected to determining such compliance on such basis at the time of
delivery of such consolidated financial statements or (ii) the Required Lenders
shall have objected to so determining such compliance within 30 days after
delivery to the Lenders of such consolidated financial statements, in either of
which events such calculations shall be made on a basis consistent with those
used in the preparation of the latest consolidated financial statements as to
which such objection shall not have been made (which, if objection is made in
respect of the first consolidated financial statements delivered under Section
8.01 hereof, shall mean the consolidated financial statements of the Borrower
and its Subsidiaries as at December 31, 2004 referred to in Section 7.02(a)
hereof).

           (b) The Borrower shall deliver to the Lenders at the same time as the
delivery of any annual or quarterly financial statement under Section 8.01(a) or
(b) hereof, as the case may be, (i) a description in reasonable detail of any
material variation between the application of accounting principles employed in
the preparation of such statement and the application of accounting principles
employed in the preparation of the immediately preceding annual or quarterly
financial statements as to which no objection has been made in accordance with
the last sentence of paragraph (a) above and (ii) reasonable estimates of the
difference between such statements arising as a consequence thereof.

           (c) The Borrower will not, nor will the Borrower permit any of its
Subsidiaries to, change its fiscal year from a 52/53 week fiscal year, except
that the Borrower and its Subsidiaries may utilize a calendar fiscal year and
calendar fiscal quarters by notifying the Administrative Agent.

           (d) If the rating system of Moody's or S&P shall change, or if either
such rating agency shall cease to be in the business of rating corporate debt
obligations, the Borrower and the Administrative Agent shall agree in good faith
to reflect such changed rating system or the non-availability of ratings from
such rating agency and, pending the effectiveness of any such amendment,
determinations made by reference to such rating shall be made by reference to
the rating most recently in effect prior to such change or cessation.

                                CREDIT AGREEMENT

<PAGE>
                                       26

           1.03 CLASSES AND TYPES OF LOANS. Loans hereunder are distinguished by
"Class" and by "Type". The Class of a Loan (or of a Commitment to make a Loan)
refers to whether such Loan is a Revolving Credit Loan, a Tranche A Term Loan,
an Incremental Revolving Credit Loan, an Incremental Term Loan or a Swingline
Loan, each of which constitutes a Class. The "Type" of a Loan refers to whether
such Loan is a Base Rate Loan or a Eurodollar Loan, each of which constitutes a
Type. In addition, Incremental Loans of any Class (and Incremental Loan
Commitments of any Class) are distinguished by "Series". Loans may be identified
by Class and Type and, in the case of Incremental Loans, Series.

           1.04 TERMS GENERALLY. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and
assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Sections, Annexes,
Exhibits and Schedules shall be construed to refer to Sections of, and Annexes,
Exhibits and Schedules to, this Agreement and (e) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.

           Section 2.  COMMITMENTS.

           2.01  LOANS.

           (a) TRANCHE A TERM LOANS. Subject to the terms and conditions set
forth herein, each Tranche A Term Loan Lender agrees to make a Tranche A Term
Loan to the Borrower on the Amendment Effective Date in a principal amount equal
to its Tranche A Term Loan Commitment. Amounts prepaid or repaid in respect of
any Tranche A Term Loans may not be reborrowed.

           (b) REVOLVING CREDIT LOANS. Subject to the terms and conditions set
forth herein, each Revolving Credit Lender agrees to make Revolving Credit Loans
to the Borrower from time to time during the Revolving Credit Availability
Period in an aggregate principal amount that will not result in (i) such
Lender's Revolving Credit Exposure exceeding such Lender's Revolving Credit
Commitment or (ii) the total Revolving Credit Exposures exceeding the total
Revolving Credit Commitments. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Credit Loans.

                                CREDIT AGREEMENT

<PAGE>
                                       27

           (c) INCREMENTAL LOANS. The Borrower and one or more of the Lenders
(or any other Person which shall become a Lender with the consent of the
Administrative Agent (such consent not to be unreasonably withheld) for the
purpose of providing an Incremental Loan Commitment) may, at any time and from
time to time during the period commencing on the Amendment Effective Date and
ending on the date this Agreement terminates, agree that such Lender shall
become an Incremental Lender with an Incremental Loan Commitment by executing
and delivering to the Administrative Agent an Incremental Loan Amendment (in
form reasonably satisfactory to the Administrative Agent), specifying (i)
whether such Incremental Loan Commitment shall be comprised of a commitment to
make revolving loans (each an "INCREMENTAL REVOLVING CREDIT LOAN") or term loans
(each an "INCREMENTAL TERM LOAN"), (ii) the Type and amount of such Incremental
Loan Commitment of such Lender, (iii) with respect to an Incremental Revolving
Credit Commitment, the period of availability thereof and the Incremental
Revolving Credit Commitment Termination Date therefor, (iv) with respect to an
Incremental Term Loan Commitment, the date(s) on which such Incremental Term
Loans shall be available to be made, the Incremental Term Loan Maturity Date
therefor and the Incremental Term Loan Principal Payment Dates thereof (if any),
(v) the applicable interest rate margin that will apply to Incremental Loans
made under such Incremental Loan Commitment, and (vi) the rate of the commitment
fee, if any, payable by the Borrower in respect of such Incremental Loan
Commitment, and otherwise duly completed. Nothing in this Agreement shall be
construed to obligate any Lender to provide any Incremental Loan Commitment. The
Incremental Loans to be made pursuant to any such agreement between the Borrower
and one or more Persons in response to any such request by the Borrower shall
each be deemed to be a separate "SERIES" of Incremental Loans for all purposes
of this Agreement, and in any case an Incremental Revolving Credit Commitment
and an Incremental Term Loan Commitment provided pursuant to the same
Incremental Loan Amendment shall be deemed to be separate Series of Incremental
Loan Commitments.

           Anything herein to the contrary notwithstanding, the following
additional provisions shall be applicable to the Incremental Loan Commitments
and Incremental Loans:

           (i) the Incremental Revolving Credit Commitment Termination Date of
      Incremental Revolving Credit Commitments of any Series and the Incremental
      Term Loan Maturity Date of Incremental Term Loans of any Series shall not
      be earlier than the Tranche A Term Loan Maturity Date, and

           (ii) the Average Life to Maturity of the Incremental Term Loans of
      any Series shall not be shorter than the remaining Average Life to
      Maturity of the Tranche A Term Loans.

           Following execution and delivery by the Borrower, one or more
Incremental Lenders and the Administrative Agent as provided above of an
Incremental Loan Amendment then, subject to the terms and conditions set forth
herein:

           (x) if such Incremental Loans are to be Incremental Revolving Credit
      Loans, each Incremental Lender of such Series agrees to make Incremental
      Revolving Credit Loans of such Series to the Borrower from time to time
      during the availability period for such Loans set forth in such
      Incremental Loan Amendment, in an aggregate principal amount that will not
      result in such Lender's Incremental Revolving Credit Loans of such Series
      exceeding such Lender's Incremental Revolving Credit Commitment of such
      Series;

                                CREDIT AGREEMENT

<PAGE>
                                       28

      within the foregoing limits and subject to the terms and conditions set
      forth herein and in such Incremental Loan Amendment, the Borrower may
      borrow, repay and reborrow Incremental Revolving Credit Loans of such
      Series; and

           (y) if such Incremental Loans are to be Incremental Term Loans, each
      Incremental Lender of such Series agrees to make Incremental Term Loans of
      such Series to the Borrower from time to time during the availability
      period for such Loans set forth in such Incremental Loan Amendment, in a
      principal amount up to but not exceeding such Lender's Incremental Term
      Loan Commitment of such Series; amounts prepaid in respect of Incremental
      Term Loans may not be reborrowed.

Proceeds of Incremental Loans shall be available only for any use permitted
under the applicable provisions of Section 8.16 hereof.

           (d) LIMIT ON EURODOLLAR LOANS. Unless otherwise agreed by the
Administrative Agent, any Loans made on the Amendment Effective Date shall be
Base Rate Loans. No more than sixteen separate Interest Periods in respect of
Eurodollar Loans of any Class may be outstanding at any one time.

           (e) CONVERSION AND CONTINUATIONS. From and after the Amendment
Effective Date, (i) the Borrower (as provided in Section 2.08(a) hereof) may
Convert Loans of any Class of one Type into Loans of the same Class of another
Type (as provided in Section 2.08(a) hereof) or Continue Loans of any Class of
one Type as Loans of the same Class and Type (as provided in Section 2.08(a)
hereof).

           2.02 BORROWINGS. The Borrower shall give the Administrative Agent
(which shall promptly notify the Lenders) notice of each borrowing hereunder as
provided in Section 4.05 hereof. Not later than 12:00 noon New York time on the
date specified for each borrowing hereunder, each Lender shall make available
the amount of the Loan to be made by it on such date to the Administrative
Agent, at an account designated by the Administrative Agent, in immediately
available funds, for account of the Borrower. The amount so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower by depositing the same, in
immediately available funds, in an account of the Borrower designated by the
Borrower in writing to the Administrative Agent, PROVIDED that any Revolving
Credit Loan that is a Base Rate Loan and is made to finance the reimbursement of
an LC Disbursement as provided in Section 2.10(f) hereof shall be remitted by
the Administrative Agent to the relevant Issuing Lender. This Section 2.02 shall
not apply to Swingline Loans made by the Swingline Lender, as to which Section
2.11(b) hereof shall apply.

           2.03  CHANGES OF COMMITMENTS.

           (a) VOLUNTARY. The Borrower shall have the right to terminate or
reduce the aggregate amount of the Revolving Credit Commitments at any time or
from time to time prior to the Revolving Credit Commitment Termination Date and
shall have the right to terminate or reduce the aggregate amount of the
Incremental Loan Commitments of any Series at any time or from time to time
prior to the date such Incremental Loan Commitment is scheduled to terminate as
set forth in the applicable Incremental Loan Amendment for such Series; PROVIDED
that (i) the

                                CREDIT AGREEMENT
<PAGE>
                                       29

Borrower shall give notice of each such termination or reduction as provided in
Section 4.05 hereof and (ii) each partial reduction shall be in an aggregate
amount at least equal to $1,000,000.

           (b) REDUCTION OF REVOLVING CREDIT COMMITMENTS. Unless previously
terminated, the Revolving Credit Commitments shall automatically terminate at
the opening of business on the Revolving Credit Commitment Termination Date.

           (c) TERMINATION OF TRANCHE A TERM LOAN COMMITMENTS AND INCREMENTAL
LOAN COMMITMENTS. The Tranche A Term Loan Commitments shall terminate after the
borrowing of Loans on the Amendment Effective Date. The Incremental Loan
Commitments of each Series shall terminate on the date specified for such
termination in the applicable Incremental Loan Amendment.

           (d) TERMINATION AND REDUCTIONS PERMANENT. Commitments once terminated
or reduced may not be reinstated.

           2.04  COMMITMENT FEES.

           (a) The Borrower shall pay to the Administrative Agent for account of
each Revolving Credit Lender a commitment fee on the daily average unused amount
of such Lender's Revolving Credit Commitment, for the period from and including
the Amendment Effective Date to but excluding the earlier of the date such
Commitment is terminated or expires, at a rate per annum equal to the Applicable
Rate. For purposes of computing commitment fees under this paragraph (a), (1)
the Revolving Credit Commitment of a Lender (other than a Lender that is also
the Swingline Lender) shall be deemed to be used to the extent of the
outstanding Revolving Credit Loans and LC Exposure of such Lender (and the
Swingline Exposure of such Lender shall be disregarded for such purpose) and (2)
the Revolving Credit Commitment of a Lender that is also the Swingline Lender
shall be deemed to be used to the extent of the outstanding Revolving Credit
Loans, LC Exposure and Swingline Exposure of such Lender.

           (b) The Borrower shall pay to the Administrative Agent for account of
each Lender having an Incremental Revolving Credit Commitment a commitment fee
at a rate per annum agreed to between the Borrower and the relevant Incremental
Lender or Lenders in the applicable Incremental Loan Amendment.

           (c) Commitment fees accrued through and including the last day of
each calendar quarter shall be payable in arrears on the third Business Day
following such last day, commencing with the first such day after the Amendment
Effective Date, and on the date the applicable Commitments are terminated or
expire.

           2.05 LENDING OFFICES. The Loans of each Type made by each Lender
shall be made and maintained at such Lender's Applicable Lending Office for
Loans of such Type.

           2.06 SEVERAL OBLIGATIONS; REMEDIES INDEPENDENT. Immediately following
the effectiveness of this Agreement, the failure of any Lender to make any Loan
to be made by it on the date specified therefor shall not relieve any other
Lender of its obligation to make its Loan on

                                CREDIT AGREEMENT

<PAGE>
                                       30

such date, but neither any Lender nor the Administrative Agent shall be
responsible for the failure of any other Lender to make a Loan to be made by
such other Lender. The amounts payable by the Borrower at any time hereunder and
under the Notes to each Lender shall be, as between the Borrower on the one hand
and such Lender on the other hand, a separate and independent debt and each
Lender shall be entitled to protect and enforce its rights arising out of this
Agreement and the Notes, and it shall not be necessary for any other Lender or
the Administrative Agent to consent to, or be joined as an additional party in,
any proceedings for such purposes; PROVIDED that this Section 2.06 shall not be
construed to permit acceleration of the Loans or cancellation of the Commitments
by any Lender except in accordance with Section 9 hereof or as otherwise
expressly permitted by the terms hereof.

           2.07  EVIDENCE OF DEBT.

           (a) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made or continued hereunder by such Lender,
including the amounts of principal and interest payable and paid to such Lender
from time to time hereunder.

           (b) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made or continued hereunder, the Class
and Type thereof and the Interest Period applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

           (c) The entries made in the accounts maintained pursuant to paragraph
(a) or (b) of this Section 2.07 shall be PRIMA FACIE evidence of the existence
and amounts of the obligations recorded therein; PROVIDED that the failure of
any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Loans in accordance with the terms of this Agreement.

           (d) Any Lender may request that Loans made or continued by it
hereunder be evidenced by a promissory note(s). In such event, the Borrower, at
its own expense, shall prepare, execute and deliver to such Lender a promissory
note(s) payable to the order of such Lender (or, if requested by such Lender, to
such Lender and its registered assigns) and substantially in the form of Exhibit
E-1, E-2, E-3 or E-4 hereto, as appropriate, and such note(s) shall be evidence
of such Loans (and all amounts payable in respect thereof).

                                CREDIT AGREEMENT

<PAGE>
                                       31


           2.08  CONVERSION OR CONTINUATION OF LOANS; OPTIONAL PREPAYMENTS.

           (a) CONVERSION OR CONTINUATION. Subject to Section 4.04 hereof, the
Borrower shall have the right to Convert Loans of one Type into Loans of the
other Type or to Continue Loans of one Type as Loans of the same Type, at any
time or from time to time; PROVIDED that: (i) the Borrower shall give the
Administrative Agent notice of each such Conversion or Continuation as provided
in Section 4.05 hereof; (ii) Eurodollar Loans may be Converted only on the last
day of an Interest Period for such Loans and (iii) Swingline Loans may not be
Converted or Continued.

           (b) OPTIONAL PREPAYMENTS. Subject to Section 4.04 hereof, the
Borrower shall have the right to prepay Loans of one or more Classes or Series
in whole or in part without premium or penalty at any time or from time to time;
PROVIDED that: (i) the Borrower shall give the Administrative Agent notice of
each such prepayment as provided in Section 4.05 hereof (and, upon the date
specified in any such notice of prepayment, the amount to be prepaid shall
become due and payable hereunder); (ii) Eurodollar Loans may be prepaid at any
time and from time to time, PROVIDED that the Borrower pays any amounts owing
under Section 5.05 hereof in the event of any such prepayment on a date other
than the last day of an Interest Period for such Loans; (iii) at the option of
the Borrower, each such prepayment of any Tranche A Term Loans or any
Incremental Term Loans shall be applied first to up to the next four
installments of principal of such Loans in direct order of maturity; and (iv) to
the extent of any amounts remaining after the prior application (if any) in
accordance with clause (iii) above, each such prepayment of any Tranche A Term
Loans or any Incremental Term Loans shall be applied ratably to the remaining
installments of principal of such Loans then outstanding.

           2.09  MANDATORY PREPAYMENTS.

           (a) REVOLVING CREDIT COMMITMENT REDUCTIONS. If, after giving effect
      to any termination or reduction of the Revolving Credit Commitments
      pursuant to Section 2.03 hereof, the aggregate Revolving Credit Exposures
      exceeds the aggregate amount of the Revolving Credit Commitments as then
      in effect, the Borrower shall, on the date of such termination or
      reduction, apply the aggregate amount of such excess, first, to prepay
      Swingline Loans, second, to prepay Revolving Credit Loans and third, to
      provide cover for LC Exposure as specified in Section 2.10(k) hereof.

           (b) DISPOSITIONS AND CASUALTY EVENTS.

           (i) If, at any time or from time to time, the Borrower or any of its
      Subsidiaries shall receive Net Proceeds from any Disposition (other than
      any Disposition permitted under clauses (i), (ii), (iv), (v), (vii) or
      (viii) of Section 8.05(c) hereof), the Borrower shall, within 365 days
      after receipt of such Net Proceeds (subject to the proviso below, if such
      proceeds have not been applied by such 365th day, then on such 365th day)
      unless the Borrower shall have used all or a portion of such proceeds for
      a Permitted Usage, apply or cause to be applied to the prepayment of
      principal of the Tranche A Term Loans and Incremental Term Loans in an
      amount equal to the lesser of (i) the amount of such Net Proceeds or (ii)
      the amount thereof remaining after application to such Permitted Usage, in
      each case in the manner and to the extent specified in paragraph (d) of
      this

                                CREDIT AGREEMENT

<PAGE>
                                       32

      Section 2.09; PROVIDED that if on such 365th day such proceeds have not
      been so used but the Borrower or any of its Subsidiaries shall have
      entered into an agreement with respect to any Permitted Usage, then unless
      within 180 days thereafter the Borrower or such Subsidiary shall use, or
      be obligated by such agreement to use, all or a portion of such Net
      Proceeds for such Permitted Usage (but not in excess of the aggregate
      amount of all cash consideration and all cash costs and expenses in
      respect of such Permitted Usage), any portion of such Net Proceeds not so
      used (or obligated to be so used) shall be applied to prepay the Tranche A
      Term Loans and the Incremental Term Loans in the manner and to the extent
      specified in paragraph (d) of this Section 2.09.

           (ii) Within ten Business Days after receipt of any proceeds by the
      Borrower or any of its Subsidiaries in respect of any Casualty Event
      affecting any Property of the Borrower or any of its Subsidiaries (except
      to the extent such proceeds have been or are to be applied (or are
      committed to be applied) within 365 days after the date of receipt of such
      proceeds towards the repair, reconstruction or replacement of such
      Property or for any other Permitted Usage, and if such proceeds have not
      been so utilized by such 365th day, then on such 365th day) the Borrower
      shall apply, or cause to be applied, an amount equal to the Net Proceeds
      of such Casualty Event or such unutilized portion thereof to prepay
      principal of the Tranche A Term Loans and the Incremental Term Loans, in
      each case in the manner and to the extent specified in paragraph (d) of
      this Section 2.09; PROVIDED that if on such 365th day such proceeds have
      not been so used but the Borrower or any of its Subsidiaries shall have
      entered into an agreement with respect to any Permitted Usage, then unless
      within 180 days thereafter the Borrower or such Subsidiary shall use, or
      be obligated by such agreement to use, all or a portion of such Net
      Proceeds for such Permitted Usage (but not in excess of the aggregate
      amount of all cash consideration and all cash costs and expenses in
      respect of such Permitted Usage), any portion of such Net Proceeds not so
      used (or obligated to be so used) shall be applied to prepay the Tranche A
      Term Loans and the Incremental Term Loans in the manner and to the extent
      specified in paragraph (d) of this Section 2.09.

Notwithstanding the foregoing clauses (i) and (ii), the Borrower shall have no
obligation to make any such application under this Section 2.09(b) in respect of
the Net Proceeds received in respect of any Disposition or Casualty Event unless
and until the aggregate amount of Net Proceeds received in respect of all
Dispositions and Casualty Events exceeds $75,000,000 for any fiscal year, in
which case only an amount equal to such excess shall be so applied.

           (c) EXCESS CASH FLOW. Not later than the date 120 days after the end
of each fiscal year of the Borrower (commencing with the fiscal year ending on
December 31, 2008) as at the end of which the Total Leverage Ratio is greater
than 5.00 to 1, the Borrower shall prepay the Tranche A Term Loans and the
Incremental Term Loans in an aggregate amount equal to the excess (if any) of
(i) the ECF Percentage of Excess Cash Flow for such fiscal year over (ii)
$50,000,000, such prepayment to be effected in each case in the manner and to
the extent specified in paragraph (d) of this Section 2.09.

           (d) APPLICATION OF PAYMENTS. Prepayments of Loans made pursuant to
paragraphs (b)(i), (b)(ii) and (c) of this Section 2.09 shall be applied ratably
to the Tranche A Term Loans and Incremental Term Loans in accordance with the
respective aggregate principal

                                CREDIT AGREEMENT

<PAGE>
                                       33

amounts of such Loans and, with respect to such Incremental Term Loans, ratably
in accordance with the aggregate principal amounts of such Incremental Loans of
each Series, and with respect to the Loans of each such Class and Series so
prepaid, the amounts shall be applied, first, to the next four quarterly
installments of such Loans in direct order of maturity and, thereafter, ratably
to the remaining principal installments thereof.

           (e) NOTICE; DELIVERY OF CERTIFICATE. The Borrower shall give notice
to the Administrative Agent of each prepayment pursuant to this Section 2.09 in
the same manner and at the same time as is required for any optional prepayment
pursuant to Section 2.08 hereof. At the time it makes any prepayment of the
Loans as required by paragraph (b) above, the Borrower will deliver to the
Administrative Agent a certificate of a Senior Officer, in form and detail
satisfactory to the Administrative Agent, containing calculations of Net
Proceeds or in respect of the related Disposition or Casualty Event, as the case
may be, and any deductions therefrom in respect of amounts that are not required
to be prepaid pursuant to this Section 2.09, and specifying the amount of each
such prepayment.

           2.10  LETTERS OF CREDIT.

           (a) GENERAL. Subject to the terms and conditions set forth herein, in
addition to the Loans provided for in Section 2.01 hereof, the Borrower may
request any Issuing Lender to issue, at any time and from time to time during
the Revolving Credit Availability Period, Letters of Credit for its own account
in such form as is acceptable to such Issuing Lender in its reasonable
determination. Letters of Credit issued hereunder shall constitute utilization
of the Revolving Credit Commitments.

           (b) NOTICE OF ISSUANCE, AMENDMENT, RENEWAL OR EXTENSION. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the relevant Issuing Lender) to the relevant Issuing Lender and the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with paragraph (d) of this Section 2.10), the amount of such
Letter of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit. If requested by an Issuing Lender, the Borrower also shall submit a
letter of credit application on such Issuing Lender's standard form in
connection with any request for a Letter of Credit. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, any Issuing
Lender relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

           (c) LIMITATIONS ON AMOUNTS. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the aggregate LC Exposure of the Issuing Lenders

                                CREDIT AGREEMENT

<PAGE>
                                       34

(determined for these purposes without giving effect to the participations
therein of the Revolving Credit Lenders pursuant to paragraph (e) of this
Section 2.10) shall not exceed $40,000,000 (MINUS the aggregate outstanding
principal or face amount of the obligations in respect of letters of credit or
similar instruments issued under Section 8.07(e) hereof) and (ii) the aggregate
Revolving Credit Exposures of the Revolving Credit Lenders shall not exceed the
aggregate amount of the Revolving Credit Commitments of the Revolving Credit
Lenders.

           (d) EXPIRATION DATE. Each Letter of Credit shall expire at or prior
to the close of business on the earlier of (i) the date 12 months after the date
of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof including any "evergreen" Letter of Credit that provides for
such renewal or extension, 12 months after the then-current expiration date of
such Letter of Credit, so long as such renewal or extension occurs within three
months of such then-current expiration date) and (ii) the date that is five
Business Days prior to the Revolving Credit Commitment Termination Date.

           (e) PARTICIPATIONS. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) by any Issuing
Lender, and without any further action on the part of such Issuing Lender or the
Lenders, such Issuing Lender hereby grants to each Revolving Credit Lender, and
each Revolving Credit Lender hereby acquires from such Issuing Lender, a
participation in such Letter of Credit equal to such Revolving Credit Lender's
Revolving Credit Commitment Percentage of the aggregate amount available to be
drawn under such Letter of Credit. Each Revolving Credit Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

           In consideration and in furtherance of the foregoing, each Revolving
Credit Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of each Issuing Lender, such Revolving
Credit Lender's Revolving Credit Commitment Percentage of each LC Disbursement
made by such Issuing Lender promptly upon the request of such Issuing Lender at
any time from the time of such LC Disbursement until such LC Disbursement is
reimbursed by the Borrower or at any time after any reimbursement payment is
required to be refunded to the Borrower for any reason. Each such payment shall
be made in the same manner as provided in Section 2.02 hereof with respect to
Loans made by such Revolving Credit Lender, and the Administrative Agent shall
promptly pay to such Issuing Lender the amounts so received by it from the
Revolving Credit Lenders. Promptly following receipt by the Administrative Agent
of any payment from the Borrower pursuant to the next following paragraph, the
Administrative Agent shall distribute such payment to the relevant Issuing
Lender or, to the extent that the Revolving Credit Lenders have made payments
pursuant to this paragraph to reimburse such Issuing Lender, then to such
Revolving Credit Lenders and such Issuing Lender as their interests may appear.
Any payment made by a Revolving Credit Lender pursuant to this paragraph to
reimburse an Issuing Lender for any LC Disbursement shall not constitute a Loan
and shall not relieve the Borrower of its obligation to reimburse such LC
Disbursement.

                                CREDIT AGREEMENT

<PAGE>
                                       35

           (f) REIMBURSEMENT. If an Issuing Lender shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
Issuing Lender in respect of such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, New York time on (i) the Business Day immediately following the
Business Day that the Borrower receives notice of such LC Disbursement, if such
notice is received prior to 12:00 noon, New York time or (ii) the second
Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time, PROVIDED that the
Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance herewith that such payment be financed with the proceeds of a
Revolving Credit Loan or Swingline Loan in an equivalent amount and, to the
extent so financed, the Borrower's obligation to make such payment shall be
discharged and replaced by the resulting Revolving Credit Loan or Swingline
Loan; PROVIDED that any such Revolving Credit Loan shall be a Base Rate Loan. If
the Borrower fails to make such payment when due, the Administrative Agent shall
notify each Revolving Credit Lender of the applicable LC Disbursement, the
payment then due from the Borrower in respect thereof and such Revolving Credit
Lender's Revolving Credit Commitment Percentage thereof.

           (g) OBLIGATIONS ABSOLUTE. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section 2.10 shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or
invalid in any respect or any statement therein being untrue or inaccurate in
any respect, (iii) payment by an Issuing Lender under a Letter of Credit against
presentation of a draft or other document that does not comply strictly with the
terms of such Letter of Credit, and (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section 2.10, constitute a legal or equitable discharge
of the Borrower's obligations hereunder.

           Neither the Administrative Agent, the Lenders nor any Issuing Lender,
nor any of their respective directors, officers, employees, attorneys or agents,
shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit by such Issuing Lender or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of
such Issuing Lender; PROVIDED that the foregoing shall not be construed to
excuse any Issuing Lender from liability to the Borrower to the extent of any
direct damages (as opposed to consequential damages, claims in respect of which
are hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by such Issuing Lender's gross
negligence or willful misconduct when determining whether drafts and other
documents presented under a Letter of Credit comply with the terms thereof. The
parties hereto expressly agree that:

                                CREDIT AGREEMENT

<PAGE>
                                       36

                (i) each Issuing Lender may accept documents that appear on
      their face to be in substantial compliance with the terms of a Letter of
      Credit without responsibility for further investigation, regardless of any
      notice or information to the contrary, and may make payment upon
      presentation of documents that appear on their face to be in substantial
      compliance with the terms of such Letter of Credit;

                (ii) each Issuing Lender shall have the right, in its sole
      discretion, to decline to accept such documents and to make such payment
      if such documents are not in strict compliance with the terms of such
      Letter of Credit; and

                (iii) this sentence shall establish the standard of care to be
      exercised by each Issuing Lender when determining whether drafts and other
      documents presented under a Letter of Credit comply with the terms thereof
      (and the parties hereto hereby waive, to the extent permitted by
      applicable law, any standard of care inconsistent with the foregoing).

           (h) DISBURSEMENT PROCEDURES. Each Issuing Lender shall, within a
reasonable time following its receipt thereof, examine all documents purporting
to represent a demand for payment under a Letter of Credit. Such Issuing Lender
shall promptly after such examination notify the Administrative Agent and the
Borrower by telephone (confirmed by telecopy) of such demand for payment and
whether such Issuing Lender has made or will make an LC Disbursement thereunder;
PROVIDED that any failure to give or delay in giving such notice shall not
relieve the Borrower of its obligation to reimburse such Issuing Lender and the
Revolving Credit Lenders with respect to any such LC Disbursement.

           (i) INTERIM INTEREST. If any Issuing Lender shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to Base Rate Loans; PROVIDED
that, if the Borrower fails to reimburse such LC Disbursement when due pursuant
to paragraph (e) of this Section 2.10, then clause (x) of the second sentence of
Section 3.02 hereof shall apply. Interest accrued pursuant to this paragraph
shall be for the account of such Issuing Lender, except that interest accrued on
and after the date of payment by any Revolving Credit Lender pursuant to
paragraph (f) of this Section 2.10 to reimburse such Issuing Lender shall be for
the account of such Revolving Credit Lender to the extent of such payment.

           (j) REPLACEMENT OF AN ISSUING LENDER. Any Issuing Lender may be
replaced at any time by written agreement between the Borrower, the
Administrative Agent, the replaced Issuing Lender and the successor Issuing
Lender (which shall be selected from among the Lenders) (such agreement not to
be unreasonably withheld by the Administrative Agent). The Administrative Agent
shall notify the Lenders of any such replacement of an Issuing Lender. At the
time any such replacement shall become effective, the Borrower shall pay all
unpaid fees accrued for the account of the replaced Issuing Lender pursuant to
paragraph (l) of this Section 2.10. From and after the effective date of any
such replacement, (i) the successor Issuing Lender shall have all the rights and
obligations of the replaced Issuing Lender under this Agreement with respect to
Letters of Credit to be issued thereafter and (ii) references herein to

                                CREDIT AGREEMENT

<PAGE>
                                       37

the term "Issuing Lender" shall be deemed to refer to such successor or to any
previous Issuing Lender, or to such successor and all previous Issuing Lenders,
as the context shall require. After the replacement of an Issuing Lender
hereunder, the replaced Issuing Lender shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Lender under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.

           (k) CASH COLLATERALIZATION. If either (i) an Event of Default shall
occur and be continuing and the Borrower receives notice from the Administrative
Agent or the Required Lenders (or, if the maturity of the Loans has been
accelerated, Lenders with LC Exposure representing more than 50% of the total LC
Exposure) demanding the deposit of cash collateral pursuant to this paragraph
(k), or (ii) the Borrower shall be required to provide cover for LC Exposure
pursuant to Section 2.09(a) hereof, the Borrower shall immediately deposit into
the Collateral Account under and as defined in the Security Agreement an amount
in cash equal to, in the case of an Event of Default, the LC Exposure as of such
date PLUS any accrued and unpaid interest thereon and, in the case of cover
pursuant to Section 2.09(a) hereof the amount required thereunder; PROVIDED that
the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
presentment, demand, or protest or other notice of any kind (all of which are
expressly waived by the Borrower), upon the occurrence of any Event of Default
with respect to the Borrower described in Section 9(f) or (g) hereof. Such
deposit shall be held by the Administrative Agent in the Collateral Account (as
so defined) as collateral in the first instance for the LC Exposure under this
Agreement and thereafter for the payment of the Secured Obligations under and as
defined in the Security Agreement, and for these purposes the Borrower hereby
grants a security interest to the Administrative Agent for the benefit of the
Lenders in the Collateral Account (as so defined) and in any financial assets
(as defined in the Uniform Commercial Code as in effect from time to time in the
State of New York) or other property held therein.

           (l) LETTER OF CREDIT FEES. The Borrower agrees to pay (i) to the
Administrative Agent for the account of each Revolving Credit Lender a
participation fee with respect to its participations in Letters of Credit, which
shall accrue at a rate per annum equal to the Applicable Rate for Revolving
Credit Loans that are Eurodollar Loans on the average daily amount of such
Revolving Credit Lender's LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements) during the period from and
including the Amendment Effective Date to but excluding the later of the date on
which such Revolving Credit Lender's Revolving Credit Commitment terminates and
the date on which such Revolving Credit Lender ceases to have any LC Exposure,
and (ii) to each Issuing Lender a fronting fee, if any, to be agreed between the
Borrower and such Issuing Lender, at a rate (not to exceed 0.125%) per annum on
the average daily amount of the LC Exposure (excluding any portion thereof
attributable to unreimbursed LC Disbursements and, with respect to any Letter of
Credit, excluding the LC Exposure of any Issuing Lender with respect thereto
(determined for this purposes after giving effect to the participations therein
of the other Revolving Credit Lenders pursuant to paragraph (e) of this Section
2.10)) during the period from and including the Amendment Effective Date to but
excluding the later of the date of termination of the Revolving Credit
Commitments and the date on which there ceases to be any LC Exposure. In
addition, the Borrower agrees to pay within 10 days after demand each Issuing
Lender's standard fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of

                                CREDIT AGREEMENT

<PAGE>
                                       38

drawings thereunder. Participation fees and fronting fees accrued through and
including the last day of each calendar quarter shall be payable in arrears on
the third Business Day after such last day, commencing with the first such day
after the Amendment Effective Date; PROVIDED that all such fees shall be payable
on the date on which the Revolving Credit Commitments terminate and any such
fees accruing after the date on which the Revolving Credit Commitments terminate
shall be payable on demand.

           (m) EXISTING LETTERS OF CREDIT. Subject to the terms and conditions
hereof, each letter of credit issued by an Issuing Lender as an issuing bank
under the Existing Credit Agreement that is outstanding on the Amendment
Effective Date shall automatically be continued hereunder on the Amendment
Effective Date, and as of the Amendment Effective Date the Revolving Credit
Lenders shall acquire a participation therein as if such letter of credit were
issued hereunder, and each such letter of credit shall be deemed a Letter of
Credit for all purposes of this Agreement as of the Amendment Effective Date.

           2.11  SWINGLINE LOANS.

           (a) AGREEMENT TO MAKE SWINGLINE LOANS. The Swingline Lender agrees,
on the terms of this Agreement, to make Swingline Loans to the Borrower in
Dollars during the Revolving Credit Availability Period, in an aggregate
principal amount at any time outstanding that will not result in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $15,000,000
or (ii) the aggregate Revolving Credit Exposures exceeding the aggregate amount
of the Revolving Credit Commitments of the Revolving Credit Lenders; PROVIDED
that the Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. Subject to the terms of this Agreement,
during such period the Borrower may borrow, prepay and reborrow Swingline Loans.

           (b) NOTICE REGARDING SWINGLINE LOANS BY THE BORROWER. The Borrower
shall give the Administrative Agent (which shall promptly notify the Lenders)
notice of each borrowing of Swingline Loans hereunder as provided in Section
4.05 hereof. The Swingline Lender shall make each Swingline Loan available to
the Borrower by means of a credit to the general deposit account of the Borrower
with the Swingline Lender (or, in the case of a Swingline Loan made to finance
the reimbursement of an LC Disbursement as provided in Section 2.10(f) hereof,
by remittance to the relevant Issuing Lender) by 3:00 p.m. New York time on the
requested date of such Swingline Loan.

           (c) PARTICIPATIONS BY REVOLVING CREDIT LENDERS IN SWINGLINE LOANS.
The Swingline Lender may by written notice given to the Administrative Agent not
later than 10:00 a.m. New York time on any Business Day require the Revolving
Credit Lenders to acquire participations on such Business Day in all or a
portion of the Swingline Loans outstanding. Such notice to the Administrative
Agent shall specify the aggregate amount of Swingline Loans in which Revolving
Credit Lenders will participate. Promptly upon receipt of such notice, the
Administrative Agent will give notice thereof to each Revolving Credit Lender,
specifying in such notice such Revolving Credit Lender's Revolving Credit
Commitment Percentage of such Swingline Loan or Loans. Each Revolving Credit
Lender hereby absolutely and unconditionally agrees, upon receipt of notice as
provided above in this paragraph, to pay to the Administrative Agent, for the
account of the Swingline Lender, such Revolving Credit Lender's Revolving

                                CREDIT AGREEMENT

<PAGE>
                                       39

Credit Commitment Percentage of such Swingline Loan or Loans. Each Revolving
Credit Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Each Revolving
Credit Lender shall comply with its obligation under this paragraph by wire
transfer of immediately available funds, in the same manner as provided in
Section 2.02 hereof with respect to Loans made by such Revolving Credit Lender,
and the Administrative Agent shall promptly pay to the Swingline Lender the
amounts so received by it from the Revolving Credit Lenders. The Administrative
Agent shall notify the Borrower of any participations in any Swingline Loan
acquired pursuant to this paragraph, and thereafter payments in respect of such
Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the Borrower
(or other party on behalf of the Borrower) in respect of a Swingline Loan after
receipt by the Swingline Lender of the proceeds of a sale of participations
therein shall be promptly remitted to the Administrative Agent; any such amounts
received by the Administrative Agent shall be promptly remitted by the
Administrative Agent to the Revolving Credit Lenders that shall have made their
payments pursuant to this paragraph and to the Swingline Lender, as their
interests may appear. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower of any default in the
payment thereof.

           Section 3. PAYMENTS OF PRINCIPAL AND INTEREST.

           3.01  REPAYMENT OF LOANS.

           (a) The Borrower hereby promises to pay to the Administrative Agent
for account of each Tranche A Term Loan Lender the principal amount of the
Tranche A Term Loan held by such Lender in twenty-one consecutive quarterly
installments payable on the Principal Payment Dates, the aggregate principal
amount to be paid on each Principal Payment Date in respect of all Tranche A
Term Loans held by the Tranche A Term Loan Lenders to be in the amount specified
below (with the final such installment being in the aggregate principal amount
of the Tranche A Term Loans then outstanding):

           Principal Payment Date              Aggregate Amount
           Falling on or Nearest to:               of Payment
           -------------------------           ----------------

           December 31, 2006                       $7,500,000
           March 31, 2007                          $7,500,000
           June 30, 2007                           $7,500,000
           September 30, 2007                      $7,500,000

           December 31, 2007                       $10,000,000
           March 31, 2008                          $10,000,000
           June 30, 2008                           $10,000,000
           September 30, 2008                      $10,000,000

                                CREDIT AGREEMENT

<PAGE>
                                       40


           December 31, 2008                       $12,500,000
           March 31, 2009                          $12,500,000
           June 30, 2009                           $12,500,000
           September 30, 2009                      $12,500,000

           December 31, 2009                       $15,000,000
           March 31, 2010                          $15,000,000
           June 30, 2010                           $15,000,000
           September 30, 2010                      $15,000,000

           December 31, 2010                       $15,000,000
           March 31, 2011                          $15,000,000
           June 30, 2011                           $15,000,000
           September 30, 2011                      $15,000,000

           December 31, 2011                       $15,000,000
           March 31, 2012                          $15,000,000
           June 30, 2012                           $15,000,000
           August 12, 2012                         $340,000,000

           (b) The Borrower hereby promises to pay to the Administrative Agent
for account of each Revolving Credit Lender the full outstanding principal
amount of such Lender's Revolving Credit Loans, and each of such Lender's
Revolving Credit Loans shall mature, on the Revolving Credit Commitment
Termination Date.

           (c) The Borrower hereby promises to pay to the Swingline Lender the
full outstanding principal amount of each Swingline Loan on the earlier of
Revolving Credit Commitment Termination Date and the first date after such
Swingline Loan is made that is the 15th or last day of a calendar month and is
at least seven Business Days after such Swingline Loan is made; PROVIDED that on
each date that a Revolving Credit Loan is made, the Borrower shall repay all
Swingline Loans then outstanding.

           (d) The Borrower hereby promises to pay to the Administrative Agent
for account of each Incremental Loan Lender the aggregate principal amount of
Incremental Loans held by such Lender in such amounts and at such times as shall
be agreed by such Lender and the Borrower in the applicable Incremental Loan
Amendment (but subject to Section 2.01(c) hereof).

           3.02 INTEREST. The Borrower hereby promises to pay to the
Administrative Agent for account of each Lender interest on the unpaid principal
amount of each Loan made by such Lender for the period from and including the
date of such Loan to but excluding the date such Loan shall be paid in full, at
the following rates per annum:

           (a) during such periods such Loan is a Base Rate Loan, the Base Rate
      (as in effect from time to time) PLUS the Applicable Rate; and

                                CREDIT AGREEMENT
<PAGE>
                                       41

           (b) during such periods such Loan is a Eurodollar Loan, for each
      Interest Period relating thereto, the Eurodollar Rate for such Loan for
      such Interest Period PLUS the Applicable Rate.

Notwithstanding the foregoing, (x) upon the occurrence and during the
continuance of an Event of Default specified in clause (a) of Section 9 hereof
arising by reason of a failure to pay principal of or interest on any of the
Loans or to reimburse any LC Disbursement, the Borrower will pay to the
Administrative Agent for account of each Lender interest at the applicable
Post-Default Rate on the full outstanding principal amount of each of such
Lender's Loans (whether or not due and payable) and the full face amount all
unreimbursed LC Disbursements and (y) upon the occurrence and during the
continuance of an Event of Default specified in said clause (a) arising by
reason of a failure to pay any other amount, the Borrower will pay to the
Administrative Agent for account of the Administrative Agent or any Lender to
which such amount is owed interest on such amount at the applicable Post-Default
Rate. Accrued interest on each Loan shall be payable (i) in the case of each
Base Rate Loan, quarterly on the Quarterly Dates, commencing with the first
Quarterly Date occurring after the Amendment Effective Date, (ii) in the case of
each Eurodollar Loan, on the last day of each Interest Period therefor and, if
such Interest Period is longer than three months, at three month intervals
following the first day of such Interest Period, and (iii) in the case of each
Loan, upon the payment or prepayment thereof or the Conversion of such Loan to a
Loan of the other Type (but only on the principal amount so paid, prepaid or
Converted), except that interest payable at the Post-Default Rate shall be
payable from time to time on demand. Promptly after the determination of any
interest rate provided for herein or any change therein, the Administrative
Agent shall give notice thereof to the Lenders to which such interest is payable
and the Borrower.


           Section 4. PAYMENTS; PRO RATA TREATMENT; COMPUTATIONS; ETC.

           4.01  PAYMENTS.

           (a) Except to the extent otherwise provided herein, all payments of
principal, interest and other amounts, and all reimbursements of LC
Disbursements, to be made by the Borrower under this Agreement, the Notes and
the other Credit Documents shall be made in Dollars, in immediately available
funds, without deduction, set-off or counterclaim, to the Administrative Agent
at an account designated by the Administrative Agent, not later than 11:00 a.m.
New York time on the date on which such payment shall become due (each such
payment made after such time on such due date to be deemed to have been made on
the next succeeding Business Day).

           (b) Any Lender for whose account any such payment is to be made, may
(but shall not be obligated to) debit the amount of any such payment which is
not made by such time to any ordinary deposit account of the Borrower with such
Lender (with notice to the Borrower and the Administrative Agent, PROVIDED that
the failure of such Lender to so notify the Borrower and the Administrative
Agent shall not affect the validity of the actions taken by such Lender as
permitted by this paragraph (b)).

                                CREDIT AGREEMENT

<PAGE>
                                       42

           (c) The Borrower shall, at the time of making each payment under this
Agreement or any Note for account of any Lender, specify to the Administrative
Agent (which shall notify the intended recipients thereof) the Loans, LC
Disbursements or other amounts payable by the Borrower hereunder to which such
payment is to be applied in which case such payment shall, subject to Section
4.02 hereof and unless an Event of Default shall have occurred and be
continuing, be applied as so specified (and in the event that the Borrower fails
to so specify, or if an Event of Default has occurred and is continuing, the
Administrative Agent may distribute such payment to the Lenders and/or the other
Person(s) to which amounts are payable by the Borrower hereunder in such manner
as the Required Lenders or, in the absence of instructions from the Required
Lenders, the Administrative Agent may determine to be appropriate, subject to
Section 4.02 hereof).

           (d) Each payment received by the Administrative Agent under this
Agreement or any Note for account of a Lender shall be paid promptly to such
Lender in immediately available funds, for account of such Lender's Applicable
Lending Office for the Loan in respect of which such payment is made.

           (e) If the due date of any payment under this Agreement or any Note
would otherwise fall on a day which is not a Business Day such payment shall be
made on the immediately preceding Business Day.

           4.02 PRO RATA TREATMENT. Except to the extent otherwise provided
herein: (a) each payment of commitment fees under Section 2.04 hereof in respect
of Commitments of a particular Class and Series shall be made for account of the
relevant Lenders, and each termination or reduction of the amount of the
Commitments of a particular Class and Series under Section 2.03 hereof shall be
applied to the respective Commitments of such Class and Series of the relevant
Lenders, pro rata according to the amounts of their Commitment Percentages; (b)
the making, Conversion and Continuation of Loans of a particular Class and
Series of a particular Type (other than Conversions provided for by Section 5.04
hereof) shall be made pro rata among the relevant Lenders according to the
amounts of their respective Commitment Percentages and Eurodollar Loans of a
particular Class and Series made, Converted or Continued on the same day but
having different Interest Periods shall be allocated pro rata among the relevant
Lenders according to the amounts of such Loans respectively held by such
Lenders; (c) each payment or prepayment by the Borrower of Loans of a particular
Class and Series (other than Swingline Loans) shall be made for account of the
relevant Lenders pro rata in accordance with the respective unpaid principal
amounts of such Loans held by the relevant Lenders; and (d) each payment of
interest on Loans of a particular Class and Series (other than Swingline Loans)
shall be made for account of the relevant Lenders pro rata in accordance with
the amounts of the interest on such Loans then due and payable to such Lenders.

           4.03 COMPUTATIONS. Interest on Loans, commitment fees, participation
fees and fronting fees shall be computed on the basis of a year of 360 days,
except that interest computed by reference to the Base Rate at times when the
Base Rate is based on the Prime Rate shall be computed on the basis of a year of
365 (or 366 days in a leap year), and in each case shall be payable for the
actual days elapsed (including the first day but excluding the last day)
occurring in the period for which payable.

                                CREDIT AGREEMENT

<PAGE>
                                       43

           4.04 MINIMUM AMOUNTS. Except for Conversions made pursuant to Section
5.04 hereof and prepayments made pursuant to Section 2.09 hereof, each
borrowing, Conversion, Continuation and prepayment of principal of (a) Base Rate
Loans shall be in an amount equal to $500,000 or an integral multiple of
$100,000 in excess thereof and (b) Eurodollar Loans shall be in an amount equal
to $2,000,000 ($1,000,000 in the case of Incremental Loans of each Series) or an
integral multiple of $1,000,000 ($500,000 in the case of Incremental Loans of
each Series) in excess thereof (borrowings, Conversions, Continuations or
prepayments of or into Loans of different Types or, in the case of Eurodollar
Loans, having different Interest Periods at the same time hereunder to be deemed
separate borrowings, Conversions, Continuations and prepayments for purposes of
the foregoing, one for each Type or Interest Period), except that each borrowing
and prepayment of Swingline Loans shall be in an amount at least equal to
$250,000. Anything in this Agreement to the contrary notwithstanding, the
aggregate principal amount of Eurodollar Loans having the same Interest Period
shall be at least equal to $2,000,000 ($1,000,000 in the case of Incremental
Loans of each Series) and, if any Eurodollar Loans would otherwise be in a
lesser principal amount for any period, such Loans shall be Base Rate Loans
during such period.

           4.05 CERTAIN NOTICES. Except as otherwise provided herein, notices by
the Borrower of terminations or reductions of Commitments, of borrowings,
Conversions, Continuations and prepayments of Loans, of Types of Loans and of
the duration of Interest Periods shall be irrevocable and shall be effective
only if received by the Administrative Agent (and, in the case of a borrowing or
prepayment of Swingline Loans, the Swingline Lender) not later than 11:00 a.m.
(or, in the case of borrowings or prepayments of Swingline Loans, 12:00 noon)
New York time on the number of Business Days prior to the date of the relevant
termination, reduction, borrowing, Conversion, Continuation or prepayment or the
first day of such Interest Period specified below:

                                                             Number of
             Notice                                     Business Days Prior
             ------                                     -------------------

           Termination or reduction of
           Commitments                                            2

           Borrowing or prepayment of,
           or Conversion into, Base Rate Loans
           (other than any such borrowing on the
           Amendment Effective Date and any
           Borrowing or prepayment of Swingline
           Loans)                                              same day

           Borrowing of BASE RATE Loans on the
           Amendment Effective Date and any
           borrowing or prepayment of Swingline
           Loans                                               same day

                                CREDIT AGREEMENT
<PAGE>
                                       44

           Borrowing or prepayment of, Conversion
           into, Continuation as, or duration of Interest
           Period for, Eurodollar Loans                           3

Each such notice of termination or reduction shall specify the amount of the
Commitments to be terminated or reduced. Each such notice of borrowing,
Conversion, Continuation or prepayment shall specify the Loans to be borrowed,
Converted, Continued or prepaid and the amount (subject to Section 4.04 hereof)
and Type of the Loans to be borrowed, Converted, Continued or prepaid and the
date of borrowing, Conversion, Continuation or prepayment (which shall be a
Business Day). Each such notice of borrowing or Continuation of, or Conversion
into, a Eurodollar Loan shall specify the duration of the Interest Period
therefor. The Administrative Agent shall promptly notify the Lenders of the
contents of each such notice. In the event that the Borrower fails to select the
Type of Loan, or the duration of any Interest Period for any Eurodollar Loan,
within the time period and otherwise as provided in this Section 4.05, such Loan
(if outstanding as a Eurodollar Loan) will be automatically Converted into a
Base Rate Loan on the last day of the then current Interest Period for such Loan
or (if outstanding as a Base Rate Loan) will remain as, or (if not then
outstanding) will be made as, a Base Rate Loan.

           4.06 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. Unless the
Administrative Agent shall have been notified by a Lender or the Borrower (the
"PAYOR") prior to the date on which the Payor is to make payment to the
Administrative Agent of (in the case of a Lender) the proceeds of a Loan to be
made by such Lender hereunder or (in the case of the Borrower) a payment to the
Administrative Agent for account of one or more of the Lenders hereunder (such
payment being herein called the "REQUIRED PAYMENT"), which notice shall be
effective upon receipt, that the Payor does not intend to make the Required
Payment to the Administrative Agent, the Administrative Agent may assume that
the Required Payment has been made and may, in reliance upon such assumption
(but shall not be required to), make the amount thereof available to the
intended recipient(s) on such date; and, if the Payor has not in fact made the
Required Payment to the Administrative Agent, the recipient(s) of such payment
shall, on demand, repay to the Administrative Agent the amount so made available
together with interest thereon in respect of each day during the period
commencing on the date (the "ADVANCE DATE") such amount was so made available by
the Administrative Agent until the date the Administrative Agent recovers such
amount at a rate per annum equal to the Federal Funds Effective Rate for such
day and, if such recipient(s) shall fail promptly to make such payment, the
Administrative Agent shall be entitled to recover such amount, on demand, from
the Payor, together with interest as aforesaid, PROVIDED that if neither the
recipient(s) nor the Payor shall return the Required Payment to the
Administrative Agent within three Business Days of the Advance Date, then,
retroactively to the Advance Date, the Payor and the recipient(s) shall each be
obligated to pay interest on the Required Payment as follows:

           (i) if the Required Payment shall represent a payment to be made by
      the Borrower to the Lenders, the Borrower and the recipient(s) shall each
      be obligated retroactively to the Advance Date to pay interest in respect
      of the Required Payment at the Post-Default Rate (and, in case the
      recipient(s) shall return the Required Payment to the Administrative
      Agent, without limiting the obligation of the Borrower under Section 3.02
      hereof to pay interest to such recipient(s) at the Post-Default Rate in
      respect of the Required Payment); and

                                CREDIT AGREEMENT

<PAGE>
                                       45

           (ii) if the Required Payment shall represent proceeds of a Loan to be
      made by the Lenders to the Borrower, the Payor and the Borrower shall each
      be obligated retroactively to the Advance Date to pay interest in respect
      of the Required Payment at the rate of interest provided for such Required
      Payment pursuant to Section 3.02 hereof (and, in case the Borrower shall
      return the Required Payment to the Administrative Agent, without limiting
      any claim the Borrower may have against the Payor in respect of the
      Required Payment).

           4.07  SHARING OF PAYMENTS, ETC.

           (a) The Borrower agrees that, in addition to (and without limitation
of) any right of set-off, bankers' lien or counterclaim a Lender may otherwise
have, each Lender shall be entitled, at its option, to offset balances held by
it for account of the Borrower at any of its offices, in Dollars or in any other
currency, against any principal of or interest on any of such Lender's Loans, or
any other amount payable to such Lender hereunder, which is not paid when due
(regardless of whether such balances are then due to the Borrower), in which
case it shall promptly notify the Borrower and the Administrative Agent thereof,
PROVIDED that such Lender's failure to give such notice shall not affect the
validity thereof.

           (b) (i) At any time and from time to time prior to the time that all
of the Loans are declared or become due and payable pursuant to Section 9 hereof
and all of the Commitments hereunder are terminated pursuant to said Section 9,
if any Lender shall obtain payment of any principal of or interest on any Loan
of any Class and Series (other than any Swingline Loan) made by it to the
Borrower under this Agreement or payment of any other amount relating to the
Loans or Commitments of such Class and Series under this Agreement or any other
Credit Document or payment in respect of its participations in LC Disbursements
and Swingline Loans through the exercise of any right of set-off, banker's lien
or counterclaim or similar right or otherwise, and, as a result of such payment,
such Lender shall have received a greater percentage of the principal of or
interest on the Loans or Commitments of such Class and Series or such other
amounts relating to the Loans of such Class and Series or payment in respect of
its participations in LC Disbursements and Swingline Loans then due hereunder by
the Borrower to such Lender than the percentage received by any other Lenders,
it shall promptly purchase from such other Lenders participations in (or, if and
to the extent specified by such Lender, direct interests in) the Loans of such
Class and Series made by such other Lenders (or in interest due thereon, as the
case may be) or such other amounts relating to the Loans or Commitments of such
Class and Series or in LC Disbursements and Swingline Loans, respectively, in
such amounts and make such other adjustments from time to time as shall be
equitable, to the end that all the Lenders shall share the benefit of such
excess payment (net of any expenses which may be incurred by such Lender in
obtaining or preserving such excess payment) pro rata in accordance with the
unpaid principal and/or interest on the Loans of such Class and Series held by
each of the Lenders or such other amounts relating to the Loans or Commitments
of such Class and Series or payment in respect of its participations in LC
Disbursements and Swingline Loans owing to each of the Lenders. To such end all
the Lenders shall make appropriate adjustments among themselves (by the resale
of participations sold or otherwise) if such payment is rescinded or must
otherwise be restored.

                                CREDIT AGREEMENT
<PAGE>
                                       46

           (ii) At any time from and after the time that all of the Loans are
declared or become due and payable pursuant to Section 9 hereof and all of the
Commitments hereunder are terminated pursuant to said Section 9, if any Lender
shall obtain payment of any principal of or interest on any Loan (other than any
Swingline Loan) made by it to the Borrower under this Agreement or payment in
respect of its participations in LC Disbursements and Swingline Loans or payment
of any other amount under this Agreement or any other Credit Document through
the exercise of any right of set-off, banker's lien or counterclaim or similar
right or otherwise, and, as a result of such payment, such Lender shall have
received a greater percentage of the principal of or interest on the Loans or
payments in respect of its participations in LC Disbursements and Swingline
Loans or such other amounts then due hereunder by the Borrower to such Lender
than the percentage received by any other Lenders, it shall promptly purchase
from such other Lenders participations in (or, if and to the extent specified by
such Lender, direct interests in) the Loans made by such other Lenders (or in
interest due thereon, as the case may be) or LC Disbursements and Swingline
Loans or such other amounts, respectively, in such amounts and make such other
adjustments from time to time as shall be equitable, to the end that all the
Lenders shall share the benefit of such excess payment (net of any expenses
which may be incurred by such Lender in obtaining or preserving such excess
payment) pro rata in accordance with the unpaid principal and/or interest on the
Loans held by each of the Lenders or payments in respect of its participations
in LC Disbursements and Swingline Loans owing to each of the Lenders or such
other amounts owing to each of the Lenders. To such end all the Lenders shall
make appropriate adjustments among themselves (by the resale of participations
sold or otherwise) if such payment is rescinded or must otherwise be restored.

           (c) The Borrower agrees that any Lender so purchasing a participation
(or direct interest) in the Loans made by other Lenders (or in interest due
thereon, as the case may be) or payments in respect of its participations in LC
Disbursements and Swingline Loans may exercise all rights of set-off, bankers'
lien, counterclaim or similar rights with respect to such participation as fully
as if such Lender were a direct creditor of the Borrower in the amount of such
participation.

           (d) Nothing contained herein shall require any Lender to exercise any
such right or shall affect the right of any Lender to exercise, and retain the
benefits of exercising, any such right with respect to any other indebtedness or
obligation of the Borrower. If, under any applicable bankruptcy, insolvency or
other similar law, any Lender receives a secured claim in lieu of a set-off to
which this Section 4.07 applies, such Lender shall, to the extent practicable,
exercise its rights in respect of such secured claim in a manner consistent with
the rights of the Lenders entitled under this Section 4.07 to share in the
benefits of any recovery on such secured claim.


           Section 5. YIELD PROTECTION AND ILLEGALITY.

           5.01  ADDITIONAL COSTS.

           (a) The Borrower shall pay directly to each Lender from time to time
such amounts as such Lender may determine to be necessary to compensate it for
any costs which such Lender determines are attributable to its making or
maintaining of any Eurodollar Loans or

                                CREDIT AGREEMENT

<PAGE>
                                       47

its obligation to make any Eurodollar Loans hereunder, or any reduction in any
amount receivable by such Lender hereunder in respect of any of such Loans or
such obligation (such increases in costs and reductions in amounts receivable
being herein called "ADDITIONAL COSTS"), resulting from any Regulatory Change
which:

           (i) imposes or modifies any reserve, special deposit or similar
      requirements relating to any extensions of credit or other assets of, or
      any deposits with or other liabilities of, such Lender (including any of
      such Loans or any deposits referred to in the definition of "Eurodollar
      Base Rate" in Section 1.01 hereof), or any commitment of such Lender
      (including the Commitments of such Lender hereunder) that is not otherwise
      included in the determination of the Eurodollar Rate (including the
      Statutory Reserve Rate utilized in such determination); or

           (ii) imposes on such Lender any other condition affecting this
      Agreement or its Notes (or any of such extensions of credit or
      liabilities) or Commitments.

           If any Lender requests compensation from the Borrower under this
Section 5.01(a), the Borrower may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender to make or Continue
Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the
Regulatory Change giving rise to such request ceases to be in effect (in which
case the provisions of Section 5.04 hereof shall be applicable).

           (b) Without limiting the effect of the foregoing provisions of this
Section 5.01 (but without duplication), if any Lender determines that any
Regulatory Change regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's capital or on the capital of such
Lender's holding company, if any, as a consequence of this Agreement or the
Loans made by, or participations in Letters of Credit held by, such Lender, to a
level below that which such Lender or such Lender's holding company would have
achieved but for such Regulatory Change (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy), then from time to time the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

           (c) Each Lender will provide written notice to the Borrower of any
event occurring after the date of this Agreement that will entitle such Lender
to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as
practicable, but in any event within 30 days, after such Lender obtains actual
knowledge thereof; PROVIDED, however, that if any Lender fails to give such
notice within 30 days after it obtains actual knowledge of such an event, such
Lender shall, with respect to compensation payable pursuant to this Section 5.01
in respect of any costs resulting from such event, only be entitled to payment
under this Section 5.01 for costs incurred from and after the date 30 days prior
to the date that such Lender does give such notice. Each Lender will furnish to
the Borrower (with a copy to the Administrative Agent) a certificate setting
forth in reasonable detail the basis and amount of each request by such Lender
for compensation under paragraph (a) or (b) of this Section 5.01. Determinations
and allocations by any Lender for purposes of this Section 5.01 of the effect of
any Regulatory Change pursuant to Section 5.01(a) hereof, or of the effect of
capital maintained pursuant to Section 5.01(b) hereof,

                                CREDIT AGREEMENT

<PAGE>
                                       48

on its costs or rate of return of maintaining Loans or its obligation to make
Loans, or on amounts receivable by it in respect of Loans, and of the amounts
required to compensate such Lender under this Section 5.01, shall be conclusive
in the absence of manifest error, PROVIDED that such determinations and
allocations are made on a reasonable basis.

           5.02 LIMITATION ON TYPES OF LOANS. Anything herein to the contrary
notwithstanding, if, on or prior to the determination of the Eurodollar Base
Rate for any Interest Period:

           (a) the Administrative Agent determines (which determination shall be
      conclusive) that quotations of interest rates for the relevant deposits
      referred to in the definition of "Eurodollar Base Rate" in Section 1.01
      hereof are not being provided in the relevant amounts or for the relevant
      maturities for purposes of determining rates of interest for Eurodollar
      Loans as provided herein; or

           (b) with respect to the Loans of any Class, the Required Lenders of
      such Class determine (which determination shall be conclusive) and notify
      the Administrative Agent that the relevant rates of interest referred to
      in the definition of "Eurodollar Base Rate" in Section 1.01 hereof upon
      the basis of which the rate of interest for Eurodollar Loans for such
      Interest Period is to be determined are not likely adequately to cover the
      cost to such Lenders of making or maintaining Eurodollar Loans for such
      Interest Period;

then the Administrative Agent shall give the Borrower and each of the Lenders
which are to make or hold such Loans prompt notice thereof, and so long as such
condition remains in effect, such Lenders shall be under no obligation to make
additional Eurodollar Loans, to Continue Eurodollar Loans or to Convert Base
Rate Loans into Eurodollar Loans and the Borrower shall, on the last day(s) of
the then current Interest Period(s) for the outstanding Eurodollar Loans held by
such Lenders, either prepay such Eurodollar Loans or Convert such Eurodollar
Loans into Base Rate Loans in accordance with Section 2.08 hereof.

           5.03 ILLEGALITY. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain Eurodollar
Loans hereunder, then such Lender shall promptly notify the Borrower thereof
(with a copy to the Administrative Agent) and such Lender's obligation to make
or Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall be
suspended until such time as such Lender may again make and maintain Eurodollar
Loans (in which case the provisions of Section 5.04 hereof shall be applicable).

           5.04 TREATMENT OF AFFECTED LOANS. If the obligation of any Lender to
make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans is
suspended pursuant to Section 5.01 or 5.03 hereof, such Lender's Eurodollar
Loans shall be automatically Converted into Base Rate Loans on the last day(s)
of the then current Interest Period(s) for such Eurodollar Loans (or, in the
case of a Conversion effected as permitted by Section 5.03 hereof, on such
earlier date as such Lender may specify to the Borrower with a copy to the
Administrative Agent) and, unless and until such Lender gives notice as provided
below that the circumstances specified in Section 5.01 or 5.03 hereof which gave
rise to such Conversion no longer exist:

                                CREDIT AGREEMENT

<PAGE>
                                       49

           (a) to the extent that such Lender's Eurodollar Loans of any Class
      have been so Converted, all payments and prepayments of principal which
      would otherwise be applied to such Lender's Eurodollar Loans of such Class
      shall be applied instead to its Base Rate Loans of such Class; and

           (b) all Loans which would otherwise be made or Continued by such
      Lender as Eurodollar Loans shall be made or Converted and Continued
      instead as Base Rate Loans and all Base Rate Loans of such Lender which
      would otherwise be Converted into Eurodollar Loans shall be made as or
      shall remain as Base Rate Loans.

If such Lender gives notice to the Borrower (with a copy to the Administrative
Agent) that the circumstances specified in Section 5.01 or 5.03 hereof which
gave rise to the Conversion of such Lender's Eurodollar Loans of any Class
pursuant to this Section 5.04 no longer exist (which such Lender agrees to do
promptly upon such circumstances ceasing to exist) at a time when Eurodollar
Loans of such Class held by other Lenders are outstanding, such Lender's Base
Rate Loans of such Class shall be automatically Converted, on the first day(s)
of the next succeeding Interest Period(s) for such outstanding Eurodollar Loans,
to the extent necessary so that, after giving effect thereto, all Loans of such
Class held by such Lenders and by such Lender are held pro rata (as to principal
amounts, Types and Interest Periods) in accordance with their respective
Commitments.

           5.05 COMPENSATION. The Borrower shall pay to the Administrative Agent
for account of each Lender, upon the request of such Lender through the
Administrative Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost or
expense which such Lender determines are attributable to:

           (a) any payment, prepayment (including any mandatory prepayment) or
      Conversion of a Eurodollar Loan made by such Lender for any reason
      (including, without limitation, the acceleration of the Loans pursuant to
      Section 9 hereof but excluding any prepayment made as of the Amendment
      Effective Date) on a date other than the last day of the Interest Period
      for such Loan; or

           (b) any failure by the Borrower for any reason (including, without
      limitation, the failure of any of the conditions precedent specified in
      Section 6 hereof to be satisfied) to borrow a Eurodollar Loan from such
      Lender on the date for such borrowing specified in the relevant notice of
      borrowing given pursuant to Section 2.02 hereof or to Convert a Base Rate
      Loan into a Eurodollar Loan on the date for such Conversion, or to
      Continue a Eurodollar Loan on the date for such Continuation, in each case
      as specified in the relevant notice of Conversion or Continuation, as the
      case may be, given pursuant to Section 2.08(a) hereof or to prepay a
      Eurodollar Loan on the date for such prepayment specified in the relevant
      notice of prepayment given pursuant to Section 2.08(b) or 2.09(e) hereof,
      as the case may be.

Without limiting the effect of the preceding sentence, such compensation shall
include an amount equal to the excess, if any, of (i) the amount of interest
which otherwise would have accrued on the principal amount so paid, prepaid or
Converted or not borrowed, Continued or Converted for the period from the date
of such payment, prepayment, Conversion or failure to

                                CREDIT AGREEMENT

<PAGE>
                                       50


borrow, Continue or Convert to the last day of the then current Interest Period
for such Loan (or, in the case of a failure to borrow, Continue or Convert, the
Interest Period for such Loan which would have commenced on the date specified
for such borrowing, Continuation or Conversion) at the applicable rate of
interest for such Loan provided for herein (excluding the Applicable Rate, if
any) over (ii) the interest component of the amount such Lender would have bid
in the London interbank market for Dollar deposits of leading banks in amounts
comparable to such principal amount and with maturities comparable to such
period (as reasonably determined by such Lender).

           5.06 ADDITIONAL COSTS IN RESPECT OF LETTERS OF CREDIT. Without
limiting the obligations of the Borrower under Section 5.01 hereof (but without
duplication), if as a result of any Regulatory Change or any risk-based capital
guideline or other requirement heretofore or hereafter issued by any
Governmental Authority there shall be imposed, modified or deemed applicable any
tax, reserve, special deposit, capital adequacy or similar requirement against
or with respect to or measured by reference to Letters of Credit issued or to be
issued hereunder and the result shall be to increase the cost to any Lender or
Lenders of issuing (or purchasing participations in) or maintaining its
obligation hereunder to issue (or purchase participations in) any Letter of
Credit hereunder or reduce any amount receivable by any Lender hereunder in
respect of any Letter of Credit (which increases in cost, or reductions in
amount receivable, shall be the result of such Lender's or Lenders' reasonable
allocation of the aggregate of such increases or reductions resulting from such
event), then, upon demand by such Lender or Lenders (through the Administrative
Agent), the Borrower shall pay immediately to the Administrative Agent for
account of such Lender or Lenders, from time to time as specified by such Lender
or Lenders (through the Administrative Agent), such additional amounts as shall
be sufficient to compensate such Lender or Lenders (through the Administrative
Agent) for such increased costs or reductions in amount. A statement as to such
increased costs or reductions in amount incurred by any such Lender or Lenders,
submitted by such Lender or Lenders to the Borrower shall be conclusive in the
absence of manifest error as to the amount thereof.

           5.07  TAXES.

           (a) PAYMENTS FREE OF TAXES. Any and all payments by or on account of
any obligation of the Borrower hereunder or under any other Credit Document
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; PROVIDED that if the Borrower shall be required to deduct any
Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section
5.07), the Administrative Agent, Lender or any Issuing Lender (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

           (b) PAYMENT OF OTHER TAXES BY THE BORROWER. In addition, the Borrower
shall pay any Other Taxes to the relevant Governmental Authority in accordance
with applicable law.

           (c) INDEMNIFICATION BY THE BORROWER. The Borrower shall indemnify the
Administrative Agent, each Lender and any Issuing Lender, promptly after written
demand

                                CREDIT AGREEMENT

<PAGE>
                                       51

therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by
the Administrative Agent, such Lender or such Issuing Bank, as the case may be,
on or with respect to any payment by or on account of any obligation of the
Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section 5.07) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority; PROVIDED
that such demand shall be accompanied by a certificate setting forth in
reasonable detail the amount of such payment or liability delivered to the
Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its
own behalf or on behalf of a Lender or an Issuing Bank, which certificate shall
be conclusive in the absence of manifest error.

           (d) EVIDENCE OF PAYMENTS. As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

           (e) FOREIGN LENDERS. Any Foreign Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction
in which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to the
Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law or reasonably requested by the Borrower, such
properly completed and executed documentation prescribed by applicable law as
will permit such payments to be made without withholding or at a reduced rate.
Without limiting the foregoing, each Foreign Lender shall deliver to the
Administrative Agent and to the Borrower, on or prior to the Amendment Effective
Date (in the case of each Lender party to this Agreement on such date) or on or
prior to the effective date of the Assignment and Assumption pursuant to which
it becomes a Lender (in the case of each other Lender), and at such other times
as may be necessary in the determination of the Borrower or Administrative Agent
(each in the reasonable exercise of its discretion), two original copies of
Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms) properly
completed and duly executed by such Lender, or, in the case of a Foreign Lender
claiming exemption from United States federal withholding tax under Section
871(h) or 881(c) of the Code with respect to payments of "portfolio interest," a
form W-8BEN, and, in the case of a Lender that has certified in writing to the
Administrative Agent that it is not a "bank" (as defined in Section 881(c)(3)(A)
of the Code), a certificate of such Lender certifying that such Lender is not
(i) a "bank" for purposes of Section 881(c) of the Code, (ii) a ten-percent
shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the
Borrower or (iii) a controlled foreign corporation related to the Borrower
(within the meaning of Section 864(d)(4) of the Code) in each case together with
any other certificate or statement of exemption required under the Code or the
regulations issued thereunder to establish that such Lender is not subject to
United States withholding tax with respect to any payments to such Lender of
interest payable under any of the Credit Documents.

           (f) TAX REFUNDS. If the Administrative Agent or a Lender determines,
in its sole discretion, that it has received a refund of any Taxes or Other
Taxes as to which it has been indemnified by the Borrower or with respect to
which the Borrower has paid additional amounts

                                CREDIT AGREEMENT

<PAGE>
                                       52

pursuant to this Section 5.07(f), it shall pay over such refund to the Borrower
(but only to the extent of indemnity payments made, or additional amounts paid,
by the Borrower under this Section 5.07 with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent or such Lender and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund); PROVIDED that the Borrower, upon the request of the Administrative
Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus
any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such
Governmental Authority. This Section 5.07(f) shall not be construed to require
the Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.

           5.08  MITIGATION OBLIGATIONS; REPLACEMENT OF LENDERS.
                 ----------------------------------------------

           (a) If any Lender or any Issuing Lender requests compensation under
Section 5.01 or 5.06 hereof, respectively, or if the Borrower is required to pay
any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 5.07 hereof, then such Lender shall
use reasonable efforts to designate a different lending office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 5.01, 5.06 or 5.07 hereof, as the case may be, in
the future and (ii) would not subject such Lender or such Issuing Lender, as the
case may be, to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender or such Issuing Lender. The Borrower hereby
agrees to pay all reasonable costs and expenses incurred by any Lender or any
Issuing Lender in connection with any such designation or assignment.

           (b) If any Lender requests compensation under Section 5.01 or 5.06
hereof, or if the Borrower is required to pay any additional amount to any
Lender or any Governmental Authority for the account of any Lender pursuant to
Section 5.07 hereof, then the Borrower may, at its sole expense and effort, upon
notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the
restrictions contained in Section 11.06 hereof), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); PROVIDED that (i) the Borrower shall have received the prior
written consent of the Administrative Agent, which consent shall not
unreasonably be withheld, (ii) such Lender shall have received payment of an
amount equal to the outstanding principal of its Loans and participations in LC
Disbursements and Swingline Loans, accrued interest thereon, accrued fees and
all other amounts payable to it hereunder, from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 5.01 or 5.06 hereof or
payments required to be made pursuant to Section 5.07 hereof, such assignment
will result in a reduction in such compensation or payments. A Lender shall not
be required to make any such assignment and delegation if, prior thereto, as a
result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply.

                                CREDIT AGREEMENT
<PAGE>
                                       53

           Section 6.  CONDITIONS PRECEDENT.

           6.01 EFFECTIVENESS. The amendment and restatement of the Existing
Credit Agreement contemplated hereby, and the obligation of each Lender to make
Loans, and of each Issuing Lender to issue, amend, renew or extend any Letter of
Credit, in each case on the Amendment Effective Date, is subject to the
conditions precedent that the Administrative Agent shall have received the
following documents (with sufficient copies for each Lender), each of which
shall be reasonably satisfactory to each Lender in form and substance:

           (a) THIS AGREEMENT. This Agreement duly executed by each of the
      Obligors, the Lenders (which shall include all the "Revolving Credit
      Lenders" under and as defined in the Existing Credit Agreement immediately
      prior to the effectiveness of this Agreement, except for each such
      Revolving Credit Lender that is not a party hereto and has confirmed the
      termination of its commitment under the Existing Credit Agreement
      effective as of the Amendment Effective Date) and the Administrative
      Agent.

           (b) CORPORATE DOCUMENTS. Certificates of the appropriate Governmental
      Authority as to the good standing of each Obligor in its jurisdiction of
      organization, certified copies of the charter and by-laws (or equivalent
      documents) of each Obligor and of all corporate or other authority for
      each of them (including, without limitation, board of director resolutions
      and evidence of the incumbency of officers) with respect to the execution,
      delivery and performance of this Agreement and each other Credit Document
      to which each is a party and each other document to be delivered by any of
      them from time to time in connection herewith and therewith and the
      extensions of credit hereunder (and the Administrative Agent and each
      Lender may conclusively rely on such certificate until it receives notice
      in writing from the Borrower to the contrary).

           (c) SENIOR OFFICER'S CERTIFICATE. A certificate of a Senior Officer,
      dated the Amendment Effective Date, to the effect set forth in clauses (a)
      and (b) of Section 6.02 hereof.

           (d) SECURITY AGREEMENT. The Security Agreement, substantially in the
      form of Exhibit A hereto, duly executed by each of the Obligors and the
      Administrative Agent. In addition, the Obligors shall have taken such
      other action as the Administrative Agent shall have reasonably requested
      in order to perfect the security interests created pursuant to the
      Security Agreement, including, without limitation, delivering to the
      Administrative Agent (i) stock certificates with undated stock powers
      executed in blank and (ii) appropriately completed and duly executed
      copies of Uniform Commercial Code financing statements with respect to the
      Property covered by the Security Agreement, in proper form for filing in
      all jurisdictions in which such filing is necessary or appropriate to
      establish, perfect, protect and preserve the rights, titles, interests,
      remedies, powers, privileges and Liens of the Administrative Agent, for
      the benefit of the Lenders, thereunder.

                                CREDIT AGREEMENT

<PAGE>
                                       54

           (e) SUBSIDIARY GUARANTEE. The Subsidiary Guarantee, substantially in
      the form of Exhibit B hereto, duly executed by each of the Subsidiary
      Guarantors and the Administrative Agent.

           (f) PAYMENT OF AMOUNTS UNDER THE EXISTING CREDIT AGREEMENT. Evidence
      that (substantially concurrently with the funding of the initial Loans)
      (i) all principal of and accrued and unpaid interest on the Existing Term
      Loans and the Existing Revolving Credit Loans shall have paid in full and
      (ii) all other accrued and unpaid fees and other expenses and amounts due
      and payable under the Existing Credit Agreement shall have been paid in
      full (to the extent that statements for such fees, expenses and other
      amounts have been delivered to the Borrower).

           (g) OPINIONS OF COUNSEL TO THE OBLIGORS. Opinions of (i) Wachtell,
      Lipton, Rosen & Katz, special New York counsel to the Obligors and (ii)
      local counsel in Michigan (which counsel shall be satisfactory to the
      Administrative Agent) to certain of the Obligors, in each case addressed
      to the Lenders and the Administrative Agent and dated the Amendment
      Effective Date, and in form and substance satisfactory to the
      Administrative Agent (and the Borrower hereby instructs each such counsel
      to deliver such opinion to the Lenders and the Administrative Agent).

           (h) OPINION OF SPECIAL NEW YORK COUNSEL TO JPMCB. An opinion of
      Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to JPMCB,
      addressed to the Lenders and dated the Amendment Effective Date, in form
      and substance satisfactory to the Administrative Agent.

           (i) TOTAL LEVERAGE RATIO. A certificate, dated the Amendment
      Effective Date and signed by the Chief Financial Officer of the Borrower,
      as to the Total Leverage Ratio, determined as of the Amendment Effective
      Date on a Pro Forma Basis for the period of four consecutive complete
      fiscal quarters ended on or nearest to September 30, 2005 (after giving
      effect to the incurrence by the Borrower of the Indebtedness to be
      incurred as of the Amendment Effective Date and the application of
      proceeds thereof).

           (j) SOLVENCY CERTIFICATE. A solvency certificate, dated the Amendment
      Effective Date and signed by the Chief Financial Officer of the Borrower,
      certifying that, as of the Amendment Effective Date and after giving
      effect to the initial extension of credit hereunder and to the other
      transactions contemplated hereby, as to the matters set forth in Section
      7.17 hereof.

           (k) LIEN SEARCHES. The results of a recent search, by a Person
      reasonably satisfactory to the Administrative Agent, of Uniform Commercial
      Code lien filings in each relevant jurisdiction for the Obligors, and the
      results of such search shall reveal no liens on any of the Property of any
      of the Obligors except for Permitted Liens or Liens to be discharged on or
      prior to the Amendment Effective Date pursuant to documentation reasonably
      satisfactory to the Administrative Agent.

           (l) FEES AND EXPENSES. Evidence that the Lenders and the
      Administrative Agent shall have received payment of all fees and expenses
      required to be paid or reimbursed in

                                CREDIT AGREEMENT
<PAGE>
                                       55

      connection with the negotiation, preparation, execution and delivery of
      this Agreement and the other Credit Documents and the extensions of credit
      hereunder, including, without limitation, the reasonable fees and expenses
      of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to JPMCB
      (to the extent that statements for such fees and expenses have been
      delivered to the Borrower).

           (m) OTHER DOCUMENTS. The Administrative Agent shall have received
      such other certificates, opinions, documents and instruments relating to
      the transactions contemplated hereby as the Administrative Agent or
      special New York counsel to JPMCB may reasonably request.

           6.02 INITIAL AND SUBSEQUENT EXTENSIONS OF CREDIT. The obligation of
each Lender to make a Loan (including an Incremental Loan), and of each Issuing
Lender to issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

           (a) at the time of and immediately after giving effect to such Loan
      or the issuance, amendment, renewal or extension of such Letter of Credit,
      as applicable, no Default shall have occurred and be continuing; and

           (b) the representations and warranties of the Borrower set forth in
      this Agreement, and of each Obligor in each of the other Credit Documents
      to which it is a party, shall be true on and as of the date of such Loan
      or the date of issuance, amendment, renewal or extension of such Letter of
      Credit, as applicable (or, if any such representation and warranty is
      expressly stated to have been made as of a specific date, as of such
      specific date).

Each notice of borrowing or request for the issuance, extension, renewal or
amendment of a Letter of Credit by the Borrower hereunder shall be deemed to
constitute a certification to the effect set forth in the foregoing clauses (a)
and (b) (both as of the date of such notice or request and, unless the Borrower
otherwise notifies the Administrative Agent prior to the date of such borrowing,
issuance, extension, renewal or amendment, as of the date of such borrowing,
issuance, extension, renewal or amendment).


           Section 7. REPRESENTATIONS AND WARRANTIES. The Borrower represents
and warrants to each of the Lenders and the Administrative Agent that:

           7.01 CORPORATE EXISTENCE. Each of the Borrower and its Subsidiaries:
(a) is a corporation or limited liability company, as applicable, duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization (except as set forth in Schedule 7.01 hereto);
(b) has all requisite corporate or limited liability company power, as
applicable, and has all material governmental licenses, authorizations, consents
and approvals necessary, to own its assets and carry on its business as now
being or as proposed to be conducted; and (c) is qualified to do business in all
jurisdictions in which the nature of the business conducted by it makes such
qualification necessary and where failure so to qualify would (either
individually or in the aggregate) have a Material Adverse Effect.

                                CREDIT AGREEMENT
<PAGE>
                                       56

           7.02  FINANCIAL CONDITION.

           (a) The audited consolidated statements of income, shareholders'
equity and cash flows of the Borrower and its Subsidiaries for the fiscal years
ended on December 31, 2003 and December 31, 2004, and the related consolidated
balance sheet of the Borrower and its Subsidiaries as at the end of such years,
present fairly, in all material respects, the consolidated financial condition
and results of operations of the Borrower and its Subsidiaries as at the
respective dates of presentation specified therein and the consolidated results
of their operations for the respective periods of presentation specified
therein, all in accordance with GAAP applied on a consistent basis.

           (b) The unaudited consolidated statements of income and cash flows of
the Borrower and its Subsidiaries for the fiscal quarter and portion of the
fiscal year ended on September 30, 2005, and the related consolidated balance
sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter,
present fairly, in all material respects, the consolidated financial condition
and results of operations of the Borrower and its Subsidiaries as at the date of
presentation specified therein and the consolidated results of their operations
for the period of presentation specified therein, all in accordance with GAAP
applied on a consistent basis (subject to normal year-end audit adjustments).

           (c) Neither the Borrower nor any of its Subsidiaries had on December
31, 2004 any material contingent liabilities, liabilities for taxes, unusual
forward or long-term commitments or unrealized or anticipated losses from any
unfavorable commitments, except as referred to or reflected or provided for in
the consolidated balance sheet of the Borrower and its Subsidiaries as at said
date included in the financial statements referred to in paragraph (a) of this
Section 7.02.

           (d) Since December 31, 2004, there has been no event, development or
circumstance that, individually or in the aggregate, has had or would reasonably
be expected to have a Material Adverse Effect.

           7.03 LITIGATION. Except as described in Schedule 7.03 hereto, there
are no legal or arbitral proceedings or any proceedings by or before any
Governmental Authority, now pending or (to the knowledge of the Borrower)
threatened against the Borrower or any of its Subsidiaries which would
reasonably be expected to be adversely determined and, if so determined, would
reasonably be expected to have a Material Adverse Effect.

           7.04  NO BREACH.

           (a) The making and performance by the Borrower and each of its
Subsidiaries of the Credit Documents to which it is or is intended to be a party
will not conflict with or result in a breach of, or require any consent under,
(i) its charter, by-laws or other organizational documents, (ii) any applicable
law or regulation (including, without limitation, Regulation U or Regulation X)
in any material respect, or (iii) any judgment, order, writ, injunction or
decree of any court or Governmental Authority applicable to or binding on the
Borrower or any of its Subsidiaries, as the case may be.

                                CREDIT AGREEMENT
<PAGE>
                                       57

           (b) The making and performance by the Borrower and each of its
Subsidiaries of each of the Credit Documents to which it is or is intended to be
a party as contemplated hereby will not (i) conflict with or result in a breach
of in any material respect, require any consent under, or constitute a default
in any material respect under, (x) any material indenture, loan agreement or
other agreement or instrument providing for or evidencing any Indebtedness or
(y) any other material agreement or instrument, in each case to which the
Borrower or any of its Subsidiaries is a party or by which it is bound or to
which it is subject or (ii) result in, or require, the creation or imposition of
any Lien (other than the Liens created by the Security Documents) upon any of
its Properties pursuant to the terms of any such agreement or instrument, in the
case of the agreements or instruments under the clause (y) above only that would
reasonably be expected to have a Material Adverse Effect.

           7.05 CORPORATE ACTION. The Borrower and each of its Subsidiaries has
all necessary corporate or limited liability company power and authority, as
applicable, to execute, deliver and perform its obligations under each of the
Credit Documents to which it is or is intended to be a party and the execution,
delivery and performance thereof by the Borrower and each of its Subsidiaries
has been duly authorized by all necessary corporate and limited liability
company action, as applicable, on its part; and this Agreement has been duly and
validly executed and delivered by the Borrower and constitutes, and each of the
other Credit Documents to which the Borrower and each of its Subsidiaries is
intended to be a party when executed and delivered by it will constitute, its
legal, valid and binding obligation, enforceable in accordance with its terms,
except as the same may be limited by (a) bankruptcy, insolvency, reorganization,
moratorium or similar laws of general applicability affecting the enforcement of
creditors' rights and (b) general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).

           7.06 APPROVALS. No authorizations, approvals or consents of, and no
filings or registrations with, any Governmental Authority are necessary for the
execution, delivery or performance by the Borrower and each of its Subsidiaries
of the Credit Documents to which it is or is intended to be a party or for the
validity or enforceability thereof except for the authorizations, approvals,
consents, filings and/or registrations listed or described in Schedule 7.06
hereto (each of which has been obtained or made and is in full force and effect,
except as specified in said Schedule 7.06, and true and complete copies of which
have been furnished to the Administrative Agent).

           7.07 MARGIN STOCK. Neither the Borrower nor any of its Subsidiaries
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose, whether immediate, incidental or ultimate,
of buying or carrying Margin Stock and no part of the proceeds of any Loan
hereunder will be used to buy or carry any Margin Stock. Neither the making of
any Loan hereunder, nor the use of any of the proceeds thereof, will violate or
be inconsistent with the provisions of Regulation U or Regulation X.

           7.08 ERISA. The Borrower and the ERISA Affiliates have fulfilled
their respective obligations under the minimum funding standards of ERISA and
the Code with respect to each Plan in all material respects and have not
incurred any material unsatisfied liability to the PBGC or any Plan or
Multiemployer Plan (other than an obligation to fund or

                                CREDIT AGREEMENT

<PAGE>
                                       58

make contributions to any such Plan in accordance with its terms and in the
ordinary course of business or an obligation to pay premiums when due).

           7.09 TAXES. The Borrower and its Subsidiaries have filed all United
States Federal income tax returns and all other material tax returns which are
required to be filed by them and has paid and will pay all taxes due pursuant to
such returns or pursuant to any assessment received by the Borrower or any of
its Subsidiaries, except for any such tax the payment of which is being
contested in good faith and by proper proceedings and against which adequate
reserves are being maintained in accordance with GAAP. The charges, accruals and
reserves on the books of the Borrower and its Subsidiaries in respect of taxes
and other governmental charges are, in the opinion of the Borrower, adequate.

           7.10 INVESTMENT COMPANY ACT. Neither the Borrower nor any of its
Subsidiaries is an "investment company", or a company "controlled" by an
"investment company", within the meaning of the Investment Company Act of 1940,
as amended.

           7.11 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower nor any
of its Subsidiaries is a "holding company", or an "affiliate" of a "holding
company" or a "subsidiary company" of a "holding company", within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

           7.12 COMPLIANCE WITH LAWS. The Borrower and each of its Subsidiaries
is in compliance with, and has obtained all permits, licenses and other
authorizations which are required under, all applicable Federal, state and local
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements and other
governmental restrictions, except to the extent failure so to comply, or to
obtain any such permit, license or authorization, would not, individually or in
the aggregate, have a Material Adverse Effect.

           7.13 DISCLOSURE. To the knowledge of the Borrower and its
Subsidiaries, no information, report, financial statement, exhibit, schedule or
disclosure letter furnished in writing by or on behalf of the Borrower or any of
its Subsidiaries (and, for purposes of this representation and warranty made as
of the Amendment Effective Date only, relating to the Borrower and its
Subsidiaries immediately prior to the Amendment Effective Date) to the
Administrative Agent or any Lender in connection with the negotiation,
preparation or delivery of this Agreement and the other Credit Documents or
included therein or delivered pursuant thereto (including, without limitation,
the Confidential Information Memorandum dated January 2006 with respect to the
facilities provided herein) contains any untrue statement of material fact or
omits or omitted to state any material fact necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; PROVIDED that, with respect to projected financial information, the
Borrower represents only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time made (it being understood
that such information is subject to inherent uncertainties and contingencies,
and that no assurances can be given by the Borrower that any projections will be
realized). All written information furnished after the date hereof by the
Borrower and its Subsidiaries to the Administrative Agent and the Lenders in
connection with this Agreement and the other Credit Documents and the
transactions contemplated hereby and thereby will, to the knowledge of the

                                CREDIT AGREEMENT

<PAGE>
                                       59

Borrower and its Subsidiaries, be true and accurate in every material respect;
PROVIDED that, with respect to projected financial information, the Borrower
represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time (it being understood that such
information is subject to inherent uncertainties and contingencies, and that no
assurances can be given by the Borrower that any projections will be realized).
There is no fact (other than matters of a general economic nature) known to the
Borrower or any of its Subsidiaries that would have a Material Adverse Effect
that has not been disclosed herein, in the other Credit Documents or in a
report, financial statement, exhibit, schedule, disclosure letter or other
writing furnished to the Lenders for use in connection with the transactions
contemplated hereby.

           7.14 SECURITY DOCUMENTS. Each Security Document will create in favor
of the Administrative Agent, for the ratable benefit of the Lenders, a legal,
valid, enforceable and perfected security interest in all right, title and
interest of the Obligors party thereto in the collateral described therein,
subject to no other Lien, except for Permitted Liens and except as expressly set
forth therein; PROVIDED that with respect to such security interest in such
collateral the perfection of which requires the filing of a financing statement,
such perfection will occur only after the financing statements (which financing
statements are referred to in Section 6.01(d) hereof) have been properly filed
in the relevant state and office.

           7.15 ASSETS OF THE BORROWER. Each of the Borrower and its
Subsidiaries has good and marketable title in fee simple to, or valid and
subsisting leasehold interests in, all its real Property, and good and
marketable title to all of its other Properties, free and clear of Liens (other
than Permitted Liens), other than with respect to any such Property that is not
material to the business of the Borrower and its Subsidiaries taken as a whole.

           7.16 MATERIAL AGREEMENTS. Neither the Borrower nor any of its
Subsidiaries is (a) a party to any agreement or instrument or subject to any
corporate restriction which has or would reasonably be expected to have a
Material Adverse Effect or (b) in default under any agreement or instrument to
which any of them is a party or by which any of them is bound or to which any of
them is subject in any manner which would reasonably be expected, individually
or in the aggregate, to have a Material Adverse Effect.

           7.17 SOLVENCY. After giving effect to the transactions contemplated
hereby and the making of the Loans and other extensions of credit hereunder:

           (a) the fair salable value of the assets of the Borrower and each of
      its Subsidiaries exceeds and will, immediately following the making of
      each Loan and other extension of credit hereunder, exceed the amount which
      will be required to be paid on or in respect of its existing debts and
      other liabilities as they mature;

           (b) neither the Borrower nor any of its Subsidiaries has, or will
      have, immediately following the making of each Loan and other extension of
      credit hereunder, unreasonably small capital to carry out its business as
      conducted or as proposed to be conducted; and

                                CREDIT AGREEMENT
<PAGE>
                                       60

           (c) neither the Borrower nor any of its Subsidiaries intends to, or
      believes that it will, incur debts beyond its ability to pay such debts as
      they mature.

           7.18 LABOR MATTERS. Neither the Borrower nor any of its Subsidiaries
has experienced any strike, labor dispute, slow down or work stoppage due to
labor disagreements which has had (during the period of five years prior to the
date hereof) or would have or is continuing to have a Material Adverse Effect.

           7.19 ENVIRONMENTAL MATTERS. The Borrower and each of its Subsidiaries
have obtained all permits, licenses and other authorizations which are required
under all Environmental Laws, except to the extent failure to have any such
permit, license or authorization would not, individually or in the aggregate,
have a Material Adverse Effect. The Borrower and each of its Subsidiaries are in
compliance with the terms and conditions of all such permits, licenses and
authorizations, and are also in compliance with all other limitations,
restrictions, conditions, standards, prohibitions, requirements, obligations,
schedules and timetables contained in any applicable Environmental Law or in any
regulation, code, plan, order, decree, judgment, injunction, notice or demand
letter issued, entered, promulgated or approved thereunder, except to the extent
failure to comply would not, individually or in the aggregate, have a Material
Adverse Effect.

           In addition, except as set forth in Schedule 7.19 hereto:

           (a) No notice, notification, demand, request for information,
      citation, summons or order has been issued, no complaint has been filed,
      no penalty has been assessed and no investigation or review is pending or,
      to the knowledge of the Borrower and its Subsidiaries, threatened by any
      Person with respect to any alleged failure by the Borrower or any of its
      Subsidiaries to have any permit, license or authorization required in
      connection with the conduct of the business of the Borrower or any of its
      Subsidiaries or with respect to any generation, treatment, storage,
      recycling, transportation, use, disposal or Release of any Hazardous
      Materials generated by the Borrower or any of its Subsidiaries.

           (b) To the knowledge of the Borrower and its Subsidiaries, neither
      the Borrower nor any of its Subsidiaries has handled any Hazardous
      Material, other than as a generator or user of Hazardous Materials, on any
      property now or previously owned or leased by the Borrower or any of its
      Subsidiaries to an extent that it has, or would reasonably be expected to
      have, a Material Adverse Effect and to the knowledge of the Borrower and
      its Subsidiaries:

                (i) no polychlorinated biphenyls are present at any property
           currently owned or any premises currently leased by the Borrower or
           any of its Subsidiaries;

                (ii) no friable asbestos is present at any property currently
           owned or any premises currently leased by the Borrower or any of its
           Subsidiaries;

                                CREDIT AGREEMENT
<PAGE>
                                       61

                (iii) no underground storage tanks for Hazardous Materials,
           active or abandoned, are now or were previously owned or operated by
           the Borrower or any of its Subsidiaries at any property currently
           owned by the Borrower or any of its Subsidiaries, and, with respect
           to premises currently leased by the Borrower or any of its
           Subsidiaries, no underground storage tanks for Hazardous Materials,
           active or abandoned, are now or were previously operated by the
           Borrower or any of its Subsidiaries, except for certain tanks used
           for the storage of heating oil or unleaded gasoline;

                (iv) no Hazardous Materials have been Released, in a reportable
           quantity, where such a quantity has been established by statute,
           ordinance, rule, regulation or order, at, on or under any property
           now or previously owned by the Borrower or any of its Subsidiaries;
           and

                (v) no Hazardous Materials have been otherwise Released at, on
           or under any property now or previously owned or any premises now or
           currently leased by the Borrower or any of its Subsidiaries to an
           extent that it has, or would reasonably be expected to have, a
           Material Adverse Effect.

           (c) To the knowledge of the Borrower, neither the Borrower nor any of
      its Subsidiaries has transported or arranged for the transportation of any
      Hazardous Material to any location that is listed on the National
      Priorities List ("NPL") under the Comprehensive Environmental Response,
      Compensation and Liability Act of 1980, as amended ("CERCLA"), listed for
      possible inclusion on the NPL by the Environmental Protection Agency in
      the Comprehensive Environmental Response and Liability Information System,
      as provided for by 40 C.F.R. ss. 300.5 ("CERCLIS"), or on any similar
      state or local list or that is the subject of Federal, state or local
      enforcement actions or other investigations that may lead to Environmental
      Claims against the Borrower or any of its Subsidiaries.

           (d) No Hazardous Material generated by the Borrower or any of its
      Subsidiaries has been recycled, treated, stored, disposed of or Released
      by the Borrower or any of its Subsidiaries at any location other than
      those listed in Schedule 7.19 hereto, except for (i) certain tanks used
      for the storage of heating oil or unleaded gasoline and (ii) any such
      recycling, treatment, storage, disposal or Release in the ordinary course
      of business and in material compliance with applicable Environmental Laws.

           (e) No written or, to the knowledge of the Borrower and its
      Subsidiaries, oral notification of a material Release of a Hazardous
      Material has been filed by or on behalf of the Borrower or any of its
      Subsidiaries where such Release has not been fully corrected and resolved
      to the satisfaction of the relevant Governmental Authority, and no
      property now, or to the knowledge of the Borrower previously, owned or
      premises leased by the Borrower or any of its Subsidiaries is listed or
      proposed for listing on the National Priorities list promulgated pursuant
      to CERCLA, on CERCLIS or on any similar state list of sites requiring
      investigation or clean-up.

                                CREDIT AGREEMENT
<PAGE>
                                       62

           (f) There are no Liens arising under or pursuant to any Environmental
      Laws on any of the property owned or premises leased by the Borrower or
      any of its Subsidiaries, and no government actions have been taken or are
      in process which would subject any of such property to such Liens and
      neither the Borrower nor any of its Subsidiaries would be required to
      place any notice or restriction relating to the presence of Hazardous
      Materials at any property owned by it in any deed to such property.

           (g) Neither the Borrower nor any of its Subsidiaries has retained or
      assumed any liabilities (contingent or otherwise) which have, or would
      reasonably be expected to have, a Material Adverse Effect in respect of
      any Environmental Claims (i) under the terms of any contract or agreement
      currently in effect or (ii) by operation of law as a result of the sale of
      assets or stock.

           (h) There have been no environmental investigations, studies, audits,
      tests, reviews or other analyses conducted by or which are in the
      possession of the Borrower or any of its Subsidiaries in relation to any
      property or facility now or previously owned or leased by the Borrower or
      any of its Subsidiaries which have not been made available to the Lenders.

           7.20 SUBSIDIARIES, ETC. Schedule 7.20 hereto sets forth as of the
Amendment Effective Date a complete and correct list of all Subsidiaries of the
Borrower (and the respective jurisdiction of incorporation of each such
Subsidiary) and of all Investments held by the Borrower or any of its
Subsidiaries in any joint venture or other Person. Except as otherwise specified
in said Schedule 7.20 and except for the Liens created by the Security
Documents, the Borrower owns, free and clear of Liens, all outstanding shares of
each such Subsidiary (and each such Subsidiary owns, free and clear of Liens,
all outstanding shares of its Subsidiaries) and all such shares are validly
issued, fully paid and non-assessable and the Borrower (or the respective
Subsidiary) also owns, free and clear of Liens, all such Investments. None of
the Immaterial Subsidiaries of the Borrower has any Indebtedness or other
obligations (contingent or otherwise) which, if such Immaterial Subsidiary
failed to pay or perform the same, would, individually or in the aggregate, have
a Material Adverse Effect. As of the Amendment Effective Date, except as set
forth in said Schedule 7.20, (x) there are no outstanding Equity Rights with
respect to any Subsidiary and (y) there are no outstanding obligations of the
Borrower or any of its Subsidiaries to repurchase, redeem, or otherwise acquire
any shares of Capital Stock of the Borrower or any of its Subsidiaries nor are
there any outstanding obligations of the Borrower or any of its Subsidiaries to
make payments to any Person, such as "phantom stock" payments, where the amount
thereof is calculated with reference to the fair market value or equity value of
the Borrower or any of its Subsidiaries.

           7.21 INTELLECTUAL PROPERTY. The Borrower and its Subsidiaries own or
possess, or have a valid license or sub-license in, all domestic and foreign
letters patent, patents, patent applications, patent and know-how licenses,
inventions, technology, permits, trademark registrations and applications,
trademarks, trade names, trade secrets, service marks, copyrights, product
designs, applications, formulae, processes, circulation and other lists of
subscribers or purchasers of newspapers and the industrial property rights
("PROPRIETARY RIGHTS") used or necessary in the operation of its businesses in
the manner in which they are currently being conducted, except where the failure
to do so would not reasonably be expected, individually or in

                                CREDIT AGREEMENT

<PAGE>
                                       63

the aggregate, to have a Material Adverse Effect. Neither the Borrower nor any
of its Subsidiaries is aware of any existing or threatened infringement or
misappropriation of any proprietary rights of others by the Borrower or any of
its Subsidiaries or of any proprietary rights of the Borrower or any of its
Subsidiaries by others which would reasonably be expected, individually or in
the aggregate, to have a Material Adverse Effect.

           Section 8. COVENANTS OF THE BORROWER. So long as any of the
Commitments are in effect and until payment in full of the principal of and
interest on all Loans, the reimbursement of all LC Disbursements and all other
amounts payable by the Borrower hereunder and the termination or expiration of
all Letters of Credit:

           8.01  FINANCIAL STATEMENTS, ETC.  The Borrower shall furnish to the
Administrative Agent:

           (a) as soon as available and in any event within 50 days after the
      end of each of the first three fiscal quarters of each fiscal year of the
      Borrower, consolidated and consolidating statements of income of the
      Borrower and its Subsidiaries for such fiscal quarter and for the period
      from the beginning of the respective fiscal year to the end of such fiscal
      quarter, and the related consolidated and consolidating balance sheets of
      the Borrower and its Subsidiaries as at the end of such fiscal quarter,
      setting forth (in the case of such consolidated statements of income) in
      comparative form the corresponding consolidated figures for the
      corresponding fiscal quarter in the preceding fiscal year and (in the case
      of such consolidated balance sheet) in comparative form the corresponding
      consolidated balance sheet figures as at the end of the corresponding
      fiscal quarter in the preceding fiscal year, accompanied by a certificate
      of a Senior Officer, which certificate shall state that said financial
      statements present fairly, in all material respects, the financial
      condition and results of operations of the Borrower and its Subsidiaries
      in accordance with GAAP, consistently applied, as at the end of, and for,
      the relevant period (subject to normal year-end audit adjustments);

           (b) as soon as available and in any event within 100 days after the
      end of each fiscal year of the Borrower, audited consolidated statements
      of income, shareholders' equity and cash flows of the Borrower and its
      Subsidiaries and unaudited consolidating statements of income of the
      Borrower and its Subsidiaries for such year, and the related consolidated
      and consolidating balance sheet of the Borrower and its Subsidiaries as at
      the end of such year, setting forth in each case in comparative form the
      corresponding figures for the preceding fiscal year, and accompanied by
      (i) an opinion on such consolidated financial statements of independent
      certified public accountants of recognized national standing, which
      opinion shall state that said financial statements present fairly, in all
      material respects, the consolidated financial condition and results of
      operations of the Borrower and its Subsidiaries as at the end of, and for,
      such fiscal year, and a certificate of such accountants stating that, in
      making the examination necessary for their opinion, they obtained no
      knowledge, except as specifically stated, of any Default and (ii) a
      certificate of a Senior Officer, which certificate shall state that such
      consolidating financial statements present fairly, in all material
      respects, the consolidating financial condition and results of operations
      of the Borrower and its

                                CREDIT AGREEMENT

<PAGE>
                                       64

      Subsidiaries in accordance with GAAP, consistently applied, as at the end
      of, and for, such fiscal year;

           (c) promptly upon their becoming available, furnish all registration
      statements and periodic and other reports, proxy statements and other
      materials filed by the Borrower or any of its Subsidiaries with the
      Securities and Exchange Commission, or any Governmental Authority
      succeeding to any or all of the functions of said Commission, or with any
      national securities exchange, or distributed to the public shareholders,
      if any, of the Borrower or any of its Subsidiaries generally; PROVIDED
      that the Borrower need not furnish any such reports and other materials to
      the Administrative Agent to the extent the same is available on the web
      site of the Borrower or the EDGAR system;

           (d) promptly after the Borrower knows or has reason to believe that
      any of the events or conditions specified below with respect to any Plan
      or Multiemployer Plan has occurred or exists, a statement signed by a
      senior financial officer of the Borrower setting forth details respecting
      such event or condition and the action, if any, that the Borrower or its
      ERISA Affiliate proposes to take with respect thereto (and a copy of any
      report or notice required to be filed with or given to PBGC by the
      Borrower or an ERISA Affiliate with respect to such event or condition):

                (i) any reportable event, as defined in Section 4043(b) of ERISA
           and the regulations issued thereunder, with respect to a Plan, as to
           which PBGC has not by regulation waived the requirement of Section
           4043(a) of ERISA that it be notified within 30 days of the occurrence
           of such event (PROVIDED that a failure to meet the minimum funding
           standard of Section 412 of the Code or Section 302 of ERISA,
           including, without limitation, the failure to make on or before its
           due date a required installment under Section 412(m) of the Code or
           Section 302(e) of ERISA, shall be a reportable event regardless of
           the issuance of any waivers in accordance with Section 412(d) of the
           Code); and any request for a waiver under Section 412(d) of the Code
           for any Plan;

                (ii) (x) the distribution under Section 4041 of ERISA of a
           notice of intent to terminate any Plan or (y) any action taken by the
           Borrower or an ERISA Affiliate which would reasonably be expected to
           result in a material liability under Title IV of ERISA (other than
           for premiums paid to the PBGC in the ordinary course);

                (iii) the institution by PBGC of proceedings under Section 4042
           of ERISA for the termination of, or the appointment of a trustee to
           administer, any Plan, or the receipt by the Borrower or any ERISA
           Affiliate of a notice from a Multiemployer Plan that such action has
           been taken by PBGC with respect to such Multiemployer Plan;

                (iv) the complete or partial withdrawal from a Multiemployer
           Plan by the Borrower or any ERISA Affiliate that results in liability
           under Section 4201 or 4204 of ERISA (including the obligation to
           satisfy any secondary liability as a result of a purchaser default)
           or the receipt by the Borrower or any ERISA


                                CREDIT AGREEMENT

<PAGE>
                                       65


           Affiliate of notice from a Multiemployer Plan that it is in
           reorganization or insolvency pursuant to Section 4241 or 4245 of
           ERISA or that it intends to terminate or has terminated under Section
           4041A of ERISA;

                (v) the institution of a proceeding by a fiduciary of any
           Multiemployer Plan against the Borrower or any ERISA Affiliate to
           enforce Section 515 of ERISA, which proceeding is not dismissed
           within 30 days; and

                (vi) the adoption of an amendment to any Plan that, pursuant to
           Section 401(a)(29) of the Code or Section 307 of ERISA, would result
           in the loss of tax-exempt status of the trust of which such Plan is a
           part if the Borrower or an ERISA Affiliate fails to timely provide
           security to the Plan in accordance with the provisions of said
           Sections;

           (e) promptly after the Borrower knows or has reason to know that any
      Default has occurred, a notice (which notice shall state that it is a
      "Notice of Default") of such Default describing the same in reasonable
      detail and, together with such notice or as soon thereafter as possible, a
      description of the action taken and proposed to be taken with respect
      thereto;

           (f) promptly upon receipt thereof, a copy of any notice, filing,
      claim or other document received by the Borrower in respect of any
      Subordinated Debt or Convertible Debt of the Borrower the effect of which
      would reasonably be expected, individually or in the aggregate, to have a
      Material Adverse Effect;

           (g) promptly after the occurrence thereof, notice of any strike,
      labor dispute, slow down or work stoppage due to a labor disagreement (or
      any material development regarding any thereof) affecting the Borrower or
      any of its Subsidiaries which would reasonably be expected, individually
      or in the aggregate, to have a Material Adverse Effect;

           (h) promptly upon obtaining actual knowledge of any claim, demand,
      action, event, condition or report or investigation involving any
      potential or actual liability of the Borrower or any of its Subsidiaries
      arising in connection with (i) any noncompliance with or violation of the
      requirements of any Environmental Law which would reasonably be expected,
      individually or in the aggregate, to have a Material Adverse Effect or
      (ii) a Release or threatened Release of any Hazardous Materials into the
      environment which would reasonably be expected, individually or in the
      aggregate, to have a Material Adverse Effect or which Release the Borrower
      or one of its Subsidiaries would have a duty to report to a Governmental
      Authority under any Environmental Law and which Release would reasonably
      be expected, individually or in the aggregate, to have a Material Adverse
      Effect, a notice describing the same in reasonable detail; and

           (i) from time to time such other information as the Administrative
      Agent or any Lender (through the Administrative Agent) may reasonably
      request.

                                CREDIT AGREEMENT
<PAGE>
                                       66

The Borrower will furnish to the Administrative Agent, each time it furnishes
financial statements pursuant to clause (a) or (b) of this Section 8.01, a
Compliance Certificate, duly completed and executed by a Senior Officer (i) to
the effect that no Default has occurred and is continuing (or, if any Default
has occurred and is continuing, describing the same in reasonable detail and
describing the action taken and proposed to be taken with respect thereto) and
(ii) setting forth in reasonable detail the computations necessary to determine
whether the Borrower is in compliance with each of the covenants specified in
such Compliance Certificate as of the end of the respective fiscal quarter or
fiscal year.

           8.02 LITIGATION. The Borrower will promptly give to each Lender
notice of all legal or arbitral proceedings, and of all proceedings by or before
any Governmental Authority, and any material development in respect of such
legal or other proceedings, affecting the Borrower or any of its Subsidiaries,
except proceedings which, if adversely determined, would not reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect.

           8.03  CORPORATE EXISTENCE, ETC.  The Borrower will, and will cause
each of its Subsidiaries to:

           (a) preserve and maintain its corporate existence and all of its
      material rights, privileges and franchises (PROVIDED that nothing in this
      Section 8.03 shall prohibit any transaction expressly permitted by Section
      8.05 hereof);

           (b) comply with the requirements of all applicable laws, rules,
      regulations and orders of Governmental Authorities if failure to comply
      with such requirements would reasonably be expected, individually or in
      the aggregate, to have a Material Adverse Effect;

           (c) pay and discharge all taxes, assessments and governmental charges
      or levies imposed on it or on its income or profits or on any of its
      Property prior to the date on which penalties attach thereto, except for
      any such tax, assessment, charge or levy the payment of which is being
      contested in good faith and by proper proceedings and against which
      adequate reserves are being maintained in accordance with GAAP or except
      to the extent such taxes, assessments, charges and levies do not exceed
      $1,000,000 (as to the Borrower and its Subsidiaries) in the aggregate;

           (d) maintain all of its Property used or useful in its business in
      good working order and condition, ordinary wear and tear excepted; and

           (e) keep proper books of record and account in which true and correct
      entries shall be made of all dealings and transactions in relation to its
      business and activities, and permit representatives of any Lender or the
      Administrative Agent, during normal business hours, to examine, copy and
      make extracts from its books and records, to inspect its Properties, and
      to discuss its business and affairs with its officers and independent
      public accountants (and by this provision the Borrower authorizes said
      accountants to discuss the business and affairs of the Borrower with such
      representatives), all to the extent reasonably requested by such Lender or
      the Administrative Agent, as the case may be.

                                CREDIT AGREEMENT
<PAGE>
                                       67

           8.04  INSURANCE.

           (a) The Borrower will, and will cause each of its Subsidiaries to,
keep insured by financially sound and reputable insurers all Property of a
character usually insured by corporations engaged in the same or similar
business similarly situated against loss or damage of the kinds and in the
amounts customarily insured against by such corporations and carry such other
insurance as is usually carried by such corporations. Each policy of property
insurance required to be maintained by the Borrower and its Subsidiaries under
this Section 8.04 shall name the Administrative Agent as loss payee or
additional insured (but only to the extent that any single loss shall exceed
$100,000 (as to the Borrower and its Subsidiaries)) and shall provide that it
will not be canceled or reduced, or allowed to lapse without renewal, except
after not less than 30 days' written notice to the Administrative Agent, nor by
any occupancy or use of any Property for purposes more hazardous than permitted
by such policy nor by any foreclosure or other proceedings relating to such
Property. The Borrower will advise the Administrative Agent promptly of any
policy cancellation, reduction or material amendment.

           (b) After the Amendment Effective Date, upon the request of the
Administrative Agent at any time or from time to time, not later than 15
Business Days prior to the termination or expiry date of any insurance required
to be maintained by the Borrower hereunder the Borrower shall deliver to the
Administrative Agent certificates of insurance evidencing that such insurance
has been renewed, subject only to the payment of premiums as they become due. In
addition, the Borrower will not modify in any material respect any of the
provisions of any policy with respect to casualty or liability insurance without
delivering the original copy of the endorsement reflecting such modification to
the Administrative Agent and, if required by the Administrative Agent in
writing, accompanied by a written report of any firm of independent insurance
brokers of nationally recognized standing, stating that, in their opinion, such
policy (as so modified) adequately protects the interests of the Lenders and the
Administrative Agent, is in compliance with the provisions of this Section 8.04
and is comparable in all respects with insurance carried by responsible owners
and operators of similar Properties. The Borrower shall not obtain or carry
separate insurance concurrent in form or contributing in the event of loss with
that required by this Section 8.04 unless the Administrative Agent is the named
insured thereunder, with loss payable as provided herein (but only to the extent
any single loss thereunder shall exceed $100,000 (as to the Borrower and its
Subsidiaries)). The Borrower shall immediately notify the Administrative Agent
whenever any such separate insurance is obtained and shall deliver to the
Administrative Agent certificates of insurance evidencing the same.

           8.05  PROHIBITION OF FUNDAMENTAL CHANGES.

           (a) The Borrower will not, nor will the Borrower permit any of its
Subsidiaries to, enter into any transaction of merger or consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), except that:

           (i) any Subsidiary of the Borrower may be merged or consolidated with
      or into (x) the Borrower, if the Borrower shall be the continuing or
      surviving corporation, or (y) any other Subsidiary of the Borrower;
      PROVIDED that (x) if any such transaction shall be between a Subsidiary of
      the Borrower and a Wholly Owned Subsidiary of the

                                CREDIT AGREEMENT

<PAGE>
                                       68

      Borrower, the Wholly Owned Subsidiary shall be the continuing or surviving
      entity and if any such transaction shall be between a Subsidiary of the
      Borrower that is a Subsidiary Guarantor and a Subsidiary of the Borrower
      that is not a Subsidiary Guarantor, the Subsidiary that is a Subsidiary
      Guarantor shall be the continuing or surviving entity and (y) if any such
      merger or consolidation involves any Immaterial Subsidiary and another
      Subsidiary that is not an Immaterial Subsidiary, the continuing or
      surviving entity thereof shall not be an Immaterial Subsidiary for
      purposes of this Agreement; and

           (ii) the Capital Stock of each Immaterial Subsidiary of the Borrower
      may be Disposed of and each such Immaterial Subsidiary may be liquidated,
      wound-up or dissolved.

           (b) The Borrower will not, nor will the Borrower permit any of its
Subsidiaries to, acquire any business or assets from, or any Capital Stock of,
or be a party to any Acquisition of, any Person other than:

           (i) purchases by the Borrower or any of its Subsidiaries in the
      ordinary course of business of inventory and other assets to be sold or
      used in the ordinary course of business;

           (ii) Investments permitted by Section 8.08 hereof;

           (iii) Capital Expenditures made as permitted by Section 8.10 hereof;

           (iv) Acquisitions by the Borrower or any of its Subsidiaries of
      Newspapers in the United States, PROVIDED that (x) no Acquisition of any
      Newspaper may be made pursuant to this clause (v) if, after giving effect
      thereto, either (A) cash flow attributable to such Newspaper's commercial
      printing business, if any, would have contributed more than 15% of Cash
      Flow of the Borrower and its Subsidiaries (calculated on a Pro Forma Basis
      after giving effect to such Acquisition) for the period of 12 consecutive
      complete fiscal months ended on, or most recently ended prior to, the date
      of the consummation of such Acquisition or (B) cash flow attributable to
      newspapers, other publications including magazines, guides and directories
      (whether in print or electronic form), and their related publications,
      mail products, services and other businesses (including, without
      limitation, proprietary information databases, on-line ventures and
      audiotext) and any other related activities, if any, would have
      contributed less than 50% of Cash Flow of the Borrower and its
      Subsidiaries (calculated on a Pro Forma Basis after giving effect to such
      Acquisition) for the period of 12 consecutive complete fiscal months ended
      on, or most recently ended prior to, the date of the consummation of such
      Acquisition, (y) no Default shall have occurred and be continuing or would
      occur after giving effect to such Acquisition and (z) prior to or within
      90 days after the consummation of any such Acquisition that is a
      Significant Acquisition, the Administrative Agent shall have received a
      certificate of a Senior Officer certifying as to the foregoing and
      containing calculations, in form and detail satisfactory to the
      Administrative Agent, demonstrating in reasonable detail compliance with
      this clause (iv) and Sections 8.07 and 8.11 hereof (calculated on a Pro
      Forma Basis immediately after giving effect to such Acquisition);

                                CREDIT AGREEMENT
<PAGE>
                                       69

           (v) Acquisitions by the Borrower or any of its Subsidiaries of
      Newspapers outside of the United States and Acquisitions of non-Newspaper
      Properties, PROVIDED that (x) no such Acquisition may be made pursuant to
      this clause (vi) if, after giving effect thereto, either (A) cash flow
      attributable to the Properties so Acquired, if any, would have contributed
      more than 25% of Cash Flow of the Borrower and its Subsidiaries
      (calculated on a Pro Forma Basis after giving effect to such Acquisition)
      for the period of 12 consecutive complete fiscal months ended on, or most
      recently ended prior to, the date of the consummation of such Acquisition
      or (B) cash flow attributable to newspapers, other publications including
      magazines, guides and directories (whether in print or electronic form),
      and their related publications, mail products, services and other
      businesses (including, without limitation, proprietary information
      databases, on-line ventures and audiotext) and any other related
      activities, if any, would have contributed less than 50% of Cash Flow of
      the Borrower and its Subsidiaries (calculated on a Pro Forma Basis after
      giving effect to such Acquisition) for the period of 12 consecutive
      complete fiscal months ended on, or most recently ended prior to, the date
      of the consummation of such Acquisition, (y) no Default shall have
      occurred and be continuing or would occur after giving effect to such
      Acquisition and (z) prior to or within 90 days after the consummation of
      any such Acquisition that is a Significant Acquisition, the Administrative
      Agent shall have received a certificate of a Senior Officer certifying as
      to the foregoing and containing calculations, in form and detail
      satisfactory to the Administrative Agent, demonstrating in reasonable
      detail compliance with this clause (v) and Sections 8.07 and 8.11 hereof
      (calculated on a Pro Forma Basis immediately after giving effect to such
      Acquisition); and

           (vi) the Borrower and each of its Subsidiaries may acquire any
      business or assets from, or any Capital Stock of, or be a party to any
      Acquisition of, each other.

           (c) The Borrower will not, nor will the Borrower permit any of its
Subsidiaries to, Dispose of any of its Property or business (including, without
limitation, any Capital Stock of any such Subsidiary, receivables and leasehold
interests), whether now owned or hereafter acquired, except:

           (i) any inventory or other assets Disposed of in the ordinary course
      of business;

           (ii) obsolete or worn-out property, tools or equipment no longer used
      or useful in its ordinary course of business;

           (iii) any Disposition of other assets of the Borrower or any of its
      Subsidiaries Disposed for fair market value so long as (w) the aggregate
      fair market value of all assets Disposed of by the Borrower and its
      Subsidiaries (A) during any fiscal year does not exceed 15% of Cash Flow
      of the Borrower and its Subsidiaries for such fiscal year or (B) after the
      Original Effective Date does not exceed 40% of cumulative Cash Flow of the
      Borrower and its Subsidiaries for the period from the Original Effective
      Date through the end of the fiscal quarter ended on, or most recently
      ended prior to, the date of the consummation of such Disposition, (x)
      after giving effect to such Disposition, Cash Flow attributable to
      newspapers, other publications including magazines, guides and directories
      (whether in print or electronic form), and their related publications,
      mail products,

                                CREDIT AGREEMENT

<PAGE>
                                       70

      services and other businesses (including, without limitation, proprietary
      information databases, on-line ventures and audiotext) and any other
      related activities, if any, would have contributed at least 50% of Cash
      Flow of the Borrower and its Subsidiaries (calculated on a Pro Forma Basis
      after giving effect to such Disposition) for the period of 12 consecutive
      complete fiscal months ended on, or most recently ended prior to, the date
      of the consummation of such Disposition, (y) no Default shall have
      occurred and be continuing or would occur after giving effect to such
      Disposition and (z) prior to or within 90 days after the consummation of
      any such Disposition that is a Significant Disposition, the Administrative
      Agent shall have received a certificate of a Senior Officer certifying as
      to the foregoing and containing calculations, in form and detail
      satisfactory to the Administrative Agent, demonstrating compliance with
      this clause (iii) and Sections 8.07 and 8.11 hereof (calculated on a Pro
      Forma Basis immediately after giving effect to such Disposition);

           (iv) assets of the Borrower or any of its Subsidiaries consisting of
      cash, Cash Equivalents and Inter-company Notes (as defined in the Security
      Agreement) Disposed of by the Borrower or any of its Subsidiaries to each
      other;

           (v) the Borrower and its Subsidiaries may Dispose of any of its
      Property or business (including, without limitation, any Capital Stock of
      any of such Person's Subsidiaries, receivables and leasehold interests),
      whether now owned or hereafter acquired, to each other;

           (vi) any Disposition for fair market value by the Borrower or any of
      its Subsidiaries of (x) the Capital Stock of any of their respective
      Subsidiaries substantially all of the business of which consists of the
      sale, development, installation and/or maintenance of computer hardware or
      software or of any of the assets of any such Subsidiary or (y) any of the
      assets of any such Subsidiary used in its commercial printing activities
      and not necessary for the operation of any Newspaper, PROVIDED that (A)
      after giving effect to each such Disposition, Cash Flow attributable to
      newspapers, other publications including magazines, guides and directories
      (whether in print or electronic form), and their related publications,
      mail products, services and other businesses (including, without
      limitation, proprietary information databases, on-line ventures and
      audiotext) and any other related activities, if any, would have
      contributed at least 50% of Cash Flow of the Borrower and its Subsidiaries
      (calculated on a Pro Forma Basis after giving effect to such Disposition)
      for the period of 12 consecutive complete fiscal months ended on, or most
      recently ended prior to, the date of the consummation of such Disposition,
      (B) no Default shall have occurred and be continuing or would occur after
      giving effect to such Disposition and (C) prior to or within 90 days after
      the consummation of any such Disposition that is a Significant
      Disposition, the Administrative Agent shall have received a certificate of
      a Senior Officer certifying as to the foregoing and containing
      calculations, in form and detail satisfactory to the Administrative Agent,
      demonstrating compliance with this clause (vi) and Sections 8.07 and 8.11
      hereof (calculated on a Pro Forma Basis immediately after giving effect to
      such Disposition);

                                CREDIT AGREEMENT
<PAGE>
                                       71

           (vii) the Borrower and its Subsidiaries may Dispose of any one or
      more Newspapers and/or any non-Newspaper Properties in exchange for one or
      more Newspapers having a value (together with the value of any other
      consideration received in connection therewith) equal to or greater than
      the value of the Properties so Disposed of, as determined in good faith by
      the board of directors of the Borrower or such Subsidiary, as the case may
      be; PROVIDED that (x) after giving effect to each such exchange, Cash Flow
      attributable to newspapers, other publications including magazines, guides
      and directories (whether in print or electronic form), and their related
      publications, mail products, services and other businesses (including,
      without limitation, proprietary information databases, on-line ventures
      and audiotext) and any other related activities, if any, would have
      contributed at least 50% of Cash Flow of the Borrower and its Subsidiaries
      (calculated on a Pro Forma Basis after giving effect to such Disposition)
      for the period of 12 consecutive complete fiscal months ended on, or most
      recently ended prior to, the date of the consummation of such exchange,
      (y) no Default shall have occurred and be continuing or would occur after
      giving effect to such Disposition and (z) prior to or within 90 days after
      the consummation of any such Disposition that is a Significant
      Disposition, the Administrative Agent shall have received a certificate of
      a Senior Officer certifying as to the foregoing and containing
      calculations, in form and detail satisfactory to the Administrative Agent,
      demonstrating compliance with this clause (vii) and Sections 8.07 and 8.11
      hereof (calculated on a Pro Forma Basis immediately after giving effect to
      such Disposition); and

           (viii) any Disposition for fair market value of any portion of the
      assets of the Borrower or any of its Subsidiaries acquired in connection
      with any Acquisition, which Disposition shall occur within 18 months of
      such Acquisition and the Net Proceeds of which Disposition shall, at the
      option of the Borrower, be applied either to (A) any Permitted Usage
      within the time periods specified in Section 2.09(b)(i) hereof or (B) to
      reduce the amount of Revolving Credit Loans or Swingline Loans then
      outstanding (it being understood that such reduction will not result in a
      reduction of the Revolving Credit Commitments); PROVIDED that no
      Default shall have occurred and be continuing or would occur after giving
      effect to such Disposition.

           8.06 LIMITATION ON LIENS. The Borrower will not, nor will the
Borrower permit any of its Subsidiaries to, create, incur, assume or suffer to
exist any Lien upon any of its Property (including, without limitation, the
Property covered by the Security Documents), whether now owned or hereafter
acquired, except:

           (a) Liens created by the Security Documents;

           (b) Liens on assets of its Subsidiaries existing on the date hereof
      and listed in Schedule 8.06 hereto (including Liens in respect of any
      Indebtedness to be refinanced as of the Amendment Effective Date, PROVIDED
      that such Liens shall be discharged as of the Amendment Effective Date);

           (c) Liens for taxes, assessments or charges imposed on it or any of
      its property by any Governmental Authority not yet due or which are being
      contested in good faith and by appropriate proceedings if adequate
      reserves with respect thereto are maintained on

                                CREDIT AGREEMENT

<PAGE>
                                       72

      the books of the Borrower or any of its Subsidiaries, as the case may be,
      in accordance with GAAP;

           (d) statutory Liens of carriers, warehousemen, mechanics,
      materialmen, repairmen, or other like Liens arising in the ordinary course
      of business which are not overdue for a period of more than 30 days or
      which are being contested in good faith and by appropriate proceedings;

           (e) pledges or deposits under worker's compensation, unemployment
      insurance and other social security legislation;

           (f) Liens (other than any Lien imposed by ERISA) incurred on deposits
      to secure the performance of bids, trade contracts (other than for
      borrowed money), leases, statutory obligations, surety and appeal bonds,
      performance bonds and return-of-money bonds and other obligations of a
      like nature incurred in the ordinary course of business;

           (g) easements, rights-of-way, restrictions and other similar
      encumbrances incurred in the ordinary course of business and encumbrances
      consisting of zoning restrictions, easements, licenses, restrictions on
      the use of Property or minor imperfections in title thereto, all of which,
      in the aggregate, are not material in amount, and which do not in any case
      materially detract from the value of the Property subject thereto or
      materially interfere with the ordinary conduct of the business of the
      Borrower or any of its Subsidiaries;

           (h) Liens securing Indebtedness incurred by the Borrower or any of
      its Subsidiaries to finance the purchase of Property, PROVIDED that no
      such Lien shall cover any other Property or secure any Indebtedness other
      than the Indebtedness incurred to purchase such Property;

           (i) Liens securing additional Indebtedness or other obligations of
      the Borrower or any of its Subsidiaries in an aggregate amount not
      exceeding $60,000,000 (as to the Borrower and its Subsidiaries) at any one
      time outstanding;

           (j) Liens securing Capital Lease Obligations permitted under Section
      8.07(f) hereof, PROVIDED that such Liens shall cover only the Property
      subject to the respective leases (or other agreements) governing or
      evidencing such Capital Lease Obligations;

           (k) Liens existing at the time of acquisition on or over any Property
      acquired after the date hereof, PROVIDED that (i) any such Lien was not
      created in contemplation of or in connection with that acquisition and
      (ii) the principal, capital or nominal amount secured by any such Lien and
      outstanding at the time of acquisition may not be increased except by
      reason of any fluctuation in the amount outstanding under, and within the
      limits and in accordance with the terms of, facilities which exist and are
      secured by the relevant Lien at the time of acquisition;

           (l) Liens securing Indebtedness and/or other obligations not
      exceeding an aggregate amount of $100,000,000 at any one time outstanding
      incurred by the Borrower

                                CREDIT AGREEMENT

<PAGE>
                                       73

      or any of its Subsidiaries in respect of capital projects, PROVIDED that
      no such Lien shall (i) cover any Property other than the Property in
      respect of which such Capital Expenditures are made or (ii) secure any
      Indebtedness or other obligations other than the Indebtedness or
      obligations incurred with respect to such capital project; and

           (m) any extension, renewal or replacement of the foregoing, PROVIDED
      that the Liens permitted by this clause (m) shall not be spread to cover
      any additional Indebtedness or Property (other than a substitution of like
      Property).

           8.07 INDEBTEDNESS. The Borrower will not, nor will the Borrower
permit any of its Subsidiaries to, create, incur or suffer to exist any
Indebtedness, except:

           (a) Indebtedness under the Credit Documents to which it is a party;

           (b) Indebtedness of the Borrower or any of its Subsidiaries
      outstanding on the date hereof and listed on Schedule 8.07 hereto (other
      than Indebtedness in respect of the Existing Credit Agreement that shall
      be paid as of the Amendment Effective Date in accordance with Section
      6.01(f) hereof);

           (c) additional unsecured Indebtedness (including, without limitation,
      Subordinated Debt) or unsecured Convertible Debt of the Borrower, PROVIDED
      that (i) after giving effect to the incurrence of any such Indebtedness
      and the application of proceeds thereof, no Default shall have occurred
      and be continuing; (ii) any such Debt may be guaranteed by any Subsidiary
      of the Borrower (subject to clause (v) or (vi) below, as applicable),
      (iii) no scheduled payments, prepayments, redemptions, retirements, or
      sinking or defeasance fund or like payments on or in respect of such
      Indebtedness shall be required prior to the 91st day after the last
      scheduled principal payment date of any of the Loans (other than
      Incremental Loans), except that scheduled payments, prepayments,
      redemptions or sinking fund or like payments or final maturity on or in
      respect of an aggregate principal amount of Convertible Debt not exceeding
      $200,000,000 may be required prior to the last scheduled principal payment
      date of any of the Loans; (iv) the covenants and defaults with respect to
      such Indebtedness shall be no more restrictive on the Borrower and its
      Subsidiaries than the covenants and defaults under this Agreement, other
      than reporting or similar requirements or unless otherwise consented to by
      the Administrative Agent (such consent not to be unreasonably withheld);
      (v) in the case of any Subordinated Debt, the subordination terms relating
      thereto shall be no less favorable to the Lenders than those customarily
      found in senior subordinated notes of similar issuers issued under Rule
      144A of the Securities Act of 1933, as amended, or in a public offering as
      reasonably determined by the Administrative Agent (and the terms of
      subordination thereof shall also extend to cover obligations of the
      Borrower and its Subsidiaries under the Credit Documents and any Swap
      Agreements relating to interest rates owing by the Borrower or any
      Subsidiary to any Lender or any affiliate of a Lender), PROVIDED that, in
      the case of any Guarantee by any Subsidiary of such Subordinated Debt, the
      obligations of such Subsidiary in respect of such Guarantee shall be
      subordinated in right of payment to such Subsidiary's obligations under
      the Subsidiary Guarantee to the same as, or to a greater extent than, the
      subordination provisions applicable to the Borrower in respect of such
      Subordinated Debt); (vi) in the case of any

                                CREDIT AGREEMENT

<PAGE>
                                       74

      Convertible Debt (whether senior or subordinated) that is Guaranteed by
      any Subsidiary of the Borrower, the obligations of such Subsidiary in
      respect of such Guarantee shall be subordinated in right of payment to
      such Subsidiary's obligations under the Subsidiary Guarantee on terms no
      less favorable to the Lenders than those consistent with the subordination
      requirements under clause (v) above; and (vi) at least 5 Business Days
      prior to the incurrence of such Indebtedness, the Administrative Agent
      shall have received a certificate of a Senior Officer certifying as to the
      foregoing and containing calculations, in form and detail satisfactory to
      the Administrative Agent, demonstrating compliance with this Section 8.07
      (including this paragraph (c)) and Section 8.11 hereof (calculated on a
      Pro Forma Basis after giving effect to such incurrence and the application
      of proceeds thereof as if such Indebtedness had been incurred on the first
      day of the relevant calculation period) and, in the case of any
      Subordinated Debt, specifying whether or not such Indebtedness constitutes
      Approved Subordinated Debt (and attaching copies of the definitive
      indenture, loan agreement or other agreement governing such Indebtedness);

           (d) Indebtedness evidenced by promissory notes issued in connection
      with repurchases of stock and/or options contemplated by Section 8.09(c)
      hereof;

           (e) obligations of the Borrower or any of its Subsidiaries in respect
      of letters of credit or similar instruments (other than any Letter of
      Credit issued pursuant to Section 2.10 hereof) issued or accepted by banks
      and other financial institutions (including, without limitation, any
      Lender) for account of the Borrower or such Subsidiary, as the case may
      be, in an aggregate face or principal amount not exceeding $40,000,000 at
      any one time outstanding (MINUS the aggregate LC Exposure at such time),
      PROVIDED that if any such letter of credit or similar instrument is issued
      by any Lender (or any of its Affiliates) the obligations of the obligor(s)
      thereof will be secured and/or guaranteed, on a PARI PASSU basis with the
      obligations hereunder, on the terms of, and pursuant to, the Security
      Documents and the Subsidiary Guarantee;

           (f) Indebtedness with respect to Capital Lease Obligations in an
      aggregate amount not exceeding $75,000,000 at any one time outstanding;
      and

           (g) Indebtedness of the Borrower or any of its Subsidiaries (in
      addition to any Indebtedness permitted under any of the foregoing clauses)
      in an aggregate principal or face amount not exceeding $150,000,000 at any
      one time outstanding.

           8.08 INVESTMENTS. The Borrower will not, nor will the Borrower permit
any of its Subsidiaries to, make or permit to remain outstanding any Investments
except:

           (a) Investments in Cash Equivalents;

           (b) Investments existing on the date hereof and listed on Schedule
      8.08 hereto;

           (c) Swap Agreements entered into in the ordinary course of the
      Borrower's financial planning and not for speculative purposes, including,
      without limitation, the Swap Agreements required by Section 8.18 hereof;

                                CREDIT AGREEMENT
<PAGE>
                                       75

           (d) subject to Section 8.05 hereof, additional Investments by the
      Borrower and its Subsidiaries in each other;

           (e) Investments by the Borrower in the Immaterial Subsidiaries of the
      Borrower outstanding on the date hereof;

           (f) Acquisitions expressly permitted by Section 8.05 hereof; and

           (g) Investments by the Borrower and its Subsidiaries (in addition to
      any Investment permitted under any of the foregoing clauses) not exceeding
      an aggregate amount of $75,000,000 (as to the Borrower and its
      Subsidiaries).

           8.09 RESTRICTED PAYMENTS. The Borrower will not, nor will the
Borrower permit any of its Subsidiaries to, make any Restricted Payment except
for:

           (a) so long as no Default has occurred and is continuing on the date
      of such dividend or would occur after giving effect thereto, cash
      dividends by the Borrower on its common stock not exceeding for any fiscal
      year an aggregate amount equal to (i) if, immediately prior, and after
      giving effect, to the making of such dividend, the Total Leverage Ratio is
      (A) equal to or greater than 4.50 to 1, 25% of Cumulative Free Cash Flow
      at such time or (B) less than 4.50 to 1, 50% of Cumulative Free Cash Flow
      at such time MINUS, in each case, (ii) the aggregate amount of cash
      dividends theretofore paid by the Borrower after Original Effective Date
      under this clause (a). For purposes of the foregoing, "CUMULATIVE FREE
      CASH FLOW" shall mean, at any date of determination thereof, for the
      period commencing with the Original Effective Date through the then most
      recently ended fiscal quarter for which financial statements have been
      delivered pursuant to Section 8.01 hereof, with respect to the Borrower
      and its Subsidiaries determined on a consolidated basis without
      duplication in accordance with GAAP and on a cumulative basis for such
      period, (a) the sum of (i) operating income, (ii) amortization, (iii)
      depreciation and (iv) other non-cash, special or non-recurring charges
      MINUS (b) the sum of (without duplication) (i) Capital Expenditures made
      during such period, (ii) cash taxes and (iii) Interest Expense;

           (b) additional cash dividends paid by the Borrower on its common
      stock not exceeding $25,000,000 in any fiscal year of the Borrower; and

           (c) repurchases of Capital Stock of the Borrower or options, warrants
      and other rights to acquire therefor from any Person (including, without
      limitation, any of its Affiliates) for any fiscal year, so long as (A) no
      Default has occurred and is continuing on the date of such repurchase or
      would occur after giving effect thereto and (B) after giving effect to
      such repurchase, the aggregate amount paid for all such repurchases for
      such fiscal year shall not exceed the sum of (i) the aggregate net cash
      proceeds received by the Borrower from the exercise of any options issued
      in respect of its Capital Stock during such fiscal year PLUS (ii)(w)
      $50,000,000, if the Total Leverage Ratio as of the last day of the
      immediately preceding fiscal year (the "REFERENCE LEVERAGE RATIO") is
      equal to or greater than 5.00 to 1, (x) $65,000,000, if the Reference
      Leverage Ratio is less than 5.00

                                CREDIT AGREEMENT

<PAGE>
                                       76

      to 1 but equal to or greater than 4.50 to 1, (y) $75,000,000, if the
      Reference Leverage Ratio is less than 4.50 to 1 but equal to or greater
      than 4.25 to 1 and (z) $100,000,000, if the Reference Leverage Ratio is
      less than 4.25 to 1 PLUS (iii) the cumulative unused amounts (if any)
      available for repurchases (calculated in accordance with the provisions of
      this Section 8.09(c)) since the Original Effective Date; PROVIDED that in
      no event shall the aggregate amount paid in respect of such repurchases
      for any fiscal year exceed $100,000,000 if the applicable Reference
      Leverage Ratio is equal to or greater than 4.25 to 1.

           8.10 CAPITAL EXPENDITURES. The Borrower will not, nor will the
Borrower permit any of its Subsidiaries to, make any Capital Expenditure in
excess of $45,000,000 during any fiscal year of the Borrower; PROVIDED that,
notwithstanding any of the foregoing, (a) to the extent the Borrower or any of
its Subsidiaries shall sell or otherwise dispose of any capital asset in the
ordinary course of business or receive insurance proceeds in respect of any
capital asset that is the subject of a Casualty Event and, subject to the
requirements of Section 2.09(b) hereof, apply (or commit to apply) the proceeds
thereof within 365 days after such Disposition or reasonably promptly after such
Casualty Event to acquire a like capital asset, the amount of such proceeds so
applied shall not be deemed to be a Capital Expenditure for purposes of the
limitations under this Section 8.10, (b) if the aggregate amount of Capital
Expenditures for any fiscal year shall be less than $45,000,000, then 100% of
such shortfall shall be added to the amount of Capital Expenditures permitted
for any succeeding fiscal year (PROVIDED that the aggregate amount of Capital
Expenditures (excluding Capital Expenditures under clause (c) below) for any
fiscal year shall not exceed $150,000,000) and (c) in addition to the foregoing,
the Borrower and its Subsidiaries may make one-time Capital Expenditures in
respect of the same project or facility in an aggregate amount not exceeding
$65,000,000.

           8.11  FINANCIAL RATIOS.

           (a) LEVERAGE RATIOS. The Borrower shall be subject to either
      paragraph (i) or paragraph (ii) of this Section 8.11(a). From and after
      the Amendment Effective Date and until the Borrower has elected to be
      subject to paragraph (ii) of this Section 8.11(a) as provided in the next
      succeeding sentence, the Borrower shall be subject to paragraph (i) of
      this Section 8.11(a). From and after the incurrence by the Borrower of
      Subordinated Debt permitted under Section 8.07(c) hereof (which, for the
      avoidance of doubt, shall not include any senior unsecured Indebtedness),
      the Borrower may from time to time elect to be subject to either paragraph
      (i) or paragraph (ii) of this Section 8.11(a). Each such election, which
      shall made by the Borrower in writing to the Administrative Agent, shall
      become effective on the third Business Day after receipt by the
      Administrative Agent thereof and shall remain in effect until superseded
      by a subsequent election that has been delivered by the Borrower to the
      Administrative Agent and has become effective as provided above.

           (i) The Borrower will not, at any time during any period set forth
      below during which the Borrower is subject to this paragraph (i), permit
      the Total Leverage Ratio to exceed the ratio set forth under the caption
      "Total Leverage Ratio" below opposite such period:

                Period                                 Total Leverage Ratio
                ------                                 --------------------

                                CREDIT AGREEMENT

<PAGE>
                                       77


           From and including the Original Effective Date
           through and including December 31, 2005           6.50 to 1

           From and including January 1, 2006
           through and including December 31, 2006           6.25 to 1

           From and including January 1, 2007
           through and including December 31, 2007           6.00 to 1

           From and including January 1, 2008
           through and including December 31, 2008           5.75 to 1

           From and including January 1, 2009
           through and including December 31, 2009           5.50 to 1

           From and including January 1, 2010
           through and including December 31, 2010           5.25 to 1

           From and including January 1, 2011
           and at all times thereafter                       5.00 to 1

           (ii) The Borrower will not, at any time during any period set forth
      below during which the Borrower is subject to this paragraph (ii), permit
      either (A) the Total Leverage Ratio to exceed the ratio set forth below
      under the caption "Total Leverage Ratio" opposite such period or (B) the
      Senior Leverage Ratio to exceed the ratio set forth below under the
      caption "Senior Leverage Ratio" opposite such period:

                                                        Total        Senior
                                                      Leverage      Leverage
                        Period                          Ratio        Ratio
                        ------                          -----        -----

           From and including the Original Effective
           Date through and including December 31,
           2005                                       7.00 to 1     6.25 to 1

           From and including January 1, 2006
           through and including December 31, 2006    6.75 to 1     6.00 to 1

           From and including January 1, 2007
           through and including December 31, 2007    6.50 to 1     5.75 to 1

           From and including January 1, 2008
           through and including December 31, 2008    6.50 to 1     5.50 to 1

           From and including January 1, 2009         6.50 to 1     5.25 to 1

                                CREDIT AGREEMENT
<PAGE>
                                       78

           through and including December 31, 2009

           From and including January 1, 2010
           through and including December 31, 2010    6.50 to 1     5.00 to 1

           From and including January 1, 2011
           and at all times thereafter                6.50 to 1     4.75 to 1

           (b) INTEREST COVERAGE RATIO. The Borrower will not at any time permit
the Interest Coverage Ratio to be less than 2.0 to 1.

           8.12 LINES OF BUSINESS. The Borrower will not, nor will the Borrower
permit any of its Subsidiaries to engage to any substantial extent in any
business other than the business of printing, publishing, distributing and
selling Newspapers, solicitation of advertising, dissemination of news and
information, commercial printing, and activities relating to the sale,
development, installation and/or maintenance of computer hardware or software of
the types engaged in on the date hereof and other activities incidental or
related to each of the foregoing.

           8.13 TRANSACTIONS WITH AFFILIATES. Except as expressly permitted by
this Agreement (including, without limitation, Section 8.05 hereof), the
Borrower will not, nor will the Borrower permit any of its Subsidiaries to,
directly or indirectly, sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates, except
(a) on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, (b) transactions between or among the Borrower and its Subsidiaries not
involving any other Affiliate and (c) any Affiliate of the Borrower who is an
individual may serve as a director, officer or employee of the Borrower or its
Subsidiaries and receive reasonable compensation for his or her services in such
capacity.

           8.14 SALE AND LEASEBACK. The Borrower will not, nor will the Borrower
permit any of its Subsidiaries to, enter into any arrangement with any other
Person (other than the Borrower and its Subsidiaries) providing for the leasing
by the Borrower or any of its Subsidiaries of real or personal property which
has been or is to be sold or transferred by the Borrower or any of its
Subsidiaries to such other Person or to any other Person to whom funds have been
or are to be advanced by such Person on the security of such property or rental
obligations of the Borrower or any of its Subsidiaries, except that the Borrower
and its Subsidiaries may enter into any such arrangements so long as the
aggregate value of Property subject thereto at any time shall not exceed
$100,000,000.

           8.15 AMENDMENT OF CERTAIN DOCUMENTS. The Borrower will not, without
the prior written consent of the Required Lenders, amend or otherwise modify, or
consent to any amendment or other modification of, or waive any provision of any
agreement, instrument or other document evidencing or governing any Subordinated
Debt, Convertible Debt or any other Indebtedness of the Borrower incurred
pursuant to Section 8.07(c) hereof if such amendment or waiver would result in
such Subordinated Debt, Convertible Debt or other Indebtedness not complying
with the requirements of said Section 8.07(c).

                                CREDIT AGREEMENT

<PAGE>
                                       79

           8.16 USE OF PROCEEDS. The Borrower will use the proceeds of the Loans
and the Letters of Credit for general corporate purposes of the Borrower and its
Subsidiaries (including for working capital requirements of the Borrower and its
Subsidiaries in the ordinary course of business, making Investments in
Subsidiaries and financing any Permitted Acquisitions); PROVIDED that (i) the
proceeds of the Tranche A Term Loans made on the Amendment Effective Date will
be used solely to repay in full all of the Existing Term Loans and (ii) the
proceeds of the Revolving Credit Loans (if any) made on the Amendment Effective
Date will be used to repay in full all of the Existing Revolving Credit Loans
and to pay fees and expenses in connection herewith and for any other purposes
permitted hereunder. In all events, the Borrower will use the proceeds of the
Loans in compliance with all applicable legal and regulatory requirements,
including, without limitation, Regulation U and Regulation X.

           8.17 SALES OF ACCOUNTS. The Borrower will not, nor will the Borrower
permit any of its Subsidiaries to, sell, with or without recourse, or discount
or otherwise sell for less than the face value thereof any of their notes or
accounts receivable, except that the Borrower or any of its Subsidiaries may
sell, without recourse, accounts receivable of individual account debtors that
the Borrower or such Subsidiary reasonably and in good faith believes to be
uncollectible or otherwise difficult to collect in the ordinary course of
business so long as the aggregate face amount (less applicable reserves) of all
such accounts receivable of the Borrower and its Subsidiaries so sold in any
fiscal year of the Borrower does not exceed $500,000 (as to the Borrower and its
Subsidiaries).

           8.18 INTEREST PROTECTION ARRANGEMENTS. The Borrower and/or its
Subsidiaries will have in effect as of the Amendment Effective Date, and
thereafter maintain, Swap Agreements with one or more Persons that result in the
Applicable Percentage (as defined below) of the long-term Indebtedness of the
Borrower and its Subsidiaries being effectively subject to a fixed or maximum
interest rate not exceeding 10% per annum. For purposes of this Section 8.18,
"APPLICABLE PERCENTAGE" shall mean (i) 0%, at any time the Senior Leverage Ratio
is less than or equal to 4.0 to 1, (ii) 20%, at any time the Senior Leverage
Ratio is less than or equal to 4.5 to 1 but greater than 4.0 to 1, (iii) 25%, at
any time the Senior Leverage Ratio is less than or equal to 5.0 to 1 but greater
than 4.5 to 1, and (iv) 33-1/3%, otherwise (in each case as demonstrated by the
most recent consolidated financial statements of the Borrower and related
Compliance Certificate required to be delivered under Section 8.01 hereof).

           8.19 ENVIRONMENTAL MATTERS. The Borrower will, and will cause each of
its Subsidiaries to, comply in all material respects with all Environmental Laws
now or hereafter applicable to the Borrower and its Subsidiaries, and shall (i)
either apply for all environmental and health and safety permits, licenses and
other authorizations necessary for its operations in a manner that complies with
all Environmental Laws and allows the Borrower and its Subsidiaries to lawfully
operate their facilities and business or obtain, at or prior to the time
required by applicable Environmental Laws, all permits, licenses and other
authorizations necessary for its operations and (ii) maintain such permits,
licenses and other authorizations in full force and effect.

                                CREDIT AGREEMENT

<PAGE>
                                       80

           8.20  CERTAIN OBLIGATIONS RESPECTING SUBSIDIARIES.

           (a) The Borrower will take such action, and will cause each of its
Subsidiaries (other than Immaterial Subsidiaries), to take such action, from
time to time as shall be necessary to ensure that such Subsidiaries of the
Borrower are "Subsidiary Guarantors" under the Subsidiary Guarantee and the
Security Documents. Without limiting the generality of the foregoing, in the
event that the Borrower or any of its Subsidiaries shall form or acquire any new
Subsidiary (other than an Immaterial Subsidiary), after the Amendment Effective
Date, the Borrower and its Subsidiaries will cause such new Subsidiary to:

                (i) become a "Subsidiary Guarantor" under the Subsidiary
      Guarantee and under the Security Agreement pursuant to an instrument
      satisfactory to the Administrative Agent;

                (ii) cause such Subsidiary to take such action (including
      delivering such shares of stock, executing and delivering such Uniform
      Commercial Code financing statements as shall be necessary to create and
      perfect valid and enforceable first priority Liens on substantially all of
      the Property of such new Subsidiary (other than real Property interests)
      as collateral security for the obligations of such new Subsidiary
      thereunder; and

                (iii) deliver such proof of corporate action, incumbency of
      officers and other documents (other than opinions of counsel) as is
      consistent with those delivered by each Obligor pursuant to Section 6.01
      hereof on the Amendment Effective Date or as the Administrative Agent
      shall have reasonably requested;

PROVIDED that if such Subsidiary is a Foreign Subsidiary, such Subsidiary shall
not be required, to the extent any adverse tax consequence may result, to become
a Subsidiary Guarantor under the Subsidiary Guarantee or a Securing Party under
the Security Agreement and, if such Subsidiary is a direct Domestic Subsidiary
of the Borrower or of a Domestic Subsidiary of the Borrower, the Borrower shall
forthwith pledge, or cause such Subsidiary to pledge, to the Administrative
Agent (for the benefit of the Lenders) under the relevant Security Document (or,
at the request of the Administrative Agent, under a pledge or other similar
agreement governed by the law of such Foreign Subsidiary's jurisdiction of
organization) (x) 65% of the voting Capital Stock of such Foreign Subsidiary
having ordinary voting power for the election of the board of directors of such
Subsidiary and (y) 100% of all other stock of such Foreign Subsidiary.
Notwithstanding the foregoing, the Administrative Agent may in its discretion
waive the requirements of this paragraph (a) with respect to the Capital Stock
or Property of any such Subsidiary to the extent that it determines that the
costs of obtaining a Lien on such Capital Stock or Property are excessive in
relation to the value of the security to be afforded thereby.

           (b) At the request of the Administrative Agent or (subject to the
proviso at the end of this sentence) the Required Lenders in its or their sole
discretion, any Obligor that owns or acquires any real property interest,
including improvements having a fair market value (subject to the last sentence
of this paragraph (b)) of $5,000,000 or more (including improvements upon any
real property interest resulting in the fair market value of such interest
together with such improvements being equal to $5,000,000 or more), then
(subject, in the case of any real property that is subject to a Lien permitted
under Section 8.06 hereof, to the delivery

                                CREDIT AGREEMENT
<PAGE>
                                       81

by the holder of such Lien of any necessary consent) it will or, as applicable,
will cause the respective Subsidiary holding such real property interest, to
execute and deliver in favor of the Administrative Agent a mortgage, deed of
trust or similar instrument (as appropriate for the jurisdiction in which such
respective real property is situated), all as reasonably requested by the
Administrative Agent, pursuant to which such Obligor will create a Lien upon
such real property interest (and improvements) in favor of the Administrative
Agent for the benefit of the Lenders (and affiliates of Lenders) as collateral
security for the obligations of the Obligors hereunder and under the other
Credit Documents (and any obligations in respect of any Swap Agreement relating
to interest rates owing by the Borrower or any Subsidiary to any Lender or any
affiliate thereof), and will deliver (or, in the case of lienholder consents,
will use its commercially reasonable efforts to cause the relevant lienholder(s)
to deliver) such opinions of counsel, lienholder consents and title insurance
policies as the Administrative Agent shall reasonably request in connection
therewith, PROVIDED that the Administrative Agent in its discretion may waive
the requirements of this paragraph (b) with respect to any real property to the
extent that it determines that the costs of obtaining a Lien on such real
property are excessive in relation to the value of the security to be afforded
thereby. Notwithstanding the foregoing, if at any time the Borrower shall be
required under this paragraph (b) to provide, or cause its Subsidiaries to
provide, mortgage Liens on its owned real Property, the aggregate fair market
value of owned real Property of the Borrower and its Subsidiaries (as reasonably
determined by the Borrower) that shall be excluded from such requirements shall
not exceed the greater of (i) $25,000,000 or (ii) 15% of the fair market value
(as so determined) of all owned real Property of the Borrower and its
Subsidiaries at such time.

           (c) The Borrower will, and will cause each of its Subsidiaries to,
take such action from time to time as shall reasonably be requested by the
Administrative Agent to effectuate the purposes and objectives of this Section
8.20. Without limiting the generality of the foregoing, the Borrower will, and
will cause each of its Subsidiaries (other than an Immaterial Subsidiary) to,
take such action from time to time (including executing and delivering such
assignments, security agreements and other instruments) as shall be reasonably
requested by the Administrative Agent pursuant to the requirements of this
Agreement to create, in favor of the Administrative Agent for the benefit of the
Lenders (and affiliates of Lenders), perfected security interests and Liens in
substantially all of the property of such Subsidiary as collateral security for
the Secured Obligations (as defined in the Security Agreement); PROVIDED that
any such security interest or Lien shall be subject to the relevant requirements
of the Security Documents. In addition, in the event that any additional Capital
Stock shall be issued by any Subsidiary, the respective Obligor agrees forthwith
to deliver to the Administrative Agent pursuant to the relevant Security
Document the certificates, if any, evidencing such Capital Stock (in the case of
a Foreign Subsidiary, only to the extent required under paragraph (a) above), if
any, accompanied by undated stock or transfer powers executed in blank and to
take such other action as the Administrative Agent shall request to perfect the
security interest created therein pursuant to the relevant Security Document.

           (d) If (i) the aggregate assets or the aggregate Cash Flow of all
Subsidiaries designated as "Immaterial Subsidiaries" hereunder at any time shall
exceed $20,000,000 or (ii) if any Subsidiary shall cease to constitute an
Immaterial Subsidiary under clause (a) of the definition of "Immaterial
Subsidiary" in Section 1.01 hereof as at the end of any fiscal quarter, the
Borrower shall, within 10 Business Days thereof, (x) in the case of clause (a)
above, rescind

                                CREDIT AGREEMENT
<PAGE>
                                       82

the designation as "Immaterial Subsidiaries" of one or more of such Subsidiaries
so that, after giving effect thereto, the aggregate assets and revenue of all
Subsidiaries so designated (and which designations have not been rescinded)
shall not exceed $20,000,000 and (y) in the case of clauses (i) and (ii) above,
to the extent not already effected, cause each affected Subsidiary to take such
actions to become a "Subsidiary Guarantor" under the Subsidiary Guarantee and
under the Security Agreement and execute and deliver the documents and other
instruments referred to in paragraph (a) of this Section 8.20.

           8.21 RESTRICTIVE AGREEMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of the Borrower or any Subsidiary to
create, incur or permit to exist any Lien upon any of its property or assets or
(b) the ability of any Subsidiary to pay dividends or other distributions with
respect to any shares of its Capital Stock or to make or repay loans or advances
to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the
Borrower or any other Subsidiary or to transfer any of its assets to the
Borrower or any other Subsidiary of the Borrower; PROVIDED that the foregoing
shall not apply to (i) restrictions and conditions imposed by law or by this
Agreement, (ii) customary restrictions and conditions contained in agreements
relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is to be sold and
such sale is permitted hereunder, (iii) restrictions or conditions imposed by
any agreement relating to secured Indebtedness permitted by this Agreement if
such restrictions or conditions apply only to the property or assets securing
such Indebtedness, (iv) customary provisions in leases and other contracts
entered into in the ordinary course of business restricting the assignment
thereof and (v) any such restriction in existence on the date hereof identified
on Schedule 8.21 that would not reasonably be expected have a Material Adverse
Effect (but shall apply to any extension or renewal of, or any amendment or
modification expanding the scope of, any such restriction or condition).

           8.22 PAYMENTS OF INDEBTEDNESS. Neither the Borrower nor any of its
Subsidiaries will purchase, redeem, retire or otherwise acquire for value, or
set apart any money for a sinking, defeasance, or other analogous fund for the
purchase, redemption, retirement or other acquisition of, or make any voluntary
payment or prepayment of the principal of or interest on, or any other amount
owing in respect of, any Indebtedness incurred as permitted by Section 8.07(c)
hereof, except for (a) regularly scheduled payments of interest in respect
thereof in accordance with the instruments governing such Indebtedness and (b)
with respect to Convertible Debt, regularly scheduled payments of principal in
respect thereof in accordance with the instruments governing such Convertible
Debt, to the extent permitted by Section 8.07(c) hereof); PROVIDED that nothing
herein shall restrict or prohibit (i) any refinancing of any Indebtedness
permitted by Section 8.07(c) hereof with the proceeds of any other Indebtedness
permitted by Section 8.07(c) hereof or (ii) any amendment or other modification
to the terms of any Indebtedness issued under Section 8.07(c) hereof if such
Indebtedness shall comply with the requirements of said Section 8.07(c)
immediately after giving effect to such amendment or modification.


           Section 9. EVENTS OF DEFAULT. If one or more of the following events
(herein called "EVENTS OF DEFAULT") shall occur and be continuing:

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           (a) (i) the Borrower shall default in the payment (including any
      required prepayment) when due of any principal of any Loan or any
      reimbursement of an LC Disbursement, when and as the same shall become due
      and payable, whether at the due date thereof or at a date fixed for
      prepayment thereof or otherwise; or (ii) the Borrower shall fail to pay
      any interest on any Loan or any fee or any other amount (other than an
      amount referred to in subclause (i) above) payable under this Agreement or
      under any other Credit Document, when and as the same shall become due and
      payable, and such failure shall continue unremedied for a period of three
      or more Business Days;

           (b) the Borrower or any of its Subsidiaries shall default in the
      payment when due (after giving effect to any applicable grace periods) of
      any principal of or interest on any Material Indebtedness; or any event
      specified in any note, agreement, indenture or other document evidencing
      or relating to any Material Indebtedness shall occur if the effect of such
      event is to cause, or (after giving effect to any applicable grace
      periods) to permit the holder or holders of such Indebtedness (or a
      trustee or agent on behalf of such holder or holders) to cause, such
      Indebtedness to become due, or to be prepaid in full (whether by
      redemption, purchase, offer to purchase or otherwise), prior to its stated
      maturity; or

           (c) any representation, warranty or certification made or deemed made
      by any Obligor in any Credit Document (or in any modification or
      supplement thereto), or in any certificate furnished to any Lender or the
      Administrative Agent pursuant to the provisions thereof, shall prove to
      have been false or misleading as of the time made, deemed made or
      furnished in any material respect; or

           (d) the Borrower shall default in the performance of any of its
      obligations under clause (e) of Section 8.01 hereof, clause (a) of Section
      8.03 hereof (as to the obligation to maintain the corporate existence of
      the Borrower and its Subsidiaries only), clause (a) of Section 8.04 hereof
      or Sections 8.05 through 8.22 (inclusive) hereof, or the Borrower or any
      other Obligor shall default in the performance of any of its or their
      other obligations hereunder or under any of the other Credit Documents to
      which the Borrower or any other Obligor is a party and such default shall
      continue unremedied for a period of 30 days after notice thereof to the
      Borrower by the Administrative Agent or any Lender (through the
      Administrative Agent); or

           (e) the Borrower or any of its Subsidiaries shall admit in writing
      its inability to, or be generally unable to, pay its debts as such debts
      become due; or

           (f) the Borrower or any of its Subsidiaries shall (i) apply for or
      consent to the appointment of, or the taking of possession by, a receiver,
      custodian, trustee or liquidator of itself or of all or a substantial part
      of its property, (ii) make a general assignment for the benefit of its
      creditors, (iii) commence a voluntary case under the Bankruptcy Code (as
      now or hereafter in effect), (iv) file a petition seeking to take
      advantage of any other law relating to bankruptcy, insolvency,
      reorganization, winding-up, or composition or readjustment of debts, (v)
      fail to controvert in a timely and appropriate manner, or acquiesce in
      writing to, any petition filed against it in an involuntary case under the
      Bankruptcy Code, or (vi) take any corporate action for the purpose of
      effecting any of the foregoing; or

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           (g) a proceeding or case shall be commenced, without the application
      or consent of the Borrower or any of its Subsidiaries, in any court of
      competent jurisdiction, seeking (i) its liquidation, reorganization,
      dissolution or winding-up, or the composition or readjustment of its
      debts, (ii) the appointment of a trustee, receiver, custodian, liquidator
      or the like of the Borrower or such Subsidiary or of all or any
      substantial part of its assets, or (iii) similar relief in respect of the
      Borrower or such Subsidiary under any law relating to bankruptcy,
      insolvency, reorganization, winding-up, or composition or adjustment of
      debts, and such proceeding or case shall continue undismissed, or an
      order, judgment or decree approving or ordering any of the foregoing shall
      be entered and continue unstayed and in effect, for a period of 60 or more
      days; or an order for relief against the Borrower or such Subsidiary shall
      be entered in an involuntary case under the Bankruptcy Code; or

           (h) a final judgment or judgments for the payment of money in excess
      of $20,000,000 in the aggregate (net of insurance coverage by a solvent
      and unaffiliated insurance company that the Borrower reasonably believes
      will be paid by such insurer) shall be rendered by a court or courts
      against the Borrower and/or any of its Subsidiaries and the same shall not
      be discharged (or adequate provision shall not be made for such
      discharge), or a stay of execution thereof shall not be procured, within
      60 days from the date of entry thereof and the Borrower or such Subsidiary
      shall not, within said period of 60 days, or such longer period during
      which execution of the same shall have been stayed, appeal therefrom and
      cause the execution thereof to be stayed or bonded during such appeal; or

           (i) an event or condition specified in Section 8.01(d) hereof shall
      occur or exist with respect to any Plan or Multiemployer Plan that, taken
      together with other such events or conditions that have occurred, would
      reasonably be expected to have a Material Adverse Effect (as determined by
      the Required Lenders); or

           (j) except for any expiration or termination in accordance with its
      terms or resulting from any action by the Administrative Agent or any
      Lender, any of the Liens created by the Security Documents, shall not
      constitute a valid and perfected Lien on the collateral described therein
      (to the extent perfection by filing, registration, recordation or
      possession is required herein or therein) in favor of the Administrative
      Agent, free and clear of all other Liens (other than Permitted Liens); or
      except for expiration in accordance with its terms, any of the Security
      Documents or the Subsidiary Guarantee shall for whatever reason be
      terminated or cease to be in full force and effect, or the enforceability
      thereof shall be contested by the Borrower or any other Obligor; or

           (k) Any of the following events shall occur and be continuing:

                     (i) any person or group (within the meaning of Rule 13d-5
           under the Securities Exchange Act of 1934, as amended (the "EXCHANGE
           ACT") and Section 13(d) and 14(d) of the Exchange Act becomes,
           directly or indirectly, in a single transaction or in a related
           series of transactions by way of merger, consolidation or other
           business combination or otherwise, the "beneficial owner"

                                CREDIT AGREEMENT

<PAGE>
                                       85

           (as defined in Rule 13d-3 under the Exchange Act) of more than 35% of
           the Capital Stock of the Borrower on a fully-diluted basis (in other
           words, giving effect to the exercise of any warrants, options and
           conversion and other rights); or

                     (ii) a majority of the Board of Directors of the Borrower
           shall no longer be composed of individuals (x) who are members of
           said Board on the Amendment Effective Date, (y) whose election or
           nomination to said Board has been approved by individuals referred to
           in the foregoing clause (x) constituting at the time of such election
           or nomination at least a majority of said Board or (z) whose election
           or nomination to said Board was approved by individuals referred to
           in the foregoing clauses (x) and (y) and this clause (z) constituting
           at the time of such election or nomination at least a majority of
           said Board;

      THEREUPON: (1) in the case of an Event of Default other than one referred
      to in clause (f) or (g) of this Section 9 with respect to any Obligor, (A)
      the Administrative Agent may and, upon request of the Required Lenders,
      shall, by notice to the Borrower, terminate the Commitments and they shall
      thereupon terminate, and (B) the Administrative Agent may and, upon
      request of the Required Lenders shall, by notice to the Borrower declare
      the principal amount then outstanding of, and the accrued interest on, the
      Loans all reimbursement obligations in respect of LC Disbursements and all
      other amounts payable by the Borrower hereunder and under the Notes
      (including, without limitation, any amounts payable under Section 5.05
      hereof) to be forthwith due and payable, whereupon such amounts shall be
      immediately due and payable without presentment, demand, protest or other
      formalities of any kind, all of which are hereby expressly waived by the
      Borrower; and (2) in the case of the occurrence of an Event of Default
      referred to in clause (f) or (g) of this Section 9 with respect to any
      Obligor, the Commitments shall automatically be terminated and the
      principal amount then outstanding of, and the accrued interest on, the
      Loans, all reimbursement obligations in respect of LC Disbursements and
      all other amounts payable by the Borrower hereunder and under the Notes
      (including, without limitation, any amounts payable under Section 5.05
      hereof) shall automatically become immediately due and payable without
      presentment, demand, protest or other formalities of any kind, all of
      which are hereby expressly waived by the Borrower.

           Section 10. THE ADMINISTRATIVE AGENT.

           10.01 APPOINTMENT, POWERS AND IMMUNITIES. Each Lender hereby
irrevocably appoints and authorizes the Administrative Agent to act as its agent
hereunder and under the other Credit Documents with such powers as are
specifically delegated to the Administrative Agent by the terms of this
Agreement and of the other Credit Documents, together with such other powers as
are reasonably incidental thereto. The Administrative Agent (which term as used
in this sentence and in Section 10.05 hereof and the first sentence of Section
10.06 hereof shall include reference to its Affiliates and its own and its
Affiliates' officers, directors, employees and agents): (a) shall have no duties
or responsibilities except those expressly set forth in this Agreement and in
the other Credit Documents, and shall not by reason of this Agreement or any
other Credit Document be a trustee for any Lender; (b) shall not be

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responsible to the Lenders for any recitals, statements, representations or
warranties contained in this Agreement, any other Credit Document or in any
other document referred to herein, or in any certificate or other document
referred to or provided for in, or received by any of them under, this Agreement
or any other Credit Document, or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement, any Note or any
other Credit Document or any other document referred to or provided for herein
or therein or for any failure by the Borrower or any other Person to perform any
of its obligations hereunder or thereunder; (c) shall not be required to
initiate or conduct any litigation or collection proceedings hereunder or under
any other Credit Document; and (d) shall not be responsible for any action taken
or omitted to be taken by it hereunder or under any other Credit Document or
under any other document or instrument referred to or provided for herein or
therein or in connection herewith or therewith, except for its own gross
negligence or willful misconduct. The Administrative Agent may employ agents and
attorneys-in-fact and shall not be responsible for the negligence or misconduct
of any such agents or attorneys-in-fact selected by it in good faith. The
Administrative Agent may deem and treat the payee of any Note as the holder
thereof for all purposes hereof unless and until a notice of the assignment or
transfer thereof shall have been filed with the Administrative Agent, together
with the consent of the Borrower to such assignment or transfer (to the extent
provided in Section 11.06(b) hereof).

           10.02 RELIANCE BY AGENT. The Administrative Agent shall be entitled
to rely upon any certification, notice or other communication (including,
without limitation, any thereof by telephone, telecopy, telex, telegram or
cable) believed by it to be genuine and correct and to have been signed or sent
by or on behalf of the proper Person or Persons, and upon advice and statements
of legal counsel, independent accountants and other experts selected by the
Administrative Agent. As to any matters not expressly provided for by this
Agreement or any other Credit Document, the Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder or
thereunder in accordance with instructions given by the Required Lenders or, if
provided herein, in accordance with the instructions given by the Required
Lenders or all of the Lenders as is required in such circumstance, and such
instructions of such Lenders and any action taken or failure to act pursuant
thereto shall be binding on all of the Lenders.

           10.03 DEFAULTS. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default unless the Administrative
Agent has received notice from a Lender or the Borrower specifying such Default
and stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the
Administrative Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall (subject to Section 10.07 hereof) take such action
with respect to such Default as shall be directed by the Required Lenders or, if
provided herein, the Required Lenders of any Class, PROVIDED that, unless and
until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default as it shall deem
advisable in the best interest of the Lenders except to the extent that this
Agreement expressly requires that such action be taken, or not be taken, only
with the consent or upon the authorization of the Required Lenders, the Required
Lenders of any Class or all of the Lenders.

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           10.04 RIGHTS AS A LENDER. With respect to its Commitments and the
Loans made by it, JPMCB (and any successor acting as Agent) in its capacity as a
Lender hereunder shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not acting as the
Administrative Agent, and the term "Lender" or "Lenders" shall, unless the
context otherwise indicates, include the Administrative Agent in its individual
capacity. JPMCB (and any successor acting as Agent) and its Affiliates may
(without having to account therefor to any Lender) accept deposits from, lend
money to, make investments in and generally engage in any kind of banking, trust
or other business with the Borrower (and any of its Subsidiaries or Affiliates)
as if it were not acting as the Administrative Agent, and JPMCB and its
Affiliates may accept fees and other consideration from the Borrower for
services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.

           10.05 INDEMNIFICATION. The Lenders agree to indemnify the
Administrative Agent (to the extent not reimbursed under Section 11.03 hereof,
but without limiting the obligations of the Borrower under said Section 11.03)
ratably in accordance with the aggregate principal amount of the Loans and (in
the case of the Revolving Credit Lenders) Revolving Credit Exposures held by the
Lenders (or, if no Loans are at the time outstanding, ratably in accordance with
their respective Commitments) (determined as of the time the applicable
unreimbursed expense or indemnity payment is sought), for any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever that may be
imposed on, incurred by or asserted against the Administrative Agent (including
by any Lender) arising out of or by reason of any investigation in or in any way
relating to or arising out of this Agreement or any other Credit Document or any
other documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (including, without limitation, the
costs and expenses that the Borrower is obligated to pay under Section 11.03
hereof, but excluding, unless a Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or of
any such other documents, PROVIDED that no Lender shall be liable for any of the
foregoing to the extent they arise from the gross negligence or willful
misconduct of the party to be indemnified.

           10.06 NON-RELIANCE ON AGENT AND OTHER LENDERS. Each Lender agrees
that it has, independently and without reliance on the Administrative Agent or
any other Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of the Borrower and its Subsidiaries
and decision to enter into this Agreement and that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement or under any other Credit Document. The Administrative
Agent shall not be required to keep itself informed as to the performance or
observance by the Borrower of this Agreement or any of the other Credit
Documents or any other document referred to or provided for herein or therein or
to inspect the Properties or books of the Borrower or any of its Subsidiaries.
Except for notices, reports and other documents and information expressly
required to be furnished to the Lenders by the Administrative Agent hereunder or
under the Security Documents or delivered to the Administrative Agent with the
intent that such notices, reports and other documents and

                                CREDIT AGREEMENT

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                                       88

information shall be distributed to the Lenders pursuant to the terms hereof,
the Administrative Agent shall not have any duty or responsibility to provide
any Lender with any credit or other information concerning the affairs,
financial condition or business of the Borrower or any of its Subsidiaries (or
any of its Affiliates) that may come into the possession of the Administrative
Agent or any of its Affiliates.

           10.07 FAILURE TO ACT. Except for action expressly required of the
Administrative Agent hereunder and under the other Credit Documents, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder and thereunder unless it shall receive further
assurances to its satisfaction from the Lenders of their indemnification
obligations under Section 10.05 hereof against any and all liability and expense
that may be incurred by it by reason of taking or continuing to take any such
action.

           10.08 RESIGNATION OF AGENT. Subject to the appointment and acceptance
of a successor Agent as provided below, the Administrative Agent may resign at
any time by giving notice thereof to the Lenders and the Borrower. Upon any such
resignation, the Required Lenders shall have the right to appoint a successor
Agent from among the Lenders. If no successor Agent shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Agent's giving of notice of resignation, then the retiring
Agent may, on behalf of the Lenders, appoint a successor Agent, which shall be a
bank which has an office in the United States of America, with a combined
capital and surplus of at least $500,000,000, PROVIDED that if such successor
Agent shall not have an office in New York, New York at which payments hereunder
and notices delivered hereunder and under the Security Documents are to be made,
then the parties hereto agree to effect such modifications to this Agreement and
the Security Documents as shall be appropriate to permit such payments to be
made and such notices to be delivered to a non-New York office. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After any
retiring Agent's resignation hereunder as Agent, the provisions of this Section
10 shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent.

           10.09 OTHER AGENTS, ETC. Notwithstanding anything herein to the
contrary the Sole Bookrunner and the Sole Lead Arranger, the Co-Syndication
Agents and the Co-Documentation Agents named on the cover page of this Agreement
shall not have any duties or liabilities under this Agreement, except in their
capacity, if any, as Lenders.


           Section 11. MISCELLANEOUS.

           11.01 WAIVER. No failure on the part of the Administrative Agent or
any Lender to exercise and no delay in exercising, and no course of dealing with
respect to, any right, power or privilege under this Agreement or any Note shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or privilege under this Agreement or any Note preclude any other or
further exercise thereof or the exercise of any other right, power or

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                                       89

privilege. The remedies provided herein are cumulative and not exclusive of any
remedies provided by law.

           11.02 NOTICES. (a) Except in the case of notices and other
communications expressly permitted to be given by telephone (and subject to
paragraph (b) of this Section 11.02), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopy, as follows:

           (i) if to the Borrower, to it at 50 West State Street, 12th Floor,
      Trenton, NJ 08608, Attention of Jean Clifton, Julie Beck and Ricardo
      Venegas (Telephone No. (609) 396-2200; Telecopy No. (609) 396-8731);

           (ii) if to the Administrative Agent, to JPMorgan Chase Bank, N.A.,
      1111 Fannin Street, 10th Floor, Houston, Texas 77002-8069, Attention of
      Kunal Sharma, Loan and Agency Services (Telephone No. (713) 750-7931;
      Telecopy No. (713) 750-2358), with a copy to JPMorgan Chase Bank, N.A.,
      270 Park Avenue, New York 10017, Attention of Peter Thauer (Telephone No.
      (212) 270-6289; Telecopy No. (212) 270-5127);

           (iii) if to the Swingline Lender, to JPMorgan Chase Bank, N.A., 1111
      Fannin Street, 10th Floor, Houston, Texas 77002-8069, Attention of Kunal
      Sharma, Loan and Agency Services (Telephone No. (713) 750-7931; Telecopy
      No. (713) 750-2358), with a copy to JPMorgan Chase Bank, N.A., 270 Park
      Avenue, New York 10017, Attention of Peter Thauer (Telephone No. (212)
      270-6289; Telecopy No. (212) 270-5127);

           (iv) if to an Issuing Lender, to it at its address (or telecopy
      number) set forth in its Administrative Questionnaire; and

           (v) if to any other Lender, to it at its address (or telecopy number)
      set forth in its Administrative Questionnaire.

           (b) Notices and other communications to the Lenders hereunder may be
      delivered or furnished by electronic communications pursuant to procedures
      approved by the Administrative Agent; PROVIDED that the foregoing shall
      not apply to notices pursuant to Section 2 hereof unless otherwise agreed
      by the Administrative Agent and the applicable Lender. The Administrative
      Agent or the Borrower may, in its discretion, agree to accept notices and
      other communications to it hereunder by electronic communications pursuant
      to procedures approved by it; PROVIDED that approval of such procedures
      may be limited to particular notices or communications.

           (c) Any party hereto may change its address or telecopy number for
      notices and other communications hereunder by notice to the other parties
      hereto. All notices and other communications given to any party hereto in
      accordance with the provisions of this Agreement shall be deemed to have
      been given on the date of receipt.

           11.03 EXPENSES, ETC. The Borrower agrees to pay or reimburse each of
the Lenders and the Administrative Agent for: (a) all reasonable out-of-pocket
costs and expenses of

                                CREDIT AGREEMENT

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                                       90

the Administrative Agent (including, without limitation, the reasonable fees and
expenses of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to
JPMCB) in connection with (i) the negotiation, preparation, execution and
delivery of this Agreement and the other Credit Documents, the making of the
Loans hereunder and the syndication of the credit facilities hereby provided and
(ii) the negotiation or preparation of any modification, supplement or waiver of
any of the terms of this Agreement or any of the other Credit Documents (whether
or not consummated); (b) all reasonable out-of-pocket costs and expenses of the
Lenders and the Administrative Agent (including, without limitation, the
reasonable fees and expenses of legal counsel) in connection with (i) any
Default and any enforcement or collection proceedings resulting therefrom,
including, without limitation, all manner of participation in or other
involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding
up or liquidation proceedings, (y) judicial or regulatory proceedings and (z)
workout, restructuring or other negotiations or proceedings (whether or not the
workout, restructuring or transaction contemplated thereby is consummated) and
(ii) the enforcement of this Section 11.03; and (c) all transfer, stamp,
documentary or other similar taxes, assessments or charges levied by any
Governmental Authority in respect of this Agreement or any of the other Credit
Documents or any other document referred to herein or therein and all costs,
expenses, taxes, assessments and other charges incurred in connection with any
filing, registration, recording or perfection of any security interest
contemplated by any Credit Document or any other document referred to therein.

           The Borrower hereby agrees to indemnify the Administrative Agent,
each Lender, the Affiliates of the Administrative Agent and of each Lender and
their respective directors, officers, employees, attorneys and agents from, and
hold each of them harmless against, any and all losses, liabilities, claims,
damages or expenses incurred by any of them (including, without limitation, any
and all losses, liabilities, claims, damages or expenses incurred by the
Administrative Agent or any Lender, whether or not the Administrative Agent or
any Lender is a party thereto) arising out of or by reason of any investigation
or litigation or other proceedings (including any threatened investigation or
litigation or other proceedings) relating to the Loans or Letters of Credit
hereunder or any actual or proposed use by the Borrower or any of its
Subsidiaries of the proceeds of any of the Loans or Letters of Credit hereunder,
including, without limitation, the reasonable fees and disbursements of counsel
incurred in connection with any such investigation or litigation or other
proceedings (but excluding any such losses, liabilities, claims, damages or
expenses incurred by reason of the gross negligence or willful misconduct of the
Person to be indemnified). Without limiting the generality of the foregoing, the
Borrower will indemnify the Administrative Agent and each Lender from, and hold
the Administrative Agent and each Lender harmless against, any losses,
liabilities, claims, damages or expenses described in the preceding sentence
(excluding, as provided in the preceding sentence, any loss, liability, claim,
damage or expense incurred by reason of the gross negligence or willful
misconduct of the Person to be indemnified) arising under any Environmental Law
as a result of the past, present or future operations of the Borrower or any of
its Subsidiaries (or any predecessor in interest to the Borrower or any of its
Subsidiaries), or the past, present or future condition of any site or facility
owned, operated or leased at any time by the Borrower or any of its Subsidiaries
(or any such predecessor in interest), or any Release or threatened Release of
any Hazardous Materials at or from any such site or facility, including any such
Release or threatened Release that shall occur during any period when the
Administrative Agent or any Lender shall be in possession of any such site or
facility following the exercise by the

                                CREDIT AGREEMENT

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Administrative Agent or any Lender of any of its rights and remedies hereunder
or under any of the Security Documents.

           11.04 AMENDMENTS, ETC. Neither this Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement or
agreements in writing entered into by the Borrower and the Required Lenders or
by the Borrower and the Administrative Agent with the consent of the Required
Lenders; PROVIDED that no such agreement shall:

           (i) increase the Commitment of any Lender without the written consent
      of such Lender;

           (ii) reduce the principal amount of any Loan or LC Disbursement or
      reduce the rate of interest thereon, or reduce any fees payable hereunder,
      without the written consent of each Lender directly affected thereby;

           (iii) postpone the scheduled date of payment of the principal amount
      of any Loan or LC Disbursement, or any interest thereon, or any fees
      payable hereunder, or reduce the amount of, waive or excuse any such
      payment, or postpone the scheduled date of expiration of any Commitment,
      without the written consent of each Lender directly affected thereby;

           (iv) change Section 4.02 or 4.07 hereof in a manner that would alter
      the pro rata sharing of payments required thereby, without the written
      consent of each Lender directly affected thereby; or

           (v) change any of the provisions of this Section 11.04 or the
      definition of "Required Lenders" or any other provision hereof specifying
      the number or percentage of Lenders required to waive, amend or modify any
      rights hereunder or make any determination or grant any consent hereunder,
      without the written consent of each Lender directly affected thereby;

PROVIDED FURTHER that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent, the Issuing Lenders or the
Swingline Lender hereunder without the prior written consent of the
Administrative Agent, such Issuing Lenders or the Swingline Lender, as the case
may be; and PROVIDED FURTHER that, to the extent specified in Section 2.01(c)
hereof, this Agreement may be amended to establish Incremental Loan Commitments
of any Series pursuant to an Incremental Loan Amendment executed between the
Borrower, the relevant Incremental Lenders of such Series and the Administrative
Agent only, and any such Incremental Loan Amendment shall not require the
consent of any other party to this Agreement.

           The Administrative Agent may, with the prior written consent of the
Required Lenders (but not otherwise), consent to any modification, supplement or
waiver under any of the Credit Documents, PROVIDED that, without the prior
consent of each Lender, the Administrative Agent shall not (except as expressly
provided in the Credit Documents) (a) release all or substantially all of the
collateral or otherwise terminate any Lien with respect thereto under

                                CREDIT AGREEMENT

<PAGE>
                                       92

the Security Documents or (b) release all or substantially all of the Subsidiary
Guarantors from their respective obligations under the Security Document to
which they are party. Notwithstanding anything herein or in any other Credit
Document to the contrary, upon the occurrence of any Disposition of any
Subsidiary that is permitted hereunder or that is consented to by the Required
Lenders or any other transaction or event resulting in any Subsidiary ceasing to
be a Subsidiary of the Borrower, the Administrative Agent is hereby authorized
to release, without the prior consent of any Lender and at the request of the
Borrower, any Guarantee of such Subsidiary and any Liens on or Collateral
consisting of any of the property or Capital Stock of such Subsidiary. The
Administrative Agent shall take any action reasonably requested by the Borrower
(at the Borrower's sole cost and expense) to effect any such release.

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

           11.06 ASSIGNMENTS AND PARTICIPATIONS. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
Affiliate of an Issuing Lender that issues any Letter of Credit), except that
(i) the Borrower may not assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section 11.06. Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of an Issuing Lender that issues a
Letter of Credit), Participants (to the extent provided in paragraph (c) of this
Section 11.06) and, to the extent expressly contemplated hereby, the related
parties of each of the Administrative Agent, the Issuing Lenders and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

           (b)(i) Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld) of:

                (A) the Borrower, PROVIDED that no consent of the Borrower shall
      be required for an assignment to a Lender, an Affiliate of a Lender, an
      Approved Fund or, if an Event of Default has occurred and is continuing,
      any other assignee;

                (B) the Administrative Agent, PROVIDED that no consent of the
      Administrative Agent shall be required for an assignment of all or any
      portion of a Tranche A Term Loan to a Lender, an Affiliate of a Lender or
      an Approved Fund; and

                (C) each Issuing Lender (only in the case of any assignment of
      Revolving Credit Commitments and/or Revolving Credit Loans).

           (ii) Assignments shall be subject to the following additional
conditions:

                                CREDIT AGREEMENT

<PAGE>
                                       93

                (A) except in the case of an assignment to a Lender or an
      Affiliate of a Lender or an assignment of the entire remaining amount of
      the assigning Lender's Commitment or Loans of any Class, the amount of the
      Commitment or Loans of the assigning Lender subject to each such
      assignment (determined as of the date the Assignment and Assumption with
      respect to such assignment is delivered to the Administrative Agent) shall
      not be less than $5,000,000 or, in the case of any Incremental Term Loan
      having an Incremental Term Loan Maturity Date falling after the Tranche A
      Term Loan Maturity Date, such minimum amount (but not less than
      $1,000,000) as the Borrower and the Administrative Agent shall mutually
      agree at the time of the making of such Incremental Term Loan, unless each
      of the Borrower and the Administrative Agent otherwise consent, PROVIDED
      that no such consent of the Borrower shall be required if an Event of
      Default has occurred and is continuing;

                (B) each partial assignment shall be made as an assignment of a
      proportionate part of all the assigning Lender's rights and obligations
      under this Agreement, PROVIDED that this clause shall not be construed to
      prohibit the assignment of a proportionate part of all the assigning
      Lender's rights and obligations in respect of one Class of Commitments or
      Loans;

                (C) the parties to each assignment shall execute and deliver to
      the Administrative Agent an Assignment and Assumption, together with a
      processing and recordation fee of $3,500; and

                (D) the assignee, if it shall not be a Lender, shall deliver to
      the Administrative Agent an Administrative Questionnaire.

           (iii) Subject to acceptance and recording thereof pursuant to
paragraph (b)(iv) of this Section 11.06, from and after the effective date
specified in each Assignment and Assumption the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 5.01, 5.05, 5.06, 5.07 and 11.03 hereof). Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 11.06 shall be treated for purposes of this Agreement
as a sale by such Lender of a participation in such rights and obligations in
accordance with paragraph (c) of this Section 11.06.

           (iv) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amount of the
Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the "REGISTER"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent, the Issuing Lenders and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the
                                CREDIT AGREEMENT

<PAGE>
                                       94

terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower, any Issuing Lender and any Lender, at any reasonable
time and from time to time upon reasonable prior notice.

           (v) Upon its receipt of a duly completed Assignment and Assumption
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b) of
this Section 11.06 and any written consent to such assignment required by
paragraph (b) of this Section 11.06, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless
it has been recorded in the Register as provided in this paragraph.

           (c)(i) Any Lender may, without the consent of the Borrower, the
Administrative Agent, any Issuing Lender or the Swingline Lender, sell
participations to one or more banks or other entities (a "PARTICIPANT") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it);
PROVIDED that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, each Issuing Lender and the other Lenders shall continue
to deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; PROVIDED
that such agreement or instrument may provide that such Lender will not, without
the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso in the first sentence of Section 11.04 hereof or
in the proviso in the second sentence of Section 11.04 hereof that affects such
Participant. Subject to paragraph (c)(ii) of this Section 11.06, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 5.01,
5.05, 5.06 and 5.07 hereof to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to paragraph (b) of this Section
11.06. To the extent permitted by law, each Participant also shall be entitled
to the benefits of Section 4.07(a) hereof as though it were a Lender, PROVIDED
that such Participant agrees to be subject to Section 4.07(b) hereof as though
it were a Lender.

           (ii) A Participant shall not be entitled to receive any greater
payment under Section 5.01, 5.05, 5.06 or 5.07 hereof than the applicable Lender
would have been entitled to receive with respect to the participation sold to
such Participant, unless the sale of the participation to such Participant is
made with the Borrower's prior written consent. A Participant that would be a
Foreign Lender if it were a Lender shall not be entitled to the benefits of
Section 5.07 hereof unless the Borrower is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrower,
to comply with Section 5.07(e) hereof as though it were a Lender.

           (d) Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations
of such Lender, including without limitation any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section 11.06 shall not apply to
any such pledge or assignment of a security interest; PROVIDED

                                CREDIT AGREEMENT

<PAGE>
                                       95

that no such pledge or assignment of a security interest shall release a Lender
from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto.

           (e) Anything in this Section 11.06 to the contrary notwithstanding,
no Lender may assign or participate any interest in any Loan held by it
hereunder to the Borrower or any of its Subsidiaries or any Affiliates without
the prior consent of each Lender.

           11.07 SURVIVAL. The obligations of the Borrower under Sections 5.01,
5.05, 5.06, 5.07 and 11.03 hereof, and the obligations of the Lenders under
Section 10.05 hereof, shall survive the repayment of the Loans and the
termination of the Commitments. In addition, each representation and warranty
made, or deemed to be made by a notice of any Loan or other extension of credit
hereunder, herein or pursuant hereto shall survive the making of such
representation and warranty, and no Lender shall be deemed to have waived, by
reason of making any Loan or other extension of credit hereunder, any Default
that may arise by reason of such representation or warranty proving to have been
false or misleading, notwithstanding that such Lender or the Administrative
Agent may have had notice or knowledge or reason to believe that such
representation or warranty was false or misleading at the time such Loan or
other extension of credit hereunder was made.

           11.08 CAPTIONS. The table of contents and captions and section
headings appearing herein are included solely for convenience of reference and
are not intended to affect the interpretation of any provision of this
Agreement.

           11.09 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing
any such counterpart.

           11.10 GOVERNING LAW; SUBMISSION TO JURISDICTION. This Agreement and
the Notes shall be governed by, and construed in accordance with, the law of the
State of New York. The Borrower hereby submits to the nonexclusive jurisdiction
of the United States District Court for the Southern District of New York and of
any New York State Court sitting in New York County for the purposes of all
legal proceedings arising out of or relating to this agreement or the
transactions contemplated hereby. The Borrower irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such proceeding brought in such a court
and any claim that any such proceeding brought in such a court has been brought
in an inconvenient forum.

           11.11 WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE
AGENT AND THE BANKS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

           11.12 CONFIDENTIALITY. Each of the Administrative Agent, the Issuing
Lenders and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that any Information may be disclosed (a)
to its and its Affiliates' directors, officers,

                                CREDIT AGREEMENT

<PAGE>
                                       96

employees and agents, including accountants, legal counsel and other advisors if
such persons need to know such Information (it being understood that the Persons
to whom such disclosure is made will be informed of the confidential nature of
such Information and instructed to keep such Information confidential), (b) to
the extent requested by any Governmental Authority, (c) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process,
(d) to any other party to this Agreement, (e) in connection with the exercise of
any remedies hereunder or any suit, action or proceeding relating to this
Agreement or the enforcement of rights hereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section 11.12, to
(i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)
any actual or prospective counterparty (or its advisors) to any swap or
derivative transaction relating to the Borrower and its obligations, (g) with
the consent of the Borrower or (h) to the extent such Information (i) becomes
publicly available other than as a result of a breach of this Section 11.12 or
(ii) becomes available to the Administrative Agent, any Issuing Lender or any
Lender on a nonconfidential basis from a source other than the Borrower or its
Subsidiaries or on behalf of the Borrower or its Subsidiaries and the
Administrative Agent, such Issuing Lender or such Lender, as applicable, is not
thereafter informed in writing that such Information is confidential. For the
purposes of this Section 11.12, "INFORMATION" shall mean all information
received from the Borrower relating to the Borrower or its business, other than
any such information that is available to the Administrative Agent, any Issuing
Lender or any Lender on a nonconfidential basis prior to disclosure by the
Borrower; PROVIDED that, in the case of information received from the Borrower
after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section 11.12 shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

           11.13 USA PATRIOT ACT. Each Lender hereby notifies the Borrower that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)), such Lender may be required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender to identify the Borrower in accordance with said Act.

                                CREDIT AGREEMENT

<PAGE>
                                       97

          IN WITNESS WHEREOF, the parties hereto have caused this Credit
Agreement to be duly executed as of the day and year first above written.

                               JOURNAL REGISTER COMPANY


                               By: /S/ JEAN B. CLIFTON
                                  --------------------------------------------
                                  Title: President, Chief Operating Officer
                                         and Secretary

                               U.S. Federal Tax Identification No.: 22-3498615


                               JPMORGAN CHASE BANK, N.A.,
                               individually and as Administrative Agent,


                               By: /S/ PETER B. THAUER
                                  --------------------------------------------
                                  Name:  Peter B. Thauer
                                  Title:  Vice President


                               BANK OF COMMUNICATIONS, NEW YORK BRANCH


                               By: /S/ SHELLEY HE
                                  --------------------------------------------
                                  Name: Shelley He
                                  Title:  Deputy General Manager

                               ALLIED IRISH BANKS, P.L.C.


                               By: /S/ ANTHONY O'REILLY
                                  --------------------------------------------
                                  Name:  Anthony O'Reilly
                                  Title:  Senior Vice President

                               By: /S/ DENISE MAGYER
                                  --------------------------------------------
                                  Name:  Denise Magyer
                                  Title:  Vice President


                                CREDIT AGREEMENT

<PAGE>
                                       98

                               COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEEN BANK
                               B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH


                               By: /S/ KIMBERLY A. MILLER
                                  --------------------------------------------
                                  Name:  Kimberly A. Miller
                                  Title:  Vice President

                               By: /S/ BRETT DELFINO
                                  --------------------------------------------
                                  Name:  Brett Delfino
                                  Title:  Executive Director


                               UNION BANK OF CALIFORNIA, N.A.


                               By: /S/ RICHARD VIAN
                                  --------------------------------------------
                                  Name:  Richard Vian
                                  Title:  Vice President


                               CITICORP USA, INC.


                               By: /S/ JOHN JUDGE
                                  --------------------------------------------
                                  Name: John Judge
                                  Title:  Vice President

                               THE ROYAL BANK OF SCOTLAND PLC


                               By: /S/ EDDIE DEC
                                  --------------------------------------------
                                  Name: Eddie Dec
                                  Title:  Vice President

                               FIRSTRUST BANK


                               By: /S/ KENT D. NELSON
                                  --------------------------------------------
                                  Name:  Kent D. Nelson
                                  Title:  Senior Vice President

                               MANUFACTURERS AND TRADERS TRUST
                               COMPANY


                               By: /S/ LAUREL LB MAGRUDER
                                  --------------------------------------------
                                  Name:  Laurel LB Magruder
                                  Title:  Vice President


                                CREDIT AGREEMENT

<PAGE>
                                       99

                               WEBSTER BANK, NATIONAL ASSOCIATION


                               By: /S/ GAIL BRUHN
                                  --------------------------------------------
                                  Name: Gail Bruhn
                                  Title:  Senior Vice President

                               US BANK


                               By: /S/ ALAN MCLINTOCK
                                  --------------------------------------------
                                  Name:  Alan McLintock
                                  Title:  Vice President

                               GENERAL ELECTRIC CAPITAL CORPORATION


                               By: /S/ KARL KIEFFER
                                  --------------------------------------------
                                  Name:  Karl Kieffer
                                  Title:  Authorized Signatory

                               BANK OF AMERICA, N.A.


                               By: /S/ BRADLEY ROUSSEAU
                                  --------------------------------------------
                                  Name:  Bradley Rousseau
                                  Title:  Vice President

                               WACHOVIA BANK, NA


                               By: /S/ MARK L. COOK
                                  --------------------------------------------
                                  Name:  Mark L. Cook
                                  Title: Director

                               ERSTE BANK NEW YORK


                               By: /S/ ROBERT J. WAGMAN
                                  --------------------------------------------
                                  Name:  Robert J. Wagman
                                  Title: Director

                               By: /S/ BRYAN LYNCH
                                  --------------------------------------------
                                  Name:  Bryan Lynch
                                  Title:  First Vice President


                                CREDIT AGREEMENT
<PAGE>
                                       100

                               MIZUHO CORPORATE BANK LTD.


                               By: /S/ RAYMOND VENTURA
                                  --------------------------------------------
                                  Name:  Raymond Ventura
                                  Title:  Deputy General Manager

                               SUNTRUST BANK


                               By: /S/ BRIAN COMBS
                                  --------------------------------------------
                                  Name:  Brian Combs
                                  Title: Director

                               ROYAL BANK OF CANADA


                               By: /S/ MARK S. GRONICH
                                  --------------------------------------------
                                  Name:  Mark S. Gronich
                                  Title:  Authorized Signatory

                               BNP PARIBAS


                               By: /S/ STEPHANIE ROGERS
                                  --------------------------------------------
                                  Name:  Stephanie Rogers
                                  Title:  Vice President

                               By: /S/ OLA ANDERSSEN
                                  --------------------------------------------
                                  Name:  Ola Anderssen
                                  Title: Director


                               CALYON NEW YORK BRANCH


                               By: /S/ DOUGLAS E. ROPER
                                  --------------------------------------------
                                  Name:  Douglas E. Roper
                                  Title:  Managing Director and Manager

                               By: /S/ JEREMY HORN
                                  --------------------------------------------
                                  Name:  Jeremy Horn
                                  Title:  Vice President


                                CREDIT AGREEMENT

<PAGE>
                                       101

                               CREDIT INDUSTRIEL ET COMMERCIAL


                               By: /S/ ANTHONY ROCK
                                  --------------------------------------------
                                  Name:  Anthony Rock
                                  Title:  Vice President

                               By: /S/ MARCUS EDWARD
                                  --------------------------------------------
                                  Name:  Marcus Edward
                                  Title:  Vice President

                               KEYBANK NATIONAL ASSOCIATION


                               By: /S/ MICHELLE L. REEF
                                  --------------------------------------------
                                  Name:  Michelle L. Reef
                                  Title:  Vice President

                               SUMITOMO MITSUI BANKING CORPORATION


                               By: /S/ SHIGERU TSURU
                                  --------------------------------------------
                                  Name:  Shigeru Tsuru
                                  Title:  Joint General Manager

                               THE BANK OF NEW YORK


                               By: /S/ STEVEN J. CORRELL
                                  --------------------------------------------
                                  Name:  Steven J. Correll
                                  Title:  Vice President

                               COMERICA BANK


                               By: /S/ RICHARD C. HAMPSON
                                  --------------------------------------------
                                  Name:  Richard C. Hampson
                                  Title:  Vice President



                                CREDIT AGREEMENT