<PAGE>

                                                                    Exhibit 10.4

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                                CREDIT AGREEMENT

                                      among

                        K-III COMMUNICATIONS CORPORATION,

                             CANADIAN SAILINGS INC.,

                          VARIOUS LENDING INSTITUTIONS,

                              THE BANK OF NEW YORK

                                       and

                             BANKERS TRUST COMPANY,

                            AS CO-SYNDICATION AGENTS,

                            THE BANK OF NOVA SCOTIA,

                             AS DOCUMENTATION AGENT

                                       and

                         THE CHASE MANHATTAN BANK, N.A.,

                             AS ADMINISTRATIVE AGENT

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

                            Dated as of May 24, 1996

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

                                 $1,250,000,000

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<PAGE>

                                TABLE OF CONTENTS

                                                                   Page
                                                                   ----
SECTION 1.   Amount and Terms of Credit.............................  1
      1.01  Commitments.............................................  1
      1.02  Minimum Borrowing Amounts, etc..........................  6
      1.03  Notice of Borrowing.....................................  6
      1.04  Disbursement of Funds...................................  7
      1.05  Register................................................  9
      1.06  Conversions.............................................  9
      1.07  Pro Rata Borrowings.....................................  9
      1.08  Interest................................................ 10
      1.09  Interest Periods........................................ 11
      1.10  Increased Costs, Illegality, etc........................ 12
      1.11  Compensation............................................ 16
      1.12  Change of Lending Office................................ 16
      1.13  Tranche B Commitments................................... 17

SECTION 2.   Letters of Credit...................................... 18
      2.01  Letters of Credit....................................... 18
      2.02  Minimum Stated Amount................................... 19
      2.03  Letter of Credit Requests; Notices of Issuance.......... 19
      2.04  Agreement to Repay Letter of Credit Drawings............ 19
      2.05  Letter of Credit Participations......................... 20
      2.06  Increased Costs......................................... 22

SECTION 3.   Fees; Commitments...................................... 23
      3.01  Fees.................................................... 23
      3.02  Voluntary Reduction of Commitments...................... 24
      3.03  Mandatory Reduction of Commitments, etc................. 25

SECTION 4.   Payments............................................... 28
      4.01  Voluntary Prepayments................................... 28
      4.02  Mandatory Repayments.................................... 29
      4.03  Method and Place of Payment............................. 32
      4.04  Net Payments............................................ 32


                                       (i)
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                                                                   Page
                                                                   ----
SECTION 5.   Conditions Precedent................................... 34
      5.01  Execution of Agreement.................................. 34
      5.02  No Default; Representations and Warranties.............. 34
      5.03  Opinions of Counsel..................................... 34
      5.04  Corporate Proceedings................................... 35
      5.05  Existing Credit Agreements.............................. 35
      5.06  Guaranties.............................................. 35
      5.07  Notice of Borrowing; Letter of Credit Request........... 36
      5.08  Payment of Fees, etc.................................... 36
      5.09  Contribution Agreement.................................. 36
      5.10  Existing Indebtedness Agreements........................ 36

SECTION 6.   Representations, Warranties and Agreements............. 37
      6.01  Corporate Status........................................ 37
      6.02  Corporate Power and Authority........................... 37
      6.03  No Violation............................................ 38
      6.04  Litigation.............................................. 38
      6.05  Use of Proceeds; Margin Regulations..................... 38
      6.06  Governmental Approvals.................................. 39
      6.07  Investment Company Act.................................. 39
      6.08  Public Utility Holding Company Act...................... 39
      6.09  True and Complete Disclosure............................ 40
      6.10  Financial Statements; Financial Condition............... 40
      6.11  Tax Returns and Payments................................ 41
      6.12  Compliance with ERISA................................... 41
      6.13  Subsidiaries............................................ 42
      6.14  Intellectual Property................................... 42
      6.15  Compliance with Statutes, etc........................... 43

SECTION 7.   Affirmative Covenants.................................. 43
      7.01  Information Covenants................................... 43
      7.02  Books, Records and Inspections.......................... 46
      7.03  Payment of Taxes........................................ 46
      7.04  Corporate Franchises.................................... 46
      7.05  Compliance with Statutes, etc........................... 47
      7.06  ERISA................................................... 47
      7.07  End of Fiscal Years; Fiscal Quarters.................... 48
      7.08  Use of Proceeds......................................... 48


                                      (ii)
<PAGE>

                                                                   Page
                                                                   ----
      7.09  Ownership of Subsidiaries............................... 48
      7.10  Maintenance of Corporate Separateness................... 48
      7.11  Canadian Borrower Capital Structure..................... 49

SECTION 8.   Negative Covenants..................................... 49
      8.01  Changes in Business..................................... 49
      8.02  Consolidation, Merger, Sale or Purchase of Assets, etc.. 49
      8.03  Liens................................................... 53
      8.04  Indebtedness............................................ 55
      8.05  Advances, Investments and Loans......................... 57
      8.06  Contingent Obligations.................................. 59
      8.07  Dividends, etc.......................................... 61
      8.08  Transactions with Affiliates............................ 63
      8.09  Fixed Charge Coverage Ratio............................. 63
      8.10  Interest Coverage Ratio................................. 64
      8.11  Leverage Ratio.......................................... 64
      8.12  Issuance of Stock....................................... 65
      8.13  Modifications of Certain Agreements, etc................ 65
      8.14  Limitation on the Creation of Subsidiaries; Redesignation 
              of Partially-Owned Restricted Subsidiaries............ 66
      8.15  Limitation on Payments Under the Non-Compete Notes...... 67

SECTION 9.   Events of Default...................................... 68
      9.01  Payments................................................ 68
      9.02  Representations, etc.................................... 68
      9.03  Covenants............................................... 68
      9.04  Default Under Other Agreements.......................... 68
      9.05  Bankruptcy, etc......................................... 69
      9.06  ERISA................................................... 69
      9.07  Guaranty................................................ 70
      9.08  Judgments............................................... 70
      9.09  Ownership............................................... 70

SECTION 10.  Definitions............................................ 71

SECTION 11.   The Administrative Agent..............................110
      11.01  Appointment............................................110
      11.02  Delegation of Duties...................................111


                                      (iii)
<PAGE>

                                                                   Page
                                                                   ----
      11.03  Exculpatory Provisions.................................111
      11.04  Reliance by Administrative Agent.......................112
      11.05  Notice of Default......................................112
      11.06  Non-Reliance on Administrative Agent and Other Banks...112
      11.07  Indemnification........................................113
      11.08  Administrative Agent in Its Individual Capacity........114
      11.09  Holders................................................114
      11.10  Resignation of the Administrative Agent; Successor
               Agent................................................114

SECTION 12.   Miscellaneous.........................................115
      12.01  Payment of Expenses, etc...............................115
      12.02  Right of Setoff........................................116
      12.03  Notices................................................116
      12.04  Benefit of Agreement...................................116
      12.05  No Waiver; Remedies Cumulative.........................119
      12.06  Payments Pro Rata......................................119
      12.07  Calculations; Computations.............................120
      12.08  Governing Law; Submission to Jurisdiction; Venue.......120
      12.09  Counterparts...........................................121
      12.10  Effectiveness..........................................122
      12.11  Headings Descriptive...................................122
      12.12  Amendment or Waiver....................................122
      12.13  Survival...............................................123
      12.14  Domicile of Loans......................................123
      12.15  Confidentiality........................................123
      12.16  Waiver of Jury Trial...................................124


                                      (iv)
<PAGE>

ANNEX I           List of Banks
ANNEX II          Bank Addresses
ANNEX III         Existing Letters of Credit
ANNEX IV          Subsidiaries
ANNEX V           Liens
ANNEX VI          Existing Debt/Existing Contingent Obligations
ANNEX VII         Existing Preferred Stock


EXHIBIT A         --   Form of Notice of Borrowing
EXHIBIT B         --   Form of Tranche B Assumption Agreement
EXHIBIT C-1       --   Form of Opinion of Simpson, Thacher & Bartlett
EXHIBIT C-2       --   Form of Opinion of Beverly C. Chell, Esq.
EXHIBIT C-3       --   Form of Opinion of Canadian Counsel
EXHIBIT C-4       --   Form of Opinion of White & Case
EXHIBIT D         --   Form of Officer's Certificate
EXHIBIT E-1       --   Form of Subsidiary Guaranty
EXHIBIT E-2       --   Form of Company Guaranty
EXHIBIT F         --   Form of Contribution Agreement
EXHIBIT G         --   Form of Assignment and Assumption
                         Agreement
EXHIBIT H         --   Form of Subsidiary Assumption Agreement


                                       (v)
<PAGE>

            CREDIT AGREEMENT, dated as of May 24, 1996, among K-III
COMMUNICATIONS CORPORATION, a Delaware corporation (the "Company"), CANADIAN
SAILINGS INC., a Canada corporation (the "Canadian Borrower"), the
lending institutions listed from time to time on Annex I hereto (each a "Bank"
and, collectively, the "Banks"), THE BANK OF NOVA SCOTIA, as the Canadian
Lender, THE BANK OF NEW YORK and BANKERS TRUST COMPANY, as Co-Syndication
Agents, THE BANK OF NOVA SCOTIA, as Documentation Agent and THE CHASE MANHATTAN
BANK, N.A., as Administrative Agent (the "Administrative Agent"). Unless
otherwise defined herein, all capitalized terms used herein and defined in
Section 10 are used herein as so defined.

                              W I T N E S S E T H :

            WHEREAS, subject to and upon the terms and conditions herein set
forth, the Banks are willing to make available the credit facilities provided
for herein;

            NOW, THEREFORE, IT IS AGREED:

            SECTION 1. Amount and Terms of Credit.

            1.01 Commitments. (a) Subject to and upon the terms and conditions
set forth herein, each Bank with a Term Loan Commitment severally agrees to
make, on the Initial Borrowing Date, a term loan or term loans (each a "Term
Loan" and, collectively, the "Term Loans") to the Company, which Term Loans (i)
shall be made pursuant to a single drawing, (ii) shall, at the option of the
Company, be Base Rate Loans or Eurodollar Loans, provided that all Term Loans
made as part of the same Borrowing shall, unless otherwise specifically provided
herein, consist of Term Loans of the same Type, (iii) shall equal for each Bank,
in initial aggregate principal amount, that amount which equals the Term Loan
Commitment of such Bank on the Initial Borrowing Date (before giving effect to
the termination thereof on such date pursuant to Section 3.03(d)). Once repaid,
Term Loans incurred hereunder may not be reborrowed.

            (b) Subject to and upon the terms and conditions herein set forth,
each Bank with a Tranche A Revolving Loan Commitment severally agrees at any
time and
                                         1
<PAGE>

from time to time on and after the Initial Borrowing Date and prior to the 
Final Maturity Date, to make a revolving loan or revolving loans (each a 
"Tranche A Revolving Loan" and, collectively, the "Tranche A Revolving 
Loans") to the Company, which Tranche A Revolving Loans (i) shall, at the 
option of the Company, be Base Rate Loans or Eurodollar Loans, provided that 
all Tranche A Revolving Loans made as part of the same Borrowing shall, 
unless otherwise specifically provided herein, consist of Tranche A Revolving 
Loans of the same Type, (ii) may be repaid and reborrowed in accordance with 
the provisions hereof, (iii) shall not exceed for any Bank at any time 
outstanding that aggregate principal amount which, when combined with such 
Bank's Adjusted Percentage, if any, of the sum of (x) the Letter of Credit 
Outstandings at such time, (y) the outstanding principal amount of Swingline 
Loans at such time plus (z) the Dollar Equivalent of the outstanding 
principal amount of Canadian Dollar Loans at such time, equals (1) if such 
Bank is a Non-Defaulting Bank, the Adjusted Tranche A Commitment of such Bank 
at such time and (2) if such Bank is a Defaulting Bank, the Tranche A 
Revolving Loan Commitment of such Bank at such time and (iv) shall not exceed 
in aggregate principal amount at any time outstanding, when combined with the 
aggregate principal amount of all Swingline Loans then outstanding, the 
Dollar Equivalent of the aggregate principal amount of Canadian Dollar Loans 
then outstanding and the aggregate amount of all Letter of Credit 
Outstandings at such time, an amount equal to the Total Tranche A Revolving 
Loan Commitment at such time.

            (c) Subject to and upon the terms and conditions herein set forth,
each Bank with a Tranche B Revolving Loan Commitment severally agrees at any
time and from time to time on and after the Tranche B Assumption Date with
respect to such Bank and prior to the Final Maturity Date, to make a revolving
loan or revolving loans (each a "Tranche B Revolving Loan" and together with the
Tranche A Revolving Loans, the "Revolving Loans") to the Company, which Tranche
B Revolving Loans (i) shall, at the option of the Company, be Base Rate Loans or
Eurodollar Loans, provided that all Tranche B Revolving Loans made as part of
the same Borrowing shall, unless otherwise specifically provided herein, consist
of Tranche B Revolving Loans of the same Type, (ii) may be repaid and reborrowed
in accordance with the provisions hereof, (iii) shall not exceed for any Bank at
any time outstanding that aggregate principal amount which equals the Tranche B
Revolving Loan Commitment of such Bank at such time.

            (d) Subject to and upon the terms and conditions herein set forth,
Chase in its individual capacity agrees to make, at any time and from time to
time on and after the Initial Borrowing Date and prior to the Swingline Expiry
Date, a revolving loan or revolving loans (each a "Swingline Loan" and,
collectively, the "Swingline Loans") to the Company, which Swingline Loans (i)
shall be made and maintained as Base Rate 


                                       -2-
<PAGE>

Loans, (ii) may be repaid and reborrowed in accordance with the provisions 
hereof, (iii) shall not exceed in aggregate principal amount at any time 
outstanding, when combined with the aggregate principal amount of all Tranche 
A Revolving Loans made by Non-Defaulting Banks then outstanding, the Dollar 
Equivalent of the principal amount of all Canadian Dollar Loans then 
outstanding and the Letter of Credit Outstandings at such time, an amount 
equal to the Adjusted Total Tranche A Commitment then in effect (after giving 
effect to any reductions to the Adjusted Total Tranche A Commitment on such 
date) and (iv) shall not exceed in aggregate principal amount at any time 
outstanding the Maximum Swingline Amount. Chase will not make a Swingline 
Loan after it has received written notice from the Required Banks that one or 
more of the applicable conditions to Credit Events specified in Section 5 are 
not then satisfied.

            (e) On any Business Day, Chase may, in its sole discretion, give
notice to the Banks that its outstanding Swingline Loans shall be funded with a
Borrowing of Tranche A Revolving Loans (provided that each such notice shall be
deemed to have been automatically given upon the occurrence of an Event of
Default under Section 9.05), in which case a Borrowing of Tranche A Revolving
Loans constituting Base Rate Loans (each such Borrowing, a "Mandatory
Borrowing") shall be made on the immediately succeeding Business Day by all
Banks with a Tranche A Revolving Loan Commitment pro rata based on each Bank's
Adjusted Percentage (determined before giving effect to any termination of the
Tranche A Revolving Loan Commitments pursuant to the last paragraph of Section
9), and the proceeds thereof shall be applied directly to repay Chase for such
outstanding Swingline Loans. Each such Bank hereby irrevocably agrees to make
Base Rate Loans upon one Business Day's notice pursuant to each Mandatory
Borrowing in the amount and in the manner specified in the preceding sentence
and on the date specified in writing by Chase notwithstanding (i) that the
amount of the Mandatory Borrowing may not comply with the Minimum Borrowing
Amount otherwise required hereunder, (ii) whether any conditions specified in
Section 5 are then satisfied, (iii) whether a Default or an Event of Default has
occurred and is continuing, (iv) the date of such Mandatory Borrowing and (v)
any reduction in the Total Tranche A Revolving Loan Commitment or Adjusted Total
Tranche A Commitment after any such Swingline Loans were made. In the event that
any Mandatory Borrowing cannot for any reason be made on the date otherwise
required above (including, without limitation, as a result of the commencement
of a proceeding under the Bankruptcy Code in respect of the Company), then each
such Bank (other than Chase) hereby agrees that it shall forthwith purchase (as
of the date the Mandatory Borrowing would otherwise have occurred, but adjusted
for any payments received from the Company on or after such date and prior to
such purchase) from Chase (without recourse or warranty other than that such
Swingline Loans are free and clear of any Liens) such assignment of the


                                       -3-
<PAGE>

outstanding Swingline Loans as shall be necessary to cause such Banks to 
share in such Swingline Loans ratably based upon their respective Adjusted 
Percentages (determined before giving effect to any termination of the 
Tranche A Revolving Loan Commitments pursuant to the last paragraph of 
Section 9), provided that all interest payable on the Swingline Loans shall 
be for the account of Chase until the date the respective assignment is 
purchased and, to the extent attributable to the purchased assignment, shall 
be payable to the Bank purchasing same from and after such date of purchase. 
Upon any change in the Tranche A Revolving Loan Commitments or Adjusted 
Percentages of the Banks pursuant to Section 1.10(c)(ii) or 12.04(b), or upon 
the occurrence of a Bank Default, it is hereby agreed that, with respect to 
all outstanding Swingline Loans, there shall be an automatic adjustment to 
the participations pursuant to this Section 1.01(e) to reflect the new 
Adjusted Percentages of the assigning and assignee Banks or of all 
Non-Defaulting Banks, as the case may be.

            (f) Subject to and upon the terms and conditions herein set forth,
the Canadian Lender in its individual capacity agrees to make, at any time and
from time to time on and after the Initial Borrowing Date and prior to the Final
Maturity Date, a revolving loan or revolving loans (each a "Canadian Dollar
Loan" and, collectively, the "Canadian Dollar Loans") to the Canadian Borrower,
which Canadian Dollar Loans (i) shall, at the option of the Canadian Borrower,
be Base Rate Loans or Eurodollar Loans, provided that all Canadian Dollar Loans
made as part of the same Borrowing shall, unless otherwise specifically provided
herein, consist of Canadian Dollar Loans of the same Type, (ii) may be repaid
and reborrowed in accordance with the provisions hereof, (iii) shall not exceed
in Dollar Equivalent aggregate principal amount at any time outstanding, when
combined with the aggregate principal amount of all Tranche A Revolving Loans
made by Non-Defaulting Banks then outstanding, the aggregate principal amount of
all Swingline Loans then outstanding and the Letter of Credit Outstandings at
such time, an amount equal to the Adjusted Total Tranche A Commitment then in
effect (after giving effect to any reductions to the Adjusted Total Tranche A
Commitment on such date) and (iv) shall not exceed in Dollar Equivalent
aggregate principal amount at any time outstanding the Maximum Canadian Dollar
Amount. The Canadian Lender will not make a Canadian Dollar Loan after it has
received written notice from the Required Banks that one or more of the
applicable conditions to Credit Events specified in Section 5 are not then
satisfied. On the date of the making of any Canadian Dollar Loan, the Canadian
Lender shall notify the Administrative Agent and the Canadian Borrower of the
Dollar Equivalent of such Borrowing of Canadian Dollar Loans on such date.


                                       -4-
<PAGE>

            (g) On any Business Day, the Canadian Lender may, in its sole 
discretion, give notice to the Banks that all outstanding Canadian Dollar 
Loans shall be assigned to the Banks (provided that such notice shall be 
deemed to have been automatically given upon the occurrence of an Event of 
Default under Section 9.05). Each Bank with a Tranche A Revolving Loan 
Commitment hereby irrevocably and unconditionally agrees that in the event 
that any such notice is given or deemed given, such Bank shall purchase from 
the Canadian Lender (without recourse or warranty other than that such 
Canadian Dollar Loans are free and clear of any Liens) an assignment of the 
outstanding Canadian Dollar Loans in an amount equal to such Bank's Adjusted 
Percentage of such outstanding Canadian Dollar Loans in accordance with the 
provisions of this Section 1.01(g). Any such purchase shall be made on the 
second immediately succeeding Business Day, on which Business Day each such 
Bank shall pay to the Administrative Agent for the account of the Canadian 
Lender an amount equal to such Bank's Adjusted Percentage of all outstanding 
Canadian Dollar Loans in Canadian Dollars and same day funds. If and to the 
extent any such Bank shall not have so made its Adjusted Percentage of the 
outstanding principal amount of the Canadian Dollar Loans available to the 
Administrative Agent for the account of the Canadian Lender, such Bank agrees 
to pay to the Administrative Agent for the account of the Canadian Lender, 
forthwith on demand such amount, together with interest thereon, for each day 
from such date until the date such amount is paid to the Administrative Agent 
for the account of the Canadian Lender at the overnight Federal Funds rate. 
All interest payable on the Canadian Dollar Loans shall be for the account of 
the Canadian Lender until the date the respective assignment is purchased 
and, to the extent attributable to the purchased assignment, shall be payable 
to the Bank purchasing same from and after such date of purchase. The failure 
of any such Bank to make available to the Administrative Agent for the 
account of the Canadian Lender its Adjusted Percentage of the outstanding 
principal amount of Canadian Dollar Loans shall not relieve any other Bank of 
its obligation hereunder to make available to the Administrative Agent for 
the account of the Canadian Lender its Adjusted Percentage of the outstanding 
principal amount of Canadian Dollar Loans on the date required, as specified 
above, but no Bank shall be responsible for the failure of any other Bank to 
make available to the Administrative Agent for the account of the Canadian 
Lender such other Bank's Adjusted Percentage of any such payment. Each such 
Bank hereby irrevocably agrees to purchase its Adjusted Percentage of the 
outstanding Canadian Dollar Loans in the manner specified above and on the 
date specified above notwithstanding (i) whether any conditions specified in 
Section 5 are then satisfied, (ii) whether a Default or an Event of Default 
has occurred and is continuing, (iii) the date of such purchase and (iv) any 
reduction in the Total Tranche A Revolving Loan Commitment or Adjusted Total 
Tranche A Commitment after any such Canadian Dollar Loans were made. 
Notwithstanding the foregoing, to the 

                                       -5-
<PAGE>

extent any Bank determines that at the time of a purchase of Canadian Dollar 
Loans pursuant to this Section 1.01(g), it is unable to obtain Canadian 
Dollars with which to fund such purchase, it may, upon notice to the Canadian 
Lender and the Administrative Agent, fund such purchase in U.S. Dollars in an 
aggregate amount which the Canadian Lender determines, in its sole 
discretion, is equivalent to what the Canadian Lender would have received if 
such Bank had funded in Canadian Dollars.

            1.02 Minimum Borrowing Amounts, etc. The aggregate principal amount
of each Borrowing shall not be less than the Minimum Borrowing Amount for such
Loans. More than one Borrowing may be incurred on any day, provided that at no
time shall there be outstanding more than 15 Borrowings of Eurodollar Loans.

            1.03 Notice of Borrowing. (a) Whenever the Company desires to incur
Loans hereunder (excluding Swingline Loans, Canadian Dollar Loans, and Revolving
Loans incurred pursuant to a Mandatory Borrowing), it shall give the
Administrative Agent at its Notice Office, prior to 12:00 Noon (New York time),
at least three Business Days' prior written notice (or telephonic notice
promptly confirmed in writing) of each Borrowing of Eurodollar Loans and at
least one Business Day's prior written notice (or telephonic notice promptly
confirmed in writing) of each Borrowing of Base Rate Loans to be incurred
hereunder. Each such notice (each, together with each notice referred to in
Sections 1.03(b)(i) and 1.03(c), a "Notice of Borrowing"), except as otherwise
expressly provided in Section 1.10, shall be irrevocable, and, in the case of
each written notice and each confirmation of telephonic notice, shall be in the
form of Exhibit A, appropriately completed to specify (i) whether the Loans
being incurred pursuant to such Borrowing shall consist of Term Loans, Tranche A
Revolving Loans or Tranche B Revolving Loans, (ii) the aggregate principal
amount of such Loans to be made pursuant to such Borrowing, (iii) the date of
such Borrowing (which shall be a Business Day) and (iv) whether the respective
Borrowing shall consist of Base Rate Loans or Eurodollar Loans and, if
Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall promptly give each Bank which is required to make
Loans pursuant to the Borrowing specified in the respective Notice of Borrowing
written notice (or telephonic notice promptly confirmed in writing) of each
proposed Borrowing, of such Bank's proportionate share thereof, if any, and of
the other matters covered by the Notice of Borrowing.

            (b) (i) Whenever the Company desires to incur a Borrowing of
Swingline Loans hereunder, it shall give Chase no later than 12:00 Noon (New
York time) on the day such Swingline Loan is to be made, written notice (or
telephonic notice promptly confirmed in writing) of each Swingline Loan to be
incurred hereunder. Each such 

                                       -6-
<PAGE>

Notice of Borrowing shall be irrevocable and shall specify in each case (x) 
the date of such Borrowing (which shall be a Business Day) and (y) the 
aggregate principal amount of the Swingline Loans to be incurred pursuant to 
such Borrowing.

            (ii) Mandatory Borrowings shall be made upon the notice specified in
Section 1.01(e), with the Company irrevocably agreeing, by its incurrence of any
Swingline Loan, to the making of Mandatory Borrowings as set forth in such
Section.

            (c) Whenever the Canadian Borrower desires to incur a Borrowing of
Canadian Dollar Loans hereunder, it shall give the Canadian Lender and the
Administrative Agent, prior to 12:00 Noon (New York time), at least three
Business Days' prior written notice (or telephonic notice promptly confirmed in
writing) of each Borrowing of Eurodollar Loans and at least one Business Day's
prior written notice (or telephonic notice promptly confirmed in writing) of
each Borrowing of Base Rate Loans to be incurred hereunder. Each such Notice of
Borrowing, except as otherwise expressly provided in Section 1.10, shall be
irrevocable and shall specify in each case (i) the date of such Borrowing (which
shall be a Business Day), (ii) the aggregate principal amount of the Canadian
Dollar Loan to be made pursuant to such Borrowing and (iii) whether the
respective Borrowing shall consist of Base Rate Loans or Eurodollar Loans and,
if Eurodollar Loans, the Interest Period to be initially applicable thereto.

            (d) Without in any way limiting the obligation of either Borrower to
confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent, Chase (in the case of a Borrowing of Swingline Loans), the
Canadian Lender (in the case of a Borrowing of Canadian Dollar Loans) or the
Letter of Credit Issuer (in the case of the issuance of Letters of Credit), as
the case may be, may prior to receipt of written confirmation act without
liability upon the basis of such telephonic notice, believed by the
Administrative Agent, Chase, the Canadian Lender or the Letter of Credit Issuer,
as the case may be, in good faith to be from the chairman, a vice chairman, the
president, a vice president, a treasurer, an assistant treasurer or the director
of treasury operations of such Borrower. In each such case, each Borrower hereby
waives the right to dispute the Administrative Agent's, Chase's, the Canadian
Lender's or the Letter of Credit Issuer's record of the terms of such telephonic
notice.

            1.04 Disbursement of Funds. (a) No later than 1:00 P.M. (New York
time) on the date specified in each Notice of Borrowing relating to any Loans
other than Canadian Dollar Loans (or (x) in the case of Swingline Loans, no
later than 2:00 P.M. (New York time) on the date specified pursuant to Section
1.03(b)(i) or (y) in the case of Mandatory Borrowings, no later than 12:00 Noon
(New York time) on the date 

                                     -7-
<PAGE>

specified in Section 1.01(e)), each Bank with a Commitment under the 
respective Tranche will make available its Pro Rata Share (if any) of each 
Borrowing of Loans requested to be made on such date in the manner provided 
below (or, in the case of Swingline Loans, Chase will make available the full 
amount thereof). All such amounts shall be made available to the 
Administrative Agent in U.S. Dollars and immediately available funds at the 
Payment Office and the Administrative Agent promptly will make available to 
the Company by depositing to its account at the Payment Office the aggregate 
of the amounts so made available in the type of funds received (other than in 
respect of Mandatory Borrowings). Unless the Administrative Agent shall have 
been notified by any Bank prior to the date of Borrowing of any Loans 
referred to in this Section 1.04(a) that such Bank does not intend to make 
available to the Administrative Agent its portion of the Borrowing or 
Borrowings to be made on such date, the Administrative Agent may assume that 
such Bank has made such amount available to the Administrative Agent on such 
date of Borrowing, and the Administrative Agent, in reliance upon such 
assumption, may (in its sole discretion and without any obligation to do so) 
make available to the Company a corresponding amount. If such corresponding 
amount is not in fact made available to the Administrative Agent by such Bank 
and the Administrative Agent has made available same to the Company, the 
Administrative Agent shall be entitled to recover such corresponding amount 
from such Bank. If such Bank does not pay such corresponding amount forthwith 
upon the Administrative Agent's demand therefor, the Administrative Agent 
shall promptly notify the Company, and the Company shall immediately pay such 
corresponding amount to the Administrative Agent. The Administrative Agent 
shall also be entitled to recover from the Bank or the Company, as the case 
may be, interest on such corresponding amount in respect of each day from the 
date such corresponding amount was made available by the Administrative Agent 
to the Company to the date such corresponding amount is recovered by the 
Administrative Agent, at a rate per annum equal to (x) if paid by such Bank, 
the overnight Federal Funds rate or (y) if paid by the Company, the then 
applicable rate of interest, calculated in accordance with Section 1.08, for 
the respective Loans. Nothing herein shall be deemed to relieve any Bank from 
its obligation to fulfill its commitments hereunder or to prejudice any 
rights which the Company may have against any Bank as a result of any failure 
by such Bank to make Loans hereunder.

            (b) No later than 1:00 P.M. (New York time) on the date specified in
each Notice of Borrowing relating to Canadian Dollar Loans, the Canadian Lender
will make available to the Canadian Borrower such Canadian Dollar Loans
requested to be made on such date, in Canadian Dollars and in immediately
available funds at the Canadian Payment Office.


                                       -8-
<PAGE>

            1.05 Register. (a) The Administrative Agent shall maintain a
register for the recordation of the Commitments of the Banks from time to time
and the principal amount of the Term Loans, Tranche A Revolving Loans, Tranche B
Revolving Loans, Swingline Loans and Canadian Dollar Loans owing to each Bank
(the "Register"). The entries in the Register shall be conclusive and binding
for all purposes, absent manifest error. The Register shall be available for
inspection by the Company or any Bank at any reasonable time and from time to
time upon reasonable prior notice.

            (b) Each Borrower hereby agrees to provide a Note, promptly upon the
request of any Bank, to the extent such Bank has requested such Note in
connection with any pledge or assignment by such Bank of any or all of its Loans
hereunder to a Federal Reserve Bank.

            1.06 Conversions. Either Borrower shall have the option to convert
on any Business Day all or a portion at least equal to the applicable Minimum
Borrowing Amount of the outstanding principal amount of the Loans (other than
Swingline Loans, which at all times shall be maintained as Base Rate Loans)
owing by a Borrower into a Borrowing or Borrowings of another Type of Loan;
provided that (i) no such partial conversion of a Borrowing of Eurodollar Loans
shall reduce the outstanding principal amount of the Eurodollar Loans made
pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable
thereto, (ii) Base Rate Loans may not be converted into Eurodollar Loans if a
Default or Event of Default is in existence and the Administrative Agent and/or
the Required Banks have notified the Company that such a conversion will not be
permitted as a result thereof and (iii) Borrowings of Eurodollar Loans resulting
from this Section 1.06 shall be limited in number as provided in Section 1.02.
Each such conversion shall be effected by the respective Borrower by giving the
Administrative Agent at its Notice Office (and, in the case of any proposed
conversion of Canadian Dollar Loans, the Canadian Lender at the Canadian Notice
Office), prior to 12:00 Noon (New York time), at least three Business Days (or
one Business Day in the case of a conversion into Base Rate Loans) prior written
notice (or telephonic notice promptly confirmed in writing) (each a "Notice of
Conversion") specifying the Loans to be so converted, the Type of Loans to be
converted into and, if to be converted into a Borrowing of Eurodollar Loans, the
Interest Period to be initially applicable thereto. The Administrative Agent
shall give each Bank prompt notice of any such proposed conversion affecting any
of its Loans.

            1.07 Pro Rata Borrowings. All Borrowings of Term Loans, Tranche A
Revolving Loans and Tranche B Revolving Loans under this Agreement shall be made
by the Banks pro rata on the basis of their Term Loan Commitments, Tranche A


                                       -9-
<PAGE>

Revolving Loan Commitments or Tranche B Revolving Loan Commitments, as the case
may be, provided that all Borrowings of Tranche A Revolving Loans made pursuant
to a Mandatory Borrowing shall be incurred from the Banks with Tranche A
Revolving Loan Commitments pro rata on the basis of their Adjusted Percentages.
It is understood that no Bank shall be responsible for any default by any other
Bank of its obligation to make Loans hereunder and that each Bank shall be
obligated to make the Loans to be made by it hereunder, regardless of the
failure of any other Bank to make its Loans hereunder.

            1.08 Interest. (a) The unpaid principal amount of each Base Rate
Loan shall bear interest from the date of the Borrowing thereof until maturity
(whether by acceleration or otherwise) at a rate per annum which shall at all
times be the Applicable Margin plus the Base Rate in effect from time to time.

            (b) The unpaid principal amount of each Eurodollar Loan shall bear
interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum which shall at all times be the
Applicable Margin plus the relevant Eurodollar Rate.

            (c) Overdue principal and, to the extent permitted by law, overdue
interest in respect of each Loan shall bear interest at a rate per annum equal
to the Base Rate in effect from time to time plus the sum of (i) 2% and (ii) the
Applicable Margin for Base Rate Loans; provided that principal in respect of
Eurodollar Loans shall bear interest after the same becomes due (whether by
acceleration or otherwise) until the end of the applicable Interest Period for
such Eurodollar Loan at a per annum rate equal to 2% in excess of the rate of
interest applicable on the due date therefor.

            (d) Interest shall accrue from and including the date of any
Borrowing to but excluding the date of any repayment thereof and shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on the last
Business Day of each March, June, September and December, (ii) in respect of
each Eurodollar Loan, on the last day of each Interest Period applicable thereto
and, in the case of an Interest Period in excess of three months, on each date
occurring at three month intervals after the first day of such Interest Period
and (iii) in respect of each Loan, on any prepayment or conversion (on the
amount prepaid or converted), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.

            (e) All computations of interest hereunder shall be made in
accordance with Section 12.07(b).


                                      -10-
<PAGE>

            (f) The Administrative Agent, upon determining the interest rate for
any Borrowing of Eurodollar Loans for any Interest Period, shall promptly notify
the respective Borrower and the Banks thereof.

            1.09 Interest Periods. At the time either Borrower gives a Notice 
of Borrowing or Notice of Conversion in respect of the making of, or 
conversion into, a Borrowing of Eurodollar Loans (in the case of the initial 
Interest Period applicable thereto) or prior to 12:00 Noon (New York time) on 
the third Business Day prior to the expiration of an Interest Period 
applicable to a Borrowing of Eurodollar Loans, it shall have the right to 
elect by giving the Administrative Agent written notice (or telephonic notice 
promptly confirmed in writing) of the Interest Period applicable to such 
Borrowing, which Interest Period shall, at the option of the respective 
Borrower, be a one, two, three, six or, if available to each of the Banks (as 
determined by each such Bank in good faith based on prevailing conditions in 
the interbank Eurodollar market on any date of determination thereof) 
(available to the Canadian Lender in the case of the Canadian Dollar Loans), 
nine or twelve month period. Notwithstanding anything to the contrary 
contained above:

           (i) the initial Interest Period for any Borrowing of Eurodollar Loans
      shall commence on the date of such Borrowing (including the date of any
      conversion from a Borrowing of Base Rate Loans) and each Interest Period
      occurring thereafter in respect of such Borrowing shall commence on the
      day on which the next preceding Interest Period applicable thereto
      expires;

           (ii) if any Interest Period begins on a day for which there is no
      numerically corresponding day in the calendar month at the end of such
      Interest Period, such Interest Period shall end on the last Business Day
      of such calendar month;

           (iii) if any Interest Period would otherwise expire on a day which is
      not a Business Day, such Interest Period shall expire on the next
      succeeding Business Day, provided that if any Interest Period would
      otherwise expire on a day which is not a Business Day but is a day of the
      month after which no further Business Day occurs in such month, such
      Interest Period shall expire on the next preceding Business Day;

           (iv) no Interest Period shall extend beyond the Final Maturity Date;
      and


                                      -11-
<PAGE>

           (v) no Interest Period may be elected at any time when a Default or
      Event of Default is then in existence and the Administrative Agent and/or
      the Required Banks have notified the Company that such an election will
      not be permitted as a result thereof.

If upon the expiration of any Interest Period, the respective Borrower has
failed to elect a new Interest Period to be applicable to the respective
Borrowing of Eurodollar Loans as provided above, or a Default or an Event of
Default then exists and the Administrative Agent and/or the Required Banks have
given the notice referred to in clause (v) above, such Borrower shall be deemed
to have elected to convert such Borrowing into a Borrowing of Base Rate Loans
effective as of the expiration date of such current Interest Period.

            1.10 Increased Costs, Illegality, etc. (a) In the event that (x) in
the case of clause (i) below, the Administrative Agent (or the Canadian Lender
in the case of Canadian Dollar Loans) or (y) in the case of clauses (ii) and
(iii) below, any Bank, shall have determined (which determination shall, absent
manifest error, be final and conclusive and binding upon all parties hereto):

           (i) on any date for determining the Eurodollar Rate for any Interest
      Period that, by reason of any changes arising after the date of this
      Agreement affecting the interbank Eurodollar market, adequate and fair
      means do not exist for ascertaining the applicable interest rate on the
      basis provided for in the definition of Eurodollar Rate; or

           (ii) at any time, that such Bank shall incur increased costs or
      reductions in the amounts received or receivable hereunder with respect to
      any Eurodollar Loans because of (x) any change since the date of this
      Agreement in any applicable law, governmental rule, regulation, guideline,
      order or request (whether or not having the force of law), or in the
      interpretation or administration thereof and including the introduction of
      any new law or governmental rule, regulation, guideline, order or request
      such as, for example, but not limited to, (A) a change since the Effective
      Date in the basis of taxation of payment to any Bank of the principal of
      or interest on the Loans or any other amounts payable hereunder (except
      for changes with respect to Taxes and those taxes described in clauses (x)
      and (y) of the proviso in the second sentence of Section 4.04) or (B) a
      change since the Effective Date in official reserve requirements, but, in
      all events, excluding reserves required under Regulation D to the extent
      included in


                                      -12-
<PAGE>

      the computation of the Eurodollar Rate and/or (y) other circumstances 
      affecting such Bank, the interbank Eurodollar market or the position of 
      such Bank in such market; or

           (iii) at any time since the Effective Date, that the making or
      continuance of any Eurodollar Loan has become unlawful by compliance by
      such Bank in good faith with any law, governmental rule, regulation,
      guideline or order (or would conflict with any such governmental rule,
      regulation, guideline or order not having the force of law but with which
      such Bank customarily complies even though the failure to comply therewith
      would not be unlawful), or has become impracticable as a result of a
      contingency occurring after the Effective Date which materially and
      adversely affects the interbank Eurodollar market;

then, and in any such event, such Bank (or the Administrative Agent in the 
case of clause (i) above) shall (x) on such date and (y) within 10 Business 
Days of the date on which such event no longer exists give notice (by 
telephone confirmed in writing) to each Borrower and (except in the case of 
clause (i)) to the Administrative Agent of such determination (which notice 
the Administrative Agent shall promptly transmit to each of the other Banks). 
Thereafter (x) in the case of clause (i) above, Eurodollar Loans shall no 
longer be available until such time as the Administrative Agent notifies the 
Borrowers and the Banks that the circumstances giving rise to such notice by 
the Administrative Agent no longer exist, and any Notice of Borrowing or 
Notice of Conversion given by a Borrower with respect to Eurodollar Loans 
which have not yet been incurred shall be deemed rescinded by such Borrower, 
(y) in the case of clause (ii) above, the Company (or, in the case of 
Canadian Dollar Loans, each of the Company and the Canadian Borrower) agrees 
to pay to such Bank, upon written demand therefor (accompanied by the written 
notice referred to below), such additional amounts (in the form of an 
increased rate of, or a different method of calculating, interest or 
otherwise as such Bank in its sole discretion shall determine) as shall be 
required to compensate such Bank for such increased costs or reductions in 
amounts received or receivable hereunder (a written notice as to the 
additional amounts owed to such Bank, showing the basis for the calculation 
thereof, submitted to the respective Borrower by such Bank shall, absent 
manifest error, be final and conclusive and binding upon all parties hereto) 
and (z) in the case of clause (iii) above, the respective Borrower shall take 
one of the actions specified in Section 1.10(b) as promptly as possible and, 
in any event, within the time period required by law.

            (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the respective Borrower
may (and in the case of 


                                      -13-
<PAGE>

a Eurodollar Loan affected pursuant to Section 1.10(a)(iii) the respective 
Borrower shall) either (i) if the affected Eurodollar Loan is then being made 
pursuant to a Borrowing, cancel said Borrowing by giving the Administrative 
Agent telephonic notice (confirmed promptly in writing) thereof promptly (but 
in any event no later than the later of (x) the Business Day next preceding 
the date of such Borrowing and (y) one Business Day after the respective 
Borrower was notified by a Bank pursuant to Section 1.10(a)(ii) or (iii)), or 
(ii) if the affected Eurodollar Loan is then outstanding, upon at least three 
Business Days' notice to the Administrative Agent, require the affected Bank 
to convert each such Eurodollar Loan into a Base Rate Loan (which conversion, 
in the case of the circumstances described in Section 1.10(a)(iii), shall 
occur no later than the last day of the Interest Period then applicable to 
such Eurodollar Loan (or such earlier date as shall be required by applicable 
law)); provided that if more than one Bank is affected at any time, then all 
affected Banks must be treated the same pursuant to this Section 1.10(b).

            (c) (i) If any Bank shall have determined that after the 
Effective Date, the adoption of any applicable law, rule or regulation 
regarding capital adequacy, or any change therein, or any change in the 
interpretation or administration thereof by any governmental authority, 
central bank or comparable agency charged with the interpretation or 
administration thereof, or compliance by such Bank with any request or 
directive regarding capital adequacy (whether or not having the force of law) 
of any such authority, central bank or comparable agency, has or would have 
the effect of reducing the rate of return on such Bank's capital or assets as 
a consequence of its commitments or obligations hereunder to a level below 
that which such Bank could have achieved but for such adoption, change or 
compliance (taking into consideration such Bank's policies with respect to 
capital adequacy), then from time to time, within 15 days after demand by 
such Bank (with a copy to the Administrative Agent), accompanied by the 
notice referred to in the last sentence of this clause (i), the Company shall 
pay to such Bank such additional amount or amounts as will compensate such 
Bank for such reduction. Each Bank, upon determining in good faith that any 
additional amounts will be payable pursuant to this Section 1.10(c), will 
give prompt written notice thereof to the Company, which notice shall set 
forth the basis of the calculation of such additional amounts, although the 
failure to give any such notice shall not release or diminish the Company's 
obligations to pay additional amounts pursuant to this Section 1.10(c).

            (ii) If (x) any Bank becomes a Defaulting Bank or otherwise defaults
in its obligations to make Loans or fund Unpaid Drawings, (y) any Bank has
notified the Borrower that one of its Eurodollar Loans is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), or (z) any Bank is owed
increased costs or other amounts under Section 1.10(c)(i), 2.06 or 4.04 and, in
the case of such clause (y) or (z), 


                                      -14-
<PAGE>

compensation or other action with respect to such event is not otherwise 
requested generally by the other Banks, the Company shall have the right, if 
no Default or Event of Default then exists and, in the case of a Bank 
described in clause (y) or (z) above, such Bank has not changed its 
applicable lending office with the effect of eliminating such increased cost, 
to replace such Bank (the "Replaced Bank") with another commercial bank or 
banks or other financial institutions (collectively, the "Replacement Bank") 
reasonably acceptable to the Administrative Agent, and, in the case of any 
Replaced Bank with a Tranche A Revolving Loan Commitment, the Canadian Lender 
and the Letter of Credit Issuer, provided that (i) at the time of any 
replacement pursuant to this Section 1.10(c)(ii), the Replacement Bank shall 
enter into one or more assignment agreements pursuant to Section 12.04(b) 
hereof (and with all fees payable pursuant to said Section 12.04(b) to be 
paid by the Replacement Bank) pursuant to which the Replacement Bank shall 
acquire all of the Commitments and outstanding Loans of, and participations 
in Letters of Credit by, the Replaced Bank and, in connection therewith, 
shall pay to the Replaced Bank (or the Letter of Credit Issuer in the case of 
the proviso contained in clause (b) below, the Canadian Lender in the case of 
clause (c) below or Chase in the case of clause (d) below) in respect thereof 
an amount equal to the sum of (a) an amount equal to the principal of, and 
all accrued interest on, all outstanding Loans of the Replaced Bank, (b) an 
amount equal to the sum of such Replaced Bank's Adjusted Percentage (for this 
purpose, determined as if the adjustment described in clause (y) of the 
immediately succeeding sentence had been made with respect to such Replaced 
Bank) of all Unpaid Drawings and all then unpaid interest with respect 
thereto at such time, provided that in the event such Replaced Bank did not 
reimburse the Letter of Credit Issuer pursuant to Section 2.05(c) in respect 
of any Unpaid Drawing, such amount shall instead be paid to the Letter of 
Credit Issuer, (c) an amount equal to any unpaid obligation of the Replaced 
Bank pursuant to Section 1.01(g), which amount shall be paid to the Canadian 
Lender, (d) an amount equal to any unpaid obligation of the Replaced Bank 
pursuant to Section 1.01(e), which amount shall be paid to Chase, and (e) an 
amount equal to all accrued, but theretofore unpaid, Fees owing to the 
Replaced Bank pursuant to Section 3.01 hereof and (ii) all obligations of 
each Borrower owing to the Replaced Bank (other than those specifically 
described in clause (i) above in respect of which the assignment purchase 
price has been, or is concurrently being, paid) shall be paid in full to such 
Replaced Bank concurrently with such replacement. Upon the execution of the 
respective assignment documentation pursuant to clause (i) above and the 
payment of amounts referred to in clauses (i) above and (ii) above, (x) the 
Replacement Bank shall become a Bank or Banks hereunder, as the case may be, 
and the Replaced Bank shall cease to constitute a Bank hereunder, except with 
respect to indemnification provisions (including, without limitation, 
Sections 1.10, 1.11, 2.06, 4.04, 11.07 and 12.01 of this Agreement) under 
this Agreement, which shall survive as to such Replaced 


                                      -15-
<PAGE>

Bank and (y) the Adjusted Percentages of the Banks shall be automatically 
adjusted at such time to give effect to such replacement (and to give effect 
to the replacement of a Defaulting Bank with one or more Non-Defaulting 
Banks).

            1.11 Compensation. The Company (or, in the case of Canadian 
Dollar Loans, each of the Company and the Canadian Borrower) agrees to 
compensate each Bank in the appropriate currency, upon its written request 
(which request shall set forth the basis for requesting such compensation), 
for all reasonable losses, expenses and liabilities (including, without 
limitation, any loss, expense or liability incurred by reason of the 
liquidation or reemployment of deposits or other funds required by such Bank 
to fund its Eurodollar Loans but excluding loss of anticipated profit with 
respect to any Loans) which such Bank may sustain: (i) if for any reason 
(other than a default by such Bank or the Administrative Agent) a Borrowing 
of Eurodollar Loans does not occur on a date specified therefor in a Notice 
of Borrowing or Notice of Conversion (whether or not withdrawn by the 
respective Borrower or deemed withdrawn pursuant to Section 1.10(a)); (ii) if 
any repayment, prepayment or conversion of any Eurodollar Loans occurs on a 
date which is not the last day of an Interest Period applicable thereto; 
(iii) if any prepayment of any Eurodollar Loans is not made on any date 
specified in a notice of prepayment given by a Borrower; or (iv) as a 
consequence of (x) any other default by a Borrower to repay its Loans when 
required by the terms of this Agreement or (y) an election made pursuant to 
Section 1.10(b). Calculation of all amounts payable to a Bank under this 
Section 1.11 shall be made as though that Bank had actually funded its 
relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing 
interest at the Eurodollar Rate in an amount equal to the amount of that 
Loan, having a maturity comparable to the relevant Interest Period and 
through the transfer of such Eurodollar deposit from an offshore office of 
that Bank to a domestic office of that Bank in the United States of America 
(or Canada, in the case of Canadian Dollar Loans); provided, however, that 
each Bank may fund each of its Eurodollar Loans in any manner it sees fit and 
the foregoing assumption shall be utilized only for the calculation of 
amounts payable under this Section 1.11.

            1.12 Change of Lending Office. Each Bank agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c)(i), 2.06 or 4.04 with respect to such Bank, it will, if
requested by the respective Borrower, use reasonable efforts (subject to overall
policy considerations of such Bank) to designate another lending office for any
Loans or Letters of Credit affected by such event; provided that such
designation is made on such terms that in the sole judgment of such Bank, such
Bank and its lending office suffer no economic, legal or regulatory
disadvantage, with the object of avoiding the consequences of the event giving
rise to the 


                                      -16-
<PAGE>

operation of any such Section. Nothing in this Section 1.12 shall affect or 
postpone any of the obligations of either Borrower or the right of any Bank 
provided in Sections 1.10, 2.06 or 4.04.

            1.13 Tranche B Commitments. At any time and from time to time on 
and after the Effective Date and prior to June 30, 1999, the Company may 
request one or more Banks or other lending institutions to assume a Tranche B 
Revolving Loan Commitment and to make Tranche B Revolving Loans to the 
Company as provided in Section 1.01(c) and, in the sole discretion of each 
such Bank or other institution, any such Bank or other institution may agree 
to so commit; provided that (i) no Default or Event of Default then exists, 
(ii) the increase in the Total Tranche B Revolving Loan Commitment pursuant 
to any such request shall be in an aggregate amount of at least $50,000,000 
and (iii) after giving effect to each such increase, the Total Tranche B 
Revolving Loan Commitment shall not exceed $250,000,000. The Company and each 
such Bank or other lending institution (each an "Assuming Bank") which agrees 
to commit to make Tranche B Revolving Loans shall execute and deliver to the 
Administrative Agent a Tranche B Assumption Agreement substantially in the 
form of Exhibit B (with the increase in, or in the case of a new Assuming 
Bank, assumption of, such Bank's Tranche B Revolving Loan Commitment to be 
effective upon delivery of such Tranche B Assumption Agreement to the 
Administrative Agent). The Administrative Agent shall promptly notify each 
Bank as to the occurrence of the Initial Tranche B Assumption Date and as to 
each Additional Tranche B Assumption Date occurring thereafter. On each 
Tranche B Assumption Date, (x) Annex I shall be deemed modified to reflect 
the revised Tranche B Revolving Loan Commitments of such Banks, and (y) the 
Company shall pay to each such Assuming Bank such up front fee (if any) as 
may have been agreed between the Company and such Assuming Bank. 
Notwithstanding anything to the contrary contained in this Agreement, in 
connection with any increase in the Total Tranche B Revolving Loan Commitment 
after the Initial Tranche B Assumption Date, the Company shall, in 
coordination with the Administrative Agent and the Banks with Tranche B 
Revolving Loan Commitments, repay outstanding Tranche B Revolving Loans of 
certain Banks and, if necessary, incur additional Tranche B Revolving Loans 
from other Banks, in each case so that such Banks participate in each 
Borrowing of Tranche B Revolving Loans pro rata on the basis of their Tranche 
B Revolving Loan Commitments (after giving effect to any increase thereof). 
It is hereby agreed that any breakage costs of the type described in Section 
1.11 incurred by the Banks in connection with the repayment of Tranche B 
Revolving Loans contemplated by this Section 1.13 shall be for the account of 
the Company.


                                      -17-
<PAGE>

            SECTION 2.  Letters of Credit.

            2.01 Letters of Credit. (a) Subject to and upon the terms and
conditions herein set forth, the Company may request the Letter of Credit Issuer
at any time and from time to time on or after the Initial Borrowing Date and
prior to the Business Day next preceding the Final Maturity Date to issue, for
the account of the Company and in support of (x) trade obligations of the
Company and/or its Restricted Subsidiaries and/or (y) on a standby basis, such
other obligations (contingent or otherwise) of the Company and/or its Restricted
Subsidiaries to any other Person, in each case, that arise in the ordinary
course of business and are in respect of general corporate purposes (including,
without limitation, in connection with Permitted Acquisitions) of the Company
and/or its Restricted Subsidiaries, and subject to and upon the terms and
conditions herein set forth the Letter of Credit Issuer agrees to issue from
time to time, irrevocable letters of credit in such form as may be approved by
the Letter of Credit Issuer and the Administrative Agent (each such letter of
credit, and each letter of credit described in Section 2.01(c), a "Letter of
Credit" and collectively, the "Letters of Credit").

            (b) Notwithstanding the foregoing, (i) no Letter of Credit shall 
be issued the Stated Amount of which, when added to the Letter of Credit 
Outstandings at such time, would exceed either (x) $40,000,000 or (y) when 
added to the aggregate principal amount of all Tranche A Revolving Loans made 
by Non-Defaulting Banks and Swingline Loans and the Dollar Equivalent of the 
aggregate principal amount of Canadian Dollar Loans then outstanding, the 
Adjusted Total Tranche A Revolving Loan Commitment at such time; (ii) each 
Letter of Credit shall have an expiry date occurring not later than two years 
after such Letter of Credit's date of issuance, provided that standby Letters 
of Credit may provide that, absent notice to the contrary from the Letter of 
Credit Issuer to the beneficiary thereof, the expiry date shall be 
automatically extended for successive one year periods and (iii) no Letter of 
Credit shall have an expiry date occurring later than the Business Day next 
preceding the Final Maturity Date.

            (c) Annex III attached hereto contains a description of all letters
of credit issued or deemed issued and outstanding under the Existing Credit
Agreements on the Initial Borrowing Date. Each such letter of credit, including
any extension thereof (each, an "Existing Letter of Credit") shall constitute a
"Letter of Credit" for all purposes of this Agreement, issued, for purposes of
Section 2.05(a), on the Initial Borrowing Date.

            2.02 Minimum Stated Amount. The initial Stated Amount of each Letter
of Credit shall be not less than $5,000 or such lesser amount acceptable to the
Letter of Credit Issuer, provided that no more than 40 Letters of Credit
(including Existing Letters 


                                      -18-
<PAGE>

of Credit) (or such greater number acceptable to the Letter of Credit Issuer) 
shall be outstanding at any one time.

            2.03 Letter of Credit Requests; Notices of Issuance. (a) Whenever it
desires that a Letter of Credit be issued, the Company shall give the
Administrative Agent and the Letter of Credit Issuer written notice (or
telephonic notice confirmed in writing) thereof prior to 12:00 Noon (New York
time) at least five Business Days' (or such shorter period as may be acceptable
to the Letter of Credit Issuer) prior to the proposed date of issuance (which
shall be a Business Day) (each a "Letter of Credit Request"), which Letter of
Credit Request shall include an application for such Letter of Credit and any
other documents that the Letter of Credit Issuer customarily requires in
connection therewith. The Administrative Agent shall promptly notify each Bank
of each Letter of Credit Request.

            (b) The Letter of Credit Issuer shall, on the date of each issuance
of a Letter of Credit by it or amendment thereto, give the Administrative Agent,
each Bank and the Company written notice of the issuance or amendment of such
Letter of Credit, accompanied by a copy to the Administrative Agent of the
Letter of Credit or Letters of Credit issued by it or of the amendment thereto.

            2.04 Agreement to Repay Letter of Credit Drawings. (a) The Company
hereby agrees to reimburse the Letter of Credit Issuer, by making payment to the
Administrative Agent in immediately available funds at the Payment Office, for
any payment or disbursement made by the Letter of Credit Issuer under any Letter
of Credit issued by it (each such amount so paid or disbursed until reimbursed,
an "Unpaid Drawing") no later than one Business Day following the date of such
payment or disbursement, with interest on the amount so paid or disbursed by the
Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (New
York time) on the date of such payment or disbursement, from and including the
date paid or disbursed to but not including the date the Letter of Credit Issuer
is reimbursed therefor at a rate per annum which shall be the Applicable Margin
for Base Rate Loans plus the Base Rate as in effect from time to time (plus an
additional 2% per annum if not reimbursed by the third Business Day after the
date of such payment or disbursement), such interest also to be payable on
demand. The Letter of Credit Issuer shall provide the Company prompt notice of
any payment or disbursement made by it under any Letter of Credit issued by it,
although the failure of, or delay in, giving any such notice shall not release
or diminish the obligations of the Company under this Section 2.04(a) or under
any other Section of this Agreement.


                                      -19-
<PAGE>

            (b) The Company's obligation under this Section 2.04 to reimburse
the Letter of Credit Issuer with respect to Unpaid Drawings (including, in each
case, interest thereon) shall be absolute and unconditional under any and all
circumstances, including, without limitation, those set forth in Section
2.05(e)(i) through (v), inclusive, and irrespective of any setoff, counterclaim
or defense to payment which the Company may have or have had against the Letter
of Credit Issuer, the Administrative Agent or any Bank, including, without
limitation, any defense based upon the failure of any drawing under a Letter of
Credit to conform to the terms of the Letter of Credit or any non-application or
misapplication by the beneficiary of the proceeds of such drawing; provided,
however, that the Company shall not be obligated to reimburse the Letter of
Credit Issuer for any wrongful payment made by the Letter of Credit Issuer under
a Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Letter of Credit Issuer.

            2.05 Letter of Credit Participations. (a) Immediately upon the 
issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter 
of Credit Issuer shall be deemed to have sold and transferred to each other 
Bank with a Tranche A Revolving Loan Commitment, and each such Bank (each a 
"Participant") shall be deemed irrevocably and unconditionally to have 
purchased and received from such Letter of Credit Issuer, without recourse or 
warranty, an undivided interest and participation, to the extent of such 
Bank's Adjusted Percentage, in such Letter of Credit, each substitute letter 
of credit, each drawing made thereunder and the obligations of the Company 
under this Agreement with respect thereto (although Letter of Credit Fees 
shall be payable directly to the Administrative Agent for the account of the 
Banks as provided in Section 3.01(b) and the Participants shall have no right 
to receive any portion of any Facing Fees) and any security therefor or 
guaranty pertaining thereto. Upon any change in the Tranche A Revolving Loan 
Commitments or Adjusted Percentages of the Banks pursuant to Section 
1.10(c)(ii) or 12.04(b) or otherwise, or upon the occurrence of a Bank 
Default, it is hereby agreed that, with respect to all outstanding Letters of 
Credit and Unpaid Drawings, there shall be an automatic adjustment to the 
participations pursuant to this Section 2.05 to reflect the new Adjusted 
Percentages of the assigning and assignee Banks or of all Non-Defaulting 
Banks, as the case may be.

            (b) In determining whether to pay under any Letter of Credit, the
Letter of Credit Issuer shall not have any obligation relative to the
Participants other than to determine that any documents required to be delivered
under such Letter of Credit have been delivered and that they appear to comply
on their face with the requirements of such Letter of Credit. Any action taken
or omitted to be taken by the Letter of Credit Issuer under or in connection
with any Letter of Credit if taken or omitted in the absence of 


                                      -20-
<PAGE>

gross negligence
or willful misconduct, shall not create for the Letter of Credit Issuer any
resulting liability.

            (c) In the event that the Letter of Credit Issuer makes any 
payment under any Letter of Credit and the Company shall not have reimbursed 
such amount in full to the Letter of Credit Issuer pursuant to Section 
2.04(a), the Letter of Credit Issuer shall promptly notify the Administrative 
Agent, and the Administrative Agent shall promptly notify each Participant of 
such failure, and each Participant shall promptly and unconditionally pay to 
the Administrative Agent for the account of the Letter of Credit Issuer, the 
amount of such Participant's Adjusted Percentage of such unreimbursed payment 
in U.S. Dollars and in same day funds; provided, however, that no Participant 
shall be obligated to pay to the Administrative Agent its Adjusted Percentage 
of such unreimbursed amount for any wrongful payment made by the Letter of 
Credit Issuer under a Letter of Credit as a result of acts or omissions 
constituting willful misconduct or gross negligence on the part of the Letter 
of Credit Issuer. If the Administrative Agent so notifies any Participant 
required to fund a payment under a Letter of Credit prior to 11:00 A.M. (New 
York time) on any Business Day, such Participant shall make available to the 
Administrative Agent for the account of the Letter of Credit Issuer such 
Participant's Adjusted Percentage of the amount of such payment on such 
Business Day in same day funds. If and to the extent such Participant shall 
not have so made its Adjusted Percentage of the amount of such payment 
available to the Administrative Agent for the account of the Letter of Credit 
Issuer, such Participant agrees to pay to the Administrative Agent for the 
account of the Letter of Credit Issuer, forthwith on demand such amount, 
together with interest thereon, for each day from such date until the date 
such amount is paid to the Administrative Agent for the account of the Letter 
of Credit Issuer at the overnight Federal Funds rate. The failure of any 
Participant to make available to the Administrative Agent for the account of 
the Letter of Credit Issuer its Adjusted Percentage of any payment under any 
Letter of Credit shall not relieve any other Participant of its obligation 
hereunder to make available to the Administrative Agent for the account of 
the Letter of Credit Issuer its Adjusted Percentage of any payment under any 
Letter of Credit on the date required, as specified above, but no Participant 
shall be responsible for the failure of any other Participant to make 
available to the Administrative Agent for the account of the Letter of Credit 
Issuer such other Participant's Adjusted Percentage of any such payment.

            (d) Whenever the Letter of Credit Issuer receives a payment of a
reimbursement obligation as to which the Administrative Agent has received for
the account of the Letter of Credit Issuer any payments from the Participants
pursuant to clause (c) above, the Letter of Credit Issuer shall pay to the
Administrative Agent and 


                                      -21-
<PAGE>

the Administrative Agent shall promptly pay to each Participant which has 
paid its Adjusted Percentage thereof, in U.S. Dollars and in same day funds, 
an amount equal to such Participant's Adjusted Percentage of the principal 
amount thereof and interest thereon accruing after the purchase of the 
respective participations.

            (e) The obligations of the Participants to make payments to the
Administrative Agent for the account of the Letter of Credit Issuer with respect
to Letters of Credit shall be irrevocable and not subject to counterclaim,
set-off or other defense or any other qualification or exception whatsoever and
shall be made in accordance with the terms and conditions of this Agreement
under all circumstances, including, without limitation, any of the following
circumstances:

           (i) any lack of validity or enforceability of this Agreement or any
      of the other Credit Documents;

           (ii) the existence of any claim, set-off, defense or other right
      which the Company may have at any time against a beneficiary named in a
      Letter of Credit, any transferee of any Letter of Credit (or any Person
      for whom any such transferee may be acting), the Administrative Agent, the
      Letter of Credit Issuer, any Bank, or other Person, whether in connection
      with this Agreement, any Letter of Credit, the transactions contemplated
      herein or any unrelated transactions (including any underlying transaction
      between the Company and the beneficiary named in any such Letter of
      Credit);

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

           (iv) the surrender or impairment of any security for the performance
      or observance of any of the terms of any of the Credit Documents; or

           (v) the occurrence of any Default or Event of Default.

            2.06 Increased Costs. If at any time after the Effective Date, the
adoption of any applicable law, rule or regulation, or any change therein, or
any change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Letter of Credit Issuer or any
Participant with any request or directive (whether or not having the force of
law) by any such authority, central bank or 


                                      -22-
<PAGE>

comparable agency shall either (i) impose, modify or make applicable any 
reserve, deposit, capital adequacy or similar requirement against Letters of 
Credit issued by the Letter of Credit Issuer or such Participant's 
participation therein, or (ii) impose on the Letter of Credit Issuer or any 
Participant any other conditions affecting this Agreement, any Letter of 
Credit or such Participant's participation therein; and the result of any of 
the foregoing is to increase the cost to the Letter of Credit Issuer or such 
Participant of issuing, maintaining or participating in any Letter of Credit, 
or to reduce the amount of any sum received or receivable by the Letter of 
Credit Issuer or such Participant hereunder, then, upon demand to the Company 
by the Letter of Credit Issuer or such Participant (a copy of which notice 
shall be sent by the Letter of Credit Issuer or such Participant to the 
Administrative Agent), accompanied by the certificate described in the last 
sentence of this Section 2.06, the Company shall pay to the Letter of Credit 
Issuer or such Participant such additional amount or amounts as will 
compensate the Letter of Credit Issuer or such Participant for such increased 
cost or reduction. A certificate submitted to the Company by the Letter of 
Credit Issuer or such Participant, as the case may be (a copy of which 
certificate shall be sent by the Letter of Credit Issuer or such Participant 
to the Administrative Agent), setting forth the basis for the determination 
of such additional amount or amounts necessary to compensate the Letter of 
Credit Issuer or such Participant as aforesaid shall be final and conclusive 
and binding on the Company absent manifest error, although the failure to 
deliver any such certificate shall not release or diminish the Company's 
obligations to pay additional amounts pursuant to this Section 2.06.

            SECTION 3.  Fees; Commitments.

            3.01 Fees. (a) The Company agrees to pay to the Administrative Agent
for distribution to each Non-Defaulting Bank with a Revolving Loan Commitment a
commitment fee (the "Commitment Fee") for the period from the Effective Date to
but not including the date the Total Revolving Loan Commitment has been
terminated, computed at a per annum rate equal to the Applicable Commitment Fee
Percentage on the daily average Aggregate Unutilized Revolving Loan Commitment
of such Non-Defaulting Bank. Accrued Commitment Fees shall be due and payable
quarterly in arrears on the last Business Day of March, June, September and
December of each year and the date upon which the Total Revolving Loan
Commitment is terminated.

            (b) The Company shall pay to the Administrative Agent for the
account of each Non-Defaulting Bank with a Tranche A Revolving Loan Commitment
pro rata on the basis of their respective Adjusted Percentages, a fee in respect
of each Letter of 


                                      -23-
<PAGE>

Credit (the "Letter of Credit Fee") computed at a rate equal to the 
Applicable Letter of Credit Fee Percentage on the average daily Stated Amount 
of such Letter of Credit. Accrued Letter of Credit Fees shall be due and 
payable quarterly in arrears on the last Business Day of each March, June, 
September and December of each year and on the date upon which the Total 
Tranche A Revolving Loan Commitment shall be terminated.

            (c) The Company shall pay to the Administrative Agent for the
account of the Letter of Credit Issuer a fee in respect of each Letter of Credit
issued by it (the "Facing Fee") computed at the rate of 1/4 of 1% per annum on
the average daily Stated Amount of such Letter of Credit. Accrued Facing Fees
shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December of each year and on the date upon which the
Total Tranche A Revolving Loan Commitment shall be terminated.

            (d) The Company hereby agrees to pay directly to the Letter of
Credit Issuer upon each issuance of, drawing under, and/or amendment of, a
Letter of Credit issued by it such amount as shall at the time of such issuance,
drawing or amendment be the administrative charge which the Letter of Credit
Issuer is customarily charging for issuances of, drawings under or amendments
of, letters of credit issued by it.

            (e) The Company shall pay to the Administrative Agent, for its own
account, such other fees as have been agreed to in writing by the Company and
the Administrative Agent.

            (f) All computations of Fees shall be made in accordance with
Section 12.07(b).

            3.02 Voluntary Reduction of Commitments. Upon at least three
Business Days' prior written notice (or telephonic notice promptly confirmed in
writing) to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Banks), the Company
shall have the right, without premium or penalty, to terminate or partially
reduce the Total Unutilized Tranche A Revolving Loan Commitment and/or the Total
Unutilized Tranche B Revolving Loan Commitment; provided that (v) any such
termination or partial reduction shall apply to proportionately and permanently
reduce the Tranche A Revolving Loan Commitment or the Tranche B Revolving Loan
Commitment, as the case may be, of each of the Banks with such Commitments, (w)
any partial reduction pursuant to this Section 3.02 shall be in the amount of at
least $2,000,000, (x) the reduction to the Total Unutilized Tranche A Revolving
Loan Commitment shall in no case be in an amount which would cause the 


                                      -24-
<PAGE>

Tranche A Revolving Loan Commitment of any Bank to be reduced (as required by 
the preceding clause (v)) by an amount which exceeds the remainder of (i) the 
Aggregate Unutilized Tranche A Commitment of such Bank as in effect 
immediately before giving effect to such reduction minus (ii) such Bank's 
Adjusted Percentage of the sum of (A) the aggregate principal amount of 
Swingline Loans then outstanding and (B) the Dollar Equivalent of the 
aggregate principal amount of Canadian Dollar Loans then outstanding, (y) 
each reduction to the Total Tranche A Revolving Loan Commitment pursuant to 
this Section 3.02 shall reduce the then remaining Scheduled A Commitment 
Reductions on a pro rata basis (based upon the then remaining principal 
amount of each such Scheduled A Commitment Reduction) and (z) each reduction 
to the Total Tranche B Revolving Loan Commitment pursuant to this Section 
3.02 shall reduce the then remaining Scheduled B Commitment Reductions on a 
pro rata basis (based upon the then remaining principal amount of each such 
Scheduled B Commitment Reduction).

            3.03 Mandatory Reduction of Commitments, etc. (a) The Total
Commitment (and the Term Loan Commitment, the Tranche A Revolving Loan
Commitment and the Tranche B Revolving Loan Commitment of each Bank) shall
terminate in its entirety on June 7, 1996 unless the Initial Borrowing Date has
occurred on or before such date.

            (b) Subject to Sections 3.02 and 3.03(f), the Total Tranche A 
Revolving Loan Commitment (and the Tranche A Revolving Loan Commitment of 
each Bank with such a Commitment) shall be permanently reduced on each date 
set forth below (provided that if any date set forth below is not a Business 
Day then the permanent reduction shall occur on the first Business Day 
immediately succeeding such date set forth below) (each a "Scheduled A 
Commitment Reduction Date"), in the amount set forth below opposite such date 
(each such reduction, as such reduction may have been reduced pursuant to 
Sections 3.02 and/or 3.03(f), a "Scheduled A Commitment Reduction"):

      Scheduled A Commitment
          Reduction Date                               Amount
      ----------------------                           ------
         June 30, 1999                             $ 37,500,000
         December 31, 1999                           37,500,000
         June 30, 2000                               75,000,000
         December 31, 2000                           75,000,000
         June 30, 2001                               75,000,000
         December 31, 2001                           75,000,000


                                      -25-
<PAGE>

         June 30, 2002                               75,000,000
         December 31, 2002                           75,000,000
         June 30, 2003                               75,000,000
         December 31, 2003                           75,000,000
         June 30, 2004                               75,000,000

            (c) Subject to Sections 3.02 and 3.03(f), the Total Tranche B
Revolving Loan Commitment (and the Tranche B Revolving Loan Commitment of each
Bank with such a Commitment) shall be permanently reduced on each date set forth
below (provided that if any date set forth below is not a Business Day then the
permanent reduction shall occur on the first Business Day immediately succeeding
such date set forth below) (each a "Scheduled B Commitment Reduction Date"), in
an amount equal to the product of (x) the Total Tranche B Revolving Loan
Commitment as of June 30, 1999 (immediately prior to giving effect to the
Scheduled B Commitment Reduction to occur on such date) multiplied by (y) the
percentage set forth below opposite such date (each such reduction, as such
reduction may have been reduced pursuant to Sections 3.02 and/or 3.03(f), a
"Scheduled B Commitment Reduction"):

         Scheduled B Commitment
             Reduction Date                           Percentage
         ----------------------                       ----------
            June 30, 1999                                   5%
            December 31, 1999                               5%
            June 30, 2000                                  10%
            December 31, 2000                              10%
            June 30, 2001                                  10%
            December 31, 2001                              10%
            June 30, 2002                                  10%
            December 31, 2002                              10%
            June 30, 2003                                  10%
            December 31, 2003                              10%
            June 30, 2004                                  10%

            (d) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Term Loan Commitment (and the Term Loan
Commitment of each Bank with such a Commitment) shall terminate on the Initial
Borrowing Date (after giving effect to the making of the Term Loans on such
date).


                                      -26-
<PAGE>

            (e) The Total Revolving Loan Commitment (and the Revolving Loan
Commitment of each Bank) shall terminate in its entirety on the earlier of (i)
the date which is the earlier of (x) 30 days after any date on which a Specified
Change of Control Event occurs and (y) the date on which any Senior Notes or any
other Indebtedness of the Company or its Restricted Subsidiaries are required to
be repurchased, redeemed or prepaid as a result of any such Specified Change of
Control Event and (ii) the Final Maturity Date.

            (f) With respect to any Asset Sale, (i) on the earliest of (x) 
the date occurring one year after the consummation of such Asset Sale, (y) 
the date, if any, following the date of consummation of such Asset Sale upon 
which the Administrative Agent, on behalf of the Required Banks, shall have 
delivered a written reinvestment termination notice to the Company, provided 
that such notice may only be given while an Event of Default exists, and (z) 
the date the Company or any of its Subsidiaries shall be required to make an 
offer to purchase Senior Notes or any other Indebtedness of the Company or 
its Restricted Subsidiaries (other than Indebtedness specifically relating to 
the assets sold in such Asset Sale) with the proceeds received in connection 
with such Asset Sale, and (ii) on any date after the earliest of the dates 
referred to in clause (i) above of receipt by the Company or any of its 
Restricted Subsidiaries of additional Net Cash Proceeds from such Asset Sale, 
in each case, the Total Revolving Loan Commitment shall be reduced and the 
aggregate principal amount of Term Loans shall be repaid in an aggregate 
amount equal to 100% of the then Remaining Net Cash Proceeds from such Asset 
Sale (with the Tranche A Facility Percentage of such Remaining Net Cash 
Proceeds to be applied to reduce the Total Tranche A Revolving Loan 
Commitment, the Tranche B Facility Percentage to be applied to reduce the 
Total Tranche B Revolving Loan Commitment and the Term Loan Facility 
Percentage to be applied as a repayment of the aggregate principal amount of 
Term Loans). Each reduction to the Total Tranche A Revolving Loan Commitment 
pursuant to this Section 3.03(f) shall reduce each of the remaining Scheduled 
A Commitment Reductions on a pro rata basis (based upon the then remaining 
amount of each such Scheduled A Commitment Reduction), and each reduction to 
the Total Tranche B Revolving Loan Commitment pursuant to this Section 
3.03(f) shall reduce each of the remaining Scheduled B Commitment Reductions 
on a pro rata basis (based upon the then remaining amount of each such 
Scheduled B Commitment Reduction).

            (g) Each reduction to the Total Term Loan Commitment, the Total
Tranche A Revolving Loan Commitment and the Total Tranche B Revolving Loan
Commitment pursuant to this Section 3.03 shall be applied proportionately to
reduce the Term Loan Commitment, the Tranche A Revolving Loan Commitment or the
Tranche 


                                      -27-
<PAGE>

B Revolving Loan Commitment, as the case may be, of each Bank with such a 
Commitment.

            SECTION 4.  Payments.

            4.01 Voluntary Prepayments. Each Borrower shall have the right to
prepay the Loans incurred by it (and the Company on behalf of the Canadian
Borrower may, at its option, prepay the Canadian Dollar Loans incurred by the
Canadian Borrower), in whole or in part, without premium or penalty except as
otherwise provided in this Agreement, from time to time on the following terms
and conditions: (i) the Company or, in the case of any prepayment of Canadian
Dollar Loans, the Company or the Canadian Borrower, shall give the
Administrative Agent at the Notice Office written notice (or telephonic notice
promptly confirmed in writing) of its intent to prepay the Loans, whether such
Loans are Term Loans, Tranche A Revolving Loans, Tranche B Revolving Loans,
Swingline Loans or Canadian Dollar Loans, the amount of such prepayment and (in
the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made,
which notice shall be given by the Company or the Canadian Borrower, as the case
may be, prior to 12:00 Noon (New York time) (x) at least two Business Days prior
to the date of such prepayment in the case of Term Loans, Revolving Loans or
Canadian Dollar Loans, or (y) on the date of such prepayment in the case of
Swingline Loans, which notice shall promptly be transmitted by the
Administrative Agent to each of the Banks (or to the Canadian Lender in the case
of Canadian Dollar Loans); (ii) (x) each partial prepayment of any Borrowing
(other than a Borrowing of Swingline Loans and Canadian Dollar Loans) shall be
in an aggregate principal amount of at least $1,000,000 and, if greater, in an
integral multiple of $500,000, (y) each partial prepayment of any Borrowing of
Swingline Loans shall be in an aggregate principal amount of at least $250,000
and, if greater, in an integral multiple of $50,000 and (z) each partial
prepayment of any Borrowing of Canadian Dollar Loans shall be in an aggregate
principal amount of at least Can. $50,000 and, if greater, in an integral
multiple of Can. $50,000, provided that no partial prepayment of Eurodollar
Loans made pursuant to a Borrowing shall reduce the aggregate principal amount
of the Loans outstanding pursuant to such Borrowing to an amount less than the
Minimum Borrowing Amount applicable thereto; (iii) each prepayment of Term Loans
pursuant to this Section 4.01 shall reduce the then remaining Scheduled TL
Repayments on a pro rata basis (based upon the then remaining principal amount
of each such Scheduled TL Repayment); and (iv) each prepayment in respect of any
Loans made pursuant to a Borrowing shall be applied pro rata among such Loans;
provided that at the Company's 


                                      -28-
<PAGE>

election in connection with any prepayment of Revolving Loans pursuant to 
this Section 4.01, such prepayment shall not be applied to any Revolving 
Loans of a Defaulting Bank.

            4.02 Mandatory Repayments. (a) (i) If on any date the sum of (x) the
aggregate outstanding principal amount of Tranche A Revolving Loans made by
Non-Defaulting Banks and Swingline Loans and the Dollar Equivalent of the
aggregate outstanding principal amount of Canadian Dollar Loans (in each case
after giving effect to all other repayments thereof on such date), plus (y) the
Letter of Credit Outstandings on such date exceeds the Adjusted Total Tranche A
Commitment as then in effect, the Company shall repay on such date the principal
of Swingline Loans, and if no Swingline Loans are or remain outstanding, Tranche
A Revolving Loans of Non-Defaulting Banks in an aggregate amount equal to such
excess, and if no Tranche A Revolving Loans of Non-Defaulting Banks are or
remain outstanding thereafter, the Canadian Borrower shall (or, at its option,
the Company, on behalf of the Canadian Borrower, shall) repay on such date the
principal of Canadian Dollar Loans, in an aggregate amount equal to such excess.
If, after giving effect to the repayment of all outstanding Swingline Loans,
Tranche A Revolving Loans and Canadian Dollar Loans, the aggregate amount of
Letter of Credit Outstandings exceeds the Adjusted Total Tranche A Commitment
then in effect, the Company agrees to pay to the Administrative Agent an amount
in cash and/or Cash Equivalents equal to such excess (up to the aggregate amount
of Letter of Credit Outstandings) and the Administrative Agent shall hold such
payment as security for the obligations of the Company hereunder pursuant to a
cash collateral agreement to be entered into in form and substance satisfactory
to the Administrative Agent (which shall permit certain investments in Cash
Equivalents satisfactory to the Administrative Agent, until the proceeds are
applied to the secured obligations).

            (ii) If on any date the aggregate outstanding principal amount of
Tranche A Revolving Loans made by any Defaulting Bank exceeds the Tranche A
Revolving Loan Commitment of such Defaulting Bank, the Company shall repay the
Tranche A Revolving Loans of such Defaulting Bank in an amount equal to such
excess.

            (iii) If on any date the aggregate outstanding principal amount of
Tranche B Revolving Loans made by any Bank exceeds the Tranche B Revolving Loan
Commitment of such Bank, the Company shall repay the Tranche B Revolving Loans
of such Bank in an amount equal to such excess.

            (b) If on any date the Dollar Equivalent of the aggregate
outstanding principal amount of Canadian Dollar Loans (after giving effect to
all other repayments thereof on such date) exceeds the Maximum Canadian Dollar
Amount as then in effect, 


                                      -29-
<PAGE>

the Canadian Borrower shall repay on such date the principal of Canadian 
Dollar Loans in an amount such that after giving effect to such repayment the 
Dollar Equivalent of the aggregate outstanding principal amount of the 
Canadian Dollar Loans is equal to or less than the Maximum Canadian Dollar 
Amount.

            (c) In addition to any other mandatory repayments pursuant to this
Section 4.02, the Company shall repay, on each date set forth below (provided
that if any date set forth below is not a Business Day then the repayment shall
occur on the first Business Day immediately succeeding such date set forth
below) (each a "Scheduled TL Repayment Date"), the Term Loans in an amount equal
to the amount set forth below opposite such date (each such repayment, as the
same may be reduced as provided in Sections 4.01, and 4.02(e), a "Scheduled TL
Repayment"):

      Scheduled TL Repayment Date               Amount
      ---------------------------               ------
      June 30, 2000                             $25,000,000
      December 31, 2000                          25,000,000
      June 30, 2001                              25,000,000
      December 31, 2001                          25,000,000
      June 30, 2002                              25,000,000
      December 31, 2002                          25,000,000
      June 30, 2003                              25,000,000
      December 31, 2003                          25,000,000
      June 30, 2004                              50,000,000

            (d) In the event that a Specified Change of Control Event occurs,
the Company shall repay all outstanding Term Loans in their entirety on the date
which is the earlier of (i) 30 days after any date on which such Specified
Change of Control Event occurs and (ii) the date on which any Senior Notes or
any other Indebtedness of the Company or its Restricted Subsidiaries are
required to be repurchased, redeemed or prepaid as a result of any such
Specified Change of Control Event.

            (e) The aggregate principal amount of Term Loans shall be repaid at
the times, and in the amounts, provided in Section 3.03(f). The amount of each
principal repayment of Term Loans pursuant to this Section 4.02(e) shall be
applied to reduce each of the remaining Scheduled TL Repayments on a pro rata
basis (based upon the then remaining amount of each such Scheduled TL
Repayment).


                                      -30-
<PAGE>

            (f) Notwithstanding anything to the contrary contained in this
Agreement, (i) all then outstanding Loans under this Agreement shall be repaid
in full on the Final Maturity Date and (ii) all then outstanding Swingline Loans
shall be repaid in full on the Swingline Expiry Date.

            (g) With respect to each repayment of Loans required by this Section
4.02, the Company (or, in the case of Canadian Dollar Loans, the Canadian
Borrower or the Company on behalf of the Canadian Borrower) may designate the
Types of Loans which are to be repaid and the specific Borrowing(s) pursuant to
which made; provided that (i) Eurodollar Loans may be designated for repayment
pursuant to this Section 4.02 only on the last day of an Interest Period
applicable thereto unless all Eurodollar Loans under the respective Tranche with
Interest Periods ending on such date of required repayment and all Base Rate
Loans under the respective Tranche have been paid in full; (ii) each repayment
of any Loans made pursuant to a Borrowing shall be applied pro rata among such
Loans; (iii) notwithstanding the provisions of the preceding clause (ii), no
repayment of Tranche A Revolving Loans pursuant to Section 4.02(a)(i) shall be
applied to the Tranche A Revolving Loans of a Defaulting Bank; and (iv)
repayments of Tranche A Revolving Loans of Defaulting Banks pursuant to Section
4.02(a)(ii) shall be applied pro rata among such Tranche A Revolving Loans. In
the absence of a designation by a Borrower as described in the preceding
sentence, the Administrative Agent shall, subject to the above, make such
designation in its sole discretion with a view, but no obligation, to minimize
breakage costs owing under Section 1.11. Notwithstanding the foregoing
provisions of this Section 4.02, if at any time the mandatory repayment of Loans
pursuant to Section 4.02(a) or (b) arising solely as a result of a reduction to
the Total Revolving Loan Commitment pursuant to Section 3.03(f) would result,
after giving effect to the procedures set forth above in this clause (g), in the
Company (or, in the case of Canadian Dollar Loans, the Canadian Borrower)
incurring breakage costs under Section 1.11 as a result of Eurodollar Loans
being repaid other than on the last day of an Interest Period applicable thereto
(the "Affected Eurodollar Loans"), then the Company (or, in the case of Canadian
Dollar Loans, the Canadian Borrower or the Company on behalf of the Canadian
Borrower) may in its sole discretion initially deposit a portion (up to 100%) of
the amounts that otherwise would have been paid in respect of the Affected
Eurodollar Loans with the Administrative Agent to be held as security for the
obligations of the respective Borrower hereunder pursuant to a cash collateral
agreement to be entered into in form and substance satisfactory to the
Administrative Agent, with such cash collateral to be released from such cash
collateral account upon the first occurrence (or occurrences) thereafter of the
last day of an Interest Period applicable to the relevant Loans that are
Eurodollar Loans (or such earlier date or dates as shall be requested by 


                                      -31-
<PAGE>

the
respective Borrower), to repay an aggregate principal amount of such Loans equal
to the Affected Eurodollar Loans not initially repaid pursuant to this sentence.

            4.03 Method and Place of Payment. Except as otherwise specifically
provided herein, all payments under this Agreement shall be made to the
Administrative Agent for the ratable account of the Banks entitled thereto
(based on each Bank's Pro Rata Share, if any), no later than 1:00 P.M. (New York
time) on the date when due and shall be made in immediately available funds and
in lawful money of the United States of America (or Canadian Dollars in the case
of Canadian Dollar Loans which have been assigned to the other Banks by the
Canadian Lender pursuant to Section 1.01(g)) at the Payment Office, provided
that payments in respect of Canadian Dollar Loans owing to the Canadian Lender
shall be made to the Canadian Lender no later than 1:00 P.M. (New York time) on
the date when due and shall be made in immediately available funds and in lawful
money of Canada at the Canadian Payment Office. Notwithstanding anything to the
contrary contained herein, any amounts owing or payments required to be made by
the Canadian Borrower hereunder, including, without limitation, pursuant to
Section 1.10, 1.11, 4.04 or 12.01, may, at the option of the Company, be paid by
the Company on behalf of the Canadian Borrower. Any payments under this
Agreement which are made later than 1:00 P.M. (New York time) shall be deemed to
have been made on the next succeeding Business Day; provided, however, that to
the extent that the Administrative Agent shall have received any payment under
this Agreement after 1:00 P.M. (New York time) on a Business Day, the
Administrative Agent shall use its best efforts to distribute such payment as
promptly as practicable on such date to the Banks (other than any Bank that has
consented in writing to waive its pro rata share of such payment) pro rata based
upon their respective shares, if any, of the Obligations with respect to which
such payment was received, and to the extent that any such Bank receives its
portion of such payment from the Administrative Agent on such same date by a
time satisfactory to such Bank, such payment to such Bank shall be deemed to
have been made on such date. Whenever any payment to be made hereunder shall be
stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest shall be payable during such extension at the
applicable rate in effect immediately prior to such extension.

            4.04 Net Payments. All payments made by each Borrower hereunder 
will be made without setoff, counterclaim or other defense. Promptly upon 
notice from any Bank to the respective Borrower, the Company (or, in the case 
of Canadian Dollar Loans, each of the Company and the Canadian Borrower) 
agrees to pay, prior to the date on which penalties attach thereto, all 
present and future income, stamp and other taxes, 


                                      -32-
<PAGE>

levies, or costs and charges whatsoever imposed, assessed, levied or 
collected on or in respect of any Canadian Dollar Loan of any Type, or in 
respect of a Loan solely as a result of the interest rate being determined by 
reference to the Eurodollar Rate, and/or the provisions of this Agreement 
relating to the Eurodollar Rate, and/or the recording, registration, 
notarization or other formalization of any thereof and/or any payments of 
principal, interest or other amounts made on or in respect of a Canadian 
Dollar Loan of any Type, or a Loan when the interest rate is determined by 
reference to the Eurodollar Rate (all such taxes, levies, costs and charges 
being herein collectively called "Taxes"); provided that Taxes shall not 
include (x) taxes imposed on or measured by the overall net income or 
receipts of the Administrative Agent or any Bank by the United States of 
America or any political subdivision or taxing authority thereof or therein 
or (y) taxes on or measured by the overall net income of any foreign office, 
branch or subsidiary of the Administrative Agent or that Bank by any foreign 
country or subdivision thereof in which the Administrative Agent's or that 
Bank's office, branch or subsidiary is doing business. Each Borrower agrees 
to also pay such additional amounts equal to increases in taxes payable by 
that Bank described in the foregoing proviso which increases arise solely 
from the receipt by that Bank of payments made by such Borrower described in 
the immediately preceding sentence of this Section 4.04. Promptly after the 
date on which payment of any such Tax is due pursuant to applicable law, the 
respective Borrower will, at the request of that Bank, furnish to that Bank 
evidence, in form and substance satisfactory to that Bank, that the 
respective Borrower has met its obligation under this Section 4.04. Each 
Borrower agrees to indemnify each Bank against, and reimburse each Bank on 
demand for, any Taxes, as reasonably determined by that Bank in its good 
faith. Such Bank shall provide the respective Borrower with appropriate 
receipts for any payments or reimbursements made by such Borrower pursuant to 
this Section 4.04. Notwithstanding the foregoing, each Borrower shall be 
entitled, to the extent it is required to do so by law, to deduct or withhold 
and pay to the appropriate taxing authority within the time prescribed by 
applicable law (and shall not be required to make payments as otherwise 
required in this Section on account of such deductions or withholdings) 
income or other similar taxes imposed by the United States of America from 
interest, fees or other amounts payable hereunder for the account of the 
Administrative Agent or any Bank other than the Administrative Agent or any 
Bank (i) who is a U.S. Person for Federal income tax purposes or (ii) who has 
the Prescribed Forms on file with the Company for the applicable year to the 
extent deduction or withholding of such taxes is not required as a result of 
the filing of such Prescribed Forms, provided that if a Borrower shall so 
deduct or withhold any such taxes, it shall provide a statement to the 
Administrative Agent and such Bank, setting forth the amount of such taxes so 
deducted or withheld, the applicable rate and any other information or 
documentation which the Administrative Agent or such Bank may reasonably 
request for 


                                      -33-
<PAGE>

assisting the Administrative Agent or such Bank to obtain any allowable 
credits or deductions for the taxes so deducted or withheld in the 
jurisdiction or jurisdictions in which the Administrative Agent or such Bank 
is subject to tax. Notwithstanding anything to the contrary contained herein, 
the Company shall compensate each Bank for all losses, expenses, liabilities, 
taxes (including, without limitation, Taxes) or other costs which any such 
Bank may incur or sustain as a result of the Company paying any obligations 
of the Canadian Borrower hereunder or under any other Credit Document, which 
such Bank would not otherwise incur or sustain if the Canadian Borrower had 
made any such payments instead of the Company paying such amounts on behalf 
of the Canadian Borrower.

            SECTION 5. Conditions Precedent. The obligation of each Bank to make
each Loan to the respective Borrower hereunder (including, without limitation,
the obligation of the Canadian Lender to make each Canadian Dollar Loan
hereunder), and the obligation of the Letter of Credit Issuer to issue each
Letter of Credit hereunder, are subject, at the time of each such Credit Event
(except as otherwise hereinafter indicated), to the satisfaction of the
following conditions:

            5.01 Execution of Agreement. On or prior to the Initial Borrowing
Date, this Agreement shall have been executed and delivered in accordance with
Section 12.10.

            5.02 No Default; Representations and Warranties. At the time of each
Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and (ii) all representations and warranties
contained herein or in the other Credit Documents in effect at such time shall
be true and correct in all material respects with the same effect as though such
representations and warranties had been made on and as of the date of such
Credit Event, unless stated to relate to a specific earlier date, in which case
such representations and warranties shall be true and correct in all material
respects as of such earlier date.

            5.03 Opinions of Counsel. On the Initial Borrowing Date, the
Administrative Agent shall have received opinions, addressed to each of the
Banks and dated the Initial Borrowing Date, (i) from Simpson, Thacher &
Bartlett, special counsel to the Credit Parties, which opinion shall cover the
matters contained in Exhibit C-1 and such other matters incident to the
transactions contemplated herein as the Administrative Agent may reasonably
request, (ii) from Beverly C. Chell, Esq., counsel to the Credit Parties, which
opinion shall cover the matters contained in Exhibit C-2 and such other 


                                      -34-
<PAGE>

matters incident to the transactions contemplated herein as the 
Administrative Agent may reasonably request, (iii) from Aird & Berlis, 
special Canadian counsel to the Canadian Borrower, which opinion shall cover 
the matters contained in Exhibit C-3 and (iv) from White & Case, special 
counsel to the Administrative Agent, which opinion shall cover the matters 
contained in Exhibit C-4.

            5.04 Corporate Proceedings. (a) On the Initial Borrowing Date, the
Administrative Agent shall have received from each of the Company, the Canadian
Borrower and each Subsidiary Guarantor, a certificate, dated the Initial
Borrowing Date, signed by the chairman, a vice chairman, the president, any
vice-president or the treasurer of such Person, and attested to by the secretary
or any assistant secretary of such Person, in the form of Exhibit D with
appropriate insertions and, to the extent required, together with copies of the
Certificate of Incorporation, By-Laws and the resolutions of such Person
referred to in such certificate, and the foregoing shall be satisfactory to the
Administrative Agent.

            (b) On the Initial Borrowing Date, all corporate and legal
proceedings and all instruments and agreements in connection with the
transactions contemplated by this Agreement and the other Credit Documents shall
be reasonably satisfactory in form and substance to the Administrative Agent,
and the Administrative Agent shall have received all information and copies of
all certificates, documents and papers, including good standing certificates and
any other records of corporate proceedings and governmental approvals, if any,
which the Administrative Agent reasonably may have requested in connection
therewith, such documents and papers, where appropriate, to be certified by
proper corporate or governmental authorities.

            5.05 Existing Credit Agreements. On or prior to the Initial
Borrowing Date, the commitments under the Existing Credit Agreements shall have
been terminated, all loans thereunder shall have been repaid in full, together
with interest thereon, all letters of credit issued thereunder shall have been
terminated or incorporated hereunder as Letters of Credit, and all other amounts
owing pursuant to the Existing Credit Agreements shall have been repaid in full,
and the Administrative Agent shall have received evidence in form, scope and
substance satisfactory to it that the matters set forth in this Section 5.05
have been satisfied at such time.

            5.06 Guaranties. (a) On the Initial Borrowing Date, each Subsidiary
Guarantor shall have duly authorized, executed and delivered a guaranty in the
form of Exhibit E-1 hereto (as amended, modified or supplemented from time to
time in 


                                      -35-
<PAGE>

accordance with the terms hereof and thereof, the "Subsidiary Guaranty"), and 
the Subsidiary Guaranty shall be in full force and effect.

            (b) On the Initial Borrowing Date, the Company shall have duly
authorized, executed and delivered a guaranty in the form of Exhibit E-2 hereto
(as amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof, the "Company Guaranty"), and the Company Guaranty
shall be in full force and effect.

            5.07 Notice of Borrowing; Letter of Credit Request. The 
Administrative Agent (and, in the case of any Borrowing of Canadian Dollar 
Loans, the Canadian Lender) shall have received a Notice of Borrowing 
satisfying the requirements of Section 1.03 with respect to any Borrowing of 
Loans; and the Administrative Agent and the Letter of Credit Issuer shall 
have received a Letter of Credit Request satisfying the requirements of 
Section 2.03 with respect to the issuance of any Letter of Credit.

            5.08 Payment of Fees, etc. On the Initial Borrowing Date, all costs,
fees and expenses, and all other compensation contemplated by this Agreement,
due to the Administrative Agent, the Letter of Credit Issuer or the Banks shall
have been paid to the extent due.

            5.09 Contribution Agreement. On the Initial Borrowing Date, the
Subsidiary Guarantors shall have entered into a contribution agreement in the
form of Exhibit F hereto (as amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof, the "Contribution Agreement"),
and the Contribution Agreement shall be in full force and effect.

            5.10 Existing Indebtedness Agreements. On or prior to the Initial
Borrowing Date, there shall have been delivered to (or made available for review
by) the Banks copies, certified (in the case of those delivered) as true and
correct by an appropriate officer of the Company making such delivery, of all
agreements evidencing or relating to the Existing Debt or the Existing
Contingent Obligations with respect to Indebtedness for borrowed money
(collectively, the "Existing Indebtedness Agreements").

            The acceptance of the benefits of each Credit Event shall constitute
a representation and warranty by the Company to each of the Banks that all of
the applicable conditions specified above exist as of the date of such Credit
Event. All of the certificates, legal opinions and other documents and papers
referred to in this 


                                      -36-
<PAGE>

Section 5, unless otherwise specified, shall be delivered to the 
Administrative Agent at its Notice Office for the account of each of the 
Banks and in sufficient counterparts for each of the Banks and shall be 
reasonably satisfactory in form and substance to the Administrative Agent.

            SECTION 6. Representations, Warranties and Agreements. In order 
to induce the Banks to enter into this Agreement and to make the Loans and 
issue and/or participate in the Letters of Credit provided for herein, the 
Company makes the following representations and warranties to, and agreements 
with, the Banks, all of which shall survive the execution and delivery of 
this Agreement, the making of the Loans and the issuance of the Letters of 
Credit (with the occurrence of each Credit Event on and after the Initial 
Borrowing Date being deemed to constitute a representation and warranty that 
the matters specified in this Section 6 are true and correct in all material 
respects on and as of the Initial Borrowing Date and as of the date of each 
such Credit Event, unless stated to relate to a specific earlier date):

            6.01 Corporate Status. The Company and each of its Restricted
Subsidiaries (i) is a duly organized and validly existing corporation under the
laws of the jurisdiction of its organization and has the corporate power and
authority to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage, (ii) is in good standing under
the laws of the jurisdiction of its organization and (iii) is duly qualified and
is authorized to do business and is in good standing in all jurisdictions where
it is required to be so qualified, except, in the cases of clauses (ii) and
(iii) above, for such failures to be in good standing and failures to be so
qualified which, in the aggregate, would not have a material adverse effect on
the condition (financial or otherwise), operations, assets, liabilities or
prospects of the Company and its Restricted Subsidiaries taken as a whole.

            6.02 Corporate Power and Authority. Each of the Company and each of
its Restricted Subsidiaries has the corporate power and authority to execute,
deliver and carry out the terms and provisions of the Credit Documents to which
it is a party and has taken all necessary corporate action to authorize the
execution, delivery and performance of the Credit Documents to which it is a
party. Each of the Company and each of its Restricted Subsidiaries has duly
executed and delivered each Credit Document to which it is a party and each such
Credit Document constitutes the legal, valid and binding obligation of such
Person enforceable in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws generally affecting creditors' 


                                      -37-
<PAGE>

rights and by equitable principles (regardless of whether enforcement is 
sought in equity or at law).

            6.03 No Violation. Neither the execution, delivery or performance 
by the Company or any of its Restricted Subsidiaries of the Credit Documents 
to which it is a party nor compliance by them with the terms and provisions 
thereof, nor the consummation of the transactions contemplated therein (i) 
will contravene in any material respect any applicable provision of any law, 
statute, rule or regulation, or any order, writ, injunction or decree of any 
court or governmental instrumentality, (ii) will conflict or be inconsistent 
with or result in any breach of, any of the terms, covenants, conditions or 
provisions of, or constitute a default under, or result in the creation or 
imposition of (or the obligation to create or impose) any Lien upon any of 
the property or assets of the Company or any of its Subsidiaries pursuant to 
the terms of any indenture, mortgage, deed of trust, credit agreement, loan 
agreement or other material agreement or instrument to which the Company or 
any of its Subsidiaries is a party or by which any of them or any of their 
respective property or assets is bound or to which it may be subject or (iii) 
will violate any provision of the Certificate of Incorporation or ByLaws of 
the Company or any of its Subsidiaries.

            6.04 Litigation. There are no actions, suits or proceedings pending,
or, to the best knowledge of the Company, threatened, with respect to the
Company or any of its Subsidiaries (i) that are likely to have a material
adverse effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Company and its Restricted Subsidiaries taken as
a whole or (ii) that could reasonably be expected to have a material adverse
effect on the rights or remedies of the Banks, the Letter of Credit Issuer or
the Administrative Agent or on the ability of the Company or of the Subsidiary
Guarantors, taken as a whole, in either case, to perform its or their respective
obligations hereunder and under the other Credit Documents to which it is or
they are, or will be, a party.

            6.05 Use of Proceeds; Margin Regulations. (a) The proceeds of all
Terms Loans shall be utilized (i) to refinance the loans outstanding on the
Initial Borrowing Date under the Existing Credit Agreements, and (ii) to pay
certain fees and expenses arising in connection with such refinancing.

            (b) The proceeds of all Revolving Loans, Swingline Loans and
Canadian Dollar Loans shall be used for the purposes referred to in Section
6.05(a) above and for other general corporate and working capital purposes of
the Company and its Subsid-


                                      -38-
<PAGE>

iaries (including, without limitation, to finance Permitted Acquisitions and 
refinance Senior Notes).

            (c) Neither the making of any Loan hereunder, nor the use of the
proceeds thereof, will violate the provisions of Regulation G, T, U or X of the
Board of Governors of the Federal Reserve System and no part of the proceeds of
any Loan will be used to purchase or carry any Margin Stock or to extend credit
for the purpose of purchasing or carrying any Margin Stock, provided that the
Company may use the proceeds of Loans to purchase Margin Stock in compliance
with Regulations G, T, U and X, so long as at the time of the making of such
Loan, and after giving effect thereto, not more than 25% of the value of the
assets subject to the provisions of Section 8 of the Company, or of the Company
and its Restricted Subsidiaries on a consolidated basis, shall constitute Margin
Stock.

            6.06 Governmental Approvals. No order, consent, approval, 
license, authorization, or validation of, or filing, recording or 
registration with, or exemption by, any foreign or domestic governmental or 
public body or authority, or any subdivision thereof, is required to 
authorize or is required in connection with (i) the execution, delivery and 
performance of any Credit Document or (ii) the legality, validity, binding 
effect or enforceability of any Credit Document, except those which have been 
obtained or made or those the absence of which, individually or in the 
aggregate, could not reasonably be expected to have a material adverse effect 
on either (x) the condition (financial or otherwise), operations, assets, 
liabilities or prospects of the Company and its Restricted Subsidiaries taken 
as a whole or (y) the rights or remedies of the Banks, the Letter of Credit 
Issuer or the Administrative Agent or on the ability of the Company or of the 
Subsidiary Guarantors, taken as a whole, in either case, to perform its or 
their respective obligations hereunder and under the other Credit Documents 
to which it is or they are, or will be, a party.

            6.07 Investment Company Act. Neither the Company nor any of its
Restricted 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.

            6.08 Public Utility Holding Company Act. Neither the Company nor any
of its Restricted Subsidiaries is a "holding company," or a "subsidiary company"
of a "holding company," or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, as amended.


                                      -39-
<PAGE>

            6.09 True and Complete Disclosure. (a) All factual information
(taken as a whole) heretofore or contemporaneously furnished by the Company or
any of its Subsidiaries in writing to the Administrative Agent and/or any Bank
on or before the Initial Borrowing Date (including, without limitation, (i) the
Information Memorandum and (ii) all information contained in the Credit
Documents) for purposes of or in connection with this Agreement or any
transaction contemplated herein is true and complete in all material respects on
the date as of which such information is dated or certified and not incomplete
by omitting to state any material fact necessary to make such information (taken
as a whole) not misleading at such time in light of the circumstances under
which such information was provided, it being understood and agreed that for
purposes of this Section 6.09(a), such factual information shall not include
projections and pro forma financial information.

            (b) The projections and pro forma financial information contained in
the factual information referred to in paragraph (a) above were based on good
faith estimates and assumptions believed by such Persons to be reasonable at the
time made, it being recognized by the Banks that such projections as to future
events are not to be viewed as facts and that actual results during the period
or periods covered by any such projections may differ from the projected
results.
            6.10 Financial Statements; Financial Condition. (a) The consolidated
balance sheets of the Company and its Subsidiaries as at December 31, 1995 and
March 31, 1996 and the related consolidated statements of income and cash flows
of the Company and its Subsidiaries for the fiscal year or three-month period,
as the case may be, ended as of said dates, which, in the case of the December
31, 1995 statements, have been examined by Deloitte & Touche, independent
certified public accountants, who delivered an unqualified opinion in respect
thereof, present fairly the financial position of the Company and its
Subsidiaries at the dates of said statements and the results for the period
covered thereby. All such financial statements have been prepared in accordance
with GAAP consistently applied except to the extent provided in the notes to
said financial statements (subject, in the case of the March 31, 1996
statements, to normal year-end audit adjustments).

            (b) Since December 31, 1995 and after giving effect to the
incurrence of Indebtedness hereunder and the other transactions contemplated
hereby, there has been no material adverse change in the condition (financial or
otherwise), operations, assets, liabilities or prospects of the Company and its
Restricted Subsidiaries taken as a whole (other than any change in general
economic conditions or any change in conditions affecting the Business
generally).


                                      -40-
<PAGE>

            6.11 Tax Returns and Payments. Each of the Company and each of its
Restricted Subsidiaries has filed all Federal income tax returns and all other
material tax returns, domestic and foreign, required to be filed by it and has
paid all Federal taxes and assessments shown to be due on such returns and all
other material taxes and assessments, domestic and foreign, in each case payable
by it which have become due, other than those not yet delinquent and except for
those contested in good faith and for which adequate reserves have been provided
in accordance with GAAP.

            6.12 Compliance with ERISA. As of the Initial Borrowing Date, 
there are no Plans and neither the Company nor any of its Restricted 
Subsidiaries nor any ERISA Affiliate has incurred any unpaid material 
liability or reasonably expects to incur any material liability with respect 
to any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) 
covered by Title IV of ERISA. As of the date of each subsequent Credit Event, 
each Plan is in substantial compliance with ERISA and the Code; no Reportable 
Event has occurred with respect to a Plan; no Plan is insolvent or in 
reorganization; no Plan has an accumulated or waived funding deficiency, has 
permitted decreases in its funding standard account or has applied for an 
extension of any amortization period within the meaning of Section 412 of the 
Code; neither the Company nor any of its Restricted Subsidiaries nor any 
ERISA Affiliate has incurred or reasonably expects to incur any liability to 
or on account of a Plan pursuant to ERISA or the Code; no proceedings have 
been instituted by the PBGC to terminate any Plan; no condition exists which 
presents a material risk to the Company, any of its Restricted Subsidiaries 
or any ERISA Affiliate of incurring a liability to or on account of a Plan 
pursuant to ERISA or the Code; no lien imposed under the Code or ERISA on the 
assets of the Company, any of its Restricted Subsidiaries or any ERISA 
Affiliate exists or is likely to arise on account of any Plan; and the 
Company and its Restricted Subsidiaries do not maintain or contribute to any 
"employee welfare benefit plan" (as defined in Section 3(1) of ERISA), which 
provides benefits to retired employees (other than as required by Section 601 
of ERISA) where, with respect to any of the foregoing representations in this 
Section 6.12, the liability for or the lien which could arise as a result of, 
the particular circumstance or event which is the subject of the 
representation, would be reasonably likely to result in a material adverse 
effect on the condition (financial or otherwise), operations, assets, 
liabilities or prospects of the Company and its Restricted Subsidiaries taken 
as a whole. Using actuarial assumptions and computation methods consistent 
with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities 
of the Company, its Restricted Subsidiaries and ERISA Affiliates to all Plans 
which are "multiemployer plans" (as defined in Section 4001(a)(3) of ERISA) 
(each a "Multiemployer Plan") in the event of a complete withdrawal 
therefrom, as of the close of the most recent fiscal year of each such Plan 
would not be reasonably likely to be an amount that could result in a 


                                      -41-
<PAGE>

material adverse effect on the condition (financial or otherwise), 
operations, assets, liabilities or prospects of the Company and its 
Restricted Subsidiaries taken as a whole. Notwithstanding anything in this 
Section 6.12 to the contrary, all representations and warranties made with 
respect to any Plan which is a Multiemployer Plan shall be made to the best 
knowledge of the Company.

            6.13 Subsidiaries. On the Initial Borrowing Date, the corporations
listed on Annex IV under the name of the Company are the only Subsidiaries of
the Company. Annex IV correctly sets forth, as of the Initial Borrowing Date,
the percentage ownership (direct and indirect) of the Company in each class of
capital stock of each of its Subsidiaries and also identifies the direct owner
thereof.

            6.14 Intellectual Property. (a) The Company and each of its
Restricted Subsidiaries owns, or is licensed or otherwise authorized to sell,
distribute, use or exploit, all material copyrights, literary works, texts and
other works of authorship fixed in any tangible medium of expression necessary
for the present conduct of its business ("Copyrights"), except to the extent
that the failure to own or obtain licenses or authorizations with respect to any
of the foregoing, individually or in the aggregate, would not have a material
adverse effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Company and its Restricted Subsidiaries taken as
a whole.

            (b) The Company and each of its Restricted Subsidiaries owns or is
licensed to use all the patents, trademarks, permits, service marks, trade
names, technology, know-how and formulas, or rights with respect to the
foregoing, necessary for the present conduct of its business, except to the
extent that the failure to own or obtain licenses with respect to any of the
foregoing, individually or in the aggregate, would not have a material adverse
effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Company and its Restricted Subsidiaries taken as
a whole (together with the Copyrights, "Intellectual Property").

            (c) All Intellectual Property is protected in all material respects
under the laws of the United States relating to such Intellectual Property and
has been duly and properly registered or filed with or issued by the appropriate
governmental offices and jurisdictions for such registrations, filings or
issuances, except to the extent that the failure to make or obtain such
registrations, filings or issuances would not have a material adverse effect on
the condition (financial or otherwise), operations, assets, liabilities or
prospects of the Company and its Restricted Subsidiaries taken as a whole.


                                      -42-
<PAGE>

            (d) No material claim has been asserted by any Person challenging or
questioning the use of any such Intellectual Property or the validity or
effectiveness of any such Intellectual Property. The use of such Intellectual
Property by the Company or its Restricted Subsidiaries does not infringe on the
rights of any Person, except for such claims and infringements as do not,
individually or in the aggregate, give rise to any liabilities on the part of
the Company and its Restricted Subsidiaries that are material to the Company and
its Restricted Subsidiaries taken as a whole.

            6.15 Compliance with Statutes, etc. The Company and each of its
Restricted Subsidiaries is in compliance with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including compliance with all
applicable Environmental Laws with respect to any Real Property and the
requirements of any permits issued under such Environmental Laws with respect to
any such Real Property or the operations of the Company or any of its
Subsidiaries), except such noncompliances as would not, in the aggregate, have a
material adverse effect on the condition (financial or otherwise), operations,
assets, liabilities or prospects of the Company and its Restricted Subsidiaries
taken as a whole.

            SECTION 7. Affirmative Covenants. The Company hereby covenants 
and agrees that on the Effective Date and thereafter for so long as this 
Agreement is in effect and until the Commitments have terminated, no Letters 
of Credit or Notes are outstanding and the Loans together with interest, Fees 
and all other Obligations are paid in full:

            7.01  Information Covenants.  The Company will furnish to each Bank:

            (a) Annual Financial Statements. Within 100 days after the close of
      each fiscal year of the Company, the consolidated balance sheets of each
      of (A) the Company and its Subsidiaries and of (B) the Company and its
      Restricted Subsidiaries, as at the end of such fiscal year and, in each
      case, the related consolidated statements of income and retained earnings
      and of cash flows for such fiscal year, setting forth for such fiscal
      year, in comparative form, the corresponding figures for the preceding
      fiscal year and, in the case of the figures with respect to the Company
      and its Restricted Subsidiaries the corresponding figures from the budget
      for such fiscal year delivered pursuant to Section 7.01(c); all of which
      shall be examined by Deloitte & Touche or such other independent certified
      public accountants of recognized national standing as shall be acceptable


                                      -43-
<PAGE>

      to the Administrative Agent, whose opinion shall not be qualified as to
      the scope of audit or as to the status of the Company and its Subsidiaries
      or of the Company and its Restricted Subsidiaries, as the case may be, as
      a going concern, together with a certificate of such accounting firm
      stating that in the course of its regular audit of the business of the
      Company and its Subsidiaries, which audit was conducted in accordance with
      generally accepted auditing standards, no Default or Event of Default
      which has occurred and is continuing has come to its attention or, if such
      a Default or Event of Default has come to its attention a statement as to
      the nature thereof (provided that in no event shall such accountants be
      liable as a result of this Agreement by reason of any failure to obtain
      knowledge of any Default or Event of Default that would not be disclosed
      in the course of their audit examination).

            (b) Quarterly Financial Statements. As soon as available and in any
      event within 50 days after the close of each of the first three quarterly
      accounting periods in each fiscal year of the Company (beginning with the
      quarterly accounting period ending June 30, 1996) and, at the sole option
      of the Company, at any time prior to 100 days after the close of the
      fourth quarterly accounting period in each fiscal year, the consolidated
      balance sheet of each of (A) the Company and its Subsidiaries and of (B)
      the Company and its Restricted Subsidiaries, as at the end of such
      quarterly period and the related consolidated statements of income and
      retained earnings and of cash flows for such quarterly period and for the
      elapsed portion of the fiscal year ended with the last day of such
      quarterly period; all of which shall be in reasonable detail and certified
      by the chief financial officer or other Authorized Officer of the Company
      that they fairly present the financial condition of the Company and its 
      Subsidiaries or of the Company and its Restricted Subsidiaries, as the 
      case may be, as of the dates indicated and the results of their operations
      and changes in their cash flows for the periods indicated, subject to 
      changes resulting from audit and normal year-end audit adjustments.

            (c) Budgets; etc. Not more than 90 days after the commencement of
      each fiscal year of the Company, budgets of the Company and its Restricted
      Subsidiaries in reasonable detail for each of the four fiscal quarters of
      such fiscal year setting forth Consolidated EBITDA and consolidated sales
      and setting forth, with appropriate discussion, the principal assumptions
      upon which such budgets are based.


                                      -44-
<PAGE>

            (d) Officer's Certificates. At the time of the delivery of the
      financial statements provided for in Section 7.01(a) and (b), a
      certificate of the chief financial officer, controller or chief accounting
      officer of the Company (i) to the effect that no Default or Event of
      Default exists or, if any Default or Event of Default does exist,
      specifying the nature and extent thereof, which certificate shall set
      forth the calculations required to establish whether the Company and its
      Subsidiaries were in compliance with the provisions of Sections 8.04(c),
      8.05(d), 8.07 and Sections 8.09 through and including 8.11, as at the end
      of such fiscal quarter or year, as the case may be and (ii) setting forth
      the calculations demonstrating (A) with respect to each Affected
      Transaction consummated during the most recently ended fiscal quarter,
      that the Company was in compliance, on a Pro Forma Basis, with Sections
      8.09, 8.10 and 8.11 and (B) with respect to each business sold (or deemed
      sold) pursuant to Section 8.02(c) hereof, compliance by the Company with
      clause (iii) of such Section 8.02(c). In addition, at the time of the
      delivery of the financial statements provided for in Section 7.01(a) and
      (b), a certificate of the chief financial officer, controller or chief
      accounting officer of the Company setting forth the amount of, and
      calculations required to establish the amount of, Excess Cash Flow for the
      respective fiscal year or quarter.

            (e) Notice of Default or Litigation. Promptly, and in any event
      within three Business Days after any officer of the Company obtains
      knowledge thereof, notice of (x) the occurrence of any event which
      constitutes a Default or Event of Default, which notice shall specify the
      nature thereof, the period of existence thereof and what action the
      Company proposes to take with respect thereto and (y) the commencement of,
      or threat of, or any significant development in, any litigation or
      governmental proceeding pending against the Company or any of its
      Subsidiaries which is likely to have a material adverse effect on the
      condition (financial or otherwise), operations, assets, liabilities or
      prospects of the Company and its Restricted Subsidiaries taken as a whole,
      or the ability of the Company or of the Subsidiary Guarantors, taken as a
      whole, in either case, to perform its or their respective obligations
      hereunder or under any other Credit Document.

            (f) Auditors' Reports. Promptly upon receipt thereof, a copy of each
      report or "management letter" submitted to the Company or any of its
      Subsidiaries by its independent accountants in connection with any annual,
      interim or special audit made by them of the books of the Company or any
      of its Subsidiaries.


                                      -45-
<PAGE>

            (g) Other Information. Promptly upon transmission thereof, copies of
      any filings and registrations with, and reports to, the SEC by the Company
      or any of its Subsidiaries and, with reasonable promptness, such other
      information or documents (financial or otherwise) as the Administrative
      Agent on its own behalf or on behalf of the Required Banks may reasonably
      request from time to time.

            7.02 Books, Records and Inspections. The Company will, and will
cause each of its Restricted Subsidiaries to, permit, upon notice to the chief
financial officer or other Authorized Officer of the Company, officers and
designated representatives of the Administrative Agent or the Required Banks to
visit and inspect any of the properties or assets of the Company and any of its
Restricted Subsidiaries in whomsoever's possession, and to examine the books of
account of the Company and any of its Restricted Subsidiaries and discuss the
affairs, finances and accounts of the Company and of any of its Restricted
Subsidiaries with, and be advised as to the same by, their officers and
independent accountants, all at such reasonable times and intervals and to such
reasonable extent as the Administrative Agent or the Required Banks may desire.

            7.03 Payment of Taxes. The Company will pay and discharge, and 
will cause each of its Restricted Subsidiaries to pay and discharge, all 
taxes, assessments and governmental charges or levies imposed upon it or upon 
its income or profits, or upon any properties belonging to it, prior to the 
date on which material penalties attach thereto, and all lawful claims for 
sums that have become due and payable which, if unpaid, might become a Lien 
not otherwise permitted under Section 8.03(a) or charge upon any properties 
of the Company or any of its Restricted Subsidiaries; provided that neither 
the Company nor any of its Restricted Subsidiaries shall be required to pay 
any such tax, assessment, charge, levy or claim which is being contested in 
good faith and by proper proceedings if it has maintained adequate reserves 
with respect thereto in accordance with GAAP.

            7.04 Corporate Franchises. The Company will do, and will cause each
of its Restricted Subsidiaries to do, or cause to be done, all things necessary
to preserve and keep in full force and effect its existence and its rights,
franchises, licenses, permits and Intellectual Property rights except to the
extent its failures to do so would not, in the aggregate, have a material
adverse effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Company and its Restricted Subsidiaries taken as
a whole; provided, however, that any transaction permitted by Section 8.02 will
not constitute a breach of this Section 7.04.


                                      -46-
<PAGE>

            7.05 Compliance with Statutes, etc. The Company will, and will cause
each of its Restricted Subsidiaries to, comply with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls) other than those the non-compliance with which would not have a
material adverse effect on the condition (financial or otherwise), operations,
assets, liabilities or prospects of the Company and its Restricted Subsidiaries
taken as a whole or on the ability of the Company or of the Subsidiary
Guarantors, taken as a whole, in either case, to perform its or their
obligations hereunder or under any other Credit Document.

            7.06 ERISA. As soon as possible and, in any event, within 30 days 
after the Company, any of its Restricted Subsidiaries or any ERISA Affiliate 
knows or could reasonably be expected to know of the occurrence of any of the 
following and where it could reasonably be expected that a material liability 
of the Company and its Restricted Subsidiaries and ERISA Affiliates, taken as 
a whole, could result in connection therewith, the Company will deliver to 
each of the Banks a certificate of the chief financial officer or other 
Authorized Officer of the Company setting forth details as to such occurrence 
and such action, if any, which the Company, such Restricted Subsidiary or 
such ERISA Affiliate is required or proposes to take, together with any 
notices required or proposed to be given to or filed with or by the Company, 
such Restricted Subsidiary, such ERISA Affiliate, the PBGC, a Plan 
participant or the Plan administrator with respect thereto: that a Reportable 
Event has occurred; that an accumulated funding deficiency has been incurred 
or an application is reasonably likely to be or has been made to the 
Secretary of the Treasury for a waiver or modification of the minimum funding 
standard (including any required installment payments) or an extension of any 
amortization period under Section 412 of the Code with respect to a Plan; 
that a Plan has been or is reasonably likely to be terminated, reorganized, 
partitioned or declared insolvent under Title IV of ERISA; that a Plan has an 
Unfunded Current Liability giving rise to a lien under ERISA or the Code; 
that proceedings are reasonably likely to be or have been instituted to 
terminate a Plan; that a proceeding has been instituted pursuant to Section 
515 of ERISA to collect a delinquent contribution to a Plan; or that the 
Company, any of its Restricted Subsidiaries or any ERISA Affiliate will or is 
reasonably likely to incur any liability (including any contingent or 
secondary liability) to or on account of the termination of or withdrawal 
from a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA 
or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the 
Code or Section 409 or 502(i) or 502(1) of ERISA. At the request of any Bank, 
the Company will deliver to such Bank a complete 


                                      -47-
<PAGE>

copy of the annual report (Form 5500) of each Plan required to be filed with 
the Internal Revenue Service.

            7.07 End of Fiscal Years; Fiscal Quarters. The Company will, for
financial reporting purposes, cause (i) each of its, and each of its
Subsidiaries', fiscal years to end on December 31 of each year and (ii) each of
its, and each of its Subsidiaries', fiscal quarters to end on March 31, June 30,
September 30 and December 31 of each year.

            7.08  Use of Proceeds.  All proceeds of the Loans shall be used as
provided in Section 6.05.

            7.09 Ownership of Subsidiaries. The Company will, at all times,
maintain, directly or indirectly, ownership of at least a majority of the
capital stock of its Restricted Subsidiaries, except to the extent 100% of the
capital stock owned by the Company or any Restricted Subsidiary of any such
Restricted Subsidiary is sold, transferred or disposed of in a transaction
permitted by Section 8.02(c) or (j) or any such Restricted Subsidiary is merged,
consolidated or liquidated in a transaction permitted by Section 8.02(e),
provided that the Company shall not be required to own a majority of the capital
stock of the Canadian Borrower so long as the Company continues to hold at least
as much of such capital stock as is held on the Effective Date.

            7.10 Maintenance of Corporate Separateness. The Company will, and
will cause each of its Subsidiaries to, satisfy customary corporate formalities,
including the holding of regular board of directors' and shareholders' meetings
and the maintenance of corporate offices and records. Neither the Company nor
any Restricted Subsidiary shall make any payment to a creditor of any
Unrestricted Subsidiary in respect of any liability of such Unrestricted
Subsidiary, and no bank account of an Unrestricted Subsidiary shall be
commingled with any bank account of the Company or any of its Restricted
Subsidiaries. Any financial statements distributed to any creditors of an
Unrestricted Subsidiary shall clearly establish the separateness of such
Unrestricted Subsidiary from the Company and its Restricted Subsidiaries.
Finally, neither the Company nor any of its Subsidiaries shall take any action,
or conduct its affairs in a manner, which is likely to result in the corporate
existence of any Unrestricted Subsidiary which is a direct Subsidiary of the
Company or any Restricted Subsidiary being ignored by any court of competent
jurisdiction, or in the assets and liabilities of the Company or any Restricted
Subsidiary being substantively consolidated with those of any Unrestricted
Subsidiary in a bankruptcy, reorganization or other insolvency proceeding.

                                      -48-
<PAGE>

            7.11 Canadian Borrower Capital Structure. The Company will, or will
cause K-III Directory Corporation, or any other domestic Wholly-Owned Restricted
Subsidiary of the Company to which all of the equity owned by the Company or any
of its Subsidiaries in the Canadian Borrower shall have been transferred (such
entity the "Replacement Canadian Parent"), to (i) continue to be the owner of
record of at least 25% of the issued and outstanding shares of common stock of
the Canadian Borrower, (ii) maintain in full force and effect the Voting Trust
Agreement, the Shareholders Agreement and the Canadian Borrower Management
Agreement, (iii) continue to own and hold the Convertible Subordinated Debenture
or to be the owner of record of all of the shares of common stock of the
Canadian Borrower issued upon the conversion thereof and (iv) otherwise maintain
the capital structure of the Canadian Borrower as is in effect on the Effective
Date.

            SECTION 8. Negative Covenants. The Company hereby covenants and
agrees that as of the Effective Date, and thereafter for so long as this
Agreement is in effect and until the Commitments have terminated, no Letters of
Credit or Notes are outstanding and the Loans, together with interest, Fees and
all other Obligations are paid in full:

            8.01 Changes in Business. The Company will not, and will not permit
any of its Restricted Subsidiaries to, engage in any businesses other than
Businesses, provided that the Company and its Restricted Subsidiaries may engage
in businesses other than a Business so long as the businesses engaged in by the
Company and its Restricted Subsidiaries, taken as a whole, consist substantially
of Businesses.

            8.02 Consolidation, Merger, Sale or Purchase of Assets, etc. The
Company will not, and will not permit any of its Restricted Subsidiaries to,
wind up, liquidate or dissolve its affairs or enter into any transaction of
merger or consolidation, or convey, sell, lease or otherwise dispose of (or
agree to do any of the foregoing at any future time) all or any part of its
property or assets, or enter into any partnerships, joint ventures or
sale-leaseback transactions, or purchase or otherwise acquire (in one
or a series of related transactions) any part of the property or assets (other
than purchases or other acquisitions of inventory, materials and equipment (and,
to the extent consistent with industry practices, other tangible and intangible
assets) in the ordinary course of business) of any Person, except that the
following shall be permitted:

                                      -49-
<PAGE>

            (a) any sale, transfer or other disposition of (x) inventory in the
      ordinary course of business or (y) any other tangible or intangible asset
      in the ordinary course of business of the Company and/or its Restricted
      Subsidiaries;

            (b) the advances, investments and loans permitted pursuant to
      Section 8.05;

            (c) Asset Sales constituting the disposition of a business
      (including, without limitation, to the extent permitted in this Section
      8.02(c), sales of the capital stock of a Restricted Subsidiary but
      excluding sales of the stock of an Unrestricted Subsidiary); provided that
      (i) no Default or Event of Default exists at such time or would exist
      immediately after giving effect thereto; (ii) such sale, transfer or
      disposition (or deemed sale, transfer or disposition pursuant to any
      Permitted Restricted Subsidiary Conversion) (x) is for fair market value,
      as determined in good faith by management of the Company (or, in the case
      of any Permitted Restricted Subsidiary Conversion or Permitted Restricted
      Asset Sale, to the extent requested by the Administrative Agent or the
      Required Banks, as determined by a written opinion of value reasonably
      satisfactory to the Administrative Agent by an Appraisal Firm) and (y)
      except in the case of a Permitted Restricted Subsidiary Conversion
      otherwise permitted pursuant to the terms hereof, results in consideration
      in the form of cash, promissory notes issued by the respective purchaser
      and/or other assets, provided that, to the extent any such other assets
      are received by the Company and/or its Restricted Subsidiaries in
      connection with any such Asset Sale, (I) the market value of such other
      assets, when added to the aggregate amount of other consideration received
      in connection with such Asset Sale, shall equal or exceed the market value
      of the assets so sold (such value to be set forth, to the extent requested
      by the Administrative Agent or the Required Banks, in a written opinion of
      value reasonably satisfactory to the Administrative Agent by an Appraisal
      Firm) and (II) such assets are permitted to be acquired by the Company or
      any of its Restricted Subsidiaries pursuant to Section 8.02(g) at the time
      of consummation of such Asset Sale (both before and after giving effect to
      such Asset Sale); (iii) the businesses sold (or deemed sold pursuant to
      any Permitted Restricted Subsidiary Conversion) by the Company and/or its
      Restricted Subsidiaries pursuant to this Section 8.02(c) in any fiscal
      year of the Company shall not, in the aggregate, have EBITDA in the
      immediately preceding fiscal year in an amount in excess of 25% of the 
      Consolidated EBITDA of the Company and its Restricted Subsidiaries for 
      such preceding fiscal year, determined on a pro forma basis as if (A) any
      dispositions (or deemed dispositions pursuant to any Permitted 

                                      -50-
<PAGE>

      Restricted Subsidiary Conversion) consummated during such preceding fiscal
      year had been consummated on the first day of such preceding fiscal year 
      and (B) any acquisitions consummated after the beginning of such preceding
      fiscal year but prior to the date of any proposed Asset Sale pursuant to 
      this Section 8.02(c) had been consummated on the first day of such 
      preceding fiscal year; and (iv) to the extent such sale, transfer or 
      disposition constitutes a sale, transfer or disposition of less than 
      100% of the capital stock of any Restricted Subsidiary of the Company,
      after giving effect to such sale, transfer or disposition, the Company
      shall own at least a majority of the capital stock of such Restricted 
      Subsidiary;

            (d) Asset Sales constituting the disposition of the capital stock
      owned by the Company and its Restricted Subsidiaries of Unrestricted
      Subsidiaries;

            (e) any Restricted Subsidiary may be merged or consolidated with or
      into, or be liquidated into, the Company or any other Restricted
      Subsidiary of the Company, or all or any part of its business, properties
      and assets may be conveyed, leased, sold or otherwise transferred to the
      Company or any other Restricted Subsidiary, provided that (v) in any such
      merger or consolidation involving the Company, the Company shall be the
      surviving corporation, (w) no Default or Event of Default exists or would
      exist after giving effect thereto, (x) no Excluded Foreign Restricted
      Subsidiary or Excluded Domestic Restricted Subsidiary may be the surviving
      corporation of any such merger or consolidation (other than, in the case
      of an Excluded Foreign Restricted Subsidiary, a merger or consolidation
      with another Excluded Foreign Restricted Subsidiary and other than, in the
      case of an Excluded Domestic Restricted Subsidiary, a merger or
      consolidation with another Excluded Domestic Restricted Subsidiary), (y)
      no businesses, properties or assets may be transferred to Excluded Foreign
      Restricted Subsidiaries if after giving effect to such transfer the Net
      Investments in Excluded Foreign Restricted Subsidiaries would exceed
      $30,000,000 and (z) to the extent any business, properties or assets are
      transferred to Excluded Domestic Restricted Subsidiaries in connection
      with any such merger or consolidation the Company shall have determined,
      with respect to such transaction, that the Company and its Restricted
      Subsidiaries would have been in compliance, on a Pro Forma Basis, with
      Sections 8.09, 8.10 and 8.11 of this Agreement;

            (f) the Company and/or its Restricted Subsidiaries may lease real or
      personal property (so long as such lease does not create Capitalized Lease
      Obligations except as otherwise permitted by Section 8.04);

                                      -51-
<PAGE>

            (g) so long as no Default or Event of Default exists or would result
      therefrom, the Company and its Restricted Subsidiaries may acquire assets,
      the capital stock of, or other ownership interests in, any Person (any
      such acquisition permitted by this clause (g), a "Permitted Acquisition");
      provided that (A) after giving effect to any such acquisition, the Company
      and its Restricted Subsidiaries shall be in compliance with Section 8.01
      hereof; (B) the Company shall have determined, with respect to such
      acquisition, that, on a Pro Forma Basis, the Company and its Restricted
      Subsidiaries would have been in compliance with Sections 8.09, 8.10 and
      8.11 of this Agreement; and (C) to the extent that such acquisition is of
      the capital stock of or other ownership interest in another Person (such
      Person, the "Acquired Entity"), (I) such acquisition must be of at least a
      majority of such capital stock or of such ownership interests, such Person
      shall constitute a Restricted Subsidiary and all of the applicable
      provisions of Section 8.14 shall have been complied with in respect of
      such Restricted Subsidiary and (II) the Board of Directors or other
      governing body of the Acquired Entity shall not have indicated, either
      publicly or privately to the Company or any of its Restricted
      Subsidiaries, its opposition to the consummation by the Company or such
      Subsidiary of such acquisition;

            (h) the Company and its Restricted Subsidiaries may sell or
      discount, in each case without recourse, accounts receivable arising in
      the ordinary course of business, but only in connection with the
      compromise or collection thereof;

            (i)  Capital Expenditures by the Company and/or its Restricted
      Subsidiaries made in the ordinary course of business; and

            (j) the Company and its Restricted Subsidiaries may sell assets
      (and may effect Permitted Restricted Subsidiary Conversions) other than
      in the ordinary course of business, so long as (x) each such asset is
      sold (or deemed sold pursuant to any Permitted Restricted Subsidiary
      Conversion) at fair market value, as determined in good faith by
      management of the Company; (y) each such sale (or deemed sale pursuant to
      any Permitted Restricted Subsidiary Conversion) results in consideration
      in the form of cash, promissory notes issued by the respective purchaser
      and/or other assets, provided that, to the extent any such other assets
      are received by the Company and/or its Restricted Subsidiaries in
      connection with any such asset sale, (I) the market value of such other
      assets, when added to the aggregate amount of other consideration
      received in connection with such asset sale, shall equal or exceed the
      market value of the assets so sold and (II) such assets are permitted to
      be acquired by the Company or any of its 



                                      -52-
<PAGE>



      Restricted Subsidiaries pursuant to Section 8.02(g) at the time of
      consummation of such asset sale (both before and after giving effect to
      such asset sale); and (z) the aggregate value of all assets so sold (or
      deemed sold pursuant to any Permitted Restricted Subsidiary Conversion)
      by the Company and its Restricted Subsidiaries in any fiscal year shall
      not exceed $25,000,000.

            8.03 Liens. The Company will not, and will not permit any of its
Restricted Subsidiaries to, create, incur, assume or suffer to exist any Lien
upon or with respect to any property or assets of any kind (real or personal,
tangible or intangible) of the Company or its Restricted Subsidiaries, whether
now owned or hereafter acquired, or sell any such property or assets subject to
an understanding or agreement, contingent or otherwise, to repurchase such
property or assets (including sales of accounts receivable or notes with
recourse to the Company or any of its Restricted Subsidiaries) or assign any
right to receive income, except:

            (a) Liens for taxes not yet due or Liens for taxes being contested
      in good faith and by appropriate proceedings for which adequate reserves
      have been established in accordance with GAAP;

            (b) Liens in respect of property or assets of the Company or any of
      its Restricted Subsidiaries imposed by law which were incurred in the
      ordinary course of business and which have not arisen to secure
      Indebtedness for borrowed money, such as carriers', warehousemen's and
      mechanics' Liens, statutory landlord's Liens, and other similar Liens
      arising in the ordinary course of business, and which either (x) do not in
      the aggregate materially detract from the value of such property or assets
      or materially impair the use thereof in the operation of the business of
      the Company or its Restricted Subsidiaries or (y) are being contested in
      good faith by appropriate proceedings, which proceedings have the effect
      of preventing the forfeiture or sale of the property or asset subject to
      such Lien;

            (c) Liens in existence on the Effective Date which are listed, and
      the property subject thereto described, in Annex V, without giving effect
      to any extensions or renewal thereof ("Permitted Liens");

            (d) Liens arising from judgments, decrees or attachments in
      circumstances not constituting an Event of Default under Section 9.08;


                                      -53-
<PAGE>

            (e) Liens incurred or deposits made in the ordinary course of
      business in connection with workers' compensation, unemployment insurance
      and other types of social security, or to secure the performance of
      tenders, statutory obligations, surety and appeal bonds, bids, leases,
      government contracts, performance and return-of-money bonds and other
      similar obligations incurred in the ordinary course of business (exclusive
      of obligations in respect of the payment for borrowed money);

            (f) leases or subleases granted to third Persons not interfering in
      any material respect with the business of the Company or any of its
      Restricted Subsidiaries;

            (g) easements, rights-of-way, restrictions, minor defects or
      irregularities in title and other similar charges or encumbrances not
      interfering in any material respect with the ordinary conduct of the
      business of the Company or any of its Restricted Subsidiaries;

            (h)  Liens arising from UCC financing statements regarding leases
      permitted by this Agreement;

            (i) purchase money Liens securing payables arising from the purchase
      by the Company or any of its Restricted Subsidiaries of any equipment or
      goods in the normal course of business, provided that such payables shall
      not constitute Indebtedness;

            (j) any interest or title of a lessor or sublessor under any lease
      permitted by this Agreement;

            (k)  Liens created pursuant to Capital Leases permitted pursuant to
      Section 8.04(c);

            (l) Liens in favor of customs and revenue authorities arising as a
      matter of law to secure payment of custom duties in connection with the
      importation of goods so long as such Liens attach only to the imported
      goods;

            (m) Liens on assets acquired (or owned by a Restricted Subsidiary
      acquired) after the Effective Date securing Indebtedness permitted under
      Section 8.04(g), provided that at the time of such acquisition the value
      of the assets subject to such Liens does not exceed 10% of the total value
      of the 

                                      -54-
<PAGE>



      assets so acquired, or of the assets of the Restricted Subsidiary
      so acquired, as the case may be;

            (n) Liens arising out of consignment or similar arrangements for the
      sale of goods entered into by the Company or any of its Restricted
      Subsidiaries in the ordinary course of business;

            (o)  Liens created under this Agreement and/or the other Credit
      Documents;

            (p) Liens created under the Additional Credit Agreement and the
      other Additional Facility Documents; and

            (q) Liens not otherwise permitted hereunder which secure
      Indebtedness, Contingent Obligations or other obligations (in each case
      permitted hereunder) not exceeding (as to the Company and its Restricted
      Subsidiaries) $20,000,000 in the aggregate at any time outstanding.

            8.04 Indebtedness. The Company will not, and will not permit any of
its Restricted Subsidiaries to, contract, create, incur, assume or suffer to
exist any Indebtedness, except:

            (a)  Indebtedness incurred pursuant to this Agreement and the other
      Credit Documents;

            (b) Indebtedness incurred pursuant to the Additional Credit
      Agreement and the other Additional Facility Documents;

            (c) Capitalized Lease Obligations of the Company and its Restricted
      Subsidiaries; provided that the aggregate Capitalized Lease Obligations
      under all Capital Leases outstanding at any one time shall not exceed
      $50,000,000;

            (d) Existing Indebtedness of the Company and its Restricted
      Subsidiaries outstanding on the Effective Date and listed on Part A of
      Annex VI hereto ("Existing Debt"), without giving effect to any subsequent
      extension, renewal or refinancing thereof except pursuant to Section
      8.04(i);

            (e) Indebtedness to the extent permitted pursuant to Section
      8.05(c);


                                      -55-
<PAGE>

            (f) Indebtedness evidenced by the Subordinated Exchange Debentures
      after the issuance thereof in an aggregate principal amount not to exceed
      $500,000,000 at any time outstanding;

            (g) Indebtedness of a Restricted Subsidiary acquired after the
      Effective Date (or Indebtedness assumed at the time of an acquisition of
      an asset securing such Indebtedness), provided that (i) such Indebtedness
      was not incurred in connection with or in anticipation of such acquisition
      and (ii) at the time of such acquisition such Indebtedness does not exceed
      10% of the total value of the assets of the Restricted Subsidiary so
      acquired, or of the asset so acquired, as the case may be;

            (h) additional Indebtedness of the Company and its Restricted
      Subsidiaries not otherwise permitted hereunder; provided that (A) in no
      event shall the final maturity of such Indebtedness occur prior to the
      Final Maturity Date, (B) in no event shall such Indebtedness have a
      shorter average life than the Loans hereunder, (C) in no event shall such
      Indebtedness contain terms and conditions (including, without limitation,
      with respect to the obligor and guarantors, if any, in respect of such
      Indebtedness, prepayment and redemption provisions, covenants, defaults,
      security, remedies and, if applicable, subordination provisions)
      materially less favorable to the Company and its Restricted Subsidiaries
      or to the Banks than the terms and conditions of (I) in the case of
      Indebtedness issued to the public or in accordance with Rule 144A or
      similar rule under the Securities Act of 1933, as amended, the Senior
      Notes, (II) in the case of other senior Indebtedness, this Agreement and
      the other Credit Documents, and (III) in the case of other Indebtedness,
      similar Indebtedness of the Company then outstanding or if no similar
      Indebtedness of the Company is then outstanding, the Senior Notes (in each
      case excluding the impact of market conditions on the interest rate and
      other economic terms) and (D) the Company shall have determined, with
      respect to the incurrence of such Indebtedness, that the Company and its
      Restricted Subsidiaries would have been in compliance, on Pro Forma Basis,
      with Sections 8.09, 8.10 and 8.11 of this Agreement (any Indebtedness
      issued pursuant to this Section 8.04(h), "Additional Indebtedness"),
      provided further that, the aggregate principal amount of any such
      Additional Indebtedness incurred directly by the Subsidiary Guarantors
      (taken as a whole), when added to the aggregate principal amount of
      Indebtedness incurred directly by the Subsidiary Guarantors (taken as a
      whole) pursuant to Section 8.04(j) shall not exceed $300,000,000 at any
      time outstanding;



                                      -56-
<PAGE>

            (i)  Indebtedness of the Company and its Restricted Subsidiaries
      constituting Permitted Refinancing Debt; and

            (j) additional Indebtedness of the Company and its Restricted
      Subsidiaries (including, but not limited to, Non-Facility Letter of
      Credit Outstandings) not exceeding in an aggregate principal amount at
      any one time outstanding an amount equal to $150,000,000, provided that
      the aggregate principal amount of such Indebtedness incurred by the
      Subsidiary Guarantors (taken as a whole), when added to the aggregate
      principal amount of Additional Indebtedness incurred by the Subsidiary
      Guarantors (taken as a whole) pursuant to Section 8.04(h), shall not
      exceed $300,000,000 at any time outstanding.

            8.05 Advances, Investments and Loans. The Company will not, and will
not permit any of its Restricted Subsidiaries to, lend money or credit or make
advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any Person, except:

            (a) the Company and its Restricted Subsidiaries may invest in cash
      and Cash Equivalents;

            (b) the Company or any of its Restricted Subsidiaries may acquire
      and hold receivables owing to it, if created or acquired in the ordinary
      course of business and payable or dischargeable in accordance with
      customary trade terms of the Company or such Restricted Subsidiary, as the
      case may be;

            (c) the Company may make intercompany loans and advances to any
      Restricted Subsidiary, and any Restricted Subsidiary may make intercompany
      loans and advances to any other Restricted Subsidiary or the Company
      (collectively, "Intercompany Loans"), provided that (i) no Intercompany
      Loan may be made to an Excluded Foreign Restricted Subsidiary at any time
      if after giving effect to such Intercompany Loan the Net Investments in
      Excluded Foreign Restricted Subsidiaries would exceed $30,000,000, and
      (ii) no such Intercompany Loan may be made by the Company or a
      Wholly-Owned Restricted Subsidiary to an Excluded Domestic Restricted
      Subsidiary;

            (d) so long as no Default or Event of Default exists or would result
      therefrom, the Company and its Restricted Subsidiaries may make loans and
      advances of cash to, or cash capital contributions in, any Unrestricted
      Subsidiary of the Company; provided that (i) the sum of (A) the aggregate
      amount of capital 

                                      -57-
<PAGE>


      contributions made in, plus the aggregate principal amount of loans or
      advances outstanding at any one time made to, Unrestricted Subsidiaries
      after the Effective Date pursuant to this clause (d) (such amount, the
      "Unrestricted Subsidiary Investment Amount") plus (B) the Aggregate
      Conversion Amount at such time, shall not exceed the Unrestricted
      Subsidiary Investment Limit then in effect, and (ii) the Unrestricted
      Subsidiary receiving cash proceeds from such loan, advance or
      contribution shall utilize the entire amount of cash so received to
      effectuate an acquisition of assets or capital stock of a Person not an
      affiliate of the Company and its Subsidiaries (other than pursuant to a
      Permitted Restricted Subsidiary Conversion or a Permitted Restricted
      Asset Sale) or to develop the Business and to finance the working capital
      needs of such Unrestricted Subsidiary;

            (e) the Company and its Restricted Subsidiaries shall be permitted
      to (i) make Permitted Acquisitions, (ii) engage in any transaction to the
      extent permitted by Section 8.02(e) and (iii) acquire and hold promissory
      notes issued by the purchasers of assets sold in accordance with Section
      8.02(c) or 8.02(j);

            (f) the Company and any of its Restricted Subsidiaries may acquire
      and own investments (including debt obligations) received in connection
      with the bankruptcy or reorganization of suppliers and customers and in
      settlement of delinquent obligations of, and other disputes with,
      customers and suppliers arising in the ordinary course of business;

            (g) the Company or any Subsidiary Guarantor may acquire capital
      stock or other equity securities (or warrants, rights or options with
      respect thereto) issued by any other Restricted Subsidiary;

            (h) Interest Rate Protection Agreements permitted by Section 8.06(e)
      shall be permitted;

            (i) investments by the Company or Restricted Subsidiaries in (x)
      Subsidiary Guarantors, provided that if the Subsidiary Guarantor in which
      such investment is made is a newly-formed Subsidiary or a Partially-Owned
      Restricted Subsidiary newly designated as a Subsidiary Guarantor pursuant
      to Section 8.14(b)(x), all of the applicable provisions of Section 8.14
      shall have been satisfied with respect to such Restricted Subsidiary, (y)
      Excluded Domestic Restricted Subsidiaries, provided that, the Company
      shall have determined, in connection with any such investment, that the
      Company and its Restricted Subsidiaries would have been in compliance, on
      a Pro Forma Basis, with Sections 8.09, 8.10 and 


                                      -58-
<PAGE>

      8.11 of this Agreement and (z) in Excluded Foreign Restricted
      Subsidiaries, provided that no investment in an Excluded Foreign
      Restricted Subsidiary may be made at any time if after giving effect to
      such investment the Net Investments in Excluded Foreign Restricted
      Subsidiaries would exceed $30,000,000;

            (j) the Company and its Restricted Subsidiaries may make loans and
      advances to officers, employees and agents in the ordinary course of
      business (i) constituting travel advances or (ii) otherwise equal in the
      aggregate for the Company and its Restricted Subsidiaries, in the case of
      all loans and advances pursuant to this clause (ii), to no more than
      $10,000,000 at any one time outstanding less the principal amount of all
      Contingent Obligations then outstanding pursuant to Section 8.06(i);

            (k) the Company may acquire obligations of, or make loans or
      advances to, one or more management investors in connection with such
      management investors' acquisition of shares of capital stock of the
      Company, provided that (x) the aggregate amount of cash actually advanced
      to all such management investors by the Company and its Restricted
      Subsidiaries shall not exceed $10,000,000 at any time, and (y) the
      aggregate principal amount of all such obligations, loans and advances
      shall not exceed $25,000,000 at any one time outstanding; and

            (l) advances, investments and loans not otherwise permitted
      hereunder with an aggregate cost or principal amount, as the case may be,
      not to exceed $25,000,000 at any time outstanding.

            8.06 Contingent Obligations. The Company will not, and will not
permit any of its Restricted Subsidiaries to, contract, create, incur, assume or
suffer to exist any Contingent Obligations, except:

            (a) any Subsidiary Guarantor may become liable as guarantor with
      respect to any Indebtedness, obligation or liability of the Company or any
      other Subsidiary Guarantor to the extent that such Indebtedness,
      obligation or liability is otherwise permitted by this Agreement, provided
      that a Subsidiary Guarantor (x) may not guaranty any Subordinated Exchange
      Debentures and (y) may only guaranty Permitted Refinancing Debt if and to
      the extent either (A) it guarantied the indebtedness refinanced thereby or
      (B) such Subsidiary Guarantor would have guarantied the indebtedness
      refinanced thereby if it had been a Subsidiary of the Company while such
      indebtedness was outstanding;

                                      -59-
<PAGE>

            (b)  Contingent Obligations pursuant to the Guaranties;

            (c)  Contingent Obligations pursuant to the Additional Facility
      Documents;

            (d)  Contingent Obligations in respect of the Letters of Credit;

            (e) Contingent Obligations under Interest Rate Protection Agreements
      with respect to the Loans, loans incurred under the Additional Credit
      Agreement or any other floating rate Indebtedness of the Company and
      its Restricted Subsidiaries otherwise permitted by this Agreement;

            (f)  Contingent Obligations pursuant to the Contribution Agreement;

            (g) Contingent Obligations of the Company outstanding on the
      Effective Date and listed on Part B of Annex VI hereto ("Existing
      Contingent Obligations"), without giving effect to any subsequent
      extension, renewal or refinancing thereof;

            (h) the Company may become liable as guarantor with respect to any
      Indebtedness, obligation or liability of any Subsidiary Guarantor to the
      extent that such Indebtedness, obligation or liability is otherwise
      permitted by this Agreement;

            (i) the Company and its Restricted Subsidiaries may guaranty in the
      ordinary course of business loans and advances to officers, employees and
      agents so long as the aggregate principal amount of the loans and advances
      so guaranteed does not exceed $10,000,000 less the principal amount of all
      loans and advances outstanding pursuant to Section 8.05(j); and

            (j) additional Contingent Obligations (including, without
      limitation, Contingent Obligations consisting of Non-Facility Letters of
      Credit and reimbursement obligations with respect thereto) not otherwise
      permitted hereunder not exceeding (for the Company and all of its
      Restricted Subsidiaries) in aggregate principal amount at any time
      outstanding an amount equal to the lesser of (x) $30,000,000 and (y) when
      added to the aggregate principal amount of Indebtedness outstanding under
      Section 8.04(j) at such time, $150,000,000.


                                      -60-
<PAGE>


            8.07 Dividends, etc. The Company will not, and will not permit any 
of its Restricted Subsidiaries to, declare or pay any dividends (other than
dividends payable solely in capital stock of such Person) or return any capital
to, its stockholders or authorize or make any other distribution, payment or
delivery of property or cash to its stockholders as such, or redeem, retire,
purchase or otherwise acquire, directly or indirectly, for a consideration, any
shares of any class of its capital stock now or hereafter outstanding (or any
warrants for or options or stock appreciation rights in respect of any of such
shares), or set aside any funds for any of the foregoing purposes, and the
Company will not permit any of its Restricted Subsidiaries to purchase or
otherwise acquire for consideration any shares of any class of the capital
stock of the Company or any other Subsidiary, as the case may be, now or
hereafter outstanding (or any options or warrants or stock appreciation rights
issued by such Person with respect to its capital stock) (all of the foregoing
"Dividends"), except that:

            (a) the Company may pay regularly accruing dividends on each
      issuance of Preferred Stock through the issuance of additional shares of
      such Preferred Stock, provided that the Company may pay such regularly
      accruing dividends on its Preferred Stock in cash so long as no Default or
      Event of Default exists at such time or would result therefrom;

            (b)  any Subsidiary of the Company may pay Dividends to the Company
      or to any Wholly-Owned Restricted Subsidiary of the Company;

            (c) any Partially-Owned Restricted Subsidiary may pay cash Dividends
      to its stockholders, provided that the Company and its Restricted
      Subsidiaries must receive at least their proportionate share of any
      Dividends paid by such Subsidiary;

            (d) so long as no Default or Event of Default exists at such time or
      would result therefrom (x) the Company may issue its Subordinated Exchange
      Debentures in exchange for its Senior Preferred Stock in accordance with
      the terms thereof, (y) the Company may issue its Subordinated Exchange
      Debentures in exchange for its Series B Preferred Stock in accordance with
      the terms thereof and (z) the Company may issue its Subordinated Exchange
      Debentures in exchange for its Series C Preferred Stock in accordance with
      the terms thereof, provided that in each such case, the Company shall have
      determined, with respect to such issuance, that the Company and its
      Restricted Subsidiaries would have been in compliance, on a Pro Forma
      Basis, with Sections 8.09, 8.10 and 8.11 of this Agreement;

                                      -61-
<PAGE>


            (e)  the Company may exchange shares of its common stock in
      replacement for shares of outstanding Preferred Stock;

            (f) the Company may issue Permitted Replacement Preferred Stock so
      long as either (x) such stock is issued in exchange for or (y) all of the
      proceeds from such issuance are used to redeem or repurchase, shares of
      outstanding Preferred Stock;

            (g) the Company may redeem or repurchase shares of its common stock
      from management investors; provided that (x) no Default or Event of
      Default is then in existence or would arise therefrom and (y) the
      aggregate amount of all cash paid in respect of all such shares and
      equity interests so redeemed or repurchased does not exceed the sum of
      (i) $5,000,000 in any fiscal year or $15,000,000 in the aggregate after
      the Effective Date and (ii) the amount of cash proceeds received by the
      Company in respect of the issuance of common equity to management
      investors on or after the Effective Date;

            (h)  the Company and its Subsidiaries may enter into transactions
      permitted under Section 8.05(g);

            (i) the Company and its Restricted Subsidiaries may acquire the
      capital stock of Unrestricted Subsidiaries in accordance with the
      provisions of this Agreement;

            (j) so long as no Default or Event of Default exists at such time or
      would result therefrom, the Company may redeem or repurchase shares of its
      Preferred Stock at a price equal to the liquidation preference thereof
      plus accrued but unpaid dividends thereon and any applicable premium with
      respect thereto in exchange for, or with the proceeds of, Additional
      Preferred Stock and/or Indebtedness incurred under Sections 8.04(h) and/or
      8.04(j) (it being understood and agreed that such redemption and/or
      repurchase need not occur contemporaneously with the issuance of such
      Additional Preferred Stock or Indebtedness);

            (k) so long as no Default or Event of Default exists at such time or
      would result therefrom, the Company may declare and pay cash Dividends to
      the holders of its common stock (including, without limitation,
      repurchases of shares of its common stock), provided that (x) the
      aggregate amount of cash Dividends paid pursuant to this clause (k) during
      any fiscal year of the Company does not 

                                      -62-
<PAGE>

      exceed $25,000,000 and (y) the Company shall have determined, in
      connection with such Dividend, that the Company and its Restricted
      Subsidiaries would have been in compliance, on a Pro Forma Basis, with
      Sections 8.09, 8.10 and 8.11 of this Agreement; and

            (l) the Company may pay additional cash Dividends to the holders of
      its common stock so long as (x) no Default or Event of Default exists at
      such time or would result therefrom, (y) the Leverage Ratio at such time
      is less than 4.00:1.00 and (z) the Company shall have determined, in
      connection with such Dividend, that the Company and its Restricted
      Subsidiaries would have been in compliance, on a Pro Forma Basis, with
      Sections 8.09, 8.10 and 8.11 of this Agreement.

            8.08 Transactions with Affiliates. The Company will not, and will
not permit any of its Restricted Subsidiaries to, enter into any transaction or
series of transactions, whether or not in the ordinary course of business, with
any Affiliate (other than the Company or any Restricted Subsidiary) other than
on terms and conditions substantially as favorable to the Company or such
Restricted Subsidiary as would be obtainable by the Company or such Restricted
Subsidiary at the time in a comparable arm's-length transaction with a Person
other than an Affiliate; provided that (i) the Company may pay management and
transaction fees to KKR or its affiliates which have been disclosed in writing
to the Banks prior to the Effective Date; (ii) the payment of transaction fees
to KKR for the rendering of financial advice and services in connection with
acquisitions, dispositions and financings by the Company and its Restricted
Subsidiaries in amounts which are in accordance with past practices shall be
permitted; (iii) loans and advances to officers, employees and agents in the
ordinary course of business shall be permitted; (iv) customary fees may be paid
to non-officer directors of the Company and/or its Restricted Subsidiaries; (v)
the loans, advances and contributions made (or deemed made) in Unrestricted
Subsidiaries in compliance with Section 8.05(d) shall be permitted; and (vi)
transactions specifically permitted by the provisions of this Agreement to occur
between the Company, its Restricted Subsidiaries and their respective Affiliates
shall be permitted to the extent so otherwise specifically permitted.

            8.09 Fixed Charge Coverage Ratio. The Company will not permit the
ratio of (i) Consolidated EBITDA of the Company and its Restricted Subsidiaries
to (ii) Consolidated Fixed Charges of the Company and its Restricted
Subsidiaries, for any Test Period, to be less than 1.05 to 1.0.


                                      -63-
<PAGE>

            8.10 Interest Coverage Ratio. The Company will not permit the ratio
of (i) Consolidated EBITDA of the Company and its Restricted Subsidiaries to
(ii) Consolidated Interest Expense of the Company and its Restricted
Subsidiaries for any Test Period ending during a period listed below to be less
than the ratio set forth opposite such period below:

                   Period                                 Ratio
                   ------                                 -----
          Effective Date to and including
             June 30, 1999                            1.80 to 1.00

          July 1, 1999 to and including
             June 30, 2000                            2.00 to 1.00

          July 1, 2000 to and including
             June 30, 2001                            2.25 to 1.00


          July 1, 2001 and thereafter           2.50 to 1.00

            8.11 Leverage Ratio. The Company will not permit the ratio (the
"Leverage Ratio") of (i) Consolidated Debt of the Company and its Restricted
Subsidiaries at any date of determination thereof to (ii) Consolidated EBITDA of
the Company and its Restricted Subsidiaries for the Test Period then last ended,
to exceed, at any time during a period set forth below, the ratio set forth
opposite such period below:

                   Period                                 Ratio
                   ------                                 -----
          Effective Date to and including
             June 30, 1999                            6.00 to 1.00

          July 1, 1999 to and including
              June 30, 2000                           5.50 to 1.00


                                      -64-
<PAGE>


          July 1, 2000 to and including
              June 30, 2001                           5.00 to 1.00

          July 1, 2001 and thereafter                 4.50 to 1.00

            8.12 Issuance of Stock. The Company will not, and will not permit
any of its Restricted Subsidiaries to, directly or indirectly, issue, sell,
assign, pledge or otherwise encumber or dispose of any shares of its or such
Restricted Subsidiary's preferred or preference stock or other redeemable equity
securities (or warrants, rights or options to acquire shares of any of the
foregoing) except:

            (a) in the case of shares of capital stock of the Company and its
      Restricted Subsidiaries, to the extent permitted by Section 8.02, 8.03,
      8.05, 8.07 or 8.13(b);

            (b) issuances by Restricted Subsidiaries to the Company or to
      Wholly-Owned Restricted Subsidiaries; and

            (c) issuances by the Company of additional preferred stock not
      otherwise permitted hereunder; provided that (A) in no event shall such
      preferred stock contain any provision requiring mandatory redemption or
      permitting any put with respect to all or any portion of such stock prior
      to the Final Maturity Date, (B) in no event shall such preferred stock
      contain terms and conditions (including, without limitation, pay-in-kind
      features, liquidation preferences, voting rights and exchange rights)
      materially less favorable to the Company and its Restricted Subsidiaries
      or to the Banks than the terms and conditions of the Existing Preferred
      Stock (excluding the impact of market conditions on the dividend rate and
      other economic terms) and (C) the Company shall have determined, in
      connection with such issuance, that the Company and its Restricted
      Subsidiaries would have been in compliance, on a Pro Forma Basis, with
      Sections 8.09, 8.10 and 8.11 of this Agreement, provided that, for
      purposes of the calculation of compliance with Section 8.09, the ratio
      set forth in Section 8.09 shall be deemed to equal 1.25 to 1.0 (any
      Preferred Stock issued pursuant to this Section 8.12(c), "Additional
      Preferred Stock").

            8.13 Modifications of Certain Agreements, etc. The Company will not,
and will not permit any of its Subsidiaries to: (a) after the issuance thereof,
amend or modify (or permit the amendment or modification of) any of the terms or
provisions of 

                                      -65-
<PAGE>

      the Senior Notes, the Additional Facility Documents, the Preferred Stock,
      the Subordinated Exchange Debentures, any Additional Indebtedness, any
      Permitted Refinancing Debt, the Convertible Subordinated Debenture, the
      Canadian Borrower Management Agreement, the Voting Trust Agreement, the
      Shareholders Agreement, or any agreement related to any of the foregoing,
      provided that (i) Permitted Amendments may be made to the Senior Notes,
      the Additional Facility Documents, the Preferred Stock, any Permitted
      Refinancing Debt, any Additional Indebtedness, any Subordinated Exchange
      Debenture, and the documents governing the terms of any of the foregoing
      and (ii) amendments or modifications may be made to the Canadian Borrower
      Management Agreement which, in the aggregate or individually, would not
      adversely affect the interests of any Bank under this Agreement or the
      other Credit Documents (it being understood and agreed that the annual
      fee payable to K-III Directory Corporation or the Replacement Canadian
      Parent, if any, pursuant thereto may be amended or modified); or (b) make
      (or give any notice in respect thereof) any voluntary or optional payment
      or prepayment or redemption or acquisition for value of (including,
      without limitation, by way of depositing with the trustee with respect
      thereto money or securities before due for the purpose of paying when
      due) or exchange of any Subordinated Exchange Debentures, or any
      Permitted Refinancing Debt (to the extent issued to refinance
      Subordinated Exchange Debentures), provided that the Subordinated
      Exchange Debentures and any Permitted Refinancing Debt previously issued
      to refinance same may be (i) refinanced with (A) Additional Indebtedness
      (to the extent that such Additional Indebtedness would have qualified as
      Permitted Refinancing Debt in respect thereof if it had been issued
      contemporaneously with such refinancing) and/or Permitted Refinancing
      Debt or (B) the proceeds from a common equity issuance by the Company or
      an issuance by the Company of Additional Preferred Stock, in each case,
      after the Effective Date or (ii) exchanged for Additional Preferred Stock
      or non-redeemable common equity of the Company (it being understood and
      agreed that any refinancing of such Indebtedness need not occur
      contemporaneously with the issuance of such Additional Indebtedness,
      Additional Preferred Stock and/or common equity). In addition, the
      Company will not, and will not permit any of its Restricted Subsidiaries
      to, agree to modify, supplement, amend, rescind or otherwise alter the
      terms, conditions or provisions of its Certificate of Incorporation
      (including, without limitation, by the filing of any certificate of
      designation) or its By-Laws in any material respect, other than such
      modifications, supplements or amendments that would not materially
      adversely affect the interests of the Banks under this Agreement or the
      other Credit Documents.

            8.14 Limitation on the Creation of Subsidiaries; Redesignation of
Partially-Owned Restricted Subsidiaries. (a) Notwithstanding anything to the
contrary contained in this Agreement, the Company shall not, and shall not
permit any Subsidiary 

                                      -66-
<PAGE>

      to, establish, create or acquire after the Effective Date any Subsidiary
      unless (w) such Subsidiary is an Unrestricted Subsidiary; (x) such
      Subsidiary is an Excluded Foreign Restricted Subsidiary; (y) such
      Subsidiary is a Partially-Owned Restricted Subsidiary and at the time of
      creation or acquisition thereof, the Company shall have made a
      Non-Guarantor Designation with respect to such Partially-Owned Restricted
      Subsidiary in accordance with the terms hereof or (z) such Subsidiary is
      a Restricted Subsidiary (other than a Restricted Subsidiary of the type
      described in clauses (x) or (y) above) and each such new Restricted
      Subsidiary becomes a party to the Subsidiary Guaranty by executing a
      Subsidiary Assumption Agreement in the form of Exhibit H hereto.

            (b) At any time and from time to time, (x) the Company may
redesignate any Excluded Domestic Restricted Subsidiary as a Subsidiary
Guarantor by giving notice thereof to the Administrative Agent and by causing
such Subsidiary to become a party to the Subsidiary Guaranty by executing a
Subsidiary Assumption Agreement in the form of Exhibit H hereto, and (y) the
Company may redesignate any Subsidiary Guarantor which is a Partially-Owned
Restricted Subsidiary as an Excluded Domestic Restricted Subsidiary by making a
Non-Guarantor Designation with respect to such Subsidiary in accordance with the
terms hereof.

            (c) At the time of the creation of any Subsidiary described in
clause (z) of Section 8.14(a) and at the time of any redesignation pursuant to
clause (x) of Section 8.14(b), each such new Subsidiary Guarantor shall execute
and deliver, or cause to be executed and delivered, in each case to the extent
not previously executed and delivered, all other relevant documentation of the
type described in Section 5 as such new Subsidiary Guarantor would have had to
deliver if such new Restricted Subsidiary had been a Restricted Subsidiary and a
Subsidiary Guarantor on the Initial Borrowing Date.

            (d) Notwithstanding anything to the contrary contained in this
Section 8.14 or elsewhere in this Agreement, in no event shall any Subsidiary of
the Company guaranty any Indebtedness of the Company or any Wholly-Owned
Subsidiary unless such Subsidiary is a party to the Subsidiary Guaranty;
provided that, to the extent not prohibited by Section 8.04 hereof, (x) Excluded
Foreign Restricted Subsidiaries may guaranty Indebtedness of other Excluded
Foreign Restricted Subsidiaries and (y) Unrestricted Subsidiaries may guaranty
Indebtedness of other Unrestricted Subsidiaries.

            8.15 Limitation on Payments Under the Non-Compete Notes. The Company
will not, and will not permit any of its Subsidiaries to, make any payment
representing the principal of, or interest on, any Non-Compete Note at any time
when 

                                      -67-
<PAGE>


any Default or Event of Default exists or would exist immediately after giving
effect to such payment.

            SECTION 9. Events of Default. Upon the occurrence of any of the
following specified events (each an "Event of Default"):

            9.01 Payments. (a) Either Borrower shall (i) default in the payment
when due of any principal of the Loans or (ii) default, and such default shall
continue for five or more days, in the payment when due of any Unpaid Drawing,
any interest on the Loans or any Fees or any other amounts owing hereunder or
under any other Credit Document or (b) any Guarantor shall default in the
payment when due of any amount in respect of any payment of the type described
in clause (a)(ii) above pursuant to its Guaranty, and such default shall
continue for five or more days; or

            9.02 Representations, etc. Any representation, warranty or statement
made by either Borrower or any Subsidiary Guarantor herein or in any other
Credit Document or in any statement or certificate delivered pursuant hereto or
thereto shall prove to be untrue in any material respect on the date as of which
made or deemed made; or

            9.03 Covenants. The Company shall (a) default in the due performance
or observance by it of any term, covenant or agreement contained in Section
7.08, 7.11(i), (iii) or (iv) or 8, or (b) default in the due performance or
observance by it of any term, covenant or agreement (other than those referred
to in Section 9.01, 9.02 or clause (a) of this Section 9.03) contained in this
Agreement and such default shall continue unremedied for a period of at least 30
days after notice to the defaulting party by the Administrative Agent or the
Required Banks; or

            9.04 Default Under Other Agreements. (a) The Company or any of its
Restricted Subsidiaries shall (i) default in any payment with respect to any
Indebtedness or Contingent Obligation (other than the Obligations) beyond the
period of grace, if any, provided in the instrument or agreement under which
such Indebtedness or Contingent Obligation was created or (ii) default in the
observance or performance of any agreement or condition relating to any such
Indebtedness or Contingent Obligation or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
or Contingent Obligation (or a trustee or agent on behalf of such holder or
holders) to cause any such 

                                     -68-
<PAGE>


Indebtedness or Contingent Obligation to become due prior to its stated
maturity; or (b) any Indebtedness or Contingent Obligation (other than the
Obligations) of the Company or any of its Restricted Subsidiaries shall be
declared to be due and payable, or shall be required to be prepaid other than
by a regularly scheduled required prepayment or as a mandatory prepayment
(unless such required prepayment or mandatory prepayment results from a default
thereunder or an event of the type that constitutes an Event of Default), prior
to the stated maturity thereof, provided that it shall not constitute an Event
of Default pursuant to clause (a) or (b) of this Section 9.04 unless the
principal amount of any one issue of such Indebtedness or Contingent Obligation
exceeds $7,500,000 or the aggregate amount of all such Indebtedness and
Contingent Obligations referred to in clauses (a) and (b) above exceeds
$15,000,000 at any one time; or

            9.05 Bankruptcy, etc. The Company or any of its Restricted
Subsidiaries shall commence a voluntary case concerning itself under Title 11 of
the United States Code entitled "Bankruptcy," as now or hereafter in effect, or
any successor thereto (the "Bankruptcy Code"); or an involuntary case is
commenced against the Company or any of its Restricted Subsidiaries and the
petition is not controverted within 10 days, or is not dismissed within 60 days,
after commencement of the case; or a custodian (as defined in the Bankruptcy
Code) is appointed for, or takes charge of, all or substantially all of the
property of the Company or any of its Restricted Subsidiaries; or the Company or
any of its Restricted Subsidiaries commences any other proceeding under any
reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or
hereafter in effect relating to the Company or any of its Restricted
Subsidiaries; or there is commenced against the Company or any of its Restricted
Subsidiaries any such proceeding which remains undismissed for a period of 60
days; or the Company or any of its Restricted Subsidiaries is adjudicated
insolvent or bankrupt; or any order of relief or other order approving any such
case or proceeding is entered; or the Company or any of its Restricted
Subsidiaries suffers any appointment of any custodian or the like for it or any
substantial part of its property to continue undischarged or unstayed for a
period of 60 days; or the Company or any of its Restricted Subsidiaries makes a
general assignment for the benefit of creditors; or any corporate action is
taken by the Company or any of its Restricted Subsidiaries for the purpose of
effecting any of the foregoing; or

            9.06 ERISA. (a) Any Plan shall fail to satisfy the minimum funding
standard required for any plan year or part thereof or a waiver of such standard
or extension of any amortization period is sought or granted under Section 412
of the Code; any Plan is, shall have been or is likely to be terminated or the
subject of termination proceedings under ERISA; any Plan shall have an Unfunded
Current Liability; or the 

                                     -69-
<PAGE>


Company, any Restricted Subsidiary or any ERISA Affiliate has incurred or is
likely to incur a liability to or on account of a Plan under Section 409,
502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or
Section 401(a)(29), 4971, 4975 or 4980 of the Code; or the Company or any
Restricted Subsidiary has incurred or is likely to incur liabilities pursuant
to one or more employee welfare benefit plans (as defined in Section 3(1) of
ERISA) which provide benefits to retired employees (other than as required by
Section 601 of ERISA); and (b) there shall result from any such event or events
the imposition of a lien, the granting of a security interest, or a liability
or a material risk of incurring a liability, on the part of the Company, any of
its Restricted Subsidiaries or any ERISA Affiliate, which lien, security
interest or liability will have a material adverse effect on the condition
(financial or otherwise), operations, assets, liabilities or prospects of the
Company and its Restricted Subsidiaries taken as a whole; or

            9.07 Guaranty. (a) Any Guaranty or any provision thereof shall cease
to be in full force and effect, or any Guarantor thereunder or any Person acting
on behalf of such Guarantor shall deny or disaffirm such Guarantor's obligations
under such Guaranty or (b) except as otherwise provided in Section 9.01(b), any
Guarantor shall default in the due performance or observance of any term,
covenant or agreement on its part to be performed or observed pursuant to the
respective Guaranty, provided that in the case of Section 13 of the Subsidiary
Guaranty, if the default constitutes a failure to perform or comply with any
provision, covenant or agreement contained in Section 7 (other than Section
7.08) of this Agreement, such default shall continue unremedied for a period of
at least 30 days after notice to the defaulting Guarantor by the Administrative
Agent or the Required Banks; or

            9.08 Judgments. One or more judgments or decrees shall be entered
against the Company or any of its Restricted Subsidiaries involving a liability
of $8,000,000 or more in the case of any one such judgment or decree or
$20,000,000 or more in the aggregate for all such judgments and decrees for the
Company and its Restricted Subsidiaries (not paid or to the extent not covered
by insurance) and any such judgments or decrees shall not have been vacated, 
discharged or stayed or bonded pending appeal within 60 days from the entry 
thereof; or

            9.09 Ownership. A Change of Control Event shall have occurred; then,
and in any such event, and at any time thereafter, if any Event of Default shall
then be continuing, the Administrative Agent shall, upon the written request of
the Required Banks, by written notice to the Company, take any or all of the
following actions, 

                                     -70-
<PAGE>


without prejudice to the rights of the Administrative Agent, the Letter of
Credit Issuer or any Bank to enforce its claims against the Company, except as
otherwise specifically provided for in this Agreement (provided that if an
Event of Default specified in Section 9.05 shall occur with respect to the
Company, the result which would occur upon the giving of written notice by the
Administrative Agent as specified in clauses (i) and (ii) below shall occur
automatically without the giving of any such notice): (i) declare the Total
Commitment (or the unutilized portion thereof) terminated, whereupon the
Commitment of each Bank (or the unutilized portion thereof) shall forthwith
terminate immediately and any Commitment Fees shall forthwith become due and
payable without any other notice of any kind; (ii) declare the principal of and
any accrued interest in respect of all Loans and all obligations owing
hereunder (including Unpaid Drawings) to be, whereupon the same shall become,
forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Company; (iii) terminate any
Letter of Credit which may be terminated in accordance with its terms; and (iv)
direct the Company to pay (and the Company hereby agrees upon receipt of such
notice, or upon the occurrence of any Event of Default specified in Section
9.05, to pay) to the Administrative Agent at the Payment Office such additional
amounts of cash, to be held as security for the Company's reimbursement
obligations in respect of Letters of Credit then outstanding, equal to the
aggregate Stated Amount of all Letters of Credit then outstanding.

            SECTION 10. Definitions. As used herein, the following terms shall
have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

            "Additional Credit Agreement" shall mean the credit agreement, dated
as of the date hereof, among the Company, various lending institutions, The Bank
of New York and Bankers Trust Company, as Co-Syndication Agents, The Bank of
Nova Scotia, as Documentation Agent, and The Chase Manhattan Bank, N.A., as
Administrative Agent, as amended, modified, supplemented or extended from time
to time in accordance with the terms thereof and hereof.

            "Additional Facility Amount" shall mean at any time, the aggregate
commitments then outstanding under the Additional Credit Agreement, provided
that, if at such time, the commitments under the Additional Credit Agreement
shall have terminated "Additional Facility Amount" shall mean, at such time, the
aggregate principal amount of loans outstanding under the Additional Credit
Facility at such time.

                                     -71-
<PAGE>

            "Additional Facility Documents" shall mean and include each of the
documents and other agreements entered into by the Company or any of its
Subsidiaries in connection with the Additional Credit Agreement (including,
without limitation, the Additional Credit Agreement and any guaranty or
guaranties relating thereto), as in effect on the Initial Borrowing Date and as
the same may be modified, supplemented or amended from time to time pursuant to
the terms hereof and thereof.

            "Additional Indebtedness" shall have the meaning provided in Section
8.04(h).

            "Additional Preferred Stock" shall have the meaning provided in
Section 8.12(c).

            "Additional Tranche B Assumption Date" shall mean the date on which
each Tranche B Assumption Agreement is delivered to the Administrative Agent
after the Initial Tranche B Assumption Date pursuant to Section 1.13 of this
Agreement.

            "Adjusted Percentage" shall mean (x) at a time when no Bank 
Default exists, for each Bank such Bank's Tranche A Percentage and (y) at a
time when a Bank Default exists (i) for each Bank that is a Defaulting Bank,
zero and (ii) for each Bank that is a Non-Defaulting Bank, the percentage
determined by dividing such Bank's Tranche A Revolving Loan Commitment at such
time by the Adjusted Total Tranche A Commitment at such time, it being
understood that all references herein to Tranche A Revolving Loan Commitments
and the Adjusted Total Tranche A Commitment at a time when the Total Tranche A
Revolving Loan Commitment or Adjusted Total Tranche A Commitment, as the case
may be, has been terminated shall be references to the Tranche A Revolving Loan
Commitments or Adjusted Total Tranche A Commitment, as the case may be, in
effect immediately prior to such termination, provided that (A) no Bank's
Adjusted Percentage shall change upon the occurrence of a Bank Default from
that in effect immediately prior to such Bank Default if, after giving effect
to such Bank Default and any repayment of Tranche A Revolving Loans, Swingline
Loans and Canadian Dollar Loans at such time pursuant to Section 4.02(a) or
otherwise, the sum of (i) the aggregate outstanding principal amount of Tranche
A Revolving Loans of all Non-Defaulting Banks plus (ii) the aggregate
outstanding principal amount of Swingline Loans plus (iii) the Dollar
Equivalent of the aggregate outstanding principal amount of Canadian Dollar
Loans plus (iv) the Letter of Credit Outstandings, exceeds the Adjusted Total
Tranche A Commitment; (B) the changes to the Adjusted Percentage that would
have become effective upon the occurrence of a Bank Default but that did not
become effective as a result of the preceding clause (A) shall become effective
on the first date after the 

                                     -72-
<PAGE>


occurrence of the relevant Bank Default on which the sum of (i) the aggregate
outstanding principal amount of the Tranche A Revolving Loans of all
Non-Defaulting Banks plus (ii) the aggregate outstanding principal amount of
Swingline Loans plus (iii) the Dollar Equivalent of the aggregate outstanding
principal amount of Canadian Dollar Loans plus (iv) the Letter of Credit
Outstandings is equal to or less than the Adjusted Total Tranche A Commitment;
and (C) if (i) a Non-Defaulting Bank's Adjusted Percentage is changed pursuant
to the preceding clause (B) and (ii) any repayment of such Bank's Tranche A
Revolving Loans, or of Unpaid Drawings with respect to Letters of Credit or of
Swingline Loans or Canadian Dollar Loans, that was made during the period
commencing after the date of the relevant Bank Default and ending on the date
of such change to its Adjusted Percentage must be returned to either Borrower
as a preferential or similar payment in any bankruptcy or similar proceeding of
such Borrower, then the change to such Non-Defaulting Bank's Adjusted
Percentage effected pursuant to said clause (B) shall be reduced to that
positive change, if any, as would have been made to its Adjusted Percentage if
(x) such repayments had not been made and (y) the maximum change to its
Adjusted Percentage would have resulted in the sum of the outstanding principal
of Tranche A Revolving Loans made by such Bank plus such Bank's new Adjusted
Percentage of the outstanding principal amount of Swingline Loans and Dollar
Equivalent of Canadian Dollar Loans and of Letter of Credit Outstandings
equalling such Bank's Tranche A Revolving Loan Commitment at such time.

            "Adjusted Total Tranche A Commitment" shall mean at any time the
Total Tranche A Revolving Loan Commitment less the aggregate Tranche A Revolving
Loan Commitments of all Defaulting Banks.

            "Adjusted Tranche A Commitment" for each Non-Defaulting Bank shall
mean at any time the product of such Bank's Adjusted Percentage and the Adjusted
Total Tranche A Commitment.

            "Administrative Agent" shall have the meaning provided in the first
paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 11.10.

            "Affected Eurodollar Loan" shall have the meaning provided in
Section 4.02(g).

            "Affected Period" shall mean, with respect to each Affected
Transaction, the period commencing on the date occurring twelve months prior to
the last day of the 


                                     -73-
<PAGE>

then most recently ended fiscal quarter of the Company and ending on the date
such Affected Transaction is consummated.

            "Affected Transaction" shall mean and include each of the following:
(i) any transfer of assets to an Excluded Domestic Restricted Subsidiary in
connection with a transaction permitted pursuant to Section 8.02(e), (ii) any
Permitted Acquisition, (iii) any incurrence of Additional Indebtedness, (iv) any
investment in an Excluded Domestic Restricted Subsidiary pursuant to Section
8.05(d), (v) any issuance of Subordinated Exchange Debentures, (vi) the payment
of any Dividend as permitted by Section 8.07(k) or (l), (vii) any issuance of
Additional Preferred Stock, (viii) any Permitted Restricted Subsidiary
Conversion or Non-Guarantor Designation and (ix) any designation of an
Unrestricted Subsidiary as a Restricted Subsidiary pursuant to the definition of
"Restricted Subsidiaries."

            "Affiliate" shall mean, with respect to any Person, any other Person
directly or indirectly controlling (including but not limited to all directors
and officers of such Person), controlled by, or under direct or indirect common
control with such Person. A Person shall be deemed to control a corporation if
such Person possesses, directly or indirectly, the power (i) to vote 10% or more
of the securities having ordinary voting power for the election of directors of
such corporation or (ii) to direct or cause the direction of the management and
policies of such corporation, whether through the ownership of voting
securities, by contract or otherwise.

            "Aggregate Conversion Amount" shall mean, at any time, the sum of
the Conversion Value Amount with respect to each Permitted Restricted Subsidiary
Conversion consummated after the Effective Date but on or prior to the date of
determination thereof.

            "Aggregate Unutilized Revolving Loan Commitment" with respect to any
Bank at any time shall mean the sum of (x) such Bank's Tranche A Revolving Loan
Commitment at such time less the sum of (i) the aggregate outstanding principal
amount of all Tranche A Revolving Loans made by such Bank and (ii) such Bank's
Adjusted Percentage of the Letter of Credit Outstandings at such time and (y)
such Bank's Tranche B Revolving Loan Commitment at such time less the aggregate
outstanding principal amount of all Tranche B Revolving Loans made by such Bank.

            "Aggregate Unutilized Tranche A Commitment" of any Bank at any time
shall mean the Aggregate Unutilized Revolving Loan Commitment of such Bank at
such


                                     -74-
<PAGE>

time without giving effect to clause (y) of the definition of Aggregate
Unutilized Revolving Loan Commitment.

            "Agreement" shall mean this Credit Agreement, as the same may be
from time to time modified, amended and/or supplemented.

            "Applicable Commitment Fee Percentage" shall mean 3/8 of 1%,
provided that in the event that and for so long as the ratio of (i) Consolidated
Debt as of the last day of the most recent fiscal year or fiscal quarter in
respect of which the Banks shall have received Section 7.01 Financials to (ii)
Consolidated EBITDA for the Test Period ending on the last day of such fiscal
year or fiscal quarter is less than 4.50:1, then the Applicable Commitment Fee
Percentage shall be 1/4 of 1% (it being understood that each Applicable
Commitment Fee Percentage shall be in effect from the date the respective
Section 7.01 Financials are required to be delivered to the Banks until the date
the next such Section 7.01 Financials are required to be delivered to the Banks
at which time the Applicable Commitment Fee Percentage shall be reset in
accordance with the foregoing provisions of this definition), provided further,
that if (A) any Section 7.01 Financials are not delivered when required (the
"Late Section 7.01 Financials") and such Late Section 7.01 Financials establish
that the Applicable Commitment Fee Percentage would have been increased or
reduced to a percentage set forth above on the date that such Late Section 7.01
Financials were required to have been delivered (the "Required Delivery Date")
and (B) the Company shall have made any payment of Commitment Fees during the
period from the Required Delivery Date to the actual date of delivery of such
Late Section 7.01 Financials based upon any such lower or higher Applicable
Commitment Fee Percentage, then (x) in the case of actual payments made based on
any such lower Applicable Commitment Fee Percentage, the Company shall pay in
the form of a supplemental Commitment Fee payment an amount which equals the
difference between the amount of Commitment Fees which would otherwise have been
paid determined as if the Late Section 7.01 Financials were delivered on the
Required Delivery Date and the amount of such Commitment Fees so paid, which
supplemental Commitment Fee payment shall be due and payable on the date of
delivery of such Late Section 7.01 Financials and (y) in the case of actual
payments made based on such higher Applicable Commitment Fee Percentage, the
Banks shall retain all amounts so paid.

            "Applicable Letter of Credit Fee Percentage" shall mean, at any
time, the Applicable Margin then in effect for Eurodollar Loans less 1/4 of 1%.

            "Applicable Margin" shall mean, at any time, (a) with respect to
Base Rate Loans, the margin set forth below under the heading Applicable Base
Rate Margin and 

                                     -75-
<PAGE>

(b) with respect to Eurodollar Loans, the margin set forth below under the
heading Applicable Eurodollar Margin, in each case, opposite the ratio of (i)
Consolidated Debt as of the last day of the most recent fiscal year or fiscal
quarter in respect of which the Banks shall have received Section 7.01
Financials to (ii) Consolidated EBITDA for the Test Period ending on the last
day of such fiscal year or fiscal quarter (it being understood that each
Applicable Margin shall be in effect from the date the respective Section 7.01
Financials are required to be delivered to the Banks until the date the next
such Section 7.01 Financials are required to be delivered to the Banks at which
time the Applicable Margin shall be reset in accordance with the foregoing
provisions of this definition):

                                    Applicable         Applicable
                                    Eurodollar         Base Rate
Debt/EBITDA Ratio                     Margin             Margin
-----------------                     ------             ------

5.50:1 or Greater                      1-1/2%          1/8 of 1%

Less than 5.50:1 but equal
   to or greater than 5.00:1           1-1/8%                 0%

Less than 5.00:1 but equal
   to or greater than 4.50:1        7/8 of 1%                 0%

Less than 4.50:1 but equal
   to or greater than 4.00:1        5/8 of 1%                 0%

Less than 4.00:1                    1/2 of 1%                 0%

; provided that if (A) any Section 7.01 Financials are not delivered when
required (the "Late Section 7.01 Financials") and such Late Section 7.01
Financials establish that any Applicable Margin would have been increased or
reduced to an amount set forth in the table above on the date that such Late
Section 7.01 Financials were required to have been delivered (the "Required
Delivery Date") and (B) a Borrower shall have made any interest payment during
the period from the Required Delivery Date to the actual date of delivery of
such Late Section 7.01 Financials based upon any such lower or higher Applicable
Margin, then (x) in the case of actual payments based on any such lower
Applicable Margin, the respective Borrower shall pay in the form of a
supplemental 

                                     -76-
<PAGE>

interest payment, an amount which equals the difference between the amount of
interest which would otherwise have been paid determined as if the Late Section
7.01 Financials were delivered on the Required Delivery Date and the amount of
such interest so paid, which supplemental interest payment shall be due and
payable on the date of delivery of the Late Section 7.01 Financials and (y) in
the case of actual payments made based on such higher Applicable Margin, the
Banks shall retain all such amounts so paid.

            "Appraisal Firm" shall mean an independent appraisal firm (which may
be an investment banking firm of national recognition) selected by, and at the
expense of, the Company and reasonably satisfactory to the Administrative Agent.

            "Asset Sale" shall mean any sale, transfer or other disposition by
the Company or any of its Restricted Subsidiaries to any Person other than the
Company or any Restricted Subsidiary of any asset (including, without
limitation, any capital stock or other securities of another Person, but
excluding any sale, transfer or other disposition by the Company of its capital
stock) of the Company or such Restricted Subsidiary, including, without
limitation, a Permitted Restricted Asset Sale and any sale, transfer or other
disposition deemed made pursuant to a Permitted Restricted Subsidiary Conversion
(other than (x) any sale, transfer or disposition of Cash Equivalents; (y) any
sale, transfer or disposition permitted by Section 8.02(a), (e) or (h); and (z)
for purposes of Sections 3.03(f), any sale, transfer or disposition of assets
(other than capital stock or other securities of any Subsidiary) that results in
Available Cash Proceeds (including Available Cash Proceeds of any related sale,
transfer or disposition) of not in excess of $10,000,000).

            "Authorized Officer" shall mean any officer of the Company
designated as such in writing to the Administrative Agent by the Company, in
each case to the extent reasonably acceptable to the Administrative Agent.

            "Available Cash Proceeds" shall mean, with respect to any sale,
lease, transfer or other disposition of assets, the aggregate cash payments
(including any cash received by way of deferred payment pursuant to a note
receivable issued in connection with such sale, lease, transfer or other
disposition, other than the portion of such deferred payment constituting
interest, and including any amounts received as disbursement or withdrawals from
any escrow or similar account established in connection with any such sale,
lease, transfer or other disposition, but, in either such case, only as and when
so received; but excluding any portion of cash payments which the Company
determines in good faith (x) should be reserved for post-closing adjustments (to
the extent the Company delivers to the Banks a certificate signed by its chief
financial officer, controller or chief accounting officer as to such
determination) or 

                                     -77-
<PAGE>



(y) must be applied to repurchase Senior Notes pursuant to the Senior Note
Documents (to the extent the Company delivers to the Banks a certificate signed
by its chief financial officer, controller or chief accounting officer as to
such determination), it being understood and agreed that on the date that all
such post-closing adjustments have been determined and/or the date such
repurchases shall be required to be effected, as the case may be, the amount
(if any) by which the reserved amount in respect of such sale or disposition
exceeds the actual post-closing adjustments payable by the Company or any of
its Subsidiaries or actual amount expended in connection with such repurchases,
as the case may be, shall constitute Available Cash Proceeds on such date)
received by the Company and/or any of its Subsidiaries from such sale, lease,
transfer or other disposition.

            "Bank" shall have the meaning provided in the first paragraph of
this Agreement; provided that for purposes of references in this Agreement to
Canadian Dollar Loans, "Bank" shall include the Canadian Lender.

            "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing or to fund
its portion of any assignment of Canadian Dollar Loans under Section 1.01(g) or
to fund its portion of any unreimbursed payment under Section 2.05(c) or (ii) a
Bank having notified the Administrative Agent and/or the Company that it does
not intend to comply with the obligations under Section 1.01(b), 1.01(c),
1.01(e), 1.01(g) or 2.05(c), in the case of either (i) or (ii) as a result of
the appointment of a receiver or conservator with respect to such Bank at the
direction or request of any regulatory agency or authority.

            "Bankruptcy Code" shall have the meaning provided in Section 9.05.

            "Base Rate" at any time shall mean (i) in the case of Canadian
Dollar Loans, the Canadian Lender Prime Lending Rate as in effect from time to
time and (ii) in the case of Loans other than Canadian Dollar Loans, the higher
of (x) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate
and (y) the Prime Lending Rate as in effect from time to time.

            "Base Rate Loan" shall mean each Loan bearing interest at the rates
provided in Section 1.08(a).

            "BONY Term Loan Facility" shall mean the credit facility among the
Company, various lending institutions and The Bank of New York, as Agent,
providing for the making of term loans to the Company in an aggregate amount not
to exceed 

                                     -78-
<PAGE>

$150,000,000 outstanding at any time, as same may have been modified,
supplemented or amended from time to time pursuant to the terms thereof.

            "Borrower" shall mean each of the Company and the Canadian Borrower.

            "Borrowing" shall mean a borrowing of Loans under a single Tranche
from all Banks having Commitments with respect to such Tranche (or (x) from
Chase in the case of Swingline Loans and (y) from the Canadian Lender in the
case of Canadian Dollar Loans) on a given date (or resulting from conversions on
a given date), in each case, as required by the provisions of this Agreement,
being of a single Type of Loans and having, in the case of Eurodollar Loans, the
same Interest Period, provided that Base Rate Loans incurred pursuant to Section
1.10(b) shall be considered part of any related Borrowing of Eurodollar Loans.

            "Business" shall mean and include the communications, information,
education, publishing and/or media businesses.

            "Business Day" shall mean (i) for all purposes other than as covered
by clause (ii) or (iii) below, any day excluding Saturday, Sunday and any day
which shall be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions to close, (ii)
with respect to all notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) and which is also a day for trading by and between banks
in U.S. dollar deposits in the interbank Eurodollar market and (iii) with
respect to all notices and determinations in connection with, and payments of
principal and interest on, Canadian Dollar Loans, any day which is a Business
Day described in clause (i) and which is also a day which is not in Toronto,
Canada a legal holiday or a day on which banking institutions are authorized by
law or other governmental actions to close.

            "Canadian Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

            "Canadian Borrower Management Agreement" shall mean the Management
Agreement, dated as of March 9, 1994 between the Canadian Borrower and K-III
Directory Corporation, as amended to the Effective Date and as further amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

                                     -79-
<PAGE>


            "Canadian Dollar" and "Can.$" shall mean freely transferable lawful
money of Canada.

            "Canadian Dollar Loan" shall have the meaning provided in Section
1.01(f).

            "Canadian Lender" shall mean The Bank of Nova Scotia.

            "Canadian Lender Prime Lending Rate" at any time shall mean the
higher of (i) the rate per annum designated by the Canadian Lender from time to
time (and in effect on such day) as its prime rate for Canadian Dollar
commercial loans made in Canada and (ii) one-half of one percent (1/2%) plus the
CDOR Rate from time to time (and in effect on such day), as advised by the
Canadian Lender to the Canadian Borrower and the Administrative Agent from time
to time. The Canadian Lender Prime Lending Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer.
The Canadian Lender may make commercial loans or other loans at rates of
interest at, above or below the Canadian Lender Prime Lending Rate.

            "Canadian Notice Office" shall mean the office of the Canadian
Lender set forth as the Canadian Notice Office on Annex II hereto, or such other
office as the Canadian Lender may designate to the Company, the Administrative
Agent and the Banks from time to time.

            "Canadian Payment Office" shall mean the office of the Canadian
Lender set forth as the Canadian Payment Office on Annex II hereto, or such
other office as the Canadian Lender may designate to the Company, the
Administrative Agent and the Banks from time to time.

            "Capital Expenditures" shall mean, for any period, any expenditures
(whether paid in cash or accrued as liabilities and including in all events all
amounts expended or capitalized under Capital Leases) by any Person during that
period that, in conformity with GAAP, are or are required to be included in the
property, plant or equipment reflected in the balance sheet of such Person.

            "Capital Lease," as applied to any Person, shall mean any lease of
any property (whether real, personal or mixed) by that Person as lessee which,
in conformity with GAAP, is accounted for as a capital lease on the balance
sheet of that Person.

                                     -80-
<PAGE>

            "Capitalized Lease Obligations" shall mean all obligations under
Capital Leases of the Company or any of its Restricted Subsidiaries in each case
taken at the amount thereof accounted for as liabilities in accordance with
GAAP.

"Cash Equivalents" shall mean (i) securities issued or directly and fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (ii) U.S. dollar denominated time
deposits, certificates of deposit and bankers acceptances of (x) any Bank, (y)
any commercial bank of recognized standing having capital and surplus in excess
of $500,000,000 or (z) any bank whose short-term commercial paper rating from
Standard & Poor's Ratings Group ("S&P") is at least A-2 or the equivalent
thereof or from Moody's Investors Service, Inc. ("Moody's") is at least P-2 or
the equivalent thereof (any such bank or Bank, an "Approved Bank"), in each
case with maturities of not more than one year from the date of acquisition,
(iii) commercial paper issued by any Approved Bank or by the parent company of
any Approved Bank and commercial paper issued by, or guaranteed by, any
industrial or financial company with a short-term commercial paper rating of at
least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent
thereof by Moody's, or guaranteed by any industrial company with a long term
unsecured debt rating of at least A or A2, or the equivalent of each thereof,
from S&P or Moody's, as the case may be, and in each case maturing within one
year after the date of acquisition, (iv) marketable direct obligations issued
by any state of the United States of America or any political subdivision of
any such state or any public instrumentality thereof maturing within one year
from the date of acquisition thereof and, at the time of acquisition, having
one of the two highest ratings obtainable from either S&P or Moody's and (v)
investments in money market funds substantially all the assets of which are
comprised of securities of the types described in clauses (i) through (iv)
above.

            "CDOR Rate" shall mean that annual rate of interest equal to the
average "BA 1 Month" interest rates for Canadian Dollar denominated bankers'
acceptances displayed and identified as such on the "Reuters Screen CDOR Page"
(as defined in the International Swap and Derivatives Association, Inc.
definitions, as modified and amended from time to time) as of 10:00 A.M.,
Toronto, Ontario local time on any particular day and, if such day is not a
Business Day, then on the immediately preceding Business Day (as adjusted by the
Canadian Lender after 10:00 A.M., Toronto, Ontario local time to reflect any
error in a posted rate of interest or in the posted average annual rate of
interest). If such rates are not available on the Reuters Screen CDOR Page on
any particular day, then the CDOR Rate on that day shall be calculated as the
arithmetic 

                                     -81-
<PAGE>


mean of the 30 day rates applicable to Canadian dollar denominated banker's
acceptances quoted by four major Canadian Schedule I chartered banks as of
10:00 A.M., Toronto, Ontario local time on such day, or if such day is not a
Business Day, then on the immediately preceding Business Day. The four major
Canadian Schedule I chartered banks shall, unless the Canadian Borrower and the
Canadian Lender otherwise agree, be The Toronto-Dominion Bank, The Bank of Nova
Scotia, Royal Bank of Canada and Canadian Imperial Bank of Commerce. The
arithmetic average of any rates or quotations to be calculated hereunder shall
be rounded, if necessary, to the nearest 1/100,000 of one percent (.00001%),
with five one millionths of a percentage point rounded upwards. All dollar
amounts used in or resulting from any calculation based on the CDOR Rate will
be rounded to the nearest cent (with one-half of one cent rounded upwards).

            "Change of Control Event" shall mean (a) any "Change of Control" or
similar term as defined in the indentures governing the terms of the Senior
Notes as in effect on the Initial Borrowing Date or in any agreement governing
any Indebtedness incurred pursuant to Section 8.04(f), (h), (i) or (j), (b) KKR
or one or more Affiliates of KKR shall cease to own (directly or indirectly) at
least 25% on a fully diluted basis of the economic and voting interest in the
Company's common stock or (c) any Person or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 , as amended)
becomes the "beneficial owner" (as defined in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended) of more of the voting common stock of the
Company than that owned (directly or indirectly) by KKR and its Affiliates.

            "Chase" shall mean The Chase Manhattan Bank, N.A. or any successor
thereto by merger.

            "Chase Revolving Credit Facility" shall mean the amended and
restated credit facility among the Company, the Canadian Borrower, various
lending institutions, Bank of America NT&SA, The Bank of New York, The Bank of
Nova Scotia, Bankers Trust Company, Canadian Imperial Bank of Commerce and
Societe Generale, as Co-Agents, and Chase, as Administrative Agent, providing
for the making of revolving loans and the issuance of, and participation in,
letters of credit in an aggregate amount not to exceed $670,000,000 outstanding
at any time, as same may have been modified, supplemented or amended from time
to time pursuant to the terms thereof.

            "Chase Term Loan Facility" shall mean the credit facility among the
Company, various lending institutions, Bank of America Illinois, The Bank of
Nova Scotia, Chemical Bank, Midland Bank plc and The Industrial Bank of Japan,
Limited, as Co-Agents, and Chase, as Administrative Agent, providing for the
making of term 

                                     -82-
<PAGE>

loans in an aggregate amount not to exceed $150,000,000 outstanding at any
time, as same may have been modified, supplemented or amended from time to time
pursuant to the terms thereof.

            "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time and the regulations promulgated and the rulings issued thereunder.
Section references to the Code are to the Code, as in effect at the date of this
Agreement and any subsequent provisions of the Code amendatory thereof,
supplemental thereto or substituted therefor.

            "Commitment" shall mean, at any time, for any Bank the sum of the
Term Loan Commitment, Tranche A Revolving Loan Commitment, and Tranche B
Revolving Loan Commitment of such Bank at such time.

            "Commitment Fee" shall have the meaning provided in Section 3.01(a).

            "Company" shall have the meaning provided in the first paragraph of
this Agreement.

            "Company Guaranty" have the meaning provided in Section 5.06(b).

            "Consolidated Capital Expenditures" shall mean, for any period, the
aggregate of all Capital Expenditures by the Company and its Restricted
Subsidiaries at such time determined on a consolidated basis.

            "Consolidated Current Assets" shall mean, at any time, the current
assets (other than cash and Cash Equivalents, and deferred income taxes to the
extent included in current assets) of the Company and its Restricted
Subsidiaries at such time determined on a consolidated basis.

            "Consolidated Current Liabilities" shall mean, at any time, the
current liabilities of the Company and its Restricted Subsidiaries determined on
a consolidated basis, but excluding (i) all short-term Indebtedness for borrowed
money, (ii) the current portion of any long-term Indebtedness of the Company or
its Restricted Subsidiaries, (iii) deferred income taxes, (iv) liabilities
arising from cash overdrafts, and (v) liabilities arising from the honoring by a
bank or other financial institution of a check, draft or similar instrument
inadvertently (except in the case of daylight overdrafts) drawn against
insufficient funds in the ordinary course of business, provided that such
liabilities are 
                            
                                     -83-
<PAGE>

extinguished within three Business Days of their incurrence; in
each case to the extent included in current liabilities.

            "Consolidated Debt" shall mean all Indebtedness of the Company and
its Restricted Subsidiaries, determined on a consolidated basis, other than
Indebtedness owing by the Company to any of its Restricted Subsidiaries or by
any of the Company's Restricted Subsidiaries to the Company or any other
Restricted Subsidiary of the Company, provided that, for purposes of this
definition, (x) only the principal amount of Indebtedness outstanding under the
Non-Compete Notes issued as of the date of determination (net of the amount of
any reduction to the amounts owed under such Non-Compete Notes made in
accordance with the terms of the Non-Competition Agreement referred to in the
definition of Non-Compete Notes) shall be included and (y) Indebtedness of any
Partially-Owned Restricted Subsidiary shall be included in
Consolidated Debt in an aggregate amount equal to the percentage equity
ownership of the Company in such Partially-Owned Restricted Subsidiary
multiplied by the aggregate Indebtedness of such Partially-Owned Restricted
Subsidiary.

            "Consolidated EBITDA" shall mean, for any period, (A) the sum
(without duplication) of the amounts for such period of (i) the net income (or
loss) of the Company and its Restricted Subsidiaries on a consolidated basis for
such period taken as a single accounting period, provided that, except as
provided in clauses (I) through (III) below, there shall be excluded from
Consolidated EBITDA (x) the net income (or loss) of all Unrestricted
Subsidiaries and all Partially-Owned Restricted Subsidiaries for such period and
(y) all cash or other payments received during such period by the Company and
its Restricted Subsidiaries from any Unrestricted Subsidiaries from dividends or
distributions (including tax sharing payments), in each case to the extent
otherwise included, (ii) provisions for taxes based on income, (iii)
Consolidated Interest Expense, (iv) amortization or write-off of deferred
financing costs, (v) losses on sales of assets (excluding sales in the ordinary
course of business) and other extraordinary losses, (vi) non-cash amounts
charged as compensation for "phantom stock" arrangements, (vii) all non-cash
interest expense not included in the foregoing clause (vi), (viii) depreciation
expense and (ix) amortization expense, in the case of each of clauses (ii)
through (ix) above to the extent deducted in determining net income (or loss)
pursuant to clause (i) above for such period, less (B) the amount for such
period of gains on sales of assets (excluding sales in the ordinary course of
business) and other extraordinary gains, in each case, to the extent included in
determining net income (or loss) pursuant to clause (A)(i) above for such
period, all as determined on a consolidated basis; provided, however, that (I)
for purposes of Section 8.11 and the definitions of Applicable Margin and
Applicable Commitment Fee Percentage, (1) there shall be included in 

                                     -84-
<PAGE>

determining Consolidated EBITDA for any period (x) the net income (or loss) of
any person, business, property or asset (other than an Unrestricted Subsidiary)
acquired and not subsequently sold or otherwise disposed of (but not including
the net income (or loss) of any related person, business, property or assets to
the extent not so acquired) by the Company or one of its Restricted
Subsidiaries during such period (each such person, business, property or asset
acquired and not subsequently disposed of, an "Acquired Entity or Business"),
and the net income (or loss) of any Unrestricted Subsidiary that is converted
into a Restricted Subsidiary during such period (each, a "Converted Restricted
Subsidiary"), in each case based on the actual net income (or loss) of such
Acquired Entity or Business or Converted Restricted Subsidiary for the entire
period (including the portion thereof occurring prior to such acquisition or
conversion) and (y) an increase in respect of each Acquired Entity or Business
acquired during such period equal to the cost adjustment amount applicable to
the relevant period determined by the Company to represent the savings secured
by the Company in connection with its reduction of salary and other employment
expenses and lease and other contractual expenses with respect to such Acquired
Entity or Business and (2) there shall be excluded in determining Consolidated
EBITDA for any period the net income (or loss) of any person, business,
property or asset (other than an Unrestricted Subsidiary) sold or disposed of
by the Company or one of its Restricted Subsidiaries during such period (each
such person, business, property or asset so sold or disposed of, a "Sold Entity
or Business"), and the net income (or loss) of any Restricted Subsidiary that
is converted into an Unrestricted Subsidiary during such period (each, a
"Converted Unrestricted Subsidiary"), in each case based on the actual net
income (or loss) of such Sold Entity or Business or Converted Unrestricted
Subsidiary for the entire period (including the portion thereof occurring prior
to such sale, disposition or conversion), (II) for purposes of this definition,
subject to clause (III) below, there shall be included or excluded any of the
items described in the above clauses (A) and (B) attributable to a
Partially-Owned Restricted Subsidiary, but only to the extent of the equity
percentage ownership of the Company in such Partially-Owned Restricted
Subsidiary and (III) in the event the aggregate portion of Consolidated EBITDA
for any period attributable to Partially-Owned Restricted Subsidiaries (the
"Limited EBITDA Component") exceeds an amount equal to 15% of the aggregate
amount of Consolidated EBITDA of the Company and its Restricted Subsidiaries
for such period, the Limited EBITDA Component (and accordingly Consolidated
EBITDA), in each case, for such period, shall be reduced such that the Limited
EBITDA Component for such period equals 15% of the aggregate amount of such
Consolidated EBITDA for such period.

            "Consolidated Fixed Charges" shall mean, for any period, the sum,
without duplication, of the amounts for such period of (i) Consolidated Interest
Expense, 

                                     -85-
<PAGE>

plus consolidated cash Dividend expense payable in respect of all Preferred
Stock and common stock of the Company, (ii) provisions for taxes based on
income other than (x) changes in deferred taxes, (y) taxes on gains resulting
from sales of assets (other than sales in the ordinary course of business) and
(z) taxes on gains on extraordinary items, (iii) Consolidated Capital
Expenditures paid in cash, (iv) scheduled payments on Indebtedness for borrowed
money (including the Term Loans and the loans outstanding under the Additional
Credit Agreement but excluding the Revolving Loans) and on the Non-Compete
Notes (other than, in the case of any payments referred to in this clause (iv),
any interest payments to the extent included in Consolidated Interest Expense),
and (v) the Net Maximum Exposure Reduction, if positive, for such period; all
as determined on a consolidated basis for the Company and its Restricted
Subsidiaries; provided that for purposes of this definition, fixed charges of
the type referred to in clauses (i)-(v) above of any Partially-Owned Restricted
Subsidiary shall be included in Consolidated Fixed Charges in an aggregate
amount equal to the percentage equity ownership of the Company in such
Partially-Owned Restricted Subsidiary multiplied by the fixed charges of the
type referred to above of such Partially-Owned Restricted Subsidiary for the
respective period.

            "Consolidated Interest Expense" shall mean, for any period, total
interest expense (including that attributable to Capital Leases in accordance
with GAAP but excluding non-cash interest expenses) of the Company and its
Restricted Subsidiaries determined on a consolidated basis with respect to all
outstanding Indebtedness of the Company and its Restricted Subsidiaries,
including, without limitation, all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
and net costs (i.e., costs minus benefits) under Interest Rate Protection
Agreements, but excluding, however, amortization of deferred financing costs to
the extent included in total interest expense, all as determined on a
consolidated basis; provided that for purposes of this definition, interest
expense of the type referred to above of any Partially-Owned Restricted
Subsidiary shall be included in Consolidated Interest Expense in an aggregate
amount equal to the percentage equity ownership of the Company in such
Partially-Owned Restricted Subsidiary multiplied by the interest expense of the
type referred to above of such Partially-Owned Restricted Subsidiary for the
respective period.

            "Contingent Obligations" shall mean as to any Person (i) any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("primary obligations") of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (a) to purchase any such primary 

                                     -86-
<PAGE>


obligation or any property constituting direct or indirect security therefor,
(b) to advance or supply funds (x) for the purchase or payment of any such
primary obligation or (y) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (c) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such primary obligation of the ability
of the primary obligor to make payment of such primary obligation or (d)
otherwise to assure or hold harmless the owner of such primary obligation
against loss in respect thereof and (ii) any Interest Rate Protection
Agreement; provided, however, that the term Contingent Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Contingent Obligation shall be deemed to
be an amount equal to the stated or determinable amount of the primary
obligation in respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined
by such Person in good faith.

            "Contribution Agreement" shall have the meaning provided in Section
5.09.

            "Conversion Value Amount" shall have the meaning set forth in the
definition of Permitted Restricted Subsidiary Conversion.

            "Convertible Subordinated Debenture" shall mean the debenture issued
by the Canadian Borrower to K-III Directory Corporation, convertible into shares
of the Canadian Borrower's common stock at the option of K-III Directory
Corporation, as amended, modified or supplemented from time to time in
accordance with the terms hereof and thereof.

            "Copyrights" shall have the meaning provided in Section 6.14(a).

            "Credit Documents" shall mean this Agreement, any Notes to the
extent issued, the Guaranties and the Contribution Agreement.

            "Credit Event" shall mean the making of a Loan or the issuance of a
Letter of Credit.

            "Credit Party" shall mean the Company, the Canadian Borrower and
each Subsidiary Guarantor.

                                     -87-
<PAGE>

            "Default" shall mean any event, act or condition which with notice
or lapse of time, or both, would constitute an Event of Default.

            "Defaulting Bank" shall mean any Bank with respect to which a Bank
Default is in effect.

            "Dividends" shall have the meaning provided in Section 8.07.

            "Dollar Equivalent" shall mean, at any time of determination
thereof, the amount of U.S. Dollars which could be purchased with the same
amount of Canadian Dollars involved in such computation at the spot exchange
rate therefor as published in the New York edition of The Financial Times on the
date two Business Days prior to the date of any determination thereof for
purchase on such date, provided that if the New York edition of The Financial
Times is not published on such date, reference shall be made to such rate as set
forth in the most recently published New York edition of The Financial Times,
provided further, that if at any time the New York edition of The Financial
Times ceases to publish such exchange rates, the Dollar Equivalent shall be the
amount of U.S. Dollars which could be purchased with the amount of Canadian
Dollars involved in such computation at the spot rate therefor as quoted by the
Administrative Agent at approximately 11:00 A.M. (London time) on the date two
Business Days prior to the date of any determination thereof for purchase on
such date.

            "EBITDA" shall mean, for any Restricted Subsidiary or business, for
any period, the portion of Consolidated EBITDA attributable to such Restricted
Subsidiary or business.

            "Effective Date" shall have the meaning provided in Section 12.10.

            "Environmental Law" shall mean any federal, state, provincial or
local statute, law, rule, regulation, ordinance, code, policy or rule of common
law now or hereafter in effect and in each case as amended, and any judicial or
administrative interpretation thereof, including any judicial or administrative
order, consent, decree or judgment, relating to the environment, health, safety
or Hazardous Materials.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and the regulations promulgated and the
rulings issued thereunder. Section references to ERISA are to ERISA as in effect
at the date of this Agreement and any subsequent provisions of ERISA amendatory
thereof, supplemental thereto or substituted therefor.


                                     -88-
<PAGE>


            "ERISA Affiliate" shall mean each person (as defined in Section 3(9)
of ERISA) which together with the Company or any Subsidiary of the Company would
be deemed to be a "single employer" within the meaning of Section 414(b), (c),
(m) or (o) of the Code.

            "Eurodollar Loans" shall mean each Loan bearing interest at the
rates provided in Section 1.08(b).

            "Eurodollar Rate" shall mean with respect to each Interest Period
for a Eurodollar Loan, (i) the arithmetic average (rounded to the nearest 1/100
of 1%) of the offered quotation to first-class banks in the interbank Eurodollar
market by each Reference Bank (or by the Canadian Lender in the case of Canadian
Dollar Loans) for U.S. dollar deposits (or Canadian Dollar deposits in the case
of Canadian Dollar Loans) of amounts in same day funds comparable to the
outstanding principal amount of the Eurodollar Loan of such Reference Bank (or
the Canadian Lender, as the case may be) for which an interest rate is then
being determined with maturities comparable to the Interest Period to be
applicable to such Eurodollar Loan, determined as of 10:00 A.M. (New York time)
on the date which is two Business Days prior to the commencement of such
Interest Period divided (and rounded upward to the next whole multiple of 1/16
of 1%) by (ii) a percentage equal to 100% minus the then stated maximum rate of
all reserve requirements (including, without limitation, any marginal,
emergency, supplemental, special or other reserves) applicable to any member
bank of the Federal Reserve System in respect of Eurocurrency liabilities as
defined in Regulation D (or any successor category of liabilities under
Regulation D); provided that if one or more of the Reference Banks fails to
provide the Administrative Agent with its aforesaid rate, then the Eurodollar
Rate in respect of Loans shall be determined based on the rate or rates provided
to the Administrative Agent by the other Reference Banks or Bank.

            "Event of Default" shall have the meaning provided in Section 9.

            "Excess Cash Flow" shall mean, for any period, the remainder of (x)
the sum of (i) Consolidated EBITDA for such period and (ii) the decrease, if
any, in Working Capital from the first day to the last day of such period, minus
(y) the sum of (i) the amount of Consolidated Fixed Charges for such period (but
in the case of Consolidated Capital Expenditures included therein, only to the
extent such expenditures are not financed by Indebtedness (other than Loans
hereunder)) and (ii) the increase, if any, in Working Capital from the first day
to the last day of such period, provided that in calculating the amount referred
to in clause (x)(ii) or (y)(ii) above, as the case may be, (A) for any period
during which the Company and/or any of its Restricted Subsidiaries 

                                     -89-
<PAGE>


have consummated an Asset Sale pursuant to Section 8.02(c) or a Permitted
Acquisition, the portion of the change in Working Capital for such period
attributable to the entity or business sold or purchased shall be based (x) in
the case of an Asset Sale, on the change in Working Capital attributable to the
entity or business sold from the first day of such period to the date of the
consummation of such sale and (y) in the case of an acquisition, on the change
in Working Capital attributable to the entity or business acquired from the
date of consummation of such acquisition to the last day of such period and (B)
Working Capital shall only include the assets and liabilities of a
Partially-Owned Restricted Subsidiary to the extent of the percentage equity
interest of the Company in such Partially-Owned Restricted Subsidiary.

            "Excess Cash Flow Amount" shall mean an amount which initially shall
be zero and which shall be (i) increased on the date of delivery of Section
7.01 Financials in respect of the first three fiscal quarters in each year of
the Company (commencing with the fiscal quarter ended June 30, 1996) by an
amount (if positive) equal to 75% of Excess Cash Flow for the fiscal quarter in
respect of which such Section 7.01 Financials are delivered, provided that in
the event that Excess Cash Flow for the first and/or second fiscal quarter in
any fiscal year is negative, then for purposes of this clause (i) the Excess
Cash Flow for the third fiscal quarter in such fiscal year shall be deemed to
be reduced by the amount of such negative Excess Cash Flow for such first
and/or second quarter, and (ii) increased on the date of delivery of Section
7.01 Financials in respect of each fiscal year of the Company by an amount (if
positive) equal to 75% of the Excess Cash Flow for such fiscal year less an
amount (if any) equal to the aggregate amount by which the Excess Cash Flow
Amount was increased pursuant to clause (i) above in respect of the first,
second and third quarters in such fiscal year.

            "Excluded Domestic Restricted Subsidiary" shall mean any
Partially-Owned Restricted Subsidiary with respect to which the Company shall
have made a Non-Guarantor Designation in accordance with the provisions hereof.

            "Excluded Foreign Restricted Subsidiaries" shall mean (i) Daily
Racing Form of Canada Ltd., a Canada corporation, (ii) Admirefruit Limited, a
U.K. corporation, (iii) Canadian Red Book, Inc., a Canada corporation, (iv) the
Canadian Borrower and (v) each Restricted Subsidiary of the Company established,
created or acquired after the Effective Date which is incorporated in a
jurisdiction outside the United States, except to the extent the requirements
set forth in clause (z) of 8.14(a), and Section 8.14(c), are satisfied with
respect to such Subsidiary.

                                     -90-
<PAGE>

            "Existing Contingent Obligations" shall have the meaning provided in
Section 8.06(g).

            "Existing Credit Agreements" shall mean and include each of the
Chase Revolving Credit Facility, the Chase Term Loan Facility and the BONY Term
Loan Facility.

            "Existing Debt" shall have the meaning provided in Section 8.04(d).

            "Existing Indebtedness Agreements" shall have the meaning provided
in Section 5.10.

            "Existing Letter of Credit" shall have the meaning provided in
Section 2.01(c).

            "Existing Preferred Stock" shall include preferred stock of the
Company issued prior to the Effective Date and listed on Annex VII hereto,
without giving effect to any extension or replacement thereof, as the same may
be modified, supplemented or amended from time to time pursuant to the terms
hereof and thereof.

            "Facing Fee" shall have the meaning provided in Section 3.01(c).

            "Federal Funds Effective Rate" shall mean, for any period, a
fluctuating interest rate equal for each day during such period to the weighted
average of the rates on overnight Federal Funds transactions with members of the
Federal Reserve System arranged by Federal Funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published
for any day which is a Business Day, the average of the quotations for such day
on such transactions received by the Administrative Agent from three Federal
Funds brokers of recognized standing selected by the Administrative Agent.

            "Fees" shall mean (i) all amounts payable pursuant to, or referred
to in, Section 3.01 and (ii) all other fees payable to the Administrative Agent
or any Bank as may be agreed to from time to time between the Company and the
Administrative Agent or such Bank, as the case may be.

            "Final Maturity Date" shall mean June 30, 2004.

                                     -91-
<PAGE>


            "GAAP" shall mean generally accepted accounting principles in the
United States of America as in effect from time to time; it being understood and
agreed that determinations in accordance with GAAP for purposes of Section 8,
including defined terms as used therein, are subject (to the extent provided
therein) to Section 12.07(a).

            "Guarantor" shall mean the Company and each Subsidiary Guarantor.

            "Guaranty" shall mean the Company Guaranty and the Subsidiary
Guaranty.

            "Hazardous Materials" shall mean (a) any petrochemical or petroleum
products, radioactive materials, asbestos in any form that is or could become
friable, urea formaldehyde foam insulation, transformers or other equipment that
contain dielectric fluid containing levels of polychlorinated biphenyls, and
radon gas; and (b) any chemicals, materials or substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "hazardous
materials," "restricted hazardous materials," "extremely hazardous wastes,"
"restrictive hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants" or "pollutants," or words of similar import, under any applicable
Environmental Law.

            "Indebtedness" of any Person shall mean without duplication (i) all
indebtedness of such Person for borrowed money, (ii) the deferred purchase
price of assets or services payable to the sellers thereof or any of such
seller's assignees which in accordance with GAAP would be shown on the
liability side of the balance sheet of such Person, (iii) the face amount of
all letters of credit issued for the account of such Person and, without
duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second
Person secured by any Lien on any property owned by such first Person, whether
or not such Indebtedness has been assumed, (v) all Capitalized Lease
Obligations of such Person and (vi) all obligations of such Person to pay a
specified purchase price for goods or services whether or not delivered or
accepted, i.e., take-or-pay and similar obligations, provided that Indebtedness
shall not include (x) trade payables and accrued expenses, in each case arising
in the ordinary course of business and (y) any obligations under Interest Rate
Protection Agreements.

            "Information Memorandum" shall mean the Confidential Information
Memorandum dated April, 1996 and distributed to the Banks prior to the Effective
Date.

            "Initial Borrowing Date" shall mean the date on or after the
Effective Date upon which the initial Borrowing of Loans hereunder occurs.

                                     -92-
<PAGE>


            "Initial Tranche B Assumption Date" shall mean the date on which the
first Tranche B Assumption Agreement is delivered to the Administrative Agent
pursuant to Section 1.13 of this Agreement.

            "Intellectual Property" shall have the meaning provided in Section
6.14(b).

            "Intercompany Loan" shall have the meaning provided in Section
8.05(c).

            "Interest Period" with respect to any Eurodollar Loan, shall mean
the interest period applicable thereto, as determined pursuant to Section 1.09.

            "Interest Rate Protection Agreement" shall mean any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement,
interest rate hedging agreement or other similar agreement or arrangement
designed to protect the Company or any of its Subsidiaries against fluctuations
in interest rates.

            "KKR" shall mean Kohlberg Kravis Roberts & Co., a Delaware limited
partnership.

            "Leasehold" of any Person means all of the right, title and interest
of such Person as lessee or licensee in, to and under leases or licenses of
land, improvements and/or fixtures.
                                        
            "Letter of Credit" shall have the meaning provided in Section
2.01(a).

            "Letter of Credit Fee" shall have the meaning provided in Section
3.01(b).

            "Letter of Credit Issuer" shall mean Chase.

            "Letter of Credit Outstandings" shall mean, at any time, the sum of,
without duplication, (i) the aggregate Stated Amount of all outstanding Letters
of Credit and (ii) the aggregate amount of all Unpaid Drawings in respect of all
Letters of Credit.

            "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

            "Leverage Ratio" shall have the meaning provided in Section 8.11.

                                     -93-
<PAGE>
                                        
            "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the UCC or any similar
recording or notice statute, and any lease having substantially the same effect
as the foregoing).

            "Loan" shall mean each and every Loan made by any Bank hereunder,
including Term Loans, Tranche A Revolving Loans, Tranche B Revolving Loans,
Canadian Dollar Loans and Swingline Loans.

            "Mandatory Borrowing" shall have the meaning provided in Section
1.01(e).

            "Margin Stock" shall have the meaning provided in Regulation U.

            "Maximum Canadian Dollar Amount" shall mean $40,000,000.

            "Maximum Exposure" shall mean, for any period, an amount equal to
the maximum amount of the sum of (i) the principal amount of all outstanding
Revolving Loans, (ii) the principal amount of all outstanding Swingline Loans,
(iii) the Dollar Equivalent of the principal amount of all outstanding Canadian
Dollar Loans and (iv) the Letter of Credit Outstandings, at any one time during
such period.

            "Maximum Swingline Amount" shall mean $40,000,000.

            "Minimum Borrowing Amount" shall mean (i) for Term Loans,
$3,000,000; (ii) for Revolving Loans, $3,000,000; (iii) for Canadian Dollar
Loans, Can. $50,000; and (iv) for Swingline Loans, $500,000.

            "Minimum Retention Amount" shall mean, at any time, $10,000,000
multiplied by a fraction (i) the numerator of which shall be the sum of the
outstanding Term Loans plus the Total Revolving Loan Commitment at such time and
(ii) the denominator of which shall be the sum of $1,000,000,000 plus the Total
Tranche B Revolving Loan Commitment at such time.

            "Net Cash Proceeds" shall mean, with respect to any Asset Sale, the
Available Cash Proceeds resulting therefrom net of (a) cash expenses of sale
(including payment of principal, premium and interest of Indebtedness
specifically relating to the assets sold in such Asset Sale, relocation expenses
and severance and shutdown costs) 

                                     -94-
<PAGE>

and (b) taxes paid or payable as a result thereof over and above the taxes
which would otherwise have been payable in the absence of such Asset Sale,
provided that in the case of an Asset Sale by a Partially-Owned Restricted
Subsidiary, "Net Cash Proceeds" shall be the amount as determined above in this
definition multiplied by the percentage of the capital stock of such Subsidiary
owned, directly or indirectly, by the Company.

            "Net Investments in Excluded Foreign Restricted Subsidiaries" shall
mean the remainder of (i) the sum of (x) the aggregate value of all businesses,
properties and assets transferred by the Company and/or its Restricted
Subsidiaries (other than Excluded Foreign Restricted Subsidiaries) to Excluded
Foreign Restricted Subsidiaries after the Effective Date, (y) the aggregate
outstanding principal amount of all Intercompany Loans made to Excluded Foreign
Restricted Subsidiaries by the Company and/or its Restricted Subsidiaries (other
than Excluded Foreign Restricted Subsidiaries) after the Effective Date and (z)
the aggregate amount of all investments by the Company and its Restricted
Subsidiaries (other than Excluded Foreign Restricted Subsidiaries) in Excluded
Foreign Restricted Subsidiaries after the Effective Date, minus (ii) the sum of
(x) the aggregate value of all businesses, properties and assets transferred by
Excluded Foreign Restricted Subsidiaries to the Company and/or its Restricted
Subsidiaries (other than Excluded Foreign Restricted Subsidiaries) after the
Effective Date and (y) the aggregate amount of all cash dividends and other cash
distributions on common stock paid by Excluded Foreign Restricted Subsidiaries
to the Company and its Restricted Subsidiaries (other than Excluded Foreign
Restricted Subsidiaries) after the Effective Date.

            "Net Maximum Exposure Reduction" shall mean, for any period, the
Maximum Exposure during such period less the sum of (i) the Total Revolving
Loan Commitment on the last day of such period, and (ii) an amount equal to the
aggregate amount of reductions to the Total Tranche A Revolving Loan Commitment
and the Total Tranche B Revolving Loan Commitment during such period pursuant
to Section 3.03(f).

            "Non-Compete Notes" shall mean the promissory notes issued by K-III
Holdings Corporation III pursuant to the Non-Competition Agreement, dated as of
June 17, 1991, among K-III Holdings Corporation III, News America Holdings
Incorporated and the other parties thereto in an aggregate principal amount not
to exceed $50,000,000, as such notes may be amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof.

            "Non-Defaulting Bank" shall mean each Bank other than a Defaulting
Bank.
                                     -95-
<PAGE>


            "Non-Facility Letter of Credit Outstandings" shall mean, at any
time, the sum of (i) the aggregate maximum amount available to be drawn
(regardless of whether any conditions for drawing could then be met) under all
outstanding Non-Facility Letters of Credit and (ii) the aggregate amount of all
Non-Facility Unpaid Drawings.

            "Non-Facility Letters of Credit" shall mean each letter of credit
(other than any Letter of Credit issued pursuant to this Agreement) issued for
the account of the Company or any of its Restricted Subsidiaries, provided that
the reimbursement obligations of the Company or such Restricted Subsidiary with
respect to such letter of credit may be secured only to the extent permitted by
Section 8.03(q).

            "Non-Facility Unpaid Drawings" shall mean all amounts paid or
disbursed by the issuers of Non-Facility Letters of Credit which have not been
reimbursed.

            "Non-Guarantor Designation" shall mean and include each of (x) the
designation by the Company of any newly created or acquired Partially-Owned
Restricted Subsidiary and (y) the redesignation of any existing Partially-Owned
Restricted Subsidiary which is a Subsidiary Guarantor, in each case, as an
Excluded Domestic Restricted Subsidiary by delivery of a written notice to the
Administrative Agent of such designation or redesignation, as the case may be;
provided that the Company may only make a Non-Guarantor Designation hereunder
if, at the time of such designation (i) no Default or Event of Default exists or
would result therefrom and (ii) the Company shall have determined, with respect
to such designation, that the Company and its Restricted Subsidiaries would have
been in compliance, on a Pro Forma Basis, with Sections 8.09, 8.10 and 8.11 of
this Agreement.

            "Note" shall mean and include each promissory note, in the form
agreed by the Company and the Administrative Agent prior to the Effective Date,
to the extent issued pursuant to Section 1.05(b) hereof.

            "Notice of Borrowing" shall have the meaning provided in Section
1.03(a).

            "Notice of Conversion" shall have the meaning provided in Section
1.06.

            "Notice Office" shall mean the office of the Administrative Agent at
1 Chase Manhattan Plaza, New York, New York 10081, or such other office as the
Administrative Agent may designate to the Company and the Banks from time to
time.

                                     -96-
<PAGE>

            "Obligations" shall mean all amounts, direct or indirect, contingent
or absolute, of every type or description, and at any time existing, owing to
the Administrative Agent or any Bank pursuant to the terms of this Agreement or
any other Credit Document.

            "Partially-Owned Restricted Subsidiary" shall mean any Restricted
Subsidiary of the Company to the extent that the Company and its Wholly-Owned
Restricted Subsidiaries shall own less than 100% of the capital stock of such
Restricted Subsidiary.

            "Participant" shall have the meaning provided in Section 2.05(a).

            "Payment Office" shall mean the office of the Administrative Agent
at 1 Chase Manhattan Plaza, New York, New York 10081, or such other office as
the Administrative Agent may designate to the Company and the Banks from time to
time.

            "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

            "Permitted Acquisition" shall have the meaning provided in Section
8.02(g).

            "Permitted Amendments" shall mean, to any amendment or supplement to
or waiver of the documents governing or evidencing (x) any issue of
Indebtedness which does not (i) add, directly or indirectly, any new covenant,
event of default, collateral requirement or repayment requirement (including
pursuant to any put arrangement), (ii) modify in any manner materially adverse
to the issuer or guarantors thereof any existing covenant, event of default,
collateral requirement or repayment requirement (including any shortening or
any amortization requirements), (iii) increase the interest rate thereon or
modify in any manner the time or manner of payment of such interest (including
any option or right to pay such interest in kind), (iv) modify any of the
subordination provisions or (v) contain any provision which, in the opinion of
the Administrative Agent, is materially adverse to the interests of the Banks,
(y) any issue of Preferred Stock which does not (i) add, directly or
indirectly, any new covenant, default, voting, redemption, exchange or put
provision, (ii) modify in any manner adverse to the issuer thereof any existing
covenant, default, voting, redemption, exchange or put provision, (iii)
increase the dividend rate thereon or modify in any manner the time or manner
of payment of such dividends (including any option or right to pay such
dividends in kind) or (iv) contain any provision which, in the opinion of the

                                     -97-
<PAGE>

Administrative Agent, is materially adverse to the interests of the Banks or
(z) the sole effect of which is to (i) delete covenants or events of default
and/or (ii) add to, or increase existing, exceptions to the covenants contained
therein, or waive any of the covenants contained therein or any rights of the
holders of such Indebtedness or Preferred Stock, as the case may be, set forth
therein.

            "Permitted Liens" shall have the meaning provided in Section
8.03(c).

            "Permitted Refinancing Debt" shall mean Indebtedness issued in
connection with a refinancing of any or all of the Existing Debt, the
Subordinated Exchange Debentures, any Additional Indebtedness or any other
Permitted Refinancing Debt; provided that (i) such Indebtedness has a longer
average life than the Indebtedness being refinanced and (ii) such Indebtedness,
and the agreements and other documents entered into by the Company and/or any of
its Restricted Subsidiaries in connection therewith shall contain terms and
conditions (including, without limitation, with respect to the obligor and
guarantors, if any, in respect of such Indebtedness, amortization schedules,
interest rates, redemption provisions, covenants, defaults, security, remedies
and, if the Indebtedness so refinanced is subordinated to any other Indebtedness
of the Company or its Restricted Subsidiaries, subordination provisions) not
materially less favorable to the Company and its Restricted Subsidiaries or to
the Banks than the terms and conditions of the Indebtedness so refinanced
(excluding, for purposes of this clause (ii), the impact of market conditions on
the interest rate and other economic terms).

            "Permitted Replacement Preferred Stock" shall mean preferred stock
of the Company issued in connection with the replacement and cancellation of
any outstanding Preferred Stock; provided that such preferred stock and the
agreements, certificates of designation and other documents entered into by the
Company in connection therewith shall contain terms and conditions (including,
without limitation, dividend rates, pay-in-kind features, redemption
provisions, put rights, liquidation preferences, voting rights and exchange
rights) not materially less favorable to the Company or to the Banks than the
terms and conditions of the preferred stock being replaced (excluding the
impact of market conditions on the dividend rate and other economic terms), as
such preferred stock may be amended, modified or supplemented from time to time
in accordance with the terms hereof and thereof.

            "Permitted Restricted Asset Sale" shall mean any sale, transfer or
other disposition by the Company or any of its Restricted Subsidiaries (other
than the Canadian Borrower) to any Unrestricted Subsidiary of any asset
(including, without limitation, any capital stock or other securities of another
Person, but excluding any sale, transfer or 

                                     -98-
<PAGE>


other disposition by the Company of its capital stock) of the Company or such
Restricted Subsidiary; provided that the Company or such Restricted Subsidiary
shall only be permitted to effectuate a Permitted Restricted Asset Sale so long
as (i) no Default or Event of Default exists or would result therefrom, (ii)
the Company shall have delivered to the Administrative Agent the opinion of
value of an Appraisal Firm to the extent required by Section 8.02(c) and (iii)
the Company shall have, or shall have caused such Restricted Subsidiary to
have, complied with the other terms and conditions of Section 8.02(c) or (j),
as the case may be.

            "Permitted Restricted Subsidiary Conversion" shall mean the
redesignation by the Company of a Restricted Subsidiary (other than the Canadian
Borrower) of the Company as an Unrestricted Subsidiary of the Company pursuant
to a written notice to the Administrative Agent and the Banks; provided that any
such redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary
shall be deemed to constitute a sale of all of the assets of the respective
Restricted Subsidiary for all purposes of this Agreement; provided further, that
the Company shall only be permitted to effectuate a Permitted Restricted
Subsidiary Conversion so long as (i) no Default or Event of Default exists or
would result therefrom, (ii) the Company shall have delivered to the
Administrative Agent the opinion of value of management of the Company or, to
the extent required by Section 8.02(c), the Appraisal Firm required by such
Section (the value set forth in any such opinion, the "Conversion Value
Amount"), (iii) the Company shall have complied with the other terms and
conditions of Section 8.02(c) or (j), as the case may be, (iv) the Aggregate
Conversion Amount at such time, when added to the Unrestricted Subsidiary
Investment Amount at such time shall not exceed the Unrestricted Subsidiary
Investment Limit then in effect, and (v) the Company shall have determined, with
respect to such conversion, that the Company and its Restricted Subsidiaries
would have been in compliance, on a Pro Forma Basis, with Sections 8.09, 8.10
and 8.11 of this Agreement.

            "Person" shall mean any individual, partnership, joint venture,
firm, corporation, association, trust or other enterprise or any government or
political subdivision or any agency, department or instrumentality thereof.

            "Plan" shall mean any multiemployer or single-employer plan, as
defined in Section 4001 of ERISA, which is maintained or contributed to by (or
to which there is an obligation to contribute of) the Company, any Restricted
Subsidiary or an ERISA Affiliate, and each such plan for the five year period
immediately following the latest date on which the Company, any Restricted
Subsidiary or an ERISA Affiliate maintained, contributed to or had an obligation
to contribute to such plan.



                                     -99-
<PAGE>
            "Preferred Stock" shall mean and include the Existing Preferred
Stock and, once issued, any Additional Preferred Stock and any Permitted
Replacement Preferred Stock.

            "Prescribed Forms" shall mean such duly executed form(s) or
statement(s), and in such number of copies, which may, from time to time, be
prescribed by law and which, pursuant to applicable provisions of (a) an income
tax treaty between the United States and the country of residence of the Bank
providing the form(s) or statement(s), (b) the Code, or (c) any applicable rule
or regulation under the Code, permit the Company to make payments hereunder for
the account of such Bank free of deduction or withholding of income or similar
taxes.

            "Prime Lending Rate" shall mean the rate which the Administrative
Agent announces from time to time as its prime commercial lending rate, the
Prime Lending Rate to change when and as such prime commercial lending rate
changes. The Prime Lending Rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to any customer. The
Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate.

            "Pro Forma Basis" shall mean, with respect to each Affected
Transaction in connection with which any calculation of compliance with any
financial covenant or financial term is required, the calculation thereof on a
pro forma basis, for the Test Period ended on the last day of the most recently
ended fiscal quarter, determined as if (x) such Affected Transaction, each
other Affected Transaction effected by Company during the Affected Period and
any reduction of Consolidated Debt during such Affected Period effected with
the proceeds received by the Company and/or its Restricted Subsidiaries of (A)
the issuance of common equity by the Company or (B) the sale of the capital
stock or other ownership interest of the Company in an Unrestricted Subsidiary
(to the extent not otherwise included in Consolidated EBITDA), in each case,
had occurred on the first day of such Affected Period, and (y) with respect to
any Affected Transaction involving the issuance of Indebtedness or Preferred
Stock, such Indebtedness and/or Preferred Stock had remained outstanding at all
times during such Affected Period.

            "Pro Rata Share" shall mean, for each Bank, (i) with respect to Term
Loans, the percentage obtained by dividing such Bank's outstanding Term Loans
(if any) by the aggregate of all outstanding Term Loans, (ii) with respect to
Tranche A Revolving Loans, the percentage obtained by dividing such Bank's
Tranche A Revolving Loan Commitment (if any) by the Total Tranche A Revolving
Loan Commitment and (iii) with 


                                     -100-
<PAGE>

respect to Tranche B Revolving Loans, the percentage obtained by dividing such
Bank's Tranche B Revolving Loan Commitment (if any) by the Total Tranche B
Revolving Loan Commitment; provided that, if at any time of the determination
of a Bank's "Pro Rata Share," any Commitments under a Tranche under this
Agreement shall have been terminated, Pro Rata Share shall be calculated with
reference to the amount of Loans outstanding under such Tranche rather than
such Commitments.

            "Real Property" of any Person shall mean all of the right, title and
interest of such Person in and to land, improvements and fixtures, including
Leaseholds.

            "Reference Banks" shall mean Chase, The Bank of New York and
Bankers Trust Company.


            "Register" shall have the meaning provided in Section 1.05(a).

            "Regulation D" shall mean Regulation D of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing reserve requirements.

            "Regulation U" shall mean Regulation U of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof establishing margin requirements.

            "Remaining Net Cash Proceeds" shall mean, with respect to any 
Asset Sale, at any time, an amount equal to the Net Cash Proceeds from such
Asset Sale theretofore received by the Company and/or its Restricted
Subsidiaries minus the portion, if any, of such Net Cash Proceeds theretofore
expended by the Company or any of its Restricted Subsidiaries in furtherance of
the purchase, construction or other acquisition of assets to be employed in,
and/or the capital stock of any Person engaged in, the Business.

            "Replaced Bank" shall have the meaning provided in Section
1.10(c)(ii).

            "Replacement Bank" shall have the meaning provided in Section
1.10(c)(ii).

            "Replacement Canadian Parent" shall have the meaning provided in
Section 7.11.

                                     -101-
<PAGE>

            "Reportable Event" shall mean an event described in Section 4043(c)
of ERISA with respect to a Plan other than those events as to which the 30-day
notice is waived under subsection .13, .14, .16, .18, .19 or .20 of PBGC
Regulation Section 2615.

            "Required Banks" shall mean Non-Defaulting Banks whose outstanding
Term Loans (or, if prior to the Initial Borrowing Date, Term Loan Commitments)
and outstanding Revolving Loan Commitments (or, if after the Total Revolving
Loan Commitment has been terminated, outstanding Revolving Loans and Adjusted
Percentages of Swingline Loans, Dollar Equivalent of Canadian Dollar Loans and
Letter of Credit Outstandings) constitute at least 51% of the sum of (i) all
outstanding Term Loans (or, if prior to the Initial Borrowing Date, Term Loan
Commitments) of Non-Defaulting Banks plus (ii) the Adjusted Total Tranche A
Commitment plus (iii) the Total Tranche B Revolving Loan Commitment less the
Tranche B Revolving Loan Commitments of all Defaulting Banks (or, if after the
Total Revolving Loan Commitment has been terminated, the total outstanding
Revolving Loans of Non-Defaulting Banks and the aggregate Adjusted Percentages
of all Non-Defaulting Banks of the total outstanding Swingline Loans, Dollar
Equivalent of Canadian Dollar Loans and Letter of Credit Outstandings at such
time).

            "Restricted Subsidiaries" shall mean (x) all of the Subsidiaries of
the Company in existence on the Effective Date, including, without 
limitation, the Canadian Borrower, (y) any Subsidiary owned (directly or 
indirectly) by the Company that is created, established or acquired after the 
Effective Date and which does not constitute an Unrestricted Subsidiary on 
the date of the creation, establishment and/or acquisition thereof and (z) 
any Unrestricted Subsidiary of the Company to the extent designated by the 
Company as a Restricted Subsidiary hereunder by written notice to the 
Administrative Agent; provided that the Company shall only be permitted to so 
designate a new Restricted Subsidiary so long as (i) no Default or Event of 
Default exists or would result therefrom, (ii) at least 51% of the capital 
stock of such newly-designated Restricted Subsidiary is owned by the Company 
or one or more Wholly-Owned Restricted Subsidiaries and all of the applicable 
provisions of Section 8.14 shall have been complied with in respect of such 
newly-designated Restricted Subsidiary, (iii) the Company shall have 
determined, with respect to such designation, that the Company and its 
Restricted Subsidiaries would have been in compliance, on a Pro Forma Basis, 
with Sections 8.09, 8.10 and 8.11 of this Agreement and (iv) such 
Unrestricted Subsidiary is permitted to be designated a Restricted Subsidiary 
pursuant to the Senior Note Documents; provided further, that, at the time of 
any Permitted Restricted Subsidiary Conversion or the sale of 100% of the 
capital stock owned by the Company or any Restricted Subsidiary of a 

                                     -102-
<PAGE>


Restricted Subsidiary to an Unrestricted Subsidiary pursuant to a Permitted
Restricted Asset Sale, the Restricted Subsidiary so converted or sold shall no
longer constitute a Restricted Subsidiary hereunder.

            "Revolving Loan" shall have the meaning provided in Section 1.01(c).

            "Revolving Loan Commitment" shall mean each Tranche A Revolving Loan
Commitment and each Tranche B Revolving Loan Commitment with the Revolving Loan
Commitment of any Bank at any time to equal the sum of its Tranche A Revolving
Loan Commitment and Tranche B Revolving Loan Commitment at such time.

            "Scheduled A Commitment Reduction" shall have the meaning provided
in Section 3.03(b).

            "Scheduled A Commitment Reduction Date" shall have the meaning
provided in Section 3.03(b).

            "Scheduled B Commitment Reduction" shall have the meaning provided
in Section 3.03(c).

            "Scheduled B Commitment Reduction Date" shall have the meaning
provided in Section 3.03(c).

            "Scheduled TL Repayment" shall have the meaning provided in Section
4.02(c).

            "Scheduled TL Repayment Date" shall have the meaning provided in
Section 4.02(c).

            "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

            "Section 7.01 Financials" shall mean the financial statements
delivered, or to be delivered, pursuant to Section 7.01(a) or (b).

            "Senior Note Documents" shall mean and include each of the documents
and other agreements entered into by the Company or any of its Subsidiaries
(including, without limitation, the indentures pursuant to which each issuance
of the Senior Notes are issued and any guaranty or guaranties relating thereto)
relating to the issuance by the 

                                     -103-
<PAGE>

Company of any Senior Notes, as in effect on the Initial Borrowing Date and as
the same may be modified, supplemented or amended from time to time pursuant to
the terms hereof and thereof.

            "Senior Notes" shall mean and include the Company's (x) 10-5/8%
Senior Secured Notes due 2002, (y) 10-1/4% Senior Notes due 2004 and (z) 8-1/2%
Senior Notes due 2006, in each case, as in effect on the Initial Borrowing Date
and as the same may be modified, supplemented or amended from time to time
pursuant to the terms hereof and thereof.

            "Senior Preferred Stock" shall mean the Company's $2.875 Senior
Exchangeable Preferred Stock, as in effect on the Initial Borrowing Date and as
the same may be modified, supplemented or amended from time to time pursuant to
the terms hereof and thereof.

            "Series B Preferred Stock" shall mean the Company's $11.625 Series B
Exchangeable Preferred Stock, as in effect on the Initial Borrowing Date and as
the same may be modified, supplemented or amended from time to time pursuant to
the terms hereof and thereof.

            "Series C Preferred Stock" shall mean the Company's Series C
Exchangeable Preferred Stock, as in effect on the Initial Borrowing Date and as
the same may be modified, supplemented or amended from time to time pursuant to
the terms hereof and thereof.

            "Shareholders Agreement" shall mean the Shareholders Agreement,
dated as of March 9, 1994 among all holders of the capital stock of the Canadian
Borrower, as amended to the Initial Borrowing Date and as further amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

            "Specified Change of Control Event" shall mean a Change of Control
Event of the type described in clause (a) of the definition thereof.

            "Stated Amount" of each Letter of Credit shall mean the maximum
amount available to be drawn thereunder (regardless of whether any conditions
for drawing could then be met).

            "Subordinated Exchange Debentures" shall mean and include the
Company's (x) 11-1/2% Subordinated Debentures due 2004, (y) 11-5/8% Class B


                                     -104-
<PAGE>

Subordinated Exchange Debentures due 2005 and (z) 10% Subordinated Exchange
Debentures due 2008, in each case, in the form delivered to the Banks on the
Initial Borrowing Date and as the same may be modified, supplemented or amended
from time to time pursuant to the terms hereof and thereof.

            "Subsidiary" of any Person shall mean and include (i) any
corporation more than 50% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such Person directly
or indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time, provided that the
Canadian Borrower shall be deemed to be a Subsidiary of the Company for all
purposes.

            "Subsidiary Guarantor" shall mean (i) each Restricted Subsidiary in
existence on the Initial Borrowing Date (other than Excluded Foreign Restricted
Subsidiaries) and (ii) each Restricted Subsidiary of the Company formed after
the Initial Borrowing Date and each Excluded Domestic Restricted Subsidiary
designated as such by the Company, in each case, which has executed and
delivered a counterpart of the Subsidiary Guaranty to the Administrative Agent
on behalf of the Banks, provided that any such Restricted Subsidiary which is a
Partially-Owned Restricted Subsidiary shall cease to constitute a Subsidiary
Guarantor to the extent the Company shall have made a Non-Guarantor Designation
with respect to such Subsidiary in accordance with the terms hereof.

            "Subsidiary Guaranty" shall have the meaning provided in Section
5.06(a).

            "Swingline Expiry Date" shall mean the date which is five Business
Days prior to the Final Maturity Date.

            "Swingline Loan" shall have the meaning provided in Section 1.01(d).

            "Taxes" shall have the meaning provided in Section 4.04.

            "Term Loan" shall have the meaning provided in Section 1.01(a).

                                     -105-
<PAGE>

            "Term Loan Commitment" shall mean, with respect to each Bank, the
amount set forth opposite such Bank's name in Annex I hereto directly below the
column entitled "Term Loan Commitment," as same may be reduced from time to time
pursuant to Sections 3.03 and/or 9.

            "Term Loan Facility Percentage" shall mean, at any time, a fraction
(expressed as a percentage) the numerator of which is equal to the aggregate
principal amount of all Term Loans outstanding at such time and the denominator
of which is equal to the sum of (w) the Total Tranche A Revolving Loan
Commitment at such time, (x) the Total Tranche B Revolving Loan Commitment at
such time, (y) the aggregate principal amount of Term Loans then outstanding and
(z) the Additional Facility Amount at such time; provided that if at any time of
the determination of Term Loan Facility Percentage, the Total Tranche A
Revolving Loan Commitment and/or the Total Tranche B Revolving Loan Commitment
shall have terminated, the Term Loan Facility Percentage shall be calculated
based upon the aggregate principal amount of Tranche A Revolving Loans or
Tranche B Revolving Loans, as the case may be, then outstanding.

            "Test Period" shall mean the four consecutive fiscal quarters of the
Company then last ended.

            "Total Commitment" shall mean, at any time, the sum of the Commit-
ments of each of the Banks.

            "Total Revolving Loan Commitment" shall mean, at any time, the sum
of the Total Tranche A Revolving Loan Commitment and the Total Tranche B
Revolving Loan Commitment.

            "Total Term Loan Commitment" shall mean, at any time, the sum of the
Term Loan Commitments of each of the Banks.

            "Total Tranche A Revolving Loan Commitment" shall mean, at any time,
the sum of the Tranche A Revolving Loan Commitments of each of the Banks.

            "Total Tranche B Revolving Loan Commitment" shall mean, at any time,
the sum of the Tranche B Revolving Loan Commitments of each of the Banks.

            "Total Unutilized Tranche A Revolving Loan Commitment" shall mean,
at any time, (i) the Total Tranche A Revolving Loan Commitment at such time less
(ii) the sum of the aggregate principal amount of all Tranche A Revolving Loans
and 

                                     -106-
<PAGE>

Swingline Loans at such time, the Dollar Equivalent of the aggregate
principal amount of Canadian Dollar Loans at such time plus the Letter of Credit
Outstandings at such time.

            "Total Unutilized Tranche B Revolving Loan Commitment" shall mean,
at any time, the Total Tranche B Revolving Loan Commitment at such time less the
aggregate principal amount of all Tranche B Revolving Loans at such time.

            "Tranche" shall mean the respective facility and commitments
utilized in making Loans hereunder, with there being five separate Tranches,
i.e., Term Loans, Tranche A Revolving Loans, Tranche B Revolving Loans,
Swingline Loans and Canadian Dollar Loans.

            "Tranche A Facility Percentage" shall mean, at any time, a fraction
(expressed as a percentage) the numerator of which is the Total Tranche A
Revolving Loan Commitment at such time and the denominator of which is equal to
the sum of (w) the Total Tranche A Revolving Loan Commitment at such time, (x)
the Total Tranche B Revolving Loan Commitment at such time, (y) the aggregate
principal amount of Term Loans then outstanding and (z) the Additional Facility
Amount at such time; provided that if at any time of the determination of
Tranche A Facility Percentage, the Total Tranche A Revolving Loan Commitment
and/or the Total Tranche B Revolving Loan Commitment shall have terminated,
Tranche A Facility Percentage shall be calculated based upon the aggregate
principal amount of Tranche A Revolving Loans or Tranche B Revolving Loans, as
the case may be, then outstanding.

            "Tranche A Percentage" shall mean at any time for each Bank the
percentage obtained by dividing such Bank's Tranche A Revolving Loan Commitment
(if any) by the Total Tranche A Revolving Loan Commitment; provided that at any
time when the Total Tranche A Revolving Loan Commitment shall have been
terminated, each Bank's Tranche A Percentage shall be the percentage obtained by
dividing such Bank's Tranche A Revolving Loan Commitment (if any) immediately
prior to such termination by the Total Tranche A Revolving Loan Commitment
immediately prior to such termination.

            "Tranche A Revolving Loan" shall have the meaning provided in
Section 1.01(b).


                                     -107-
<PAGE>

            "Tranche B Assumption Agreement" shall mean and include each Tranche
B Assumption Agreement in the form of Exhibit B attached hereto executed in
accordance with Section 1.13 hereof.

            "Tranche A Revolving Loan Commitment" shall mean, with respect to
each Bank, the amount set forth opposite such Bank's name in Annex I hereto
directly below the column entitled "Tranche A Revolving Loan Commitment", as
same may be reduced from time to time pursuant to Sections 3.02, 3.03 and/or 9.

            "Tranche B Assumption Date" shall mean and include the Initial
Tranche B Assumption Date and each Additional Tranche B Assumption Date.

            "Tranche B Facility Percentage" shall mean, at any time, a fraction
(expressed as a percentage) the numerator of which is the Total Tranche B
Revolving Loan Commitment at such time and the denominator of which is equal to
the sum of (w) the Total Tranche A Revolving Loan Commitment at such time, (x)
the Total Tranche B Revolving Loan Commitment at such time, (y) the aggregate
principal amount of Term Loans then outstanding and (z) the Additional Facility
Amount at such time; provided that if at any time of the determination of
Tranche B Facility Percentage, the Total Tranche A Revolving Loan Commitment
and/or the Total Tranche B Revolving Loan Commitment shall have terminated,
Tranche B Facility Percentage shall be calculated based upon the aggregate
principal amount of Tranche A Revolving Loans or Tranche B Revolving Loans, as
the case may be, then outstanding.

            "Tranche B Revolving Loan" shall have the meaning provided in
Section 1.01(c).

            "Tranche B Revolving Loan Commitment" shall mean, with respect to
each Bank, initially zero, as same may be increased from time to time pursuant
to Section 1.13 and reduced from time to time pursuant to Sections 3.02, 3.03
and/or 9.

            "Type" shall mean any type of Loan determined with respect to the
interest option applicable thereto, i.e., a Base Rate Loan or Eurodollar Loan.

            "UCC" shall mean the Uniform Commercial Code as in effect in the
State of New York.

            "Unfunded Current Liability" of any Plan shall mean the amount, if
any, by which the actuarial present value of the accumulated plan benefits under
such Plan as 

                                     -108-
<PAGE>

of the close of its most recent plan year exceeds the fair market value of the
assets allocable thereto, each determined in accordance with Statement of
Financial Accounting Standards No. 87, based upon the actuarial assumptions
used by the Plan's actuary in the most recent annual valuation of the Plan.

            "Unpaid Drawing" shall have the meaning provided in Section 2.04(a).

            "Unrestricted Subsidiary" shall mean (i) any Subsidiary of the
Company that is formed or acquired after the Effective Date, which is funded
through loans, advances and/ or capital contributions as permitted by, and in
compliance with, Section 8.05(d), provided that at the time of the initial loan,
advance or capital contribution by the Company or any Restricted Subsidiary to
such Subsidiary (x) the Company designates such Subsidiary as an Unrestricted
Subsidiary in a written notice to the Administrative Agent and (y) such
Subsidiary and the Company shall have entered into a tax sharing agreement in
form and substance reasonably satisfactory to the Required Banks, (ii) any
Restricted Subsidiary of the Company redesignated as an Unrestricted Subsidiary
pursuant to a Permitted Restricted Subsidiary Conversion and any Restricted
Subsidiary sold to an Unrestricted Subsidiary pursuant to a Permitted Restricted
Asset Sale, in each case to the extent consummated in accordance with the terms
of the respective definitions thereof and Section 8.02(c) or 8.02(j), as the
case may be, and (iii) each Subsidiary of an Unrestricted Subsidiary; provided
that, at the time of any designation of the type described in clause (z) of the
definition of "Restricted Subsidiary," the Subsidiary so designated shall no
longer constitute an Unrestricted Subsidiary hereunder.

            "Unrestricted Subsidiary Investment Amount" shall have the meaning
provided in Section 8.05(d).

            "Unrestricted Subsidiary Investment Limit" shall mean, at any time,
the sum of (i) $200,000,000, (ii) the Excess Cash Flow Amount at such time,
(iii) an amount equal to all cash or other payments received by the Company and
its Restricted Subsidiaries from Unrestricted Subsidiaries from dividends or
distributions after the Effective Date (provided that for purposes of this
clause (iii), cash and other payments received by a Partially-Owned Restricted
Subsidiary shall be added to the Unrestricted Subsidiary Investment Limit only
to the extent of the equity percentage ownership of the Company in such
Partially-Owned Restricted Subsidiary), plus (iv) an amount equal to the
aggregate net proceeds received by the Company from the issuance of equity
securities of the Company after the Effective Date, provided that if the net
proceeds from any such equity issuance are not utilized to make a loan or
advance to, or a cash capital contribution in, an Unrestricted Subsidiary
pursuant to Section 8.05(d) within 30 days 

                                     -109-




<PAGE>

following the date of such equity issuance, then the net proceeds from such 
equity issuance shall no longer be added to the Unrestricted Subsidiary 
Investment Limit.

            "U.S. Dollars" and "$" shall mean freely transferable lawful money
of the United States of America.

            "Voting Trust Agreement" shall mean the Voting Trust Agreement,
dated as of March 9, 1994 among all holders of the capital stock of the Canadian
Borrower, as amended to the Initial Borrowing Date and as further amended,
modified or supplemented from time to time in accordance with the terms hereof
and thereof.

            "Wholly-Owned Restricted Subsidiary" shall mean any Restricted
Subsidiary of the Company which is not a Partially-Owned Restricted Subsidiary.

            "Working Capital" shall mean the excess of Consolidated Current
Assets over Consolidated Current Liabilities.

            "Written" or "in writing" shall mean any form of written
communication or a communication by means of telex, telecopier device, telegraph
or cable.

            SECTION 11. The Administrative Agent.

            11.01 Appointment. Each Bank hereby irrevocably designates and
appoints Chase as Administrative Agent of such Bank and to act as specified
herein and in the other Credit Documents, and each such Bank hereby irrevocably
authorizes Chase as the Administrative Agent for such Bank, to take such action
on its behalf under the provisions of this Agreement and the other Credit
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the
other Credit Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent agrees to act as such upon the
express conditions contained in this Section 11. Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agent shall not
have any duties or responsibilities, except those expressly set forth herein or
in the other Credit Documents, or any fiduciary relationship with any Bank, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or otherwise exist against the
Administrative Agent. The provisions of this Section 11 are solely for the
benefit of the Administrative Agent and the Banks, and neither the Company nor
any of its Subsidiaries shall have any rights as a third party 


                                     -110-

<PAGE>

beneficiary of any of the provisions hereof. In performing its functions and 
duties under this Agreement, the Administrative Agent shall act solely as 
agent of the Banks and the Administrative Agent neither assumes and nor shall 
it be deemed to have assumed any obligation or relationship of agency or 
trust with or for the Company or any of its Subsidiaries.

            11.02 Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement or any other Credit Document by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care except to the extent
otherwise required by Section 11.03.

            11.03 Exculpatory Provisions. Neither the Administrative Agent nor
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or the
other Credit Documents (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Banks for
any recitals, statements, representations or warranties made by the Company, any
of its Subsidiaries or any of their respective officers contained in this
Agreement or the other Credit Documents or in any certificate, report, statement
or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Credit Document or for any failure of the Company or any of its Subsidiaries or
any of their respective officers to perform its obligations hereunder or
thereunder. The Administrative Agent shall not be under any obligation to any
Bank to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or the other
Credit Documents, or to inspect the properties, books or records of the Company
or any of its Subsidiaries. The Administrative Agent shall not be responsible to
any Bank for the effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of this Agreement or any other Credit Document or
for any representations, warranties, recitals or statements made herein or
therein or made in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or any other documents in
connection herewith or therewith furnished or made by the Administrative Agent
to the Banks or by or on behalf of either Borrower to the Administrative Agent,
or any Bank or be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained herein or therein or as to the use of the proceeds of the Loans or of
the existence or possible existence of any Default or Event of Default.


                                     -111-
<PAGE>

            11.04 Reliance by Administrative Agent. The Administrative Agent 
shall be entitled to rely, and shall be fully protected in relying, upon any 
note, writing, resolution, notice, consent, certificate, affidavit, letter, 
cablegram, telegram, telecopy, telex or teletype message, statement, order or 
other document or conversation believed by it to be genuine and correct and 
to have been signed, sent or made by the proper Person or Persons and upon 
advice and statements of legal counsel (including, without limitation, 
counsel to the Company), independent accountants and other experts selected 
by the Administrative Agent. The Administrative Agent shall be fully 
justified in failing or refusing to take any action under this Agreement or 
any other Credit Document unless it shall first receive such advice or 
concurrence of the Required Banks as it deems appropriate or it shall first 
be indemnified to its satisfaction by the Banks against any and all liability 
and expense which may be incurred by it by reason of taking or continuing to 
take any such action. The Administrative Agent shall in all cases be fully 
protected in acting, or in refraining from acting, under this Agreement and 
the other Credit Documents in accordance with a request of the Required 
Banks, and such request and any action taken or failure to act pursuant 
thereto shall be binding upon all the Banks.

            11.05 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has actually received notice
from a Bank or the Company referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a "notice of default." In
the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Banks. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Banks; 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 or
Event of Default as it shall deem advisable in the best interests of the Banks.

            11.06 Non-Reliance on Administrative Agent and Other Banks. Each
Bank expressly acknowledges that neither the Administrative Agent nor any of its
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs
of the Company or any of its Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Bank. Each Bank
represents to the Administrative Agent that it has, independently and without
reliance upon the Administrative Agent or any other Bank, and based on such
documents and information as it has deemed appropriate, 


                                     -112-
<PAGE>

made its own appraisal of and investigation into the business, assets, 
operations, property, financial and other condition, prospects and 
creditworthiness of the Company and its Subsidiaries and made its own 
decision to make its Loans hereunder and enter into this Agreement. Each Bank 
also represents that it will, independently and without reliance upon the 
Administrative Agent or any other Bank, and based on such documents and 
information as it shall deem appropriate at the time, continue to make its 
own credit analysis, appraisals and decisions in taking or not taking action 
under this Agreement, and to make such investigation as it deems necessary to 
inform itself as to the business, assets, operations, property, financial and 
other condition, prospects and creditworthiness of the Company and its 
Subsidiaries. The Administrative Agent shall not have any duty or 
responsibility to provide any Bank with any credit or other information 
concerning the business, operations, assets, property, financial and other 
condition, prospects or creditworthiness of the Company or any of its 
Subsidiaries which may come into the possession of the Administrative Agent 
or any of its officers, directors, employees, agents, attorneys-in-fact or 
affiliates.

            11.07 Indemnification. The Banks agree to indemnify the
Administrative Agent in its capacity as such ratably according to their
respective "percentages" (which shall equal, for each Non-Defaulting Bank, that
percentage determined by dividing (i) the sum of (x) such Bank's Tranche A
Revolving Loan Commitment, (y) such Bank's Tranche B Revolving Loan Commitment
and (z) the outstanding principal amount of such Bank's Term Loans by (ii) the
sum of (x) the Adjusted Total Tranche A Commitment, (y) the Total Tranche B
Revolving Loan Commitment less the Tranche B Revolving Loan Commitment of each
Defaulting Bank and (z) the total aggregate principal amount of Term Loans less
any outstanding Term Loans of Defaulting Banks, it being understood and agreed
that references herein to Tranche A Revolving Loan Commitments and Tranche B
Revolving Loan Commitments (as well as to the Adjusted Total Tranche A
Commitment and Total Tranche B Revolving Loan Commitment) at a time when any
such Commitment has been terminated shall be references to such terminated
Commitment as in effect immediately prior to such termination), from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, reasonable expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Obligations) be imposed on, incurred by or asserted
against the Administrative Agent in its capacity as such in any way relating to
or arising out of this Agreement or any other Credit Document, or any documents
contemplated by or referred to herein or the transactions contemplated hereby or
any action taken or omitted to be taken by the Administrative Agent under or in
connection with any of the foregoing, but only to the extent that any of the
foregoing is not paid by the Company or any of its Subsidiaries; provided that
no 

                                     -113-
<PAGE>

Bank shall be liable to the Administrative Agent for the payment of any 
portion of such liabilities, obligations, losses, damages, penalties, 
actions, judgments, suits, costs, expenses or disbursements resulting solely 
from the gross negligence or willful misconduct of the Administrative Agent. 
If and to the extent any amount paid to the Administrative Agent is 
subsequently recovered by the Administrative Agent against the Company or any 
of its Subsidiaries, the Administrative Agent shall promptly pay to each Bank 
to the extent such Bank paid the Administrative Agent, its "percentage" of 
the amount so recovered. If any indemnity furnished to the Administrative 
Agent for any purpose shall, in the opinion of the Administrative Agent be 
insufficient or become impaired, the Administrative Agent may call for 
additional indemnity and cease, or not commence, to do the acts indemnified 
against until such additional indemnity is furnished. The agreements in this 
Section 11.07 shall survive the payment of all Obligations.

            11.08 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its respective affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Company and
its Subsidiaries as though the Administrative Agent were not the Administrative
Agent hereunder. With respect to the Loans made by it and all Obligations owing
to it, the Administrative Agent shall have the same rights and powers under this
Agreement as any Bank and may exercise the same as though it were not the
Administrative Agent, and the terms "Bank" and "Banks" shall include the
Administrative Agent in its individual capacity.

            11.09 Holders. The Administrative Agent may deem and treat the payee
of any Note which has been issued hereunder as the owner thereof for all
purposes hereof unless and until a written notice of the assignment, transfer or
endorsement thereof, as the case may be, shall have been filed with the
Administrative Agent. Any request, authority or consent of any Person or entity
who, at the time of making such request or giving such authority or consent, is
the holder of any such Note shall be conclusive and binding on any subsequent
holder, transferee, assignee or indorsee, as the case may be, of such Note or of
any Note or Notes issued in exchange therefor.

            11.10 Resignation of the Administrative Agent; Successor Agent. The
Administrative Agent may resign as the Administrative Agent upon 20 days' notice
to the Banks. Upon the resignation of the Administrative Agent, the Required
Banks shall appoint from among the Banks a successor Administrative Agent for
the Banks subject to prior approval by the Company (such approval not to be
unreasonably withheld), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall include such successor agent effective upon its
appointment, and the resigning Administrative Agent's rights, 

                                     -114-
<PAGE>

powers and duties as the Administrative Agent shall be terminated, without 
any other or further act or deed on the part of such former Administrative 
Agent or any of the parties to this Agreement. After the resignation of the 
Administrative Agent hereunder, the provisions of this Section 11 shall inure 
to its benefit as to any actions taken or omitted to be taken by it while it 
was Administrative Agent under this Agreement.

            SECTION 12. Miscellaneous.

            12.01 Payment of Expenses, etc. The Company agrees to: (i) whether
or not the transactions herein contemplated are consummated, pay all reasonable
out-of-pocket costs and expenses of the Administrative Agent (including, without
limitation, the reasonable fees and disbursements of White & Case) in connection
with the negotiation, preparation, execution and delivery of the Credit
Documents and the documents and instruments referred to therein and any
amendment, waiver or consent relating thereto and in connection with the
Administrative Agent's syndication efforts with respect to this Agreement; (ii)
pay all reasonable out-of-pocket costs and expenses of the Administrative Agent,
the Letter of Credit Issuer and each of the Banks in connection with the
enforcement of the Credit Documents and the documents and instruments referred
to therein and, after an Event of Default shall have occurred and be continuing,
the protection of the rights of the Administrative Agent, the Letter of Credit
Issuer and each of the Banks thereunder (including, without limitation, the
reasonable fees and disbursements of counsel (including in-house counsel) for
the Administrative Agent, the Letter of Credit Issuer and for each of the
Banks); (iii) pay and hold each of the Banks harmless from and against any and
all present and future stamp and other similar taxes with respect to the
foregoing matters and save each of the Banks harmless from and against any and
all liabilities with respect to or resulting from any delay or omission (other
than to the extent attributable to such Bank) to pay such taxes; and (iv)
indemnify the Administrative Agent, the Letter of Credit Issuer and each Bank,
its officers, directors, employees, representatives and agents from and hold
each of them harmless against any and all losses, liabilities, claims, damages
or expenses incurred by any of them as a result of, or arising out of, or in any
way related to, or by reason of, any investigation, litigation or other
proceeding (whether or not the Administrative Agent, the Letter of Credit Issuer
or any Bank is a party thereto) related to the entering into and/or performance
of any Credit Document or the use of the proceeds of any Loans or Letter of
Credit hereunder or the consummation of any other transactions contemplated in
any Credit Document including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceeding (but excluding 


                                     -115-
<PAGE>

any such losses, liabilities, claims, damages or expenses to the extent 
incurred by reason of the gross negligence or willful misconduct of the 
Person to be indemnified).

            12.02 Right of Setoff. In addition to any rights now or hereafter 
granted under applicable law or otherwise, and not by way of limitation of 
any such rights, upon the occurrence of an Event of Default, each Bank 
(including to the extent such Bank is, or is deemed to be, the holder of a 
funded participation in any Swingline Loan, Canadian Dollar Loan, and/or 
Letter of Credit) is hereby authorized at any time or from time to time, 
without presentment, demand, protest or other notice of any kind to the 
Company or any of its Subsidiaries or to any other Person, any such notice 
being hereby expressly waived, to set off and to appropriate and apply any 
and all deposits (general or special) and any other Indebtedness at any time 
held or owing by such Bank (including, without limitation, by branches and 
agencies of such Bank wherever located) to or for the credit or the account 
of any Credit Party against and on account of the Obligations and liabilities 
of such Credit Party to such Bank under this Agreement or under any of the 
other Credit Documents, including, without limitation, all interests in 
Obligations of such Credit Party purchased by such Bank pursuant to Section 
12.06(b), and all other claims of any nature or description arising out of or 
connected with this Agreement or any other Credit Document, irrespective of 
whether or not such Bank shall have made any demand hereunder and although 
said Obligations, liabilities or claims, or any of them, shall be contingent 
or unmatured.

            12.03 Notices. Except as otherwise expressly provided herein, all
notices and other communications provided for hereunder shall be in writing
(including facsimile communication) and mailed, facsimilied or delivered, if to
a Borrower, at the address specified opposite its signature below or in the
other relevant Credit Documents, as the case may be; if to any Bank, at its
address specified for such Bank on Annex II hereto; or, at such other address as
shall be designated by any party in a written notice to the other parties
hereto. All such notices and communications shall be mailed, facsimilied or
cabled or sent by overnight courier, and shall be effective when received.

            12.04 Benefit of Agreement. (a) This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the respective successors and
assigns of the parties hereto; provided that neither Borrower may assign or
transfer any of its respective rights or obligations hereunder without the prior
written consent of the Banks. Each Bank may at any time grant participations in
any of its rights hereunder to another financial institution; provided further,
that, in the case of any such participation, the participant shall not have any
rights under this Agreement or any of the other Credit Documents (the
participant's rights against such Bank in respect of such participation to


                                     -116-
<PAGE>

be those set forth in the agreement executed by such Bank in favor of the 
participant relating thereto) and all amounts payable by either Borrower 
hereunder shall be determined as if such Bank had not sold such 
participation, except that the participant shall be entitled to receive the 
additional amounts under Sections 1.10, 1.11, 2.06 and 4.04 of this Agreement 
to, and only to, the extent that such Bank would be entitled to such benefits 
if the participation had not been entered into or sold; and provided further, 
that no Bank shall transfer, grant or assign any participation under which 
the participant shall have rights to approve any amendment to or waiver of 
this Agreement or any other Credit Document except to the extent such 
amendment or waiver would (i) extend the final scheduled maturity of any Loan 
in which such participant is participating (it being understood that any 
waiver of an installment on, or the application of any prepayment or the 
method of application of any prepayment to the amortization of the Loans 
shall not constitute an extension of the final scheduled maturity date), or 
reduce the rate or extend the time of payment of interest or Fees thereon 
(except in connection with a waiver of the applicability of any post-default 
increase in interest rates), or reduce the principal amount thereof, or 
increase such participant's participating interest in any Commitment over the 
amount thereof then in effect (it being understood that a waiver of any 
Default or Event of Default or of a mandatory reduction in the Total 
Commitment shall not constitute a change in the terms of any Commitment and 
that an increase in any Commitment shall be permitted without the consent of 
any participant if such participant's participation is not increased as a 
result thereof), (ii) release the Company from the Company Guaranty or 
release all or substantially all of the Subsidiary Guarantors from the 
Subsidiary Guaranty (in each case except as expressly provided in the Credit 
Documents) or (iii) in each case consent to the assignment or transfer by the 
Company, the Canadian Borrower or any other Subsidiaries of the Company of 
any of its rights and obligations under this Agreement or any other Credit 
Document except in accordance with the terms hereof and thereof.

            (b) Notwithstanding the foregoing, (x) any Bank may assign all or a
portion of its Loans and/or Commitment and its rights and obligations hereunder
to its parent corporation and/or any affiliate of such Bank which is at least
50% owned by such Bank and/or its parent company and (y) with the consent of the
Administrative Agent and the Company, and, in the case of any assignment of
Tranche A Revolving Loans and/or Tranche A Revolving Loan Commitments, of the
Canadian Lender and the Letter of Credit Issuer (which consents in each case
shall not be unreasonably withheld, it being understood that the Company may
withhold its consent if the result of any such assignment is that the assigning
Bank and/or the assignee Bank will not have a pro rata exposure in this
Agreement and the Additional Credit Agreement), any Bank may assign all or a
portion of its Loans and/or Commitments and its rights and obligations hereunder


                                     -117-
<PAGE>

to one or more commercial banks or other financial institutions (including one
or more Banks). No assignment pursuant to the immediately preceding sentence
shall (x) to the extent such transaction represents an assignment to an
institution other than one or more Banks hereunder, be in an aggregate amount
less than the minimum of $10,000,000 or (y) so long as no Default or Event of
Default then exists, reduce the Loans and Commitments of the assigning Bank to
an aggregate amount less than the Minimum Retention Amount unless the same are
reduced to $0. If any Bank so sells or assigns all or a part of its rights
hereunder, any reference in this Agreement or the other Credit Documents to such
assigning Bank shall thereafter refer to such Bank and to the respective
assignee Bank to the extent of their respective interests and the respective
assignee Bank shall have, to the extent of such assignment (unless otherwise
provided therein), the same rights and benefits as it would if it were
such assigning Bank. Each assignment pursuant to this Section 12.04(b) shall be
effected by the assigning Bank and the assignee Bank executing an Assignment and
Assumption Agreement substantially in the form of Exhibit G (appropriately
completed). At the time of any such assignment, (i) Annex I shall be deemed to
be amended to reflect the Commitments and outstanding Loans of the respective
assignee Bank (which shall result in a direct reduction to the respective
Commitments of the assigning Bank) and of the other Banks, (ii) the
Administrative Agent shall record such assignment and the resultant effects
thereof on the Loans and/or Commitments of the assigning Bank and the assignee
Bank in the Register and (iii) the Administrative Agent shall receive from the
assigning Bank and/or the assignee Bank at the time of each assignment the
payment of a nonrefundable assignment fee in an aggregate amount of $3,000 with
respect to each such assignment (provided that in the event of simultaneous
assignments relating to this Agreement and the Additional Credit Agreement, the
fees for such assignments shall total $3,000). Each Bank and the Company agree
to execute such documents (including, without limitation, amendments to this
Agreement and the other Credit Documents) as shall be necessary to effect the
foregoing. Promptly following any assignment pursuant to this Section 12.04(b),
the assigning Bank shall promptly notify the Company thereof. Nothing in this
Section 12.04(b) shall prevent or prohibit any Bank from pledging its Loans or,
if issued, Notes hereunder to a Federal Reserve Bank in support of borrowings
made by such Bank from such Federal Reserve Bank. Notwithstanding anything to
the contrary contained herein, the Canadian Dollar Loans may be assigned to the
Banks as contemplated by Section 1.01(g). Except as specifically provided in the
immediately preceding sentence and in Section 1.01(g), the Canadian Lender shall
not assign any portion of its rights or obligations hereunder in respect of the
Canadian Dollar Loans, except an assignment of all of its rights and obligations
in respect of such Canadian Dollar Loans to one commercial bank or other
financial institution acceptable to the Administrative Agent, the Company and
the Canadian Borrower.


                                     -118-
<PAGE>

            (c) Notwithstanding any other provisions of this Section 12.04, no
transfer or assignment of the interests or obligations of any Bank hereunder or
any grant of participations therein shall be permitted if such transfer,
assignment or grant would require the Company to file a registration statement
with the SEC or to qualify the Loans under the "Blue Sky" laws of any State.

            12.05 No Waiver; Remedies Cumulative. No failure or delay on the 
part of the Administrative Agent, the Letter of Credit Issuer or any Bank in 
exercising any right, power or privilege hereunder or under any other Credit 
Document and no course of dealing between either Borrower and the 
Administrative Agent, the Letter of Credit Issuer or any Bank shall operate 
as a waiver thereof; nor shall any single or partial exercise of any right, 
power or privilege hereunder or under any other Credit Document preclude any 
other or further exercise thereof or the exercise of any other right, power 
or privilege hereunder or thereunder. The rights and remedies herein 
expressly provided are cumulative and not exclusive of any rights or remedies 
which the Administrative Agent, the Letter of Credit Issuer or any Bank would 
otherwise have. No notice to or demand on either Borrower in any case shall 
entitle such Borrower to any other or further notice or demand in similar or 
other circumstances or constitute a waiver of the rights of the 
Administrative Agent, the Letter of Credit Issuer or the Banks to any other 
or further action in any circumstances without notice or demand.

            12.06 Payments Pro Rata. (a) The Administrative Agent agrees that
promptly after its receipt of each payment from or on behalf of a Borrower in
respect of any Obligations of such Borrower hereunder, it shall, except as
otherwise provided in this Agreement, distribute such payment to the Banks
(other than any Bank that has consented in writing to waive its pro rata share
of such payment) pro rata based upon their respective shares, if any, of the
Obligations with respect to which such payment was received.

            (b) Each of the Banks agrees that, if it should receive any amount
hereunder (whether by voluntary payment, by realization upon security, by the
exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings or Fees, of a sum which with respect to the
related sum or sums received by other Banks is in a greater proportion than the
total of such Obligation then owed and due to such Bank bears to the total of
such Obligation then owed and due to all of the Banks immediately prior to such
receipt, then such Bank receiving such excess payment shall purchase for cash
without recourse or warranty from the other Banks an interest in the Obligations
of


                                     -119-
<PAGE>

the respective Borrower to such Banks in such amount as shall result in a
proportional participation by all of the Banks in such amount; provided that if
all or any portion of such excess amount is thereafter recovered from such Bank,
such purchase shall be rescinded and the purchase price restored to the extent
of such recovery, but without interest.

            (c) Notwithstanding anything to the contrary contained herein, the
provisions of the preceding Sections 12.06(a) and (b) shall be subject to the
express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.

            12.07 Calculations; Computations. (a) The financial statements to 
be furnished to the Banks pursuant hereto shall be made and prepared in 
accordance with GAAP consistently applied throughout the periods involved 
(except as set forth in the notes thereto or as otherwise disclosed in 
writing by the Company to the Banks); provided that except as otherwise 
specifically provided herein, all computations determining compliance with 
Section 8, including definitions used therein, shall utilize accounting 
principles and policies in effect at the time of the preparation of, and in 
conformity with those used to prepare, the December 31, 1995 historical 
financial statements delivered to the Banks pursuant to Section 6.10(a); 
provided further, that in the event that the Accounting Standards Executive 
Committee of the AICPA adopts the statement of position (substantially in the 
proposed form as of the Effective Date) relating to computer software 
developed or obtained for internal use, and the Company's independent 
auditors concur with such accounting change as it relates to the presentation 
of the Company's financial statements, then compliance with Section 8 will 
thereafter be determined giving effect to such statement of position.

            (b) All computations of interest (other than interest on Base Rate
Loans) and Fees hereunder shall be made on the actual number of days elapsed
over a year of 360 days. All computations of interest on Base Rate Loans
hereunder shall be made on the actual number of days elapsed over a year of 365
days.

            12.08 Governing Law; Submission to Jurisdiction; Venue. (a) THIS
AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE
GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Agreement or any other Credit Document may be brought in
the courts of the State of New York or of the United States for the Southern
District of New York, 


                                     -120-
<PAGE>

and, by execution and delivery of this Agreement, each Borrower hereby 
irrevocably accepts for itself and in respect of its property, generally and 
unconditionally, the jurisdiction of the aforesaid courts. Each Borrower 
hereby further irrevocably waives any claim that any such courts lack 
jurisdiction over such Borrower, and agrees not to plead or claim, in any 
legal action or proceeding with respect to this Agreement or any other Credit 
Document brought in any of the aforesaid courts, that any such court lacks 
jurisdiction over such Borrower. Each Borrower irrevocably consents to the 
service of process in any such action or proceeding by the mailing of copies 
thereof by registered or certified mail, postage prepaid, to such Borrower, 
at its address for notices pursuant to Section 12.03, such service to become 
effective 30 days after such mailing. Each Borrower hereby irrevocably waives 
and agrees not to plead or claim in any action or proceeding commenced 
hereunder or under any other Credit Document that service of process was in 
any way invalid or ineffective. The Company hereby represents and warrants 
that its chief executive office is located at 745 Fifth Avenue, New York, New 
York 10151, and the Company hereby further agrees that it shall not move its 
chief executive office unless it shall give the Administrative Agent not less 
than 30 days' prior written notice of its intention so to do. The Company 
agrees that (x) prior to moving its chief executive office outside New York 
City and (y) and if for any reason any designee, appointee and agent 
previously appointed pursuant to this sentence shall cease to be available to 
act as such, the Company shall designate a designee, appointee and agent or 
replacement designee, appointee and agent, as the case may be, in New York 
City on the terms and for the purposes of this provision satisfactory to the 
Administrative Agent. Nothing herein shall affect the right of the 
Administrative Agent, any Bank or the holder of any Note to serve process in 
any other manner permitted by law or to commence legal proceedings or 
otherwise proceed against either Borrower in any other jurisdiction.

            (b) Each Borrower hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid actions
or proceedings arising out of or in connection with this Agreement or any other
Credit Document brought in the courts referred to in clause (a) above and hereby
further irrevocably waives and agrees not to plead or claim in any such court
that any such action or proceeding brought in any such court has been brought in
an inconvenient forum.

            12.09 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts executed by all the parties hereto shall be lodged with the Company
and the Administrative Agent.


                                     -121-
<PAGE>

            12.10 Effectiveness. This Agreement shall become effective on the
date (the "Effective Date") on which each Borrower, the Administrative Agent and
each of the Banks shall have signed a copy hereof (whether the same or different
copies) and shall have delivered the same to the Administrative Agent at its
Notice Office or, in the case of the Banks, shall have given to the
Administrative Agent telephonic (confirmed in writing), written or facsimile
notice (actually received) at such office that the same has been signed and
mailed to it. The Administrative Agent will give each Borrower and each Bank
prompt written notice of the occurrence of the Effective Date.

            12.11 Headings Descriptive. The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

            12.12 Amendment or Waiver. Neither this Agreement nor any other
Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is
in writing signed by each Borrower and the Required Banks; provided that no such
change, waiver, discharge or termination shall, without the consent of each Bank
(other than a Defaulting Bank) affected thereby, (i) extend any Scheduled A
Commitment Reduction Date, any Scheduled B Commitment Reduction Date or
Scheduled TL Repayment Date or reduce the amount of any Scheduled A Commitment
Reduction, any Scheduled B Commitment Reduction or any Scheduled TL Repayment
(or any mandatory repayment arising as a result of any such Scheduled A
Commitment Reduction or any such Scheduled B Commitment Reduction) or extend the
final scheduled maturity of any Loan (it being understood that any waiver of the
application of any prepayment of or the method of application of any prepayment
to the amortization of the Loans shall not constitute any such extension), or
reduce the rate or extend the time of payment of interest (other than as a
result of waiving the applicability of any post-default increase in interest
rates) or Fees thereon, or reduce the principal amount thereof, or increase the
Commitments of any Bank over the amount thereof then in effect (it being
understood that a waiver of any Default or Event of Default or of a mandatory
repayment or reduction in the Total Commitment shall not constitute a change in
the terms of any Commitment of any Bank), (ii) release the Company from the
Company Guaranty or release all or substantially all of the Subsidiary
Guarantors from the Subsidiary Guaranty (in each case except as expressly
provided in the Credit Documents), (iii) amend, modify or waive any provision of
this Section, or Section 1.10, 1.11, 2.06, 4.04, 9.01, 11.07, 12.01, 12.02,
12.04, 12.06 or 12.07(b), (iv) reduce the percentage specified in, or otherwise
modify, the definition of, Required Banks, (v) increase the Maximum Canadian
Dollar Amount or (vi) consent to the assignment or transfer by any Credit Party
of any of its rights and 


                                     -122-
<PAGE>

obligations under this Agreement or any other Credit Document except in 
accordance with the terms hereof or thereof. No provision of Section 2 or 11 
may be amended without the consent of the Letter of Credit Issuer or the 
Administrative Agent. No provision relating to Canadian Dollar Loans may be 
amended without the consent of the Canadian Lender.

            12.13 Survival. All indemnities set forth herein including, without
limitation, in Sections 1.10, 1.11, 2.06, 4.04, 11.07 or 12.01, shall survive
the execution and delivery of this Agreement and the making and repayment of the
Loans and the satisfaction of all other Obligations.

            12.14 Domicile of Loans. Each Bank may transfer and carry its 
Loans at, to or for the account of any branch office, subsidiary or affiliate 
of such Bank, provided, that the Borrowers shall not be responsible for costs 
arising under Sections 1.10, 1.11, 2.06 or 4.04 resulting from any such 
transfer (other than a transfer pursuant to Section 1.12) to the extent such 
costs would not otherwise be applicable to such Bank in the absence of such 
transfer.

            12.15 Confidentiality. Each of the Banks agrees that it will use its
best efforts not to disclose without the prior consent of the Company (other
than to its employees, auditors, counsel or other professional advisors, to
affiliates or to another Bank if the Bank or such Bank's holding or parent
company in its sole discretion determines that any such party should have access
to such information) any information with respect to the Company or any of its
Subsidiaries which is furnished pursuant to this Agreement and which is
designated by the Company to the Banks in writing as confidential, provided that
any Bank may disclose any such information (a) as has become generally available
to the public, (b) as may be required or appropriate in any report, statement or
testimony submitted to any municipal, state, provincial or Federal regulatory
body having or claiming to have jurisdiction over such Bank or to the Federal
Reserve Board or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors,
(c) as may be required or appropriate in response to any summons or subpoena or
in connection with any litigation, (d) in order to comply with any law, order,
regulation or ruling applicable to such Bank, and (e) to any prospective
transferee in connection with any contemplated transfer of any of the Loans
and/or Commitments or any interest herein by such Bank, provided that such
prospective transferee agrees to be bound by the provisions of this Section.


                                     -123-
<PAGE>

            12.16  Waiver of Jury Trial.  EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


                                     -124-
<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.


Address:

745 Fifth Avenue
New York, NY  10151                       K-III COMMUNICATIONS
                                          CORPORATION

Telephone No.:  (212) 745-0101
Telecopier No.: (212) 745-0199            By ___________________________________
Attention:  Beverly Chell, Esq.              Title:  Treasurer



c/o K-III Communications                  CANADIAN SAILINGS INC.
  Corporation
745 Fifth Avenue
New York, NY  10151                       By ___________________________________
                                             Title:


Telephone No.:  (212) 745-0101
Telecopier No.: (212) 745-0199
Attention:  Beverly Chell, Esq.


                                          THE CHASE MANHATTAN
                                            BANK, N.A., Individually
                                            and as Administrative Agent


                                          By __________________________________
                                             Title:
<PAGE>

                                          BANKERS TRUST COMPANY,               
                                            Individually and as
                                            Co-Syndication Agent
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          THE BANK OF NEW YORK,
                                            Individually and as
                                            Co-Syndication Agent
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          THE BANK OF NOVA SCOTIA,
                                            Individually, as Canadian Lender
                                            and as Documentation Agent
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          BANK OF AMERICA NT&SA
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          FLEET NATIONAL BANK
                                          
                                          
                                          By __________________________________
                                             Title:
<PAGE>

                                          MIDLAND BANK plc,                     
                                            NEW YORK BRANCH
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          SOCIETE GENERALE
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          THE INDUSTRIAL BANK OF
                                            JAPAN, LIMITED
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          ROYAL BANK OF CANADA
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          CIBC INC.
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          LTCB TRUST COMPANY
                                          
<PAGE>
                                          
                                          By __________________________________
                                             Title:


                                          MELLON BANK, N.A.                     
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          NATIONSBANK OF TEXAS, N.A.
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          THE DAI-ICHI KANGYO BANK, LTD.,
                                            NEW YORK BRANCH
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          THE MITSUBISHI TRUST AND
                                            BANKING CORPORATION
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          THE SAKURA BANK, LIMITED,
                                            NEW YORK BRANCH
                                          
                                          
                                          By __________________________________
                                             Title:
<PAGE>
                                          
                                          TORONTO DOMINION (NEW YORK),
                                            INC.
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          CREDIT LYONNAIS
                                            NEW YORK BRANCH
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          BANK OF MONTREAL
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          CAISSE NATIONALE DE
                                            CREDIT AGRICOLE
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          THE SUMITOMO TRUST AND
                                            BANKING CO., LTD.,
                                            NEW YORK BRANCH
                                          
                                          
                                          By __________________________________
                                             Title:
<PAGE>
                                          
                                          UNION BANK OF CALIFORNIA, N.A.
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          UNITED JERSEY BANK
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          BANQUE PARIBAS
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          CREDIT SUISSE
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          MERITA BANK LTD.
                                          
                                          
                                          By __________________________________

<PAGE>

                                             Title:
                                          
                                          SIGNET BANK
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          THE SANWA BANK, LIMITED,
                                            NEW YORK BRANCH
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          BANK OF IRELAND,
                                            GRAND CAYMAN BRANCH
                                          
                                          
                                          By __________________________________
                                             Title:
                                          
                                          
                                          THE YASUDA TRUST AND BANKING
                                            CO., LTD., NEW YORK BRANCH
                                          
                                          
                                          By __________________________________
                                             Title:
<PAGE>

                                                                         ANNEX I

                                  LIST OF BANKS

                                      Tranche A       Tranche B
                                    Revolving Loan  Revolving Loan     Term Loan
Bank                                  Commitment      Commitment      Commitment
----                                  ----------      ----------      ----------

The Chase Manhattan Bank, N.A.     $   60,000,000                     20,000,000

Bankers Trust Company                  45,000,000                     15,000,000

The Bank of New York                   45,000,000                     15,000,000

The Bank of Nova Scotia                45,000,000                     15,000,000

Bank of America NT&SA                  36,000,000                     12,000,000

Fleet National Bank                    36,000,000                     12,000,000

Midland Bank plc,
  New York Branch                      36,000,000                     12,000,000

Societe Generale                       36,000,000                     12,000,000

The Industrial Bank of
  Japan, Limited                       36,000,000                     12,000,000

Royal Bank of Canada                   30,000,000                     10,000,000

CIBC Inc.                              24,000,000                      8,000,000

LTCB Trust Company                     24,000,000                      8,000,000

Mellon Bank, N.A.                      24,000,000                      8,000,000

NationsBank of Texas, N.A.             24,000,000                      8,000,000

The Dai-Ichi Kangyo Bank, Ltd.,
  New York Branch                      24,000,000                      8,000,000

The Mitsubishi Trust and
  Banking Corporation                  24,000,000                      8,000,000

The Sakura Bank, Limited,
  New York Branch                      24,000,000                      8,000,000

Toronto Dominion (New York), Inc.      24,000,000                      8,000,000

Credit Lyonnais
  New York Branch                      21,000,000                      7,000,000

Bank of Montreal                       15,000,000                      5,000,000
<PAGE>

                                                                         ANNEX I
                                                                          Page 2

                                     Tranche A       Tranche B
                                   Revolving Loan  Revolving Loan     Term Loan
Bank                                 Commitment      Commitment      Commitment
----                                 ----------      ----------      ----------
Caisse Nationale de Credit 
  Agricole                           15,000,000                       5,000,000

The Sumitomo Trust and
  Banking Co., Ltd.,
  New York Branch                    15,000,000                       5,000,000

Union Bank of California, N.A.       15,000,000                       5,000,000

United Jersey Bank                   15,000,000                       5,000,000

Banque Paribas                        9,000,000                       3,000,000

Credit Suisse                         9,000,000                       3,000,000

Merita Bank Ltd.                      9,000,000                       3,000,000

Signet Bank                           9,000,000                       3,000,000

The Sanwa Bank, Limited,
  New York Branch                     9,000,000                       3,000,000

Bank of Ireland,
  Grand Cayman Branch                 6,000,000                       2,000,000

The Yasuda Trust and
  Banking Co., Ltd.,
  New York Branch                     6,000,000                       2,000,000

            Total                  $750,000,000     $          0   $250,000,000
                                   ============     ============   ============
<PAGE>

                                                                        ANNEX II

                                 BANK ADDRESSES

Bank                            Address
----                            -------

The Chase Manhattan Bank, N.A.  1 Chase Manhattan Plaza
                                New York, New York 10081
                                Telephone No.: (212) 552-3993
                                Telecopier No.: (212) 552-0259
                                Attention: James R. Kuster

Bankers Trust Company           One Bankers Trust Plaza
                                New York, New York 10006
                                Telephone No.: (212) 250-7199
                                Telecopier No.: (212) 250-7200
                                Attention:  Jeff Bennett

The Bank of New York            1 Wall Street
                                16th Floor
                                New York, New York 10286
                                Telephone No.: (212) 635-8608
                                Telecopier No.: (212) 635-8595
                                Attention:  Ted Ryan

Bank of Nova Scotia             One Liberty Plaza,
                                26th Floor
                                New York, New York 10006
                                Telephone No.: (212) 225-5042
                                Telecopier No.: (212) 225-5090
                                Attention: Vincent Fitzgerald

                                Canadian Notice Office and Canadian
                                Payment Office:

                                International Banking Division
                                Loan Administration and Agency Services
                                44 Kings Street West, 14th Floor
                                Toronto, Ontario
                                Canada  M5H 1H1
                                Telephone No.: (416) 866-5901/2816/4089
                                Telecopier No.: (416) 866-5991
                                Attention: Wallace Yeung/
                                           Nancy Buccat/Nancy Tong
<PAGE>

                                                                        ANNEX II
                                                                          Page 2

Bank of America NT&SA           335 Madison Avenue
                                5th Floor
                                New York, New York 10017
                                Telephone No.: (212) 503-8352
                                Telecopier No.: (212) 503-7173
                                Attention:  Amy Trapp

Fleet National Bank             75 State Street
                                Boston, Massachusetts 02109
                                Telephone No.: (617) 346-3761
                                Telecopier No.: (617) 346-3777
                                Attention: Alex Ivanov

Midland Bank plc,               140 Broadway
  New York Branch               5th Floor
                                New York, New York 10005
                                Telephone No.: (212) 658-2738
                                Telecopier No.: (212) 658-2586
                                Attention: Martin Brown

Societe Generale                1221 Avenue of the Americas
                                New York, New York 10020
                                Telephone No.: (212) 278-6852
                                Telecopier No.: (212) 278-6240
                                Attention: Elaine Khalil

The Industrial Bank of          245 Park Avenue
  Japan, Limited                23rd Floor
                                New York, New York 10167
                                Telephone No.: (212) 309-6562
                                Telecopier No.: (212) 682-2870
                                Attention: Akira Yoshida


Royal Bank of Canada            One Financial Square
                                New York, New York 10005-3531
                                Telephone No.: (212) 428-6288
                                Telecopier No.: (212) 428-6460
                                Attention: Barbara Meijer

CIBC Inc.                       425 Lexington Avenue
                                6th Floor
                                New York, New York 10038
                                Telephone No.: (212) 856-3714
                                Telecopier No.: (212) 856-3558
                                Attention:  Matt Jones
<PAGE>

                                                                        ANNEX II
                                                                          Page 3

LTCB Trust Company               165 Broadway
                                 49th Floor
                                 New York, New York 10006
                                 Telephone No.: (212) 335-4991
                                 Telecopier No.: (212) 608-2371
                                 Attention: Chris Fahey
                                 
Mellon Bank, N.A.                One Mellon Bank Center
                                 Room 4440
                                 Pittsburgh, Pennsylvania 15258
                                 Telephone No.: (412) 234-3697
                                 Telecopier No.: (412) 234-6375
                                 Attention:  Stephen Viehe
                                 
NationsBank of Texas, N.A.       Communications Finance Division
                                 901 Main Street, 64th Floor
                                 Dallas, Texas 75202
                                 Telephone No.: (214) 508-0517
                                 Telecopier No.: (214) 508-9390
                                 Attention:  Tony Cacheria
                                 
The Dai-Ichi Kangyo Bank, Ltd.,  One World Trade Center
  New York Branch                New York, New York 10048
                                 Telephone No.: (212) 432-6655
                                 Telecopier No.: (212) 524-0579
                                 Attention: Michael Wellington
                                 
The Mitsubishi Trust and         520 Madison Avenue
  Banking Corporation            26th Floor
                                 New York, New York 10022
                                 Telephone No.: (212) 891-8425
                                 Telecopier No.: (212) 593-4691
                                 Attention: Anthony Rock
                                 
The Sakura Bank, Limited,        277 Park Avenue
  New York Branch                45th Floor
                                 New York, New York 10172
                                 Telephone No.: (212) 756-6774
                                 Telecopier No.: (212) 888-7651
                                 Attention: Stephen Chan
                                 
Toronto Dominion (New York),     31 West 52nd Street
  Inc.                           New York, New York 10019
                                 Telephone No.: (212) 468-0731
                                 Telecopier No.: (212) 262-1928
                                 Attention: David Oliver
<PAGE>                          

                                                                        ANNEX II
                                                                          Page 4

                                with a copy to:

                                909 Fannin
                                Suite 1700
                                Houston, Texas 77010
                                Telephone No.: (713) 653-8242
                                Telecopier No.: (713) 951-9921
                                Attention:  Jorge Garcia

Credit Lyonnais                 1301 Avenue of the Americas
  New York Branch               New York, New York  10019
                                Telephone No.: (212) 261-7871
                                Telecopier No.: (212) 459-3176
                                Attention:  Nick Bellamy

Bank of Montreal                430 Park Avenue
                                New York, New York 10022
                                Telephone No.: (212) 605-1426
                                Telecopier No.: (212) 605-1621
                                Attention: Allegra Griffiths

Caisse Nationale de Credit      520 Madison Avenue            
  Agricole                      New York, New York 10022      
                                Telephone No.: (212) 418-2217 
                                Telecopier No.: (212) 418-7004
                                Attention: John McCloskey     

The Sumitomo Trust and          527 Madison Avenue
  Banking Co., Ltd.,            New York, New York  10022
  New York Branch               Telephone No.: (212) 326-0716
                                Telecopier No.: (212) 418-4848
                                Attention: Mitchell Gervis

Union Bank of California, N.A.  445 South Figueroa Street
                                15th Floor
                                Los Angeles, California  90071
                                Telephone No.: (213) 236-5812
                                Telecopier No.: (213) 236-5747
                                Attention:  Michael K. McShane

United Jersey Bank              25 East Salem Street
                                Hackensack, New Jersey 07602
                                Telephone No.: (201) 646-6189
                                Telecopier No.: (201) 343-6723
                                Attention: Bruce Gray
<PAGE>

                                                                        ANNEX II
                                                                          Page 5

Banque Paribas                   787 Seventh Avenue
                                 New York, New York 10019
                                 Telephone No.: (212) 841-2595
                                 Telecopier No.: (212) 841-2369
                                 Attention:  Cindy Hewitt
                                 
Credit Suisse                    12 East 49th Street
                                 Tower 49
                                 New York, New York 10017
                                 Telephone No.: (212) 238-5458
                                 Telecopier No.: (212) 238-5439
                                 Attention: J. Hamilton Crawford
                                 
Merita Bank Ltd.                 437 Madison Avenue
                                 New York, New York 10022
                                 Telephone No.: (212) 318-9561
                                 Telecopier No.: (212) 421-4420
                                 Attention: Frank Maffei
                                 
Signet Bank                      7799 Leesburg Pike
                                 Suite 500
                                 Falls Church, Virginia 22043
                                 Telephone No.: (703) 714-5016
                                 Telecopier No.: (703) 506-9712
                                 Attention: John Slabaugh
                                 
The Sanwa Bank, Limited, New     Park Avenue Plaza
York Branch                      55 East 52nd Street
                                 New York, New York 10055
                                 Telephone No.: (212) 339-6204
                                 Telecopier No.: (212) 754-1304
                                 Attention:  Shayn March
                                 
Bank of Ireland, Grand Cayman    640 Fifth Avenue
Branch                           New York, New York 10019
                                 Telephone No.: (212) 397-1712
                                 Telecopier No.: (212) 307-5559
                                 Attention:  Roger Burns
                                 
The Yasuda Trust & Banking Co.,  666 5th Avenue
Ltd., New York Branch            8th Floor
                                 New York, New York 10103
                                 Telephone No.: (212) 373-5713
                                 Telecopier No.: (212) 373-5796
                                 Attention: Rohn M. Laudenschlaeger
<PAGE>

                                                                        ANNEX II
                                                                          Page 6
<PAGE>                          

                                                                       ANNEX III


                           EXISTING LETTERS OF CREDIT
<PAGE>

                                                                        ANNEX IV


                                  SUBSIDIARIES
<PAGE>

                                                                         ANNEX V


                                      LIENS
<PAGE>

                                                                        ANNEX VI

PART A. EXISTING DEBT

      [To include existing Senior Notes and Non-Compete Notes]

PART B. EXISTING CONTINGENT OBLIGATIONS
<PAGE>

                                                                       ANNEX VII


                            EXISTING PREFERRED STOCK