EXHIBIT 10.6



                                CREDIT AGREEMENT

                                   dated as of

                                December 28, 1999

                                      among

                           HMTF Bridge Partners, L.P.

                                       and

                          HM/Europe Coinvestors, C.V.,

                              as Initial Borrowers,

           and any Future Borrowers from time to time parties hereto,

                The Lenders and the Issuing Bank Parties Hereto,

                                       and

                            The Chase Manhattan Bank,

                            as Administrative Agent,

                             Chase Securities Inc.,

                    as Co-Lead Arranger and Co-Book Manager,

                             Bank of America, N.A.,

                              as Syndication Agent,

                                       and

                         Banc of America Securities LLC,

                     as Co-Lead Arranger and Co-Book Manager

                     U.S. $1,780,000,000 TERM LOAN FACILITY


<PAGE>
<TABLE>
<CAPTION>


<S>                                                  <C>                                                         <C>
ARTICLE 1  Definitions. . . . . . . . . . . . . . .                                                               1
  SECTION 1.1 . . . . . . . . . . . . . . . . . . .  Defined Terms                                                1
  SECTION 1.2 . . . . . . . . . . . . . . . . . . .  Terms Generally                                             12
  SECTION 1.3 . . . . . . . . . . . . . . . . . . .  Accounting Terms; GAAP                                      13
ARTICLE 2  Term Loans . . . . . . . . . . . . . . .                                                              13
  SECTION 2.1 . . . . . . . . . . . . . . . . . . .  Term Loans                                                  13
  SECTION 2.2 . . . . . . . . . . . . . . . . . . .  Procedure for Term Loan Borrowing                           13
  SECTION 2.3 . . . . . . . . . . . . . . . . . . .  Letters of Credit                                           14
  SECTION 2.4 . . . . . . . . . . . . . . . . . . .  Repayment of Loans; Evidence of Debt; etc                   17
  SECTION 2.5 . . . . . . . . . . . . . . . . . . .  Termination and Reduction of Commitments                    18
  SECTION 2.6 . . . . . . . . . . . . . . . . . . .  Prepayments                                                 18
  SECTION 2.7 . . . . . . . . . . . . . . . . . . .  Conversion and Continuation Options                         20
  SECTION 2.8 . . . . . . . . . . . . . . . . . . .  Minimum Amounts and Maximum Number of Tranches              20
  SECTION 2.9 . . . . . . . . . . . . . . . . . . .  Interest                                                    20
  SECTION 2.10 . . . . . . . . . . . . . . . . . . . Fees                                                        21
  SECTION 2.11 . . . . . . . . . . . . . . . . . . . Inability to Determine Interest Rate                        22
  SECTION 2.12 . . . . . . . . . . . . . . . . . . . Pro Rata Treatment and Payments.                            22
  SECTION 2.13 . . . . . . . . . . . . . . . . . . . Requirements of Law.                                        23
  SECTION 2.14 . . . . . . . . . . . . . . . . . . . Taxes                                                       24
  SECTION 2.15 . . . . . . . . . . . . . . . . . . . Indemnity                                                   26
  SECTION 2.16 . . . . . . . . . . . . . . . . . . . Change of Lending Office                                    27
  SECTION 2.17 . . . . . . . . . . . . . . . . . . . Replacement of Lenders                                      27
  SECTION 2.18 . . . . . . . . . . . . . . . . . . . Nature of Obligations                                       28
  SECTION 2.19 . . . . . . . . . . . . . . . . . . . Increase of Commitments                                     28
ARTICLE 3  Representations and Warranties . . . . .                                                              29
  SECTION 3.1 . . . . . . . . . . . . . . . . . . .  Organization; Powers                                        29
  SECTION 3.2 . . . . . . . . . . . . . . . . . . .  Authorization; Enforceability                               30
  SECTION 3.3 . . . . . . . . . . . . . . . . . . .  Governmental Approvals; No Conflicts                        30
  SECTION 3.4 . . . . . . . . . . . . . . . . . . .  Compliance with Laws and Agreements                         30
  SECTION 3.5 . . . . . . . . . . . . . . . . . . .  Investment and Holding Company Status                       30
  SECTION 3.6 . . . . . . . . . . . . . . . . . . .  Material Adverse Effect                                     30
  SECTION 3.7 . . . . . . . . . . . . . . . . . . .  No Material Litigation                                      30
  SECTION 3.8 . . . . . . . . . . . . . . . . . . .  Disclosure                                                  30
  SECTION 3.9 . . . . . . . . . . . . . . . . . . .  Investments                                                 31
ARTICLE 4  Conditions Precedent . . . . . . . . . .                                                              31
  SECTION 4.1 . . . . . . . . . . . . . . . . . . .  Conditions to Initial Funding                               31
  SECTION 4.2 . . . . . . . . . . . . . . . . . . .  Additional Conditions for Each Credit Event                 32
ARTICLE 5  Covenants. . . . . . . . . . . . . . . .                                                              34
  SECTION 5.1 . . . . . . . . . . . . . . . . . . .  Notices of Material Events                                  34
  SECTION 5.2 . . . . . . . . . . . . . . . . . . .  Existence; Conduct of Business                              34
  SECTION 5.3 . . . . . . . . . . . . . . . . . . .  Payment of Obligations                                      34
  SECTION 5.4 . . . . . . . . . . . . . . . . . . .  Compliance with Laws                                        34
  SECTION 5.5 . . . . . . . . . . . . . . . . . . .  Use of Proceeds                                             34
  SECTION 5.6 . . . . . . . . . . . . . . . . . . .  Additional Collateral                                       35
  SECTION 5.7 . . . . . . . . . . . . . . . . . . .  Financial Reporting                                         35
  SECTION 5.8 . . . . . . . . . . . . . . . . . . .  Additional Guarantors                                       36
  SECTION 5.9 . . . . . . . . . . . . . . . . . . .  Management and Advisory Agreements                          36
  SECTION 5.10 . . . . . . . . . . . . . . . . . . . Covenant to Pay                                             36
  SECTION 5.11 . . . . . . . . . . . . . . . . . . . Margin Securities                                           36
ARTICLE 6  Negative Covenants . . . . . . . . . . .                                                              36
  SECTION 6.1 . . . . . . . . . . . . . . . . . . .  Indebtedness                                                36
  SECTION 6.2 . . . . . . . . . . . . . . . . . . .  Liens                                                       37
  SECTION 6.3 . . . . . . . . . . . . . . . . . . .  Fundamental Changes                                         37
  SECTION 6.4 . . . . . . . . . . . . . . . . . . .  Restricted Payments                                         37
  SECTION 6.5 . . . . . . . . . . . . . . . . . . .  Sale of Assets                                              37
ARTICLE 7  Events of Default. . .      . . . . . .                                                               38
ARTICLE 8  The Administrative Agent . . . . . . . .                                                              41
  SECTION 8.1 . . . . . . . . . . . . . . . . . . .  Generally                                                   41
  SECTION 8.2 . . . . . . . . . . . . . . . . . . .  Joint and Several Creditorship                              43
ARTICLE 9  Miscellaneous. . . . . . . . . . . . . .                                                              43
  SECTION 9.1 . . . . . . . . . . . . . . . . . . .  Notices                                                     43
  SECTION 9.2 . . . . . . . . . . . . . . . . . . .  Waivers; Amendments                                         43
  SECTION 9.3 . . . . . . . . . . . . . . . . . . .  Expenses; Indemnity; Damage Waiver                          44
  SECTION 9.4 . . . . . . . . . . . . . . . . . . .  Successors and Assigns                                      45
  SECTION 9.5 . . . . . . . . . . . . . . . . . . .  Survival                                                    47
  SECTION 9.6 . . . . . . . . . . . . . . . . . . .  Counterparts; Integration; Effectiveness                    48
  SECTION 9.7 . . . . . . . . . . . . . . . . . . .  Severability                                                48
  SECTION 9.8 . . . . . . . . . . . . . . . . . . .  Right of Setoff                                             48
  SECTION 9.9 . . . . . . . . . . . . . . . . . . .  GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS  48
  SECTION 9.10 . . . . . . . . . . . . . . . . . . . WAIVER OF JURY TRIAL                                        49
  SECTION 9.11 . . . . . . . . . . . . . . . . . . . Headings                                                    49
  SECTION 9.12 . . . . . . . . . . . . . . . . . . . Confidentiality                                             49
  SECTION 9.13 . . . . . . . . . . . . . . . . . . . Syndication                                                 50
  SECTION 9.14 . . . . . . . . . . . . . . . . . . . Certainty of Funds                                          50


INDEX OF EXHIBITS

Exhibit A . . . . . . . . . . . . . . . . . . . . .  Assignment and Acceptance
Exhibit B . . . . . . . . . . . . . . . . . . . . .  Legal Opinion of Weil, Gotshal & Manges LLP
Exhibit C . . . . . . . . . . . . . . . . . . . . .  Legal Opinion of Nauta Dutilh
Exhibit D . . . . . . . . . . . . . . . . . . . . .  Legal Opinion of Walkers
Exhibit E . . . . . . . . . . . . . . . . . . . . .  Closing Certificate
Exhibit F . . . . . . . . . . . . . . . . . . . . .  Affiliate Guarantee
Exhibit G . . . . . . . . . . . . . . . . . . . . .  Investment Guarantee
Exhibit H . . . . . . . . . . . . . . . . . . . . .  Note
Exhibit I . . . . . . . . . . . . . . . . . . . . .  Pledge Agreement
Exhibit J . . . . . . . . . . . . . . . . . . . . .  Letter Agreement
Exhibit K . . . . . . . . . . . . . . . . . . . . .  Joinder Agreement
Exhibit L . . . . . . . . . . . . . . . . . . . . .  Principal Agreement


INDEX OF SCHEDULES

Schedule 2.1. . . . . . . . . . . . . . . . . . . .  Lender's Commitments
</TABLE>


<PAGE>


     CREDIT  AGREEMENT,  dated  as  of  December  28,  1999,  among  HMTF Bridge
Partners, L.P., a Delaware limited partnership, and HM/Europe Coinvestors, C.V.,
a limited partnership organized under the laws of the Kingdom of the Netherlands
(collectively,  the "Initial Borrowers"), any Future Borrowers from time to time
parties  hereto,  the Lenders from time to time parties hereto, the Issuing Bank
referred  to  below, The Chase Manhattan Bank, as Administrative Agent, and Bank
of  America,  N.A.,  as  Syndication  Agent.

     The  parties  hereto  agree  as  follows:

                                    ARTICLE 1

                                   Definitions

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

     "ABR  Loans"  means  Term Loans the rate of interest applicable to which is
based  upon  the  Alternate  Base  Rate.

     "Additional  Lenders"  has  the  meaning  set  forth  in  Section  9.13.

     "Administrative  Agent"  means The Chase Manhattan Bank, in its capacity as
administrative  agent  for  the  Lenders  hereunder.

     "Affiliate"  means, with respect to a specified Person, another Person that
directly,  or  indirectly  through  one  or  more intermediaries, Controls or is
Controlled  by  or  is  under  common  Control  with  the  Person  specified.

     "Affiliate  Guarantees"  means  the  collective reference to each guarantee
agreement executed and delivered by an Affiliate Guarantor, substantially in the
form  of  Exhibit  F,  as  the  same  may  be amended, supplemented or otherwise
modified  from  time  to  time.

     "Affiliate Guarantors" means the collective reference to (a) each Affiliate
of  Hicks  Muse  or  Olympus  that  holds carried interests in any New Portfolio
Company  (except  to  the  extent  that a carried interest is attributable to an
investment  by  a Specified Fund in such New Portfolio Company) and (b) HM & Co.
and  each  other  Affiliate  of  Hicks  Muse or Olympus that receives fee income
(whether  in  the  form of management fees, transaction fees, investment banking
fees,  advisory  fees  or otherwise) from or in respect of any New Fund, any New
Portfolio  Company  or  any Investment Party (except to the extent that such fee
income  is  attributable  to  an  investment  by  a  Specified  Fund in such New
Portfolio  Company,  with  any  allocation  of such fee income attributable to a
Specified  Fund  and  a New Fund being made in a manner equitable to the Lenders
hereunder),  in  each  case  whether  now  existing  or  subsequently  formed.

     "Agreement"  means  this  Credit  Agreement,  as  amended,  supplemented or
otherwise  modified  from  time  to  time.

     "Alternate  Base  Rate"  means,  for any day, a rate per annum equal to the
greatest  of  (a)  the Prime Rate in effect on such day, (b) the Base CD Rate in
effect  on  such  day  plus  1%  and


                                      PAGE   2
<PAGE>

(c)  the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%.  Any
change in the Alternate Base Rate due to a change in the Prime Rate, the Base CD
Rate  or  the Federal Funds Effective Rate shall be effective from and including
the  effective  date  of  such change in the Prime Rate, the Base CD Rate or the
Federal  Funds  Effective  Rate,  respectively.

     "Applicable  Margin"  means,  for  any  day and for each Type of Term Loan,
based  on  the  then Available Qualified Subscription Amount, the rate per annum
set  forth  below:
<TABLE>
<CAPTION>



<S>         <C>                              <C>         <C>
            Available Qualified
 Level. . . Subscription Amount              ABR Loans    Eurodollar Loans
 Level I. . $0 -          $625,000,000            1.50%              2.50%
 Level II.  625,000,001 - $1,250,000,000          1.00%              2.00%
 Level III  1,250,000,001 - $1,875,000,000         .50%              1.50%
 Level IV.  Greater than $1,875,000,001              0%              1.00%

</TABLE>


;  provided that for the first 45 days following the Closing Date the Applicable
Margin  shall  be  determined  by  reference  to  Level  I of the above grid and
provided  further  that Level I of the above grid shall apply at all times while
an  Event  of  Default  shall  have  occurred  and  be  continuing.

     "Assessment  Rate" means, for any day, the annual assessment rate in effect
on such day that is payable by a member of the Bank Insurance Fund classified as
"well-capitalized"  and  within  supervisory  subgroup  "B"  (or  a  comparable
successor  risk classification) within the meaning of 12 C.F.R. Part 327 (or any
successor  provision) to the Federal Deposit Insurance Corporation for insurance
by  such  Corporation  of  time  deposits made in dollars at the offices of such
member  in the United States; provided that if, as a result of any change in any
law,  rule  or  regulation, it is no longer possible to determine the Assessment
Rate  as  aforesaid, then the Assessment Rate shall be such annual rate as shall
be  determined in good faith by the Administrative Agent to be representative of
the  cost  of  such  insurance  to  the  Lenders.

     "Assignee"  has  the  meaning  set  forth  in  Section  9.4(b).

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

     "Available Commitment" means, as to any Lender at any time, an amount equal
to  the  excess,  if any, of (a) such Lender's Commitment over (b) such Lender's
Credit  Exposure.

     "Available  Excess Investment Commitment Amount" means, as to any Lender at
any time, an amount equal to the excess, if any, of (a) such Lender's Investment
Commitment  Amount  over  (b)  such  Lender's  Credit  Exposure.


                                      PAGE   3
<PAGE>

     "Available  Qualified Subscription Amount" means the Qualified Subscription
Amount  less  the  aggregate Qualified Subscription Amounts utilized to make any
and  all  investments  by  the  New  Fund.

     "Base  CD  Rate"  means  the  sum  of (a) the Three-Month Secondary CD Rate
multiplied  by  the  Statutory  Reserve  Rate  plus  (b)  the  Assessment  Rate.

     "Board"  means  the Board of Governors of the Federal Reserve System of the
United  States.

     "Borrowers"  means  the  Initial  Borrowers  and  any  Future  Borrower.

     "Business Day" means any day that is not a Saturday, Sunday or other day on
which  commercial  banks  in  New  York  City or Dallas, Texas are authorized or
required  by law to remain closed; provided that, when used in connection with a
Eurodollar Loan, the term Business Day shall also exclude any day on which banks
are  not  open  for  dealings in dollar deposits in the London interbank market.

     "Capital  Lease  Obligations"  of  any Person means the obligations of such
Person  to  pay  rent  or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which  obligations  are  required  to be classified and accounted for as capital
leases  on  a  balance  sheet  of such Person under GAAP, and the amount of such
obligations  shall  be  the  capitalized amount thereof determined in accordance
with  GAAP.

     "Capital  Stock"  means  any  and  all shares, interests, participations or
other  equivalents  (however  designated) of capital stock of a corporation, any
and  all  equivalent ownership interests in a Person (other than a corporation),
including  any  limited  liability  company  interests  in  a  limited liability
company,  any limited or general partnership interests in a partnership, and any
and  all  warrants,  rights  or  options  to  purchase  any  of  the  foregoing.

     "Change  in  Control"  means  any of the following events:  (a) Hicks Muse,
Olympus,  or  any  of  their respective principals or Affiliates cease to own of
record and beneficially a majority of the economic interests in any Borrower and
the power, directly or indirectly, to vote or direct the voting of Capital Stock
having  a  majority  of  the  power to direct the management and policies of any
Borrower,  (b) Hicks Muse, Olympus, or their respective principals or Affiliates
cease  to  Control  each Guarantor, (c) Hicks Muse, its principals or Affiliates
cease  to own of record and beneficially a majority of the economic interests in
Olympus  and  the power, directly or indirectly, to vote or direct the voting of
Capital  Stock  having  a  majority  of  the  power to direct the management and
policies  of  Olympus,  or (d) Hicks Muse, its principals or Affiliates cease to
Control  Olympus.

     "Chase"  means  The  Chase  Manhattan  Bank.

     "Closing  Date"  means  December  28,  1999.

     "Co-Investor" means a Direct Co-Investor or an Indirect Co-Investor, as the
case  may  be.


                                      PAGE   4
<PAGE>

     "Co-Investment"  means a Direct Co-Investment or an Indirect Co-Investment,
as  the  case  may  be.

     "Code"  means  the  Internal  Revenue Code of 1986, as amended from time to
time.

     "Commitment" means, as to any Lender, the commitment of such Lender to make
Term  Loans  and  to participate in Letters of Credit hereunder, in an amount so
that  such  Lender's  Credit  Exposure  does not exceed such Lender's commitment
hereunder,  as  such commitment may be (a) reduced from time to time pursuant to
Section  2.5 or 6.1(e), (b) reduced or increased from time to time as the result
of  an Assignment and Acceptance or (c) increased pursuant to Section 2.19.  The
initial  amount  of each Lender's Commitment is set forth on Schedule 2.1, or in
the  Assignment  and Acceptance pursuant to which such Lender shall have assumed
its  Commitment,  as  applicable.

     "Control"  means  the  possession  of the power, directly or indirectly, to
vote  more  than  50%  of the Capital Stock having ordinary voting power for the
election  of  directors  (or  persons performing similar functions) of a Person.
"Controlling"  and  "Controlled"  have  meanings  correlative  thereto.

     "Credit Exposure" means, with respect to any Lender at any time, the sum of
the outstanding principal amount of such Lender's Term Loans and its LC Exposure
at  such  time.

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

     "Direct  Co-Investment"  means  an investment in any Borrower in connection
with such Borrower's Investment in a New Portfolio Company in an amount not less
than  2.98%  of  such Borrower's total Investment in such New Portfolio Company.

     "Direct  Co-Investor"  means the principals of Hicks Muse or Olympus, their
families and employees of Hicks Muse and Olympus who make a Direct Co-Investment
in  any  Borrower  with respect to such Borrower's investment in a New Portfolio
Company.

     "Directly  Owned  Investment  Party" means any Person in which any Borrower
and,  if  the  Co-Investment  is made as an Indirect Co-Investment, any Indirect
Co-Investor,  directly  makes  an  Investment,  and  which  Person  directly  or
indirectly  makes  the  same  Investment  in  the  New  Portfolio  Company.

     "Document  Party"  has  the  meaning  set  forth  in  Section  9.12.

     "dollars"  or  "$"  refers  to  lawful  money  of  the  United  States.

     "EquityCo"  means  HM/Europe  Equity Investors, C.V., a limited partnership
organized  under  the  laws  of  the  Kingdom  of  the  Netherlands.

     "Eurodollar  Base Rate" means with respect to each day during each Interest
Period  pertaining to a Eurodollar Loan, the rate per annum equal to the rate at
which  Chase  is  offered  dollar deposits at or about 10:00 A.M., New York, New
York  time,  two  Business  Days  prior  to


                                      PAGE   5
<PAGE>

the  beginning  of such Interest Period in the interbank eurodollar market where
the  eurodollar  and  foreign currency and exchange operations in respect of its
Eurodollar  Loans are then being conducted for delivery on the first day of such
Interest  Period  for  the  number  of  days  comprised therein and in an amount
comparable  to  the  amount of its Eurodollar Loan to be outstanding during such
Interest  Period.

     "Eurodollar  Loans"  means  Term  Loans  the rate of interest applicable to
which  is  based  upon  the  Eurodollar  Rate.

     "Eurodollar  Rate"  with  respect  to  each day during each Interest Period
pertaining  to  a  Eurodollar  Loan,  a  rate  per annum determined for such day
(rounded  upward  to the nearest 1/100th of 1%) equal to (a) the Eurodollar Base
Rate  for  such  Interest  Period  multiplied by (b) the Statutory Reserve Rate.

     "Eurodollar  Tranche" the collective reference to Eurodollar Loans the then
current Interest Periods with respect to all of which begin on the same date and
end  on  the  same  later  date  (whether  or  not  such  Eurodollar Loans shall
originally  have  been  made  on  the  same  day).

     "Event  of  Default"  has  the  meaning assigned to such term in Article 7.

     "Federal  Funds  Effective  Rate"  means, for any day, the weighted average
(rounded  upwards,  if  necessary,  to  the  next  1/100  of 1%) of the rates on
overnight  Federal funds transactions with members of the Federal Reserve System
arranged  by Federal funds brokers, as published on the next succeeding Business
Day  by  the  Federal  Reserve  Bank  of  New  York,  or, if such rate is not so
published  for  any day that is a Business Day, the average (rounded upwards, if
necessary,  to  the  next  1/100  of 1%) of the quotations for such day for such
transactions  received  by  the  Administrative  Agent  from three Federal funds
brokers  of  recognized  standing  selected  by  it.

     "Fees"  means  the  fees  payable  pursuant  to  Section  2.10.

     "Funding  Fee"  has  the  meaning assigned to such term in Section 2.10(a).

     "Future  Borrower"  means  any  Person  that  becomes  a borrower hereunder
pursuant  to  any  Joinder  Agreement.

     "GAAP"  means generally accepted accounting principles in the United States
from  time  to  time.

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

     "Guarantee"  of  or  by  any Person (the "guarantor") means any obligation,
contingent  or  otherwise,  of the guarantor guaranteeing or having the economic
effect  of guaranteeing any Indebtedness or other obligation of any other Person
(the  "primary  obligor")  in  any  manner,


                                      PAGE   6
<PAGE>

whether  directly  or indirectly, and including any obligation of the guarantor,
direct  or  indirect, (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation or to purchase (or
to  advance  or  supply  funds for the purchase of) any security for the payment
thereof,  (b)  to  purchase  or  lease  property, securities or services for the
purpose  of  assuring  the owner of such Indebtedness or other obligation of the
payment  thereof,  (c)  to maintain working capital, equity capital or any other
financial  statement  condition  or  liquidity  of  the primary obligor so as to
enable  the  primary obligor to pay such Indebtedness or other obligation or (d)
as  an  account  party  in respect of any letter of credit or letter of guaranty
issued  to  support  such  Indebtedness  or  obligation;  provided that the term
Guarantee  shall  not  include  endorsements  for  collection  or deposit in the
ordinary  course  of  business.

     "Guarantor"  shall  mean  any  Affiliate Guarantor or Investment Guarantor.

     "Hicks  Muse"  means  HMTF  Operating,  L.P.,  a  Texas limited partnership
(formerly  known  as  Hicks,  Muse,  Tate  &  Furst  Incorporated).

     "HM  &  Co."  means  Hicks,  Muse  &  Co.  Partners,  L.P., a Texas limited
partnership.

     "Increase  Effective  Date"  has  the  meaning  set  forth in Section 2.19.

     "Increase  Response  Date"  has  the  meaning  set  forth  in Section 2.19.

     "Increase  Request"  has  the  meaning  set  forth  in  Section  2.19.

          "Indebtedness"  of  any  Person  means,  without  duplication, (a) all
obligations  of  such  Person  for  borrowed  money, (b) all obligations of such
Person  evidenced  by  bonds,  debentures, notes or similar instruments, (c) all
obligations  of  such  Person  under  conditional  sale or other title retention
agreements  relating to property acquired by such Person, (d) all obligations of
such  Person  in  respect of the deferred purchase price of property or services
(excluding  current  accounts  payable  incurred  in  the  ordinary  course  of
business), (e) all Indebtedness of others secured by (or for which the holder of
such  Indebtedness has an existing right, contingent or otherwise, to be secured
by)  any  Lien  on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person
of Indebtedness of others, (g) all Capital Lease Obligations of such Person, (h)
all  obligations, contingent or otherwise, of such Person as an account party in
respect  of  letters  of credit and letters of guaranty and (i) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances.  The
Indebtedness  of  any  Person shall include the Indebtedness of any other entity
(including  any  partnership  in  which such Person is a general partner) to the
extent  such  Person  is  liable therefor as a result of such Person's ownership
interest  in  or  other  relationship with such entity, except to the extent the
terms  of  such  Indebtedness  provide  that such Person is not liable therefor.

     "Indirect  Co-Investment"  means  an  investment  with  any  Borrower  in
connection  with  such  Borrower's  Investment  in a New Portfolio Company in an
amount  not  less  than  2.98%  of  such  total Investment in such New Portfolio
Company.

     "Indirect  Co-Investor"  means  (a) EquityCo or (b) any other Person formed
for  the  purpose of making an Indirect Co-Investment with any Borrower in a New
Portfolio  Company,


                                      PAGE   7
<PAGE>

in  any  case, which is owned by the principals of Hicks Muse or Olympus, or the
families  and  employees  of  Hicks  Muse  or  Olympus.

     "Initial  Borrowers"  means  HMTF Bridge Partners, L.P., a Delaware limited
partnership,  and  HM/Europe  Coinvestors, C.V., a limited partnership organized
under  the  laws  of  the  Kingdom  of  the  Netherlands.

     "Interest Payment Date" means (a) as to any ABR Loan, the date which is the
three  month  anniversary  of  the Closing Date and each date which is the three
month  anniversary  of  the  prior Interest Payment Date to occur while such ABR
Loan  is outstanding, (b) as to any Eurodollar Loan having an Interest Period of
three  months  or  less,  the  last  day  of such Interest Period, (c) as to any
Eurodollar  Loan  having  an  Interest Period longer than three months, each day
which  is three months, or a whole multiple thereof, after the first day of such
Interest  Period and the last day of such Interest Period and (d) as to any Term
Loan,  the  date  of  any  repayment  or  prepayment  made  in  respect thereof.

     "Interest  Period"  means,  as  to  any Eurodollar Loan, (a) initially, the
period  commencing on the borrowing or conversion date, as the case may be, with
respect  to  such  Eurodollar  Loan  and  ending one, two, three, six, or to the
extent  available  to all Lenders, nine or twelve months thereafter, as selected
by  any Borrower in its notice of borrowing or notice of conversion, as the case
may be, given with respect thereto and (b) thereafter, each period commencing on
the last day of the next preceding Interest Period applicable to such Eurodollar
Loan and ending one, two, three, six, or to the extent available to all Lenders,
nine  or  twelve  months  thereafter, as selected by any Borrower by irrevocable
notice  to  the  Administrative Agent not less than three Business Days prior to
the  last day of the then current Interest Period with respect thereto; provided
that  (i)  if  any Interest Period would end on a day other than a Business Day,
such  Interest  Period  shall  be  extended  to the next succeeding Business Day
unless  such next succeeding Business Day would fall in the next calendar month,
in which case such Interest Period shall end on the next preceding Business Day,
(ii)  any  Interest Period that commences on the last Business Day of a calendar
month  (or  on  a day for which there is no numerically corresponding day in the
last  calendar month of such Interest Period) shall end on the last Business Day
of  the  last  calendar  month of such Interest Period and (iii) no Borrower may
select  an  Interest  Period  that  would  extend  beyond  the  Maturity  Date.

     "Investment"  means  the  collective  reference  to  any direct or indirect
investment  in  a  New  Portfolio  Company by a Borrower.  Investments shall not
include  debt  securities  or  borrowings  of  an  Investment Party that, in the
judgment  of  the  Borrower, would customarily be issued or borrowed in a bridge
financing  to  an  offering  or  private  placement  in  anticipation of or to a
registered  public  offering  or  in  a private placement under Rule 144A of the
Securities  Act  of  1933,  as  amended.

     "Investment  Commitment Amount" means the amount on the date giving rise to
this  calculation,  as calculated by the Borrowers and the Administrative Agent,
rounded  upward  to the nearest $500,000.00, that represents (i) the Term Loans,
(ii) the LC Exposure and (iii) all interest and fees previously accrued or which
will  be  payable  pursuant  to  Sections  2.9,  2.10(a) and 2.10(c) through the
Maturity  Date  assuming  no  pre-payments  pursuant to Section 2.6 prior to the
Maturity  Date  (using  for  future  periods  not  covered  by existing Interest
Periods,  the  Eurodollar


                                      PAGE   8
<PAGE>

Rate  available  on the date of any determination for a three (3) month Interest
Period  and  using  the  current  Applicable Margin).  The Investment Commitment
Amount  of  any  Lender  at  any  time shall be its Loan Percentage of the total
Investment  Commitment  Amount.

     "Investment  Guarantee"  means  the collective reference to each Investment
Guarantee  Agreement  executed  and  delivered  by  an  Investment  Guarantor,
substantially in the form of Exhibit G, as the same may be amended, supplemented
or  otherwise  modified  from  time  to  time.

     "Investment  Guarantor"  shall  mean  any  Indirect  Co-Investor.

     "Investment  Party"  means  any  Person  in  which any Borrower directly or
indirectly  makes  an  Investment, which Person directly or indirectly makes the
same  Investment  in  a  New  Portfolio  Company.

     "Investment Term Loan" has the meaning set forth in Section 2.10(a) hereof.

     "Investor"  means  any  Person  which has executed a Subscription Agreement
(that  has become effective pursuant to its terms) and the signature page to the
limited  partnership  agreement  of New Fund and has thereby become obligated to
make  capital  contributions  to  New  Fund  in exchange for limited partnership
interests  therein,  subject only to such customary conditions as are reasonably
acceptable  to  the  Administrative  Agent.

     "Issuing  Bank"  means  The  Chase  Manhattan  Bank, in its capacity as the
issuer  of  Letters  of Credit hereunder, and its successors in such capacity as
provided  in  Section  2.3(i).

     "Joinder Agreement" means an agreement substantially in the form of Exhibit
K,  as  the same may be amended, supplemented or otherwise modified from time to
time.

     "LC  Disbursement"  means a payment made by the Issuing  Bank pursuant to a
Letter  of  Credit.

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

     "Lenders"  means  the  Persons  listed on Schedule 2.1 and any other Person
that  shall have become a party hereto pursuant to an Assignment and Acceptance,
other  than  any  such  Person  that  ceases to be a party hereto pursuant to an
Assignment  and  Acceptance.

     "Letter  Agreement"  means the Letter Agreement dated as of the date hereof
between  Hicks  Muse,  Olympus  and  the  Administrative  Agent on behalf of the
Lenders,  substantially  in  the  form of Exhibit J, as the same may be amended,
supplemented  or  otherwise  modified  from  time  to  time.

     "Letter of Credit" means a letter of credit issued pursuant to Section 2.3,
a  bank  guaranty  or  similar instrument treated as a letter of credit for bank
regulatory  purposes,  in  a  form


                                      PAGE   9
<PAGE>

reasonably  acceptable  to  the  Administrative  Agent  and the Issuing Bank, to
support  the  Borrowers'  agreement  to  make  an  Investment.

     "Lien"  means,  with respect to any asset, (a) any mortgage, deed of trust,
lien,  pledge, hypothecation, encumbrance, charge or security interest in, on or
of  such  asset,  (b) the interest of a vendor or a lessor under any conditional
sale  agreement,  capital  lease  or title retention agreement (or any financing
lease  having  substantially  the  same economic effect as any of the foregoing)
relating  to  such asset and (c) in the case of securities, any purchase option,
call  or  similar  right  of  a  third  party  with  respect to such securities.

     "Loan  Documents"  means  the  collective  reference to this Agreement, the
Affiliate  Guarantees,  the  Investment  Guarantees,  the  Pledge Agreement, the
Letter Agreement, the Principal Agreement, the Joinder Agreements and the Notes.

     "Loan Parties" means the collective reference to the Initial Borrowers, any
Future Borrowers, the Guarantors, Hicks Muse, Olympus and any other Person party
to  a  Loan  Document.

     "Loan  Percentage" means, with respect to any Lender, the percentage of the
total  Commitments  represented  by  such  Lender's  Commitment,  and,  if  the
Commitments  have  terminated, the aggregate outstanding principal amount of the
Term  Loans  represented  by  such  Lender's  Term  Loans.

     "Material  Adverse  Effect"  means  a  material  adverse  effect on (a) the
ability  of  any  Loan  Party  to  perform any of its obligations under any Loan
Document  or  (b)  the  rights of or benefits available to the Lenders under any
Loan  Document.

     "Maturity  Date"  means  the date which is 364 days after the Closing Date.

     "New  Fund"  or  "New  Funds" means (a) any investment fund or funds formed
after  the  date hereof and sponsored, advised or managed by Hicks Muse, Olympus
or any of their respective Affiliates and (b) any other Person which may acquire
an  Investment  in  an  Investment  Party or a New Portfolio Company or any part
thereof.

     "New  Portfolio  Company"  means  a  Person,  having  as some or all of its
shareholders,  partners  or members, as the case may be, directly or indirectly,
any  of  the  Borrowers,  and, if applicable, one or more Indirect Co-Investors.

     "Non-Consenting  Lender"  has  the  meaning  specified  in  Section  2.17.

     "Non-Excluded  Taxes"  has  the  meaning  set  forth  in  Section  2.14(a).

     "Non-Funding  Lender"  has  the  meaning  set  forth  in  Section  2.12(c).

     "Non-U.S.  Lender"  has  the  meaning  set  forth  in  Section  2.14(b).

     "Note"  has  the  meaning  set  forth  in  Section  2.4(e).

                                     PAGE   10
<PAGE>

     "Obligations" means the collective reference to the unpaid principal of and
interest  on  the Term Loans, the LC Disbursements and all other obligations and
liabilities  of  the  Borrowers  to  the  Administrative  Agent  and the Lenders
(including,  without  limitation,  interest accruing at the then applicable rate
provided  in  this Agreement after the maturity of the Term Loans and Letters of
Credit,  LC  Disbursements  and  interest  accruing  at the then applicable rate
provided  in  this  Agreement after the filing of any petition in bankruptcy, or
the  commencement of any insolvency, reorganization or like proceeding, relating
to  any of the Borrowers whether or not a claim for post-filing or post-petition
interest is allowed in such proceeding), whether direct or indirect, absolute or
contingent,  due  or to become due, or now existing or hereafter incurred, which
may  arise  under,  out  of,  or in connection with, this Agreement or any other
document  made, delivered or given in connection therewith, in each case whether
on account of principal, interest, reimbursement obligations, fees, indemnities,
costs,  expenses  or  otherwise  (including,  without  limitation,  all fees and
disbursements  of counsel to the Administrative Agent or to the Lenders that are
required  to  be paid by the Borrowers pursuant to the terms of this Agreement).

     "Olympus"  means  Olympus  Real Estate Corporation, a Delaware corporation.

     "Participant"  has  the  meaning  set  forth  in  Section  9.4(e).

     "Person"  means any natural person, corporation, limited liability company,
trust,  joint venture, association, company, partnership, Governmental Authority
or  other  entity  of  whatever  nature.

     "Pledge Agreement" means the Pledge Agreement executed and delivered by the
Pledgors,  substantially  in  the form of Exhibit I, as the same may be amended,
supplemented  or  otherwise  modified  from  time  to  time.

     "Pledged  Interests"  shall  have  the  meaning  set  forth  in  the Pledge
Agreement.

     "Pledgors"  shall  mean  (i) on the Closing Date, the Initial Borrowers and
EquityCo, and (ii) thereafter, any Future Borrower and any Indirect Co-Investor.

     "Principal  Agreement" means the Principal Agreement executed and delivered
by  each  principal  of  Hicks  Muse  and  Olympus, substantially in the form of
Exhibit  L,  as the same may be amended, supplemented or otherwise modified from
time  to  time.

     "Prime  Rate"  means the rate of interest per annum publicly announced from
time to time by Chase as its prime rate in effect at its principal office in New
York,  New  York;  each  change  in  the  Prime Rate shall be effective from and
including  the  date  such change is publicly announced as being effective.  The
Prime  Rate is a reference rate and does not necessarily represent the lowest or
best  rate  actually  charged  to  a  customer.

     "Qualified  Investors"  means  those Investors reasonably acceptable to the
Administrative  Agent.  Any  Investor  shall  be  subject  to exclusion for: (i)
default  under or breach of (A) its respective Subscription Agreement or (B) the
limited  partnership  agreement of New Fund; (ii) bankruptcy or other insolvency
event  or  proceeding  with  respect  to  such  Investor; (iii) appointment of a
receiver with respect to such Investor; (iv) repudiation by such Investor of its
obligation  to  make  capital  contributions  to  New  Fund  pursuant  to  its
Subscription  Agreement


                                     PAGE   11
<PAGE>

and  the limited partnership agreement of New Fund; and (v) any material adverse
change  which  affects  the  ability of such Investor to fulfill its obligations
under  the  limited  partnership  agreement  of  New  Fund  or  its Subscription
Agreement.

     "Qualified  Subscription  Amount"  means the aggregate dollar amount of all
subscriptions  to  New Fund by all Qualified Investors as to which the Borrowers
have  delivered to the Administrative Agent a fully executed copy of one or more
Subscription  Agreements  (including all supporting documentation including, but
not limited to, the executed signature page to the limited partnership agreement
of  New  Fund).

     "Register"  has  the  meaning  set  forth  in  Section  9.4(c).

     "Related  Parties"  means,  with  respect  to  any  specified  Person, such
Person's  Affiliates  and the respective directors, officers, employees, agents,
partners  and  advisors  of  such  Person  and  such  Person's  Affiliates.

     "Requested  Amount"  has  the  meaning  set  forth  in  Section  2.19.

     "Required  Lenders"  at  any time, Lenders holding more than 50% of (a) the
Commitments  or  (b)  if  the  Commitments  have been terminated, the sum of (i)
aggregate  unpaid  principal  amount  of  the Term Loans and (ii) outstanding LC
Exposure.

     "Requirement of Law" as to any Person, the Certificate of Incorporation and
By-Laws  or  other organizational or governing documents of such Person, and any
law,  treaty, rule or regulation or determination of an arbitrator or a court or
other  Governmental  Authority,  in each case applicable to or binding upon such
Person  or any of its property or to which such Person or any of its property is
subject.

     "Responsible Officer" means the Chief Executive Officer, the President, any
Vice  President,  the  Chief  Financial  Officer,  the  Treasurer, any Assistant
Treasurer,  the  Secretary  or  any  Assistant  Secretary  or any officer having
responsibilities  similar  to  any  of  the  foregoing.

     "Restricted  Payment"  means any dividend or other distribution (whether in
cash,  securities  or other property) with respect to any shares of any class of
Capital  Stock  of  any  Person,  or any payment (whether in cash, securities or
other  property),  including  any sinking fund or similar deposit, on account of
the  purchase,  redemption, retirement, acquisition, cancellation or termination
of  any  such  shares  of Capital Stock of such Person or any option, warrant or
other  right  to  acquire  any  such  shares  of  Capital  Stock of such Person.

     "Specified  Fund"  means  Hicks,  Muse,  Tate & Furst Equity Fund II, L.P.,
Hicks,  Muse,  Tate  &  Furst  Equity  Fund III, L.P., Hicks, Muse, Tate & Furst
Equity  Fund  IV,  L.P., Hicks, Muse, Tate & Furst Private Equity Fund IV, L.P.,
Hicks,  Muse,  Tate  & Furst Europe Fund, L.P., Hicks, Muse, Tate & Furst Europe
Private  Fund,  L.P.,  Hicks,  Muse,  Tate  & Furst Latin America Fund, L.P. and
Hicks,  Muse,  Tate  &  Furst  Latin  America  Private  Fund,  L.P.

     "Statutory  Reserve  Rate"  means  a fraction (expressed as a decimal), the
numerator  of which is the number one and the denominator of which is the number
one  minus  the  aggregate  of  the  maximum  reserve percentages (including any
marginal,  special,  emergency  or  supplemental


                                     PAGE   12
<PAGE>

reserves)  expressed  as  a  decimal  established  by  the  Board  to  which the
Administrative  Agent  is  subject (a) with respect to the Base CD Rate, for new
negotiable nonpersonal time deposits in dollars of over $100,000 with maturities
approximately equal to three months and (b) with respect to the Eurodollar Rate,
for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in
Regulation  D  of  the  Board).  Such  reserve  percentages  shall include those
imposed  pursuant  to  such  Regulation  D.  Eurodollar Loans shall be deemed to
constitute  eurocurrency  funding and to be subject to such reserve requirements
without  benefit  of  or credit for proration, exemptions or offsets that may be
available  from  time  to  time  to  any  Lender  under such Regulation D or any
comparable  regulation.  The  Statutory  Reserve  Rate  shall  be  adjusted
automatically  on  and  as  of  the  effective date of any change in any reserve
percentage.

     "Subscription  Agreement" shall mean the Subscription Agreement in the form
customarily used by Hicks Muse or Olympus (and then by any New Fund) pursuant to
which  a  Person  agrees to acquire limited partnership interests in New Fund in
accordance  with  the terms thereof, which such Subscription Agreement obligates
such  Person  to  sign  the  limited  partnership  agreement  of  New  Fund.

     "Term  Loans"  has  the  meaning  set  forth  in  Section  2.1.

     "Three-Month  Secondary  CD  Rate" means, for any day, the secondary market
rate for three-month certificates of deposit reported as being in effect on such
day  (or, if such day is not a Business Day, the next preceding Business Day) by
the  Board  through the public information telephone line of the Federal Reserve
Bank  of New York (which rate will, under the current practices of the Board, be
published  in  Federal  Reserve  Statistical  Release  H.15(519) during the week
following such day) or, if such rate is not so reported on such day or such next
preceding  Business  Day,  the  average  of  the secondary market quotations for
three-month certificates of deposit of major money center banks in New York City
received  at  approximately  12:00 noon, New York City time, on such day (or, if
such  day  is  not  a  Business  Day, on the next preceding Business Day) by the
Administrative  Agent  from  three  negotiable certificate of deposit dealers of
recognized  standing  selected  by  it.

     "Ticking  Fee"  has  the  meaning  set  forth  in  Section  2.10(b).

     "Transactions"  means  the  execution, delivery and performance by the Loan
Parties  of  the  Loan  Documents,  the borrowing of Term Loans, the issuance of
Letters  of  Credit  and the use of the proceeds thereof, the grant of the Liens
under  the  Loan  Documents  and  the  making  of  each  Investment.

     "Type"  as  to  any  Term  Loans, its nature as an ABR Loan or a Eurodollar
Loan.

     "United  States"  means  the  United  States  of  America.

     SECTION  1.2          Terms  Generally.  The  definitions  of  terms herein
shall  apply  equally  to  the  singular  and plural forms of the terms defined.
Whenever  the  context  may require, any pronoun shall include the corresponding
masculine,  feminine  and  neuter  forms.  The  words  "include", "includes" and
"including"  shall  be deemed to be followed by the phrase "without limitation".
The  word  "will"  shall be construed to have the same meaning and effect as the
word  "shall".  Unless  the  context requires otherwise (a) any definition of or
reference  to  any


                                     PAGE   13
<PAGE>

agreement,  instrument  or other document herein shall be construed as referring
to  such  agreement,  instrument or other document as from time to time amended,
supplemented  or  otherwise  modified  (subject  to  any  restrictions  on  such
amendments,  supplements  or  modifications set forth herein), (b) any reference
herein  to any Person shall be construed to include such Person's successors and
assigns,  (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any  particular  provision  hereof,  (d)  all  references  herein  to  Articles,
Sections,  Exhibits  and  Schedules  shall be construed to refer to Articles and
Sections  of,  and  Exhibits  and Schedules to, this Agreement and (e) the words
"asset"  and  "property"  shall be construed to have the same meaning and effect
and  to  refer  to  any  and  all tangible and intangible assets and properties,
including  cash,  securities,  accounts  and  contract  rights.

     SECTION 1.3          Accounting Terms; GAAP.  Except as otherwise expressly
provided  herein,  all  terms  of  an  accounting  or  financial nature shall be
construed  in  accordance  with  GAAP,  as  in  effect  from  time  to  time.

                                    ARTICLE 2

                                   Term Loans

     SECTION  2.1          Term  Loans.  Subject  to  the  terms  and conditions
hereof,  each  Lender  severally  agrees to make one or more term loans (each, a
"Term  Loan")  to  the  Borrowers  on  the  Closing Date and on any Business Day
thereafter  prior  to  the Maturity Date in an aggregate principal amount not to
exceed  such Lender's Available Commitment.  The initial amount of each Lender's
Commitment  is  set  forth  on Schedule 2.1, or in the Assignment and Acceptance
pursuant  to which such Lender shall have assumed its Commitment, as applicable.
The  Term  Loans may from time to time be (a) Eurodollar Loans or (b) ABR Loans,
as  determined  by  the  applicable  Borrower and notified to the Administrative
Agent  in accordance with Sections 2.2 and 2.7.  Each Term Loan shall be made as
part  of  a  borrowing  consisting  of Term Loans made by the Lenders ratably in
accordance  with  their  respective  Commitments.  Amounts  repaid or prepaid on
account  of  the Term Loans may not be reborrowed.  The Term Loans shall be made
only  if  the  total  Investment  Commitment  Amounts shall not exceed the total
Commitments.

     SECTION 2.2          Procedure for Term Loan Borrowing.  Any Borrower shall
give  the  Administrative  Agent irrevocable notice (including telephonic notice
confirmed in writing) (which notice must be received by the Administrative Agent
(a)  in  the  case of Eurodollar Loans, not later than 11:00 a.m., New York, New
York  time,  three  Business Days prior to the date of the anticipated borrowing
and  (b) in the case of ABR Loans, not later than 12:00 noon, New York, New York
time,  one  Business  Day  prior  to  the  date  of  the  anticipated borrowing)
requesting  that  the  Lenders  make  the  Term Loans on such borrowing date and
specifying  the  amount to be borrowed; provided that a notice of an ABR Loan to
finance  the  reimbursement  of an LC Disbursement as required by Section 2.3(e)
shall  be  deemed given one Business Day prior to the date of such drawing.  The
Term  Loans made on the Closing Date shall initially be ABR Loans.  Upon receipt
of  such  notice,  the  Administrative  Agent  shall promptly notify each Lender
thereof.  Not  later  than  11:00 a.m., New York, New York time, on the relevant
borrowing  date, each Lender shall make available to the Administrative Agent at
its  office  specified  in  Section  9.1  an


                                     PAGE   14
<PAGE>

amount  in immediately available funds equal to the Term Loan to be made by such
Lender.  The  Administrative  Agent  shall  credit the account of the applicable
Borrower  on  the  books  of  such  office  of the Administrative Agent with the
aggregate  of  the  amounts  made  available  to the Administrative Agent by the
Lenders in immediately available funds; provided that ABR Loans made to fund the
reimbursement  of  an  LC  Disbursement  as  provided in Section 2.3(e) shall be
remitted  by  the  Administrative  Agent  to  the  Issuing  Bank.

     SECTION 2.3          Letters of Credit.  (a) General.  Subject to the terms
and  conditions  set  forth  herein,  any Borrower may request the issuance of a
Letter  of  Credit,  for the account of such Borrower on the Closing Date and on
any Business Day thereafter not later than 5 Business Days prior to the Maturity
Date.  In  the  event  of  any inconsistency between the terms and conditions of
this  Agreement  and  the  terms  and conditions of any form of letter of credit
application or other agreement submitted by such Borrower to, or entered into by
such  Borrower  with,  the  Issuing  Bank relating to such Letter of Credit, the
terms  and  conditions  of  this  Agreement  shall  control.

     (b)     Notice of Issuance; Certain Conditions.  To request the issuance of
a  Letter  of  Credit,  a  Borrower  shall  deliver  to the Issuing Bank and the
Administrative  Agent  (at least three Business Days in advance of the requested
date  of  issuance,  unless otherwise agreed to with the Issuing Bank), a notice
requesting  the  issuance  of  such  Letter of Credit, the date of issuance, the
amount of such Letter of Credit, the name and address of the beneficiary thereof
and  such  other  information  as  shall  be necessary to prepare such Letter of
Credit,  accompanied  by  a  duly  completed  and  executed  letter  of  credit
application  in  the  Issuing Bank's standard form for such Letter of Credit.  A
Letter  of  Credit,  shall  be  issued only if (and upon issuance, the Borrowers
shall  be  deemed  to  represent  and warrant that), after giving effect to such
issuance,  (i)  the LC Exposure shall not exceed $250,000,000, (ii) no Letter of
Credit  shall  have a face amount in excess of $100,000,000, and (iii) the total
Investment  Commitment  Amounts  shall  not  exceed  the  total  Commitments.

     (c)     Expiration Date.  Each Letter of Credit shall expire not later than
five  Business  Days  prior  to  the  Maturity  Date.

     (d)     Participations.  By  the issuance of a Letter of Credit and without
any  further  action on the part of the Issuing Bank or the Lenders, the Issuing
Bank  hereby  grants  to  each  Lender, and each Lender hereby acquires from the
Issuing  Bank,  a  participation in such Letter of Credit equal to such Lender's
Loan  Percentage of the aggregate amount available to be drawn under such Letter
of  Credit.  In  consideration  and in furtherance of the foregoing, each Lender
hereby absolutely and unconditionally agrees to pay to the Administrative Agent,
for  the  account  of the Issuing Bank, such Lender's Loan Percentage of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrowers on the
date due as provided in Section 2.3(e), or of any reimbursement payment required
to  be  refunded  to the Borrowers for any reason.  Each Lender acknowledges and
agrees  that its obligation to acquire participations pursuant to this paragraph
in  respect of each Letter of Credit is absolute and unconditional and shall not
be  affected  by  any  circumstance  whatsoever,  including  the  occurrence and
continuance  of  a  Default  or reduction or termination of the Commitments, and
that  each such payment shall be made without any offset, abatement, withholding
or  reduction  whatsoever.


                                     PAGE   15
<PAGE>

     (e)     Reimbursement.  If  the Issuing Bank shall make any LC Disbursement
in  respect  of  a  Letter  of  Credit,  the  Borrowers  shall reimburse such LC
Disbursement  by  paying  to the Administrative Agent an amount equal to such LC
Disbursement not later than (a) 12:00 noon, New York, New York time, on the date
that  such  LC  Disbursement  is  made,  if  the  applicable Borrower shall have
received  notice of such LC Disbursement prior to 10:00 a.m., New York, New York
time,  one  Business  Day  prior to such date or (b) if such notice has not been
received  by  the  applicable Borrower prior to such time on such date, then not
later  than  12:00  noon, New York, New York time, two Business Days immediately
following  the  day that the Borrowers receive such notice; provided that, if an
Event  of  Default  set  forth  in  Article  7(g) shall not have occurred and be
continuing,  the  Borrowers shall be deemed to have requested in accordance with
Section  2.2  that  such  payment  be financed with an ABR Loan in an equivalent
amount  and,  to  the extent so financed, the Borrowers' obligation to make such
payment  shall  be  discharged  and  replaced by the resulting ABR Loan.  If the
Borrowers  fail  to  make  such payment when due, the Administrative Agent shall
notify  each Lender of the applicable LC Disbursement, the payment then due from
the  Borrowers  in  respect  thereof  and such Lender's Loan Percentage thereof.
Promptly  following  receipt  of  such  notice,  each  Lender  shall  pay  to
Administrative  Agent  its  Loan  Percentage  of  the  payment then due from the
Borrowers,  in  the  same manner as provided in Section 2.2 with respect to Term
Loans made by such Lender (and Section 2.2 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly
pay  to  the  Issuing  Bank  the  amounts  so  received  by it from the Lenders.
Promptly  following  receipt by the Administrative Agent of any payment from the
Borrowers  pursuant  to  this  Section  2.3(e),  the  Administrative Agent shall
distribute  such payment to the Issuing Bank or, to the extent that Lenders have
made  payments  pursuant  to  this Section 2.3(e) to reimburse the Issuing Bank,
then  to  such  Lenders  and the Issuing Bank as their interest may appear.  Any
payment  made  by  a  Lender  pursuant  to  this Section 2.3(e) to reimburse the
Issuing  Bank  for  any  LC Disbursement (other than the funding of ABR Loans as
contemplated  above)  shall not constitute a Term Loan and shall not relieve the
Borrowers  of  their  obligation  to  reimburse  such  LC  Disbursement.

     (f)     Obligations  Absolute.  The  Borrowers'  obligation to reimburse LC
Disbursements as provided in Section 2.3(e) shall be absolute, unconditional and
irrevocable,  and  shall  be  performed strictly in accordance with the terms of
this  Agreement  under any and all circumstances whatsoever and irrespective of:

     (i)     any  lack  of  validity  or enforceability of a Letter of Credit or
this  Agreement,  or  any  term  or  provision  therein;

     (ii)     any amendment or waiver of or any consent to departure from all or
any  of  the  provisions  of  a  Letter  of  Credit  or  this  Agreement;

     (iii)     the  existence  of any claim, setoff, defense or other right that
any  Borrower,  or any other Person may at any time have against the beneficiary
under  a  Letter  of  Credit,  the Issuing Bank, the Administrative Agent or any
Lender  or  any  other  Person, whether in connection with this Agreement or any
other  related  or  unrelated  agreement  or  transaction;


                                     PAGE   16
<PAGE>

     (iv)     any  draft  or  other  document presented under a Letter of Credit
proving  to  be  forged,  fraudulent  or invalid in any respect or any statement
therein  being  untrue  or  inaccurate  in  any  respect;  and

     (v)     any  other  act  or  omission  to  act  or delay of any kind of the
Issuing  Bank,  the Lenders, the Administrative Agent or any other Person or any
other  event  or  circumstance  whatsoever, whether or not similar to any of the
foregoing, that might but for the provisions of this Section, constitute a legal
or  equitable  discharge  of  any  Borrower's  obligations  hereunder.

Neither  the  Administrative Agent, the Lenders nor the Issuing Bank, nor any of
their  Related  Parties, shall have any liability or responsibility by reason of
or  in  connection  with  the  issuance or transfer of a Letter of Credit or any
payment  or  failure  to  make  any  payment  thereunder,  including  any of the
circumstances  specified in clauses (i) through (v) above, as well as any error,
omission,  interruption, loss or delay in transmission or delivery of any draft,
notice or other communication under or relating to a Letter of Credit (including
any document required to make a drawing thereunder), any error in interpretation
of  technical terms or any consequence arising from causes beyond the control of
the  Issuing  Bank; provided that the foregoing shall not be construed to excuse
the  Issuing  Bank  from  liability to the Borrowers to the extent of any direct
damages  (as  opposed  to  consequential damages, claims in respect of which are
hereby  waived  by  each  of the Borrowers to the extent permitted by applicable
law)  suffered  by any Borrower that are caused by the Issuing Bank's failure to
exercise the agreed standard of care (as set forth below) in determining whether
drafts  and  other  documents presented under a Letter of Credit comply with the
terms  thereof.  The  parties hereto expressly agree that the Issuing Bank shall
have exercised the agreed standard of care in the absence of gross negligence or
willful  misconduct  on  the  part  of  the  Issuing Bank.  Without limiting the
generality  of  the foregoing, it is understood that the Issuing Bank may accept
documents  that  appear  on  their face to be in substantial compliance with the
terms  of  a Letter of Credit, without responsibility for further investigation,
and may make payment upon presentation of documents that appear on their face to
be  in  substantial compliance with the terms of such Letter of Credit; provided
that  the  Issuing  Bank  shall have the right, in its reasonable discretion, to
decline  to accept such documents and to make such payment if such documents are
not  in  strict  compliance  with  the  terms  of  such  Letter  of  Credit.

     (g)     Disbursement  Procedures.  The  Issuing  Bank  shall,  promptly
following  its  receipt thereof, examine all documents purporting to represent a
demand for payment under each Letter of Credit.  The Issuing Bank shall promptly
notify  the  Administrative  Agent  and  the  applicable  Borrower  by telephone
(confirmed  by telecopy) of such demand for payment and whether the Issuing Bank
has  made  or will make an LC Disbursement thereunder; provided that any failure
to  give or delay in giving such notice shall not relieve the Borrowers of their
obligation  to  reimburse  the  Issuing Bank and the Lenders with respect to any
such  LC  Disbursement.

     (h)     Interim  Interest.  If  the  Issuing  Bank  shall  make  any  LC
Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in
full  on  the date such LC Disbursement is made, the unpaid amount thereof shall
bear  interest, for each day from and including the date such LC Disbursement is
made  to  but  excluding  the  date  that  the  Borrowers  reimburses  such  LC
Disbursement,  at  the  rate  per  annum  then  applicable  to  ABR  Loans;


                                     PAGE   17
<PAGE>

provided, that, if the Borrowers fail to reimburse such LC Disbursement when due
pursuant  to  Section 2.3(e), then Section 2.9(c) shall apply.  Interest accrued
pursuant  to this paragraph shall be for the account of the Issuing Bank, except
that interest accrued on and after the date of payment by any Lender pursuant to
Section  2.3(e)  to  reimburse the Issuing Bank shall be for the account of such
Lender  to  the  extent  of  such  payment.

     (i)     Replacement  of the Issuing Bank.  The Issuing Bank may be replaced
at  any time by written agreement among the Borrowers, the Administrative Agent,
and  the  successor  Issuing  Bank.  The  Administrative  Agent shall notify the
Lenders  of  any  such  replacement  of  the Issuing Bank.  At the time any such
replacement shall become effective, the applicable Borrower shall pay all unpaid
fees  accrued  for  the account of the replaced Issuing Bank pursuant to Section
2.10.  From  and  after  the  effective  date  of  any such replacement, (i) the
successor  Issuing Bank shall have all the rights and obligations of the Issuing
Bank  under  this  Agreement  with  respect to any Letter of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and  all  previous  Issuing  Banks,  as  the  context  shall require.  After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a  party  hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to any Letter of Credit issued by
it  prior  to  such  replacement.

     SECTION  2.4          Repayment  of Loans; Evidence of Debt; etc.  (a)  The
Borrowers  hereby unconditionally promise to pay to the Administrative Agent for
the account of each Lender the then unpaid principal amount of the Term Loans of
such  Lender  on the Maturity Date (or such earlier date on which the Term Loans
shall  become  due  and  payable  pursuant  to  Article  7).

     (b)     Each Lender shall maintain in accordance with its usual practice an
account  or  accounts  evidencing  indebtedness  of each Borrower to such Lender
resulting  from  the  Term Loans of such Lender from time to time, including the
amounts  of  principal and interest payable and paid to such Lender from time to
time  under  this  Agreement.

     (c)     The  Administrative  Agent  shall maintain the Register pursuant to
Section  9.4(c),  and  a  subaccount  therein for each Lender, in which shall be
recorded  (i)  the  amount of each Term Loan made hereunder, including each Term
Loan  evidenced  by  a  Note,  the applicable Borrower and Type thereof and each
Interest Period applicable thereto, (ii) the amount of any principal or interest
due  and  payable  or to become due and payable from the respective Borrowers to
each  Lender  hereunder  and  (iii)  both  the amount of any sum received by the
Administrative  Agent  hereunder  from  the  various Borrowers and each Lender's
share  thereof.

     (d)     The  entries  made  in the Register and the accounts of each Lender
maintained  pursuant  to  Section  2.4(b)  shall,  to  the  extent  permitted by
applicable  law,  be  prima  facie  evidence of the existence and amounts of the
obligations  of the Borrowers therein recorded, absent manifest error; provided,
however,  that the failure of any Lender or the Administrative Agent to maintain
the  Register or any such account, or any error therein, shall not in any manner
affect  the  obligation of the Borrowers to repay (with applicable interest) the
Term  Loans made to the Borrowers by such Lender in accordance with the terms of
this  Agreement.


                                     PAGE   18
<PAGE>

     (e)     Each  Borrower  hereby  agrees  that,  upon  the  request  to  the
Administrative  Agent  by  any Lender, such Borrower will execute and deliver to
such Lender a promissory note of such Borrower evidencing the Term Loans of such
Lender,  substantially  in the form of Exhibit H, with appropriate insertions as
to  date  and  principal  amount  (a  "Note").

     SECTION  2.5          Termination and Reduction of Commitments.  (a) Unless
previously  terminated  by  the Borrowers in accordance with this Agreement, the
Commitments  shall  terminate  on  the  Maturity  Date.

     (b)     The  Borrowers  may  at  any  time  terminate, or from time to time
reduce,  the  Commitments;  provided  that (i) each reduction of the Commitments
shall  be  in  an amount that is an integral multiple of $1,000,000 and not less
than  $1,000,000  and  (ii)  the  Borrowers  shall  not  terminate or reduce the
Commitments  if,  after  giving  effect to any concurrent prepayment of the Term
Loans  in  accordance  with  Section  2.6, the sum of the Credit Exposures would
exceed  the  total  Commitments.

     (c)     The Borrowers shall notify the Administrative Agent of any election
to  terminate  or  reduce  the  Commitments  under Section 2.5(b) at least three
Business  Days  prior  to  the  effective date of such termination or reduction,
specifying  such  election  and  the effective date thereof.  Promptly following
receipt  of any notice, the Administrative Agent shall advise the Lenders of the
contents  thereof.  Each notice delivered by a Borrower pursuant to this Section
2.5(c)  shall  be  irrevocable;  provided  that  a  notice of termination of the
Commitments  delivered  by  a Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may
be  revoked  by such Borrower (by notice to the Administrative Agent on or prior
to  the  specified  effective  date)  if  such  condition is not satisfied.  Any
termination  or reduction of the Commitments shall be permanent.  Each reduction
of  the  Commitments  shall be made ratably among the Lenders in accordance with
their  respective  Commitments.

     SECTION  2.6          Prepayments.  (a)  The  Borrowers may at any time and
from time to time prepay the Term Loans, in whole or in part, without premium or
penalty,  upon  irrevocable  notice  (including  telephonic  notice confirmed in
writing)  delivered  to  the  Administrative  Agent at least three Business Days
prior  thereto  in  the  case  of Eurodollar Loans and at least one Business Day
prior  thereto in the case of ABR Loans, which notice shall specify the date and
amount  of  prepayment  and  whether  the prepayment is of Eurodollar Loans, ABR
Loans  or  a  combination  thereof, and, if of a combination thereof, the amount
allocable  to  each;  provided  that, if a Eurodollar Loan is prepaid on any day
other than the last day of the Interest Period applicable thereto, the Borrowers
shall  also pay any amounts owing pursuant to Section 2.15.  Upon receipt of any
such notice, the Administrative Agent shall promptly notify each Lender thereof.
If  any such notice is given, the amount specified in such notice, together with
accrued  interest  thereon,  shall  be  due  and  payable  on the date specified
therein;  provided that, if a notice of prepayment is given in connection with a
conditional  notice of termination of the Commitments as contemplated by Section
2.5,  then such notice of prepayment may be revoked if such notice is revoked in
accordance  with  Section  2.5.

     (b)     If  any  Capital  Stock  shall  be  issued  by,  or  any  capital
contribution  shall  be  made  to, any Borrower, any Indirect Co-Investor or any
Investment  Party  (other  than  with  respect  to  an

                                     PAGE   19
<PAGE>

Investment  in  a  New  Portfolio  Company  and  other  than with respect to any
Co-Investment)  or  if  any Borrower, any Indirect Co-Investor or any Investment
Party (other than a New Portfolio Company and other than ratably with respect to
any  Co-Investment)  receives  any  Restricted  Payment,  100%  of  the net cash
proceeds  thereof  received  by  such  Borrower or Indirect Co-Investor shall be
applied toward the prepayment in full of the Term Loans, second, to repay all LC
Disbursements  and third, to cash collateralize any outstanding Letter of Credit
on  terms  reasonably satisfactory to the Administrative Agent.  All prepayments
made  by  a  Borrower or an Indirect Co-Investor in accordance with this Section
2.6(b)  shall  result  in  a  pro  rata  reduction  of  the  Commitments.

     (c)     Upon  any  sale,  assignment,  conveyance,  transfer  or  other
disposition  (in  whole or in part) of any outstanding interest in a Borrower or
in  an  Indirect  Co-Investor  (other  than  any  sale,  assignment, conveyance,
transfer  or other disposition by a Co-Investor to any other Co-Investor) or any
outstanding interest of a Borrower or any Indirect Co-Investor in any Investment
Party  or  a  New  Portfolio Company, 100% of the net cash proceeds (taking into
account  any  necessary  escrows)  thereof  received  by  such  Borrower or such
Indirect  Co-Investor  (less  the ratable interest of any Co-Investors) shall be
applied  on  the  date  thereof  first toward the prepayment in full of the Term
Loans,  together  with  accrued  interest  thereon,  second,  to  repay  all  LC
Disbursements  and third, to cash collateralize any outstanding Letter of Credit
on terms reasonably satisfactory to the Administrative Agent; provided, however,
if Borrower or any Investment Party shall sell, transfer or otherwise dispose of
"margin  stock"  as  such  term is defined in Regulation U of the Board, the net
proceeds  from such sale shall be held by the Borrower or such Investment Party,
as  the  case  may  be,  in  cash or marketable direct obligations issued by, or
unconditionally  guaranteed  by,  the  United  States  Government maturing on or
within  one  year  from the date of such sale until the Maturity Date; provided,
further,  that  in  the  event  that  an  interest  in a Borrower or an Indirect
Co-Investor,  or  the  interest  of  a  Borrower  or Indirect Co-Investor in any
Investment  Party  or  New  Portfolio Company which shall not constitute "margin
stock"  shall  be  sold  for  more than the cost of the Investments held by such
Borrower,  Indirect  Co-Investor,  Investment  Party  or  New  Portfolio Company
(including,  without  limitation,  any  interest and fees relating thereto), the
amount  of  net  cash  proceeds  in  excess of such cost shall be held in a cash
collateral  account  in  the name and under the sole dominion and control of the
Administrative Agent as security for the Obligations.  All prepayments made by a
Borrower  in  accordance  with  this  Section  2.6(c) shall result in a pro rata
reduction  of  the  Commitments.

     (d)     The application of any prepayment pursuant to paragraphs (b) or (c)
of  this  Section  2.6 shall be made first to ABR Loans and second to Eurodollar
Loans.  Amounts  prepaid  on  account  of  the Term Loans may not be reborrowed.

     (e)     Notwithstanding  anything  to the contrary contained herein, in the
event  that a Borrower would incur costs pursuant to Section 2.15 as a result of
any  payment  due  as  a  result  of  any prepayment to be made pursuant to this
Section  2.6,  such  Borrower,  at  its  option,  may deposit the amount of such
payment  with the Administrative Agent, for the benefit of the Lenders who would
have  received  such  payment, in a cash collateral account until the end of the
applicable  Interest  Period  at  which  time  such payment shall be made.  Each
Borrower  hereby  grants  to  the  Administrative Agent, for the benefit of such
Lenders,  a  security  interest  in  all  amounts in which such Borrower has any
right,  title  or  interest  which  are  from  time  to  time  on

                                     PAGE   20
<PAGE>

deposit  in  such cash collateral account and expressly waives all rights (which
rights  the Borrowers hereby acknowledge and agree are vested exclusively in the
Administrative  Agent)  to  exercise  dominion or control over any such amounts.

     SECTION 2.7          Conversion and Continuation Options.  (a) Any Borrower
may  elect  from  time  to  time to convert its Eurodollar Loans to ABR Loans by
giving  the  Administrative  Agent at least one Business Day's prior irrevocable
notice of such election, provided that if such conversion of Eurodollar Loans is
made other than on the last day of an Interest Period with respect thereto, then
such  Borrower  shall  pay the Lenders any amounts due pursuant to Section 2.15.
Any  Borrower may elect from time to time to convert its ABR Loans to Eurodollar
Loans  by  giving  the  Administrative Agent at least three Business Days' prior
irrevocable  notice  of  such election (which notice shall specify the length of
the  initial  Interest  Period  therefor),  provided  that  no  ABR  Loan may be
converted  into a Eurodollar Loan when (i) any Event of Default has occurred and
is  continuing  and  (ii)  the Administrative Agent or the Required Lenders have
determined in its or their reasonable discretion not to permit such conversions.
Upon  receipt  of any such notice the Administrative Agent shall promptly notify
each  Lender  thereof.

     (b)     Any Eurodollar Loan may be continued as such upon the expiration of
the  then  current  Interest  Period  with  respect  thereto  by  the  giving of
irrevocable  notice  by  the applicable Borrower to the Administrative Agent, in
accordance  with  the  applicable  provisions  of the term "Interest Period" set
forth in Section 1.1, of the length of the next Interest Period to be applicable
to  such  Loans,  provided that no Eurodollar Loan may be continued as such when
any Event of Default has occurred and is continuing and the Administrative Agent
has  or  the  Required  Lenders  have  determined  in  its  or  their reasonable
discretion  not to permit such continuations, and provided, further, that if any
Borrower  shall  fail  to  give  any  required notice as described above in this
paragraph  or  if  such  continuation is not permitted pursuant to the preceding
proviso such Loans shall be automatically converted to ABR Loans on the last day
of  such  then  expiring  Interest  Period.  Upon receipt of any such notice the
Administrative  Agent  shall  promptly  notify  each  Lender  thereof.

     SECTION  2.8          Minimum  Amounts  and  Maximum  Number  of  Tranches.
Notwithstanding  anything  to  the  contrary  in this Agreement, all borrowings,
conversions,  continuations  and  optional  prepayments  of  Eurodollar  Loans
hereunder  and  all selections of Interest Periods hereunder shall be in minimum
amounts  of $5,000,000 and incremental amounts of $500,000 in excess thereof and
shall be made pursuant to such elections so that, after giving effect thereto no
more  than  ten  Eurodollar  Tranches  shall  be  outstanding  at  any one time.

     SECTION  2.9          Interest.  (a)  Each  Eurodollar  Loan  shall  bear
interest for each day during each Interest Period with respect thereto at a rate
per  annum  equal  to  the  Eurodollar  Rate  determined  for  such day plus the
Applicable  Margin.

     (b)     Each  ABR Loan shall bear interest at a rate per annum equal to the
Alternate  Base  Rate  plus  the  Applicable  Margin.

     (c)     If all or a portion of (i) any principal of any Term Loan, (ii) any
interest payable thereon or (iii) any Fees or any other amount payable hereunder
(including  LC  Disbursements)

                                     PAGE   21
<PAGE>

shall  not  be paid when due (whether at the stated maturity, by acceleration or
otherwise),  the principal of the Term Loans and any such overdue interest, Fees
or other amount shall bear interest at a rate per annum which is (x) in the case
of  principal,  the  rate that would otherwise be applicable thereto pursuant to
the  foregoing  provisions of this Section 2.9 plus 2% or (y) in the case of any
such  overdue  interest,  Fees  or other amount, the rate in effect at such time
pursuant  to  paragraph  (b)  of this Section 2.9 plus 2%, in each case from the
date  of  such non-payment until such overdue principal, interest, Fees or other
amount  is  paid  in  full  (before  as  well  as  after receipt of a judgment).

     (d)     Interest  shall be payable in arrears on each Interest Payment Date
and the Maturity Date, provided that interest accruing pursuant to paragraph (c)
of  this  Section  2.9  shall  be  payable  from  time  to  time  on  demand.

     (e)     Whenever  it is calculated on the basis of the Prime Rate, interest
shall  be  calculated  on  the basis of a 365- (or 366-, as the case may be) day
year  for  the actual days elapsed; and, otherwise, interest shall be calculated
on  the basis of a 360-day year for the actual days elapsed.  The Administrative
Agent  shall  as  soon  as  practicable  notify  the applicable Borrower and the
Lenders  of each determination of a Eurodollar Rate.  Any change in the interest
rate  on  a  Term  Loan resulting from a change in the Alternate Base Rate shall
become  effective  as of the opening of business on the day on which such change
becomes effective.  The Administrative Agent shall as soon as practicable notify
the  applicable Borrower and the Lenders of the effective date and the amount of
each  such  change  in  interest  rate.

     (f)     Each  determination of an interest rate by the Administrative Agent
pursuant  to  any provision of this Agreement shall be conclusive and binding on
the  Borrowers  and  the  Lenders  in  the  absence  of  manifest  error.  The
Administrative  Agent  shall,  at  the  request of any Borrower, deliver to such
Borrower  a statement showing the quotations used by the Administrative Agent in
determining  any  interest  rate  in  respect  of  its  Eurodollar  Loan.

     SECTION  2.10     Fees.  (a)  The  Borrowers  agree  to  pay  to  the
Administrative  Agent,  for  the  account  of  each  Lender,  a funding fee (the
"Funding  Fee")  equal  to (i) 1.0% of each Term Loan made to fund an Investment
(and  not  for  the payment of interest and fees) (each borrowing of such a Term
Loan,  an  "Investment  Term  Loan"), payable on the date of the funding of each
such  Investment  Term  Loan,  plus  (ii) 0.5% of the outstanding amount of each
Investment  Term  Loan  on  the  seven  month anniversary of the funding of such
Investment  Term  Loan,  plus  (iii)  0.5%  of  the  outstanding  amount of each
Investment  Term  Loan  on  the  nine  month  anniversary of the funding of such
Investment  Term Loan and (iv) 1.0% of the outstanding amount of each Investment
Term Loan on the eleven month anniversary of the funding of such Investment Term
Loan.  Each  Funding  Fee in respect of an Investment Term Loan shall be payable
on  the  borrowing  date of such Investment Term Loan and on the seven, nine and
eleven  month  anniversaries of the borrowing date of such Investment Term Loan.

     (b)     The  Borrowers  agree  to  pay to the Administrative Agent, for the
account  of each Lender, a ticking fee (the "Ticking Fee") in the amount of 0.5%
per  annum  on  the  average  daily  amount  of  the Available Excess Investment
Commitment  Amount,  which  shall be paid by the Borrowers to the Administrative
Agent  on  June  30,  2000  and  the  Maturity  Date  (or  if  this


                                     PAGE   22
<PAGE>

Agreement  is  terminated prior to the Maturity Date, the date this Agreement is
terminated),  respectively.

     (c)     Each  Borrower  shall  pay  to  the  Administrative  Agent, for the
account  of the Issuing Bank and the Lenders, a letter of credit commission with
respect  to  each Letter of Credit issued for its account, in an amount equal to
the Applicable Margin with respect to Eurodollar Loans on the average daily face
amount  of  such Letter of Credit, payable quarterly in arrears on each Interest
Payment  Date  and  on  the  Maturity  Date.  A portion of such letter of credit
commission  equal  to  0.125% of the average daily face amount of the Letters of
Credit  shall  be  payable  to  the  Issuing  Bank  for its own account, and the
remaining  portion  of  such letter of credit commission shall be payable to the
Issuing  Bank and the Lenders to be shared ratably among them in accordance with
their  respective  Loan  Percentages.

     (d)     For purposes of calculating the fees payable by the Borrowers under
this  Section  2.10,  all  prepayments  or repayments of the Term Loans shall be
treated  as being paid in the order such Term Loans were made from and after the
Closing  Date  irrespective  of  the  Borrower  thereof.

     SECTION  2.11     Inability  to  Determine  Interest Rate.  If prior to the
first  day  of  any  Interest  Period  (or  during  any  Interest  Period):

     (a)     the  Administrative  Agent  shall  have  determined  (which
determination, in the absence of manifest error, shall be conclusive and binding
upon  the  Borrowers)  that,  by  reason of circumstances affecting the relevant
market,  adequate  and  reasonable  means  do  not  exist  for  ascertaining the
Eurodollar  Rate  for  such  Interest  Period,  or

     (b)     the  Administrative  Agent  shall  have  received  notice  from the
Required  Lenders  that  the  Eurodollar Rate determined or to be determined for
such  Interest  Period  will  not adequately and fairly reflect the cost to such
Lenders  (as  conclusively  certified  by such Lenders) of making or maintaining
their  Term  Loans  during  such  Interest  Period,

the  Administrative  Agent  shall  give telecopy or telephonic notice thereof to
each Borrower and the Lenders as soon as practicable thereafter.  If such notice
is  given (i) any Eurodollar Loans requested to be made on the first day of such
Interest  Period  shall  be  made as ABR Loans, (ii) any Term Loans that were to
have been converted on the first day of such Interest Period to Eurodollar Loans
shall be continued as ABR Loans and (iii) any outstanding Eurodollar Loans shall
be  converted  to  ABR  Loans  on the last day of the Interest Period applicable
thereto.  Until  such  notice  has  been  withdrawn  by the Administrative Agent
(which  the  Administrative  Agent  agrees  to  do  when  the circumstances that
prompted  the  delivery  of  such notice no longer exist), no further Eurodollar
Loans  shall be made or continued as such, nor shall any Borrower have the right
to  convert  ABR  Loans  to  Eurodollar  Loans.

     SECTION  2.12     Pro  Rata  Treatment  and  Payments.  (a)  Each  payment
(including  each  prepayment)  by  a  Borrower  on  account  of principal of and
interest  on, and fees with respect to, the Term Loans and the Letters of Credit
shall be made pro rata according to the respective outstanding principal amounts
of  the Term Loans then held by the Lenders or Issuing Bank, as the case may be.


                                     PAGE   23
<PAGE>

     (b)     All  payments  (including  prepayments)  to  be  made by a Borrower
hereunder, whether on account of principal, interest or otherwise, shall be made
without  setoff or counterclaim and shall be made prior to 12:00 Noon, New York,
New  York  time,  on  the  due date thereof to the Administrative Agent, for the
account  of  the  Lenders,  at  the  Administrative  Agent's office specified in
Section  9.1, in dollars and in immediately available funds.  The Administrative
Agent  shall  distribute  such  payments to the Lenders promptly upon receipt in
like  funds  as received.  If any payment hereunder becomes due and payable on a
day  other  than  a  Business  Day,  such  payment shall be extended to the next
succeeding  Business  Day (except, in the case of Eurodollar Loans, as otherwise
provided  in clause (i) of the definition of "Interest Period").  In the case of
any  extension  of  any payment of principal pursuant to the preceding sentence,
interest  thereon  shall  be  payable  at  the  then applicable rate during such
extension.

     (c)     Notwithstanding  that  a  Lender  (a  "Non-Funding Lender") has (x)
failed  to  make  a  Term  Loan  required  to  be  made by it hereunder, and the
Administrative  Agent has determined that such Lender is not likely to make such
Term  Loan  or (y) given notice to any Borrower or the Administrative Agent that
it  will  not  make,  or that it has disaffirmed or repudiated any obligation to
make, any Term Loans, in each case, by reason of the provisions of the Financial
Institutions  Reform,  Recovery  and  Enforcement  Act of 1989 or otherwise, any
payment  made on account of the principal of the Term Loans outstanding shall be
made  pro rata according to the respective outstanding principal amounts of such
Term  Loans; and any payment made on account of interest on the Term Loans shall
be  made  pro  rata  according  to  the respective amounts of accrued and unpaid
interest  and/or  fees  due and payable on such Term Loans with respect to which
such  payment  is  being  made.  The  Borrowers agree to give the Administrative
Agent  such assistance in making any determination pursuant to this paragraph as
the  Administrative Agent may reasonably request.  Any such determination by the
Administrative  Agent  shall  be  conclusive  and  binding  on  the  Lenders.

     SECTION  2.13     Requirements  of  Law.  (a)  If  the  adoption  of or any
change in any Requirement of Law or in the interpretation or application thereof
or  compliance  by  any Lender or the Issuing Bank with any request or directive
(whether  or  not  having  the  force  of  law)  from  any central bank or other
Governmental  Authority  made  subsequent  to  the  date  hereof:

     (i)     shall subject any Lender or the Issuing Bank to any tax of any kind
whatsoever  with  respect  to  this  Agreement,  any  Letter  of  Credit  or any
Eurodollar  Loan made by it, or change the basis of taxation of payments to such
Lender  or Issuing Bank in respect thereof (except Non-Excluded Taxes covered by
Section  2.14, the establishment of a tax based on the net income of such Lender
or  Issuing Bank and changes in the rate of tax on the net income of such Lender
or  Issuing  Bank);

     (ii)     shall  impose,  modify  or  hold  applicable  any reserve, special
deposit, compulsory loan or similar requirement against assets held by, deposits
or  other  liabilities  in  or  for  the  account  of,  advances, loans or other
extensions  of  credit  by,  or any other acquisition of funds by, any office of
such  Lender  which  is  not  otherwise  included  in  the  determination of the
Eurodollar Rate hereunder or on any Issuing Lender with respect to any Letter of
Credit;  or


                                     PAGE   24
<PAGE>

     (iii)     shall  impose on such Lender or Issuing Bank any other condition;

and the result of any of the foregoing is to increase the cost to such Lender or
Issuing  Bank,  by  an  amount  which  such  Lender  or Issuing Bank deems to be
material, of making, converting into, continuing or maintaining Eurodollar Loans
or  to  increase  the  cost  to such Lender or Issuing Bank of participating in,
issuing  or  maintaining  Letters  of Credit, or to reduce any amount receivable
hereunder  in  respect  thereof, then, in any such case, the applicable Borrower
shall promptly pay such Lender or the Issuing Bank, as the case may be, upon its
demand,  any  additional  amounts necessary to compensate such Lender or Issuing
Bank  for  such  increased  cost  or  reduced  amount receivable.  If a Borrower
notifies  the  Administrative  Agent  within five Business Days after any Lender
notifies  such  Borrower  of  any  increased  cost  pursuant  to  the  foregoing
provisions  of  this  Section  2.13(a),  such Borrower may covert all Eurodollar
Loans  of such Lender then outstanding into ABR Loans in accordance with Section
2.7  and  shall,  additionally, reimburse such Lender for any cost in accordance
with  Section  2.15.

     (b)     If  any  Lender  or the Issuing Bank shall have determined that the
adoption  of  or any change in any Requirement of Law regarding capital adequacy
or  in the interpretation or application thereof or compliance by such Lender or
Issuing Bank or any corporation controlling such Lender or Issuing Bank with any
request or directive regarding capital adequacy (whether or not having the force
of law) from any Governmental Authority made subsequent to the date hereof shall
have  the  effect  of reducing the rate of return on such Lender's, such Issuing
Bank's  or  such  corporation's  capital  as  a  consequence  of its obligations
hereunder  to  a  level  below that which such Lender, such Issuing Bank or such
corporation  could  have  achieved  but  for such adoption, change or compliance
(taking  into  consideration  such  Lender's or such corporation's policies with
respect  to capital adequacy) by an amount deemed by such Lender or Issuing Bank
to  be  material,  then  from  time  to time, after submission by such Lender or
Issuing  Bank  to  the  Borrowers  through the Administrative Agent of a written
request  therefor,  the  Borrowers shall pay to such Lender or Issuing Bank such
additional  amount or amounts as will compensate such Lender or Issuing Bank for
such  reduction.

     (c)     A certificate as to any additional amounts payable pursuant to this
Section 2.13 showing in reasonable detail the calculation thereof and certifying
that  it  is generally charging such costs to other similarly situated borrowers
under  similar  credit facilities submitted by any Lender or Issuing Bank to the
Borrowers through the Administrative Agent shall be conclusive in the absence of
manifest error, provided that the determination of such amounts shall be made in
good faith in a manner generally consistent with such Lender's or Issuing Bank's
standard  practices.  The  obligations of the Borrowers pursuant to this Section
2.13 shall survive the termination of this Agreement and the payment of the Term
Loans  and  all  other  amounts  payable  hereunder  for a period of nine months
thereafter.  If  any  Lender  becomes  entitled  to claim any additional amounts
pursuant to this Section 2.13, it shall promptly (and in any event no later than
90  days  after  such  Lender  becomes  entitled  to make such claim) notify the
Borrowers  through  the  Administrative Agent of the event by reason of which it
has  become  so  entitled.

     SECTION  2.14     Taxes.  (a) All payments made by the Borrowers under this
Agreement, except as provided in this Section 2.14, shall be made free and clear
of,  and  without  deduction or withholding for or on account of, any present or
future  income,  stamp  or  other taxes, levies, imposts, duties, charges, fees,
deductions  or  withholdings,  now  or  hereafter

                                     PAGE   25
<PAGE>

imposed,  levied, collected, withheld or assessed by any Governmental Authority,
excluding  net  income  taxes and franchise taxes (imposed in lieu of net income
taxes)  imposed  on  the  Administrative  Agent  or  any Lender as a result of a
present or former connection between the Administrative Agent or such Lender and
the  jurisdiction  of  the  Governmental  Authority  imposing  such  tax  or any
political  subdivision  or  taxing  authority thereof or therein (other than any
such  connection  arising  solely  from  the Administrative Agent or such Lender
having  executed,  delivered  or performed its obligations or received a payment
under,  or  enforced,  this  Agreement or any other Loan Document).  If any such
non-excluded  taxes,  levies,  imposts,  duties,  charges,  fees,  deductions or
withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts
payable  to  the  Administrative  Agent  or any Lender hereunder, the amounts so
payable  to  the  Administrative  Agent or such Lender shall be increased to the
extent  necessary  to  yield  to  the Administrative Agent or such Lender (after
payment  of  all  Non-Excluded Taxes) interest or any such other amounts payable
hereunder  at the rates or in the amounts specified in this Agreement, provided,
however,  that  the Borrowers shall not be required to increase any such amounts
payable  to  any  Lender  with  respect  to  any Non-Excluded Taxes (i) that are
attributable  to  such  Lender's failure to comply with the requirements of this
Section,  (ii)  that  are  United  States  withholding  taxes imposed on amounts
payable to such Lender at the time the Lender becomes a party to this Agreement,
or  (iii)  that  are  United  States withholding taxes imposed as a result of an
event  occurring  after the date the Lender becomes a Lender other than a change
in  law  (including  any income tax treaty) or regulation or the introduction of
any  law  or  regulation  or a change in interpretation or administration of any
law.  Whenever  any Non-Excluded Taxes are payable by a Borrower, as promptly as
possible  thereafter  such Borrower paying such Non-Excluded Taxes shall send to
the  Administrative Agent for its own account or for the account of such Lender,
as the case may be, a certified copy of an original official receipt received by
such  Borrower  showing  payment  thereof.  If  the  Borrowers  fail  to pay any
Non-Excluded  Taxes  when  due  to  the appropriate taxing authority or fails to
remit  to  the  Administrative  Agent  the  required  receipts or other required
documentary evidence, the Borrowers shall indemnify the Administrative Agent and
the  Lenders  for  any  incremental taxes, interest or penalties that may become
payable  by  the  Administrative  Agent  or  any  Lender as a result of any such
failure.  The  agreements  in this Section 2.14 shall survive the termination of
this  Agreement  and  the  payment  of  the  Loans and all other amounts payable
hereunder  for  a  period  of  nine  months  thereafter.

     (b)     Each  Lender  (or  Transferee)  that  is  not a person described in
Section  7701(a)(30)  of  the  Code  (a  "Non-U.S. Lender") shall deliver to the
Borrowers and the Administrative Agent (or, in the case of a Participant, to the
Lender  from  which  the  related  participation  shall have been purchased) two
copies  of  either U.S. Internal Revenue Service Form W-8BEN or Form W-8ECI, or,
in  the  case  of  a  Non-U.S.  Lender  claiming  exemption  from  U.S.  federal
withholding  tax  under  Section  871(h)  or  881(c) of the Code with respect to
payments  of  "portfolio  interest",  a  Form W-8BEN, or any subsequent versions
thereof  or  successors  thereto  and  an annual certificate representing, under
penalty  of  perjury,  that such Non-U.S. Lender is not a "bank" for purposes of
Section  881(c) of the Code, is not a 10-percent shareholder (within the meaning
of  Section  871(h)(3)(B)  of  the Code) of any Borrower and is not a controlled
foreign  corporation  related  to  the  Borrowers (within the meaning of Section
864(d)(4)  of  the  Code), properly completed and duly executed by such Non-U.S.
Lender  claiming  complete  exemption  from,  or a reduced rate of, U.S. federal
withholding  tax  on  all payments by the Borrowers under this Agreement and the
other  Loan  Documents.  Such  forms  shall  be  delivered  by  each  Non-U.S.


                                     PAGE   26
<PAGE>

Lender  on  or  before the date it becomes a party to this Agreement (or, in the
case  of  any  Participant, on or before the date such Participant purchases the
related  participation).  In  addition,  each Non-U.S. Lender shall deliver such
forms  on  or  before  the  expiration  or  obsolescence  and  promptly upon the
invalidity  of  any  form previously delivered by such Non-U.S. Lender and after
the  occurrence  of  any  event requiring a change in the most recently provided
form  and,  if  necessary, obtain any extensions of time reasonably requested by
any  Borrower  or the Administrative Agent for filing and completing such forms.
Each  Non-U.S.  Lender  agrees,  to  the  extent legally entitled to do so, upon
reasonable request by any Borrower, to provide to such Borrower (for the benefit
of  the  Borrowers  and  the  Administrative  Agent)  such other forms as may be
reasonably  required  in order to establish the legal entitlement of such Lender
to an exemption from withholding with respect to payments of interest under this
Agreement  or  the  other  Loan  Documents,  provided  that  in  determining the
reasonableness  of such a request, such Lender shall be entitled to consider the
cost  of  complying  with  such  request  (to  the  extent  unreimbursed  by the
Borrowers)  that  would  be  imposed on such Lender.  Each Non-U.S. Lender shall
promptly  notify the Borrowers at any time it determines that it is no longer in
a  position  to provide any previously delivered certificate to any Borrower (or
any  other form of certification adopted by the U.S. taxing authorities for such
purpose).  Notwithstanding  any  other  provision  of  this  Section  2.14(b), a
Non-U.S.  Lender  shall  not  be  required  to deliver any form pursuant to this
Section  2.14(b)  that  such  Non-U.S.  Lender  is  not legally able to deliver.

     (c)     If  the  Administrative  Agent  or  any Lender receives a refund in
respect  of  Non-Excluded  Taxes  paid  by any Borrower, which in the good faith
judgment of such Lender is allocable to such payment, it shall promptly pay such
refund, together with any other amounts paid by the Borrowers in connection with
such  refunded  Non-Excluded  Taxes,  to the Borrowers, net of all out-of-pocket
expenses  of  such  Lender incurred in obtaining such refund, provided, however,
that  each  Borrower agrees to promptly return such refund to the Administrative
Agent  or  the applicable Lender, as the case may be, if it receives notice from
the  Administrative Agent or applicable Lender that such Administrative Agent or
Lender  is  required  to  repay  such  refund.

     SECTION  2.15     Indemnity.  Each Borrower agrees to indemnify each Lender
and  to  hold  each  Lender harmless from any loss (excluding loss of profit) or
expense  which  such Lender may sustain or incur as a consequence of (a) default
by  any  Borrower  in  making a borrowing of, conversion into or continuation of
Eurodollar  Loans  after such Borrower has given a notice requesting the same in
accordance with the provisions of this Agreement, (b) default by any Borrower in
making  any  prepayment  after  such  Borrower  has  given  a  notice thereof in
accordance  with  the  provisions  of  this  Agreement  or  (c)  the making of a
prepayment of Eurodollar Loans on a day which is not the last day of an Interest
Period  with  respect thereto.  Such indemnification may include an amount equal
to the excess, if any, of (i) the amount of interest which would have accrued on
the  amount  so  prepaid,  or  not  so borrowed, converted or continued, for the
period from the date of such prepayment or of such failure to borrow, convert or
continue  to  the last day of such Interest Period (or, in the case of a failure
to borrow, convert or continue, the Interest Period that would have commenced on
the  date  of  such failure) in each case at the applicable rate of interest for
such Loans provided for herein (excluding, however, any margin included therein,
if  any)  over  (ii)  the  amount  of interest (as reasonably determined by such
Lender)  which  would have accrued to such Lender on such amount by placing such
amount  on  deposit  for a comparable period with leading banks in the interbank
eurodollar  market.  A


                                     PAGE   27
<PAGE>

certificate  as to any amounts payable pursuant to this Section 2.15, showing in
reasonable  detail  the  calculation  thereof, submitted to the Borrowers by any
Lender  shall  be  conclusive  in  the absence of manifest error.  This covenant
shall survive the termination of this Agreement and the payment of the Loans and
all  other  amounts  payable  hereunder  for a period of nine months thereafter.

     SECTION  2.16     Change  of Lending Office.  Each Lender agrees that if it
makes any demand for payment under Section 2.14(a), or if any adoption or change
of  the  type  described in Section 2.13 shall occur with respect to it, it will
use  reasonable  efforts  (consistent  with  its  internal  policy and legal and
regulatory restrictions and so long as such efforts would not be disadvantageous
to  it,  as  determined  in  its reasonable discretion) to designate a different
lending  office  if the making of such a designation would reduce or obviate the
need  for  the  Borrowers  to  make  payments  under  Section  2.14(a), or would
eliminate  or  reduce  the effect of any adoption or change described in Section
2.13.

     SECTION 2.17     Replacement of Lenders.  If, at any time (a) the Borrowers
become obligated to pay additional amounts described in Sections 2.13 or 2.14 as
a  result  of  any conditions described in such Sections, (b) any Lender becomes
insolvent  and  its  assets  become  subject to a receiver, liquidator, trustee,
custodian  or  other  Person  having  similar  powers,  (c) any Lender becomes a
"Nonconsenting Lender" (as defined below in this Section 2.17) or (d) any Lender
becomes  a  Non-Funding  Lender,  then  the Borrowers may, on ten Business Days'
prior  written  notice to the Administrative Agent and such Lender, replace such
Lender  by  causing  such  Lender  to (and such Lender shall) assign pursuant to
Section  9.4(b)  all  of  its  rights  and obligations under this Agreement to a
Lender  or  other  entity selected by the Borrowers and reasonably acceptable to
the Administrative Agent for a purchase price equal to the outstanding principal
amount  of  such  Lender's  Loans  and  all  accrued interest and fees and other
amounts  payable  hereunder; provided that (i) the Borrowers shall have no right
to  replace  the Administrative Agent, (ii) neither the Administrative Agent nor
any  Lender  shall  have  any  obligation  to the Borrower to find a replacement
Lender  or  other  such  entity,  (iii)  in  the  event  of  replacement  of  a
Nonconsenting  Lender or a Lender to which the Borrowers become obligated to pay
additional  amounts  pursuant  to  clause  (a) of this Section, in order for the
Borrowers  to  be  entitled to replace such a Lender, such replacement must take
place  no  later than 180 days after (A) the date the Nonconsenting Lender shall
have notified the Borrowers and the Administrative Agent of its failure to agree
to  any  requested  consent,  waiver  or  amendment or (B) the Lender shall have
demanded  payment  of  additional amounts under one of the Sections described in
clause  (a)  of  this Section, as the case may be and (iv) in no event shall the
Lender  hereby  replaced  be  required  to  pay or surrender to such replacement
Lender  or  other entity any of the fees received by such Lender hereby replaced
pursuant  to  this Agreement.  In the case of a replacement of a Lender to which
the  Borrower becomes obligated to pay additional amounts pursuant to clause (a)
of  this  Section, the Borrower shall pay such additional amounts to such Lender
prior  to  such Lender being replaced and the payment of such additional amounts
shall  be  a condition to the replacement of such Lender.  In the event that (x)
the Borrower or the Administrative Agent has requested the Lenders to consent to
a departure or waiver of any provisions of the Loan Documents or to agree to any
amendment thereto, (y) the consent, waiver or amendment in question requires the
consent of all Lenders and (z) the Required Lenders have agreed to such consent,
waiver  or  amendment,  then any such Lender who does not agree to such consent,
waiver  or  amendment  shall be deemed a "Nonconsenting Lender".  The Borrower's


                                     PAGE   28
<PAGE>

right  to  replace  a  Non-Funding  Lender pursuant to this Section 2.17 is, and
shall  be,  in  addition  to,  and not in lieu of, all other rights and remedies
available  to the Borrower against such Non-Funding Lender under this Agreement,
at  law,  in  equity,  or  by  statute.

     SECTION 2.18     Nature of Obligations.  (a) The Borrowers shall be jointly
and  severally  liable  for  the  payment and performance of all obligations and
covenants  required  by  this Agreement to be performed by any of them, and each
Borrower  shall  be bound by any notices (including, without limitation, notices
of  borrowings  and  notices  of  conversion or continuation), consents or other
actions  furnished  or taken by any other Borrower hereunder.  At the request of
the Administrative Agent or the Required Lenders, each Borrower shall confirm in
writing  any  action  taken  or proposed to be taken by such Borrower hereunder,
provided that the failure of any Borrower to furnish such confirmation shall not
affect  such  Borrower's  obligations  under the preceding sentence or any other
provision  of  this  Agreement.  Each  Borrower  hereby  agrees that it shall be
jointly  and  severally liable for all Obligations and that such liability shall
be  absolute  and  unconditional  irrespective  of:

     (i)     any  lack  of  validity  or enforceability of any provision of this
Agreement, any other Loan Document or any other agreement or instrument relating
to  this  Agreement or any other Loan Document, or avoidance or subordination of
any  of  the  Obligations;

     (ii)     any  change  in the time, manner or place of payment of, or in any
other  term of, or any increase in the amount of, all or any of the Obligations,
or  any  other  amendment  or waiver of any term of, or any consent to departure
from  any  requirement  of,  the  Agreement  or any of the other Loan Documents;

     (iii)     any  exchange,  release  or  non-perfection  of  any  Lien on any
collateral for, or any release or amendment or waiver of any term of any consent
to  departure  from  any requirement of any other guaranty of, all or any of the
Obligations;

     (iv)     the absence of any attempt to collect any of the Obligations, from
any  Borrower or from any Loan Party  or any other guarantor or any other action
to  enforce  the  same  or  the  election  of  any  remedy  by  the  Lender;

     (v)     any  waiver,  consent,  extensions,  forbearance or granting of any
indulgence by the Lenders with respect to any provision of this Agreement or any
Loan  Document;  or

     (vi)     any other circumstance which might otherwise constitute a legal or
equitable  discharge  or  defense  of  a  borrower  or  a  guarantor.

     (b)     Notwithstanding  anything  to the contrary contained herein, in the
event of a sale of all or substantially all of the Capital Stock or assets of or
by  any  Borrower  (directly or indirectly) to a New Fund and the application of
the  proceeds  thereof  in  accordance  with  this  Agreement and the other Loan
Documents,  such  Borrower  shall  be  released  of  its  obligations under this
Agreement  and  the  other  Loan  Documents.


                                     PAGE   29
<PAGE>

     SECTION  2.19     Increase of Commitments.  (a) The Borrower shall have the
right with the consent of the Administrative Agent and the Syndication Agent, to
request  in  writing,  from  time  to  time  (but not more than twice), that the
aggregate amount of the Commitments then in effect be increased effective upon a
specific  date  (the  "Increase  Effective Date") set forth in such request (the
"Increase  Request")  upon  the  same  terms and conditions as set forth herein,
provided  that  no  such  increase  shall  be  permitted if, after giving effect
thereto  the  total aggregate Commitments would exceed $2,500,000,000.  Any such
increase  shall  be in incremental aggregate amounts of not less than the lesser
of  (i)  $10,000,000  or  (ii)  $2,500,000,000  minus  the  amount  of the total
aggregate Commitments then in effect (the "Requested Amount") and shall increase
permanently  the  amount  of  the  total  aggregate  Commitments  then in effect
(subject  to  the  Borrower's  right  to  terminate  or reduce the amount of the
Commitments  pursuant  to  Section  2.5).

     (b)     If  on  the  date  (the  "Increase Response Date") specified in any
Increase  Request  any  Lenders or any new lenders selected by the Borrower with
the  consent of the Administrative Agent and the Syndication Agent (such consent
not  to  be  unreasonably  withheld) elect in their sole discretion, to increase
their  Commitments (each an "Increasing Lender") by an aggregate amount equal to
the  Requested  Amount, then, subject to the provisions of this Section 2.19, on
the  Increase  Effective  Date  therefor,  the  Commitments  of  such Increasing
Lenders,  and  correspondingly,  the  total  aggregate  Commitments,  shall  be
increased  accordingly.

     (c)     Each  increase in the Commitment of an Increasing Lender (including
any  new  lender)  shall  be  evidenced by a written instrument executed by such
Increasing  Lender,  the  Borrower  and the Administrative Agent, and shall take
effect  on  the  related  Increase  Effective  Date.

     (d)     Upon  the  request  to  the  Administrative Agent by any Increasing
Lender,  the  Borrower shall deliver to each such Increasing Lender, in exchange
for the Note held by such Increasing Lender, a new Note, in the principal amount
of  such  Increasing  Lender's Commitment after giving effect to the adjustments
made  pursuant  to  this  Section  2.19.

     (e)     If  any  Lender  or group of Lenders shall have elected to increase
their  Commitments  as  provided  in  this  Section 2.19, then as of the related
Increase Effective Date (i) the Commitments of each Increasing Lender shall take
effect  and (ii) the Commitments of the Lenders which are not Increasing Lenders
shall  remain  constant.

                                    ARTICLE 3

                         Representations and Warranties

     Each  Borrower  represents and warrants to the Lenders, on the Closing Date
and  on  the  date  of  each  borrowing  by  such  Borrower  hereunder,  that:

     SECTION  3.1          Organization;  Powers.  Such Borrower is duly formed,
validly  existing and in good standing under the laws of the jurisdiction of its
organization or formation, has all requisite power and authority to carry on its
business  as  now conducted and, except where the failure to do so, individually
or  in  the  aggregate,  could  not  reasonably  be  expected  to  result  in


                                     PAGE   30
<PAGE>

a  Material  Adverse  Effect,  is  qualified  to  do business in, and is in good
standing  in,  every  jurisdiction  where  such  qualification  is  required.

     SECTION  3.2          Authorization;  Enforceability.  The Transactions are
within  the  Borrower's  powers  and  have been duly authorized by all necessary
corporate,  partnership,  limited  liability company or other actions.  The Loan
Documents  have  been  duly  executed and delivered on behalf of each Loan Party
thereto  and  constitute a legal, valid and binding obligation of each such Loan
Party,  enforceable  in  accordance  with  their  terms,  subject  to applicable
bankruptcy,  insolvency,  reorganization,  moratorium  or  other  laws affecting
creditors'  rights  generally  and  subject  to  general  principles  of equity,
regardless  of  whether  considered  in  a  proceeding  in  equity  or  at  law.

     SECTION  3.3          Governmental  Approvals;  No  Conflicts.  The
Transactions  (a)  do  not  require  any  material  consent  or  approval  of,
registration or filing with, or any other action by, any Governmental Authority,
except  such as have been obtained or made and are in full force and effect, (b)
will  not  violate  any  applicable  law  or regulation or the organizational or
formation  documents  of  any  Loan  Party  or  any  order  of  any Governmental
Authority,  (c)  will  not  violate  or result in a default under any indenture,
material  agreement  or other material instrument binding upon any Loan Party or
its assets, or give rise to a right thereunder to require any payment to be made
by any Loan Party,  and (d) will not result in the creation or imposition of any
Lien  on any asset of any Loan Party, other than pursuant to the Loan Documents.

     SECTION  3.4          Compliance with Laws and Agreements.  Each Loan Party
is  in  compliance  with  all  laws,  regulations and orders of any Governmental
Authority  applicable  to  it  or  its  property  and  all  agreements and other
instruments  binding upon it or its property, except where the failure to do so,
individually  or in the aggregate, could not reasonably be expected to result in
a  Material  Adverse Effect.  No Default or Event of Default has occurred and is
continuing.

     SECTION 3.5          Investment and Holding Company Status.  No Borrower is
(a)  an  "investment company" as defined in, or subject to regulation under, the
Investment  Company  Act  of  1940  or (b) a "holding company" as defined in, or
subject  to  regulation  under,  the Public Utility Holding Company Act of 1935.

     SECTION  3.6          Material  Adverse  Effect.  There  has  been  no
development  or  event  which  has had or could reasonably be expected to have a
Material  Adverse  Effect.

     SECTION  3.7          No Material Litigation.  No litigation, investigation
or  proceeding  of or before any arbitrator or Governmental Authority is pending
or,  to  the knowledge of such Borrower, threatened by or against any Loan Party
or  any  Investment  Party  or  against  any  of  their respective properties or
revenues  (a)  with  respect  to  any  of  the  Loan  Documents  or  any  of the
transactions  contemplated  hereby, or (b) which, if adversely determined, could
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     SECTION  3.8          Disclosure.  No  information,  financial  statement,
report,  certificate  or other document prepared or furnished by or on behalf of
any Loan Party to the Administrative Agent or any Lender in connection with this
Agreement  or  any  other  Loan  Document  (but


                                     PAGE   31
<PAGE>


excluding  all  projections  and pro forma financial statements which shall have
been  prepared in good faith and based upon reasonable assumptions) contains any
untrue  statement  of  a  material  fact  or  omits  to  state any material fact
necessary  to  make  the  statements  herein  or  therein  not  misleading.

     SECTION  3.9          Investments.  On  and after the date of the making of
each  Investment,  each applicable Investment Party and New Portfolio Company in
which such Investment is made will be duly organized or formed, validly existing
and  in  good standing under the laws of the jurisdiction of its organization or
formation, will have all requisite power and authority to carry out its business
as  then conducted and proposed to be conducted and, except where the failure to
do  so,  individually  or  in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, will be qualified to do business in, and in
good  standing  in every jurisdiction where such qualification is required.  The
making  of  each  Investment  (i)  will  be  within  the power of the applicable
Borrower, and each Investment Party and will be duly authorized by all necessary
appropriate  action on the part of each such Borrower and Investment Party, (ii)
will not require any consent or approval of, registration or filing with, or any
other  action  by,  any  Governmental  Authority,  except such as will have been
obtained  or  made  and  be in full force and effect, (iii) will not violate any
applicable  law  or  regulation,  in any material respect, or any organizational
document  of  any applicable Borrower, Investment Party or New Portfolio Company
or any order of any Governmental Authority, (iv) will not violate or result in a
default under any material indenture, agreement or other instrument binding upon
the  applicable  Borrower,  Investment  Party  or  New  Portfolio Company or its
assets,  or give rise to a right thereunder to require any payment to be made by
the  applicable  Borrower, Investment Party or New Portfolio Company (other than
payments  made  simultaneously with such Investment), (v) will not result in the
creation  or  imposition  of  any  Lien on any asset of the applicable Borrower,
Investment  Party  or  New  Portfolio  Company  except  Liens  under  the Pledge
Agreement  and Liens on the acquired assets to secure Indebtedness owed to third
party  lenders  incurred  in  connection with the making of an Investment in the
assets  acquired  thereby, and (vi) will be consistent with investments made by,
or  permitted  under,  any Specified Fund (other than with respect to geographic
region).

                                    ARTICLE 4

                              Conditions Precedent

     SECTION 4.1          Conditions to Initial Funding.  The obligations of the
Lenders  to  make  the Term Loans and of the Issuing Bank to issue any Letter of
Credit  hereunder shall not become effective until the date on which each of the
following  conditions  is  satisfied (or waived in accordance with Section 9.2):

     (a)     Loan  Documents.  The  Administrative  Agent (or its counsel) shall
have  received  (i)  this Agreement, duly executed and delivered by each Initial
Borrower,  (ii)  an  Affiliate  Guarantee,  duly  executed and delivered by each
Affiliate  Guarantor  in  existence  on  the  Closing  Date, (iii) an Investment
Guarantee  duly executed and delivered by each Investment Guarantor in existence
on  the  Closing Date; (iv) the Pledge Agreement, duly executed and delivered by
each  Initial  Borrower and EquityCo, together with all documents required to be
delivered thereunder, all certificates representing the Pledged Interests listed
on  Schedule  I  thereto  and  stock  powers

                                     PAGE   32
<PAGE>

endorsed in blank, (v) the Letter Agreement, duly executed and delivered by each
party  thereto, and (vi) the Principal Agreement, duly executed and delivered by
each  party  thereto.

     (b)     Closing Certificate.  The Administrative Agent shall have received,
with  a counterpart for each Lender, a certificate of each Loan Party, dated the
Closing  Date,  substantially  in  the  form  of  Exhibit  E,  with  appropriate
insertions  and  attachments.

     (c)     Legal  Opinion.  The  Administrative  Agent shall have received the
executed  legal  opinion  of (i) Weil, Gotshal & Manges LLP, counsel to the Loan
Parties,  substantially  in the form of Exhibit B, (ii) Nauta Dutilh, counsel to
HM/Europe  Coinvestors,  C.V. and EquityCo, substantially in the form of Exhibit
C,  and  (iii)  Walkers,  counsel to TOH/Europe Cayman Ltd, substantially in the
form  of  Exhibit  D.

     (d)     Approvals.  All  governmental  and  third party approvals necessary
or,  in the discretion of the Administrative Agent, advisable in connection with
the  Transactions  shall have been obtained and be in full force and effect, and
all applicable waiting periods shall have expired without any action being taken
or  threatened  by  any  competent  authority  which  would restrain, prevent or
otherwise impose adverse conditions on any Initial Borrower's ability to perform
its  obligations  under  the  Loan  Documents.

     (e)     Fees.  The  Administrative  Agent  shall have received all fees and
other  amounts  due  and  payable  on  or  prior  to  the  date  hereof.

     (f)     Filings.  Any  documents  (including, without limitation, financing
statements) required to be filed, registered or recorded in order to create, for
the  benefit  of  the  Administrative  Agent and the Lenders, a perfected, first
priority  security  interest  shall  have  been  properly  prepared  for filing,
registration  or  recording  in  each  office in each jurisdiction in which such
filings,  registrations  and  recordations  are  required  to perfect such first
priority  security  interests  created  by  the  Pledge  Agreement,  and  the
Administrative Agent shall be satisfied that such recordings and filings will be
completed  promptly  after  the  date  hereof.

     SECTION  4.2          Additional  Conditions  for  Each  Credit Event.  The
obligation  of  each  Lender to make Term Loans on the occasion of any borrowing
(other  than  a Loan made pursuant to Section 2.3(e) and Term Loans made for the
payment  of  interest  and Fees), and of the Issuing Bank to issue any Letter of
Credit,  is  subject  to  the  satisfaction  of  the  following  conditions:

     (a)     Joinder  Agreement.  In the event the Term Loans are to be drawn by
a  Future Borrower not a party to this Agreement, the Administrative Agent shall
have  received  from  such  Future  Borrower  a  Joinder Agreement signed by the
appropriate  Future  Borrower  together  with  such other documentation required
thereunder.

     (b)     Guarantee.  The  Administrative  Agent  shall  have  received,  if
applicable,  an  Investment  Guarantee  or  an Affiliate Guarantee signed by the
appropriate  Investment  Guarantor  or  Affiliate  Guarantor.

     (c)     Pledge Agreement.  The Administrative Agent shall have received (i)
from  the  Borrower  a Pledge Supplement (as defined in the Pledge Agreement) to
the  Pledge  Agreement

                                     PAGE   33
<PAGE>

 signed  by the Borrower and the Indirect Co-Investor, if applicable, or (ii) in
the  case  of  any  Future  Borrower not a party to a Pledge Agreement, a Pledge
Agreement  signed  by  such  Future  Borrower  and  the Indirect Co-Investor, if
applicable.

     (d)     Representations and Warranties.  The representations and warranties
of  the Loan Parties set forth in this Agreement and the Loan Documents shall be
true  and  correct  in  all  material  respects  on  and  as of the date of such
borrowing  or  the  date  of  issuance  of such Letter of Credit, as applicable,
except to the extent they relate to an earlier date, in which case they shall be
true  and  correct  in  all  material  respects  as  of  such  earlier  date.

     (e)     No  Default.  At the time of and immediately after giving effect to
such  borrowing  or  the  issuance  of  such Letter of Credit, as applicable, no
Default  or  Event  of  Default  shall  have  occurred  and  be  continuing.

     (f)     Certificate.  With  respect to each Term Loan the proceeds of which
will  be  used  to  fund  an  Investment,  the Administrative Agent (which shall
forward  the  same  to  the  Lenders  and  Issuing  Bank) shall  have received a
certificate  of  the applicable Borrower setting forth in reasonable detail, and
to  such  Borrower's knowledge, information with respect to the following items:
(i)  a  description  of such Investment; (ii) the total cost of such Investment;
(iii)  the amount, maturity, source and collateral security for all debt, equity
and  other  financing  for  such  Investment  and  the  acquisition by or of the
applicable  New Portfolio Company of such Investment; and (iv) the name, form of
organization  and  jurisdiction  of  organization  of  such  Borrower  and,  if
applicable,  the  appropriate Indirect Co-Investor, the applicable New Portfolio
Company  and  any Investment Party and the respective direct ownership interests
of  such  Borrower,  the Indirect Co-Investor, each Investment Party and the New
Portfolio  Company  and  their  respective  subsidiaries.  In  addition,  the
Administrative Agent (which shall forward the same to the Lenders) shall receive
from  the  Borrower:  (i)  a  copy  of  all  purchase  documents relating to the
acquisition  of  the  applicable  New  Portfolio  Company  and  (ii)  such other
information  reasonably  requested  by  the Lenders regarding the applicable New
Portfolio Company, the Indirect Co-Investor, and the Investment Parties (in each
case,  if  any).

     (g)     Co-Investment.  The  amount  of  the borrowing shall not equal more
than  97.02%  of  the  Investment  in  a  Directly Owned Investment Party or New
Portfolio  Company,  as the case may be, and in each case the Co-Investors shall
have made the Co-Investment in an amount not less than 2.98% of such Investment.

     (h)     Legal  Opinion.  The  Administrative  Agent  shall have received an
executed legal opinion from the Loan Parties' outside counsel and local counsel,
as  to  all  matters  reasonably  requested  by  Administrative Agent including,
without  limitation,  (a)  Regulation U and (b) perfection of the Administrative
Agent's  security  interest in the Investment pledged by the Pledgors of Pledged
Interests.

     (i)     Investment.  Each  Investment  shall  be reasonably expected by the
Loan Parties to be suitable for purchase by New Fund (the determination of which
will  include  a  determination  that  the  Investment  is  consistent with past
investments  by  any  Specified  Fund).  Each  borrowing and the issuance of any
Letter  of  Credit  shall  be  deemed  to  constitute  a  representation  and

                                     PAGE   34
<PAGE>

warranty  by  each  Borrower  on the date thereof as to the matters specified in
paragraphs  (c)  and  (d)  of  this  Section.
                                    ARTICLE 5

                                    Covenants

     Until the principal of and interest on each Term Loan and all other amounts
payable  hereunder  shall  have  been  paid  in  full  and  the  Commitments are
terminated  and any Letter of Credit shall have expired or terminated and all LC
Disbursements  shall  have  been  reimbursed, each Borrower hereby covenants and
agrees  with the Lenders that (with references to "the Borrower" being deemed to
be  references  to  "such  Borrower"):

     SECTION 5.1          Notices of Material Events.  The Borrower will furnish
to  the  Administrative  Agent  and  each  Lender  prompt  written notice of the
following:

     (a)     the  occurrence  of  any  Default  or  Event  of  Default;

     (b)     the  filing or commencement of any action, suit or proceeding by or
before  any  arbitrator  or Governmental Authority against or affecting any Loan
Party  or  any Affiliate thereof that, if adversely determined, could reasonably
be  expected  to  result  in  a  Material  Adverse  Effect;  and

     (c)     any  other  development  that  results  in,  or could reasonably be
expected  to  result  in,  a  Material  Adverse  Effect.

Each  notice delivered under this Section shall be accompanied by a statement of
the  Borrower  setting  forth  the details of the event or development requiring
such  notice  and any action taken or proposed to be taken with respect thereto.

     SECTION  5.2          Existence; Conduct of Business.  The Borrower will do
or  cause  to  be  done all things necessary to preserve, renew and keep in full
force  and effect (a) its legal existence and (b) the rights, licenses, permits,
privileges  and  franchises  material  to the conduct of its business other than
those  in  the case of clause (b) above, the failure of which to maintain, could
reasonably  be  expected  to  have  a  Material  Adverse  Effect.

     SECTION  5.3          Payment  of  Obligations.  The  Borrower will pay its
material  obligations, including material tax liabilities, before the same shall
become delinquent or in default, except where (a) the validity or amount thereof
is  being  contested  in good faith by appropriate proceedings, (b) the Borrower
has  set aside on its books adequate reserves with respect thereto in accordance
with  GAAP  and  (c)  the failure to make payment pending such contest could not
reasonably  be  expected  to  result  in  a  Material  Adverse  Effect.

     SECTION  5.4          Compliance  with Laws.  The Borrower will comply with
all laws, rules, regulations and orders of any Governmental Authority applicable
to it or its property, except where the failure to do so, individually or in the
aggregate,  could  not  reasonably  be  expected to result in a Material Adverse
Effect.


                                     PAGE   35
<PAGE>

     SECTION  5.5          Use of Proceeds.  The proceeds of the Term Loans will
be  used  only  to  finance  the  Investments in New Portfolio Companies and the
payment of interest, fees and expenses due hereunder and Letters of Credit shall
be  used  only  in connection with the consummation of the proposed Investments;
provided  that  (i) Term Loans may not be borrowed and Letters of Credit may not
be  issued  for the purpose of making any Investment if the aggregate Investment
Commitment Amount (after giving effect to such Term Loan or Letter of Credit, as
the  case  may  be), would exceed the aggregate Commitments, (ii) no part of the
proceeds of any Term Loan and no Letter of Credit will be used, whether directly
or  indirectly,  for  any  purpose  that  entails  a  violation  of  any  of the
Regulations  of the Board, including Regulations U and X and (iii) the amount of
Term  Loans  borrowed  and the aggregate face amount of Letters of Credit issued
shall  not  exceed  (x)  $500,000,000  in  the  aggregate,  in  the  case of any
Investment  in real estate, and (y) $175,000,000 individually or $375,000,000 in
the  aggregate,  in the case of Investments in New Portfolio Companies domiciled
in  Mexico,  Central  America  or  South  America.

     SECTION  5.6          Additional  Collateral.  (a)     With  respect to any
investment  by  a  Borrower  and  an Indirect Co-Investor, if any, in a Directly
Owned  Investment  Party  or  a  New  Portfolio Company, as the case may be, the
applicable  Borrower and Indirect Co-Investor, if any, shall execute and deliver
to  the  Administrative  Agent,  for  the  benefit  of  the Lenders, such Pledge
Agreements or Pledge Supplements to the Pledge Agreement or such other documents
as  the  Administrative  Agent shall deem necessary or advisable to grant to the
Administrative  Agent,  for  the  benefit  of the Lenders, a Lien on the Capital
Stock  issued  by the Directly Owned Investment Party or, to the extent there is
no  Directly  Owned  Investment  Party,  the  Capital Stock of the New Portfolio
Company,  or  in  the  case  of  an  Investment  in Indebtedness, a Lien on such
Indebtedness.

     (b)     In all cases, the appropriate Pledgor shall, as soon as practicable
but  in  any  event  not  more  than five Business Days after any borrowing, (i)
deliver  to  the  Administrative  Agent  the  stock certificates, notes or other
evidence  of ownership representing the Investment in such New Portfolio Company
or  such  Directly Owned Investment Party, as applicable,  together with undated
stock  or  transfer  powers,  executed, endorsed and delivered in blank, for any
stock  certificates  or  notes  representing  such  Investment, by a Responsible
Officer  of  such  Pledgor,  and (ii) take all actions necessary or advisable to
cause  such  Lien  to  be  duly  perfected  in  accordance  with  all applicable
Requirements  of  Law,  including,  without  limitation, the filing of financing
statements  in  such jurisdictions as may be required by the Pledge Agreement or
by  law  or  as  may  be  requested  by  the  Administrative  Agent and (iii) if
reasonably  requested by the Administrative Agent, deliver to the Administrative
Agent legal opinions, including legal opinions of local counsel, relating to the
matters  described  in  this  Section  5.6,  which opinions shall be in form and
substance,  and  from  counsel,  reasonably  satisfactory  to the Administrative
Agent.

     SECTION  5.7          Financial  Reporting.  Each  Borrower will provide to
the  Administrative  Agent,  for  distribution  to  the Lenders, (a) each of the
financial  statements  and related certificates and other business and financial
information  regularly  distributed  to  the  lenders  pursuant  to  any  credit
agreement  for a New Portfolio Company as well as such additional information as
the  Lenders  may reasonably request hereunder, and (b) within 45 days after the
expiration  of  the  applicable  quarter,  quarterly  unconsolidated  financial
statements  for  each

                                     PAGE   36
<PAGE>

Borrower  for the periods ending as of such quarter, commencing with the quarter
ended  December  31,  1999.

     SECTION 5.8          Additional Guarantors.  Within ten Business Days after
the formation of any Affiliate Guarantor or Investment Guarantor on the date any
entity  becomes  an  Affiliate  Guarantor  or  Investment  Guarantor  within the
definition  of Affiliate Guarantor set forth in Section 1.1 hereof, the Borrower
shall  cause  each  such  Affiliate  Guarantor  or  Investment  Guarantor,  as
applicable,  to execute and deliver to the Administrative Agent, as appropriate,
an Affiliate Guarantee substantially in the form of Exhibit F attached hereto or
an  Investment Guarantee substantially in the form of Exhibit G attached hereto.

     SECTION  5.9          Management and Advisory Agreements.  Upon the request
of  the  Administrative  Agent, the Borrower shall provide to the Administrative
Agent  a  copy  of  each management and advisory agreement in respect of the New
Fund  or  an  Investment  in  a  New  Portfolio  Company,  if  any.

     SECTION  5.10     Covenant to Pay.  Each Borrower covenants in favor of the
Administrative Agent, with the agreement of the Lenders and the Issuing Bank, to
pay  the  Obligations  to the Administrative Agent as joint and several creditor
thereof  when  and  to  the extent due from such Borrower under the terms of and
subject  always  to  any  express limits set out in this Agreement, to such bank
account  as  the  Administrative Agent may direct, except that each Borrower may
also, subject to the terms of this Agreement until otherwise notified in writing
by  the Administrative Agent, pay the Obligations directly to the Administrative
Agent  for itself or to the relevant Lender or Issuing Bank, as the case may be,
and  each  such  payment will constitute a pro rata discharge of the covenant to
pay  in  favor  of  the  Administrative  Agent  set  forth  herein.

     SECTION  5.11     Margin Securities.  All Investments in "margin stock", as
such  term is defined in Regulation U of the Board, shall be made through one or
more  Investment  Parties.

                                    ARTICLE 6

                               Negative Covenants

     Until the principal of and interest on each Term Loan and all other amounts
payable  hereunder  shall  have  been  paid  in  full  and  the  Commitments are
terminated  and any Letter of Credit shall have expired or terminated and all LC
disbursements  shall  have  been  reimbursed, each Borrower hereby covenants and
agrees  with the Lenders that (with references to "the Borrower" being deemed to
be  references  to  "such  Borrower"):

     SECTION  6.1          Indebtedness.  The  Borrower  will  not, and will not
permit  any Indirect Co-Investor (if applicable) or Investment Party to, create,
incur,  assume  or  permit  to  exist  any Indebtedness, except (a) Indebtedness
created  hereunder  and  under  the  other  Loan  Documents,  (b)  nonconsensual
obligations imposed by operation of law, (c) indemnification obligations arising
under  the  Borrower's  constituent  documents,  (d) administrative expenses and
taxes,  and  (e)  Indebtedness arising out of any Guarantee or similar agreement
entered  into  by  any


                                     PAGE   37
<PAGE>

Borrower,  Indirect Co-Investor or Investment Party in support of the obligation
of  a  New  Portfolio  Company  or  its Subsidiaries; provided, however, (i) the
remaining  Commitment after giving effect to such Guarantee, shall be sufficient
to  make  payments  of  interest  and  fees  previously accrued or which will be
payable  hereunder  through  the  Maturity  Date  (using  for future periods not
covered  by existing Interest Periods, the Eurodollar Rate available on the date
of  any  determination  for a three (3) month Interest Period and using the then
current  Applicable  Margin, (ii) the Commitments shall be deemed to be utilized
in  an amount equal to the full amount of such Indebtedness during the time such
Indebtedness  remains  outstanding,  (iii) such Guarantees shall not exceed $250
million  in  the  aggregate at any one time outstanding, and (iv) promptly after
entering  into  a  permitted  Guarantee,  give  the Administrative Agent written
notice  thereof.

     SECTION 6.2          Liens.  The Borrower will not, and will not permit any
Indirect  Co-Investor (if applicable) or any Investment Party to, create, incur,
assume  or  permit  to  exist any Lien (other than Liens created pursuant to the
Pledge  Agreement)  on  any property or asset now owned or hereafter acquired by
it,  or assign or sell any income or revenues (including accounts receivable) or
rights  in  respect of any thereof other than (a) Liens for taxes not yet due or
which  are  being  contested  in good faith by appropriate proceedings, provided
that  adequate  reserves with respect thereto are maintained on the books of the
Borrower  in  accordance  with  GAAP, (b) Liens in favor of banking institutions
arising  as a matter of law and encumbering the deposits (including the right of
setoff) held by such banking institutions in the ordinary course of business and
which  are  within the general parameters customary in the banking industry, and
(c)  attachment  and  judgment  Liens  not  constituting  an  Event  of Default;
provided,  however,  that this Section 6.2 shall not apply to any "margin stock"
as  such  term  is  defined  in  Regulation U of the Board, if such margin stock
represents  more  than  25%  of the value of the  assets of the Borrower as such
value  is  required  to  be  computed  by  Regulation  U  of  the  Board.

     SECTION  6.3          Fundamental  Changes. (a)  The Borrower will not, and
will not permit any Indirect Co-Investor (if applicable) or any Investment Party
to,  merge into or consolidate with any other Person, or permit any other Person
to  merge  into  or consolidate with it, or liquidate or dissolve; provided that
any  Borrower,  Indirect  Co-Investor  or Investment Party may (i) merge into or
consolidate  with  any other Borrower, Indirect Co-Investor or Investment Party,
or  (ii)  liquidate  or dissolve if, in connection thereunder, all of its assets
are  transferred  to another Borrower, Indirect Co-Investor or Investment Party,
or  if  such  transfer  is  done  in  accordance  with  Section  6.5.

     (b)     The  Borrower will not engage in any business other than a business
consistent  with  its current operations and activities on the date of execution
of  this  Agreement.

     SECTION  6.4          Restricted Payments.  The Borrower will not, and will
not  permit  any  Investment Party to, make any Restricted Payments (except that
the  Investment  Parties  may  make Restricted Payments to the Borrower (and the
Indirect  Co-Investor,  if  any)  to  repay  Term  Loans  and  other amounts due
hereunder  and  the  Borrower  may  make Restricted Payments to a Co-Investor in
respect  of  any  Co-Investment  amount  in  connection  with  a  sale of assets
permitted  under  Sections  2.6(b)  or  6.5  or  with  the  proceeds funded by a
Co-Investor  in  connection  with  transfer  among  the  Co-Investors).


                                     PAGE   38
<PAGE>

     SECTION  6.5          Sale  of Assets.  The Borrower shall not and will not
permit  any  Indirect  Co-Investor  or  Investment  Party  to  sell, transfer or
otherwise  dispose  of  any  of  its  respective  property  other  than for cash
(yielding  net  proceeds)  representing  at  least  such  Person's  cost of such
property  (including,  without  limitation,  any  interest  and  fees  relating
thereto),  the  net  proceeds (less the ratable interest of any Co-Investors and
any  necessary  escrows) of which (to the extent attributable to the Investment)
are distributed to the Borrowers to repay the Term Loans; provided, however, the
Borrower  or  any  Investment  Party  may sell, transfer or otherwise dispose of
"margin  stock"  as such term is defined in Regulation U of the Board so long as
the net proceeds from such sale shall be held by the Borrower or such Investment
Party,  as  the case may be, in cash or marketable direct obligations issued by,
or  unconditionally  guaranteed  by, the United States Government maturing on or
within  one  year  from  the date of such sale until the Maturity Date; provided
further,  that  in  the  event that any such property which shall not constitute
"margin  stock"  is  sold  for  more  than  the cost thereof (including, without
limitation,  any  interest  and  fees  relating thereto), the amount of net cash
proceed in excess of such cost shall be held in a cash collateral account in the
name  and  under  the  sole  dominion and control of the Administrative Agent as
security  for  the  Obligations.

                                    ARTICLE 7

                                Events of Default

     If  any  of  the  following  events  ("Events  of  Default")  shall  occur:

     (a)     any Borrower shall fail to pay any principal of any Term Loan or LC
Disbursement  when  and as the same shall become due and payable, whether at the
due  date  thereof  or  at  a  date  fixed  for prepayment thereof or otherwise;

     (b)     any  Borrower shall fail to pay any interest on any Term Loan or LC
Disbursement  or  to  pay  any  Fee  or  any  other amount (other than an amount
referred  to  in clause (a) of this Article) payable under or in connection with
this  Agreement,  when  and  as  the same shall become due and payable, and such
failure  shall  continue  unremedied  for  a  period  of  five  days;

     (c)     any  representation or warranty made or deemed made by or on behalf
of any Loan Party in or in connection with any Loan Document or any amendment or
modification  thereof,  or  in  any  report, certificate, financial statement or
other  document furnished pursuant to or in connection with any Loan Document or
any amendment or modification thereof, shall prove to have been incorrect in any
material  respect  when  made  or  deemed  made;

     (d)     any  Borrower  shall  fail  to  observe  or  perform  any covenant,
condition or agreement contained in Section 5.2(a) or Article 6 or any Guarantor
shall  fail to observe or perform any covenant, condition or agreement contained
in  Section  10(a)(i) or (d) of its Affiliate Guarantee or Investment Guarantee,
as  applicable;

     (e)     any  Loan  Party  shall  fail  to  observe or perform any covenant,
condition  or  agreement  contained  in  any  Loan  Document  (other  than those
specified in clause (a), (b), (c), (d) or (g) of this Article), and such failure
shall  continue  unremedied  for  a  period  of  30  days;


                                     PAGE   39
<PAGE>

     (f)     any  Loan  Party,  Investment  Party,  or any New Portfolio Company
shall  (i)  default in making any payment of any principal of or interest on any
Indebtedness  (including  any  Guarantee,  but  excluding  the  Term  Loans,  LC
Disbursements and Guarantees pursuant to the Affiliate Guarantees and Investment
Guarantees)  beyond  the  period of grace, if any, provided in the instrument or
agreement  under  which  such  Indebtedness  was created; or (ii) default in the
observance  or  performance  of any other agreement or condition relating to any
such  Indebtedness  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 beneficiary of such Indebtedness (or a trustee or agent on
behalf  of  such  holder  or beneficiary) to cause, with the giving of notice if
required,  such  Indebtedness  to become due prior to its stated maturity or (in
the  case  of any such Indebtedness constituting a Guarantee) to become payable;
provided  that  a default, event or condition described in clause (i) or (ii) of
this  paragraph  (f)  shall not at any time constitute an Event of Default under
this  Agreement unless, at such time, one or more defaults, events or conditions
(without  duplication as to the same item of Indebtedness) of the type described
in  clauses  (i)  and  (ii)  of  this  paragraph  (f) shall have occurred and be
continuing  with  respect  to  Indebtedness  the outstanding principal amount of
which  exceeds  in  the  aggregate  $500,000  in  the  case  of  any Borrower or
$10,000,000  in  the  case of any New Portfolio Company, Investment Party or any
other  Loan  Party;  or

     (g)     (i)  any Loan Party, Investment Party, or any New Portfolio Company
shall  commence  any  case, proceeding or other action (A) under any existing or
future  law  of  any  jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency,  reorganization  or  relief of debtors, seeking to have an order for
relief  entered  with  respect  to it, or seeking to adjudicate it a bankrupt or
insolvent,  or  seeking  reorganization,  winding-up,  liquidation, dissolution,
composition  or  other  relief  with  respect to it or its debts, or (B) seeking
appointment  of  a  receiver,  trustee,  custodian, conservator or other similar
official  for  it  or for all or any substantial part of its assets, or any Loan
Party,  Investment  Party  or  any  New  Portfolio  Company shall make a general
assignment  for  the  benefit of its creditors; or (ii) there shall be commenced
against any Loan Party, Investment Party or any New Portfolio Company, any case,
proceeding or other action of a nature referred to in clause (i) above which (A)
results  in  the  entry  of  an  order  for  relief  or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of
60  days;  or  (iii) there shall be commenced against any Loan Party, Investment
Party  or any New Portfolio Company any case, proceeding or other action seeking
issuance  of  a  warrant  of attachment, execution, distraint or similar process
against  all or any substantial part of its assets which results in the entry of
an  order  for any such relief which shall not have been vacated, discharged, or
stayed  or  bonded pending appeal within 60 days from the entry thereof; or (iv)
any  Loan  Party  shall  take  any  action  in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i),  (ii),  or  (iii) above; or (v) any Loan Party, Investment Party or any New
Portfolio  Company shall generally not, or shall be unable to, or shall admit in
writing  its  inability  to,  pay  its  debts  as  they  become  due;  or

     (h)     one  or more judgments or decrees shall be entered against any Loan
Party,  Investment  Party  or New Portfolio Company involving in the aggregate a
liability  (not  paid  or  fully  covered  by insurance as to which the relevant
insurance  company  has  not denied coverage) of $500,000 or more in the case of
any  Borrower  and  $10,000,000  or  more  in  the  case  of  any

                                     PAGE   40
<PAGE>

New  Portfolio  Company,  Investment Party or any other Loan Party, and all such
judgments  or  decrees shall not have been vacated, discharged, stayed or bonded
pending  appeal  within  60  days  from  the  entry  thereof;  or

     (i)     any Loan Document shall, at any time, cease to be in full force and
effect  (unless  released  by  the  Administrative Agent at the direction of the
Required  Lenders  or  as  otherwise permitted under this Agreement or the other
Loan  Documents)  or  shall  be  declared  null  and  void,  or  the validity or
enforceability  thereof  shall  be  contested  by  any  Loan  Party;  or

     (j)     any  Person  constituting  a "Guarantor" shall not be a party to an
Affiliate  Guarantee  or  an  Investment  Guarantee,  as  applicable, within ten
Business  Days  after  such  Person  has  been  organized  or  formed;

     (k)     a  Change  in  Control  shall  occur;  or

     (l)     any  Investment  Party shall fail to distribute any payment made to
it  on  account  of  any  Investment  (net of reasonable expenses and reasonably
required  escrows).

then,  and in every such event (other than an event with respect to any Borrower
described  in clause (g) of this Article), and at any time thereafter during the
continuance  of  such event, the Administrative Agent may, and at the request of
the  Required  Lenders shall, by notice to the Borrowers, declare the Term Loans
and  LC  Disbursements  then  outstanding  to be due and payable in whole (or in
part,  in  which  case  any  principal not so declared to be due and payable may
thereafter  be  declared  to  be  due  and  payable)  and  the Commitments to be
terminated,  and  thereupon the principal of the Term Loans and LC Disbursements
so  declared  to  be due and payable, together with accrued interest thereon and
all  other obligations of the Borrowers accrued hereunder, shall become  due and
payable immediately, without presentment, demand, protest or other notice of any
kind,  all of which are hereby waived by each Borrower; and in case of any event
with  respect  to  any  Borrower  described  in  clause (g) of this Article, the
principal of the Term Loans and LC Disbursements then outstanding, together with
accrued  interest  thereon  and  all  other obligations of the Borrowers accrued
hereunder,  shall automatically become due and payable and the Commitments shall
be  automatically  terminated,  without  presentment,  demand,  protest or other
notice  of any kind, all of which are hereby waived by each Borrower; and at any
time  thereafter  during the continuance of such event, the Administrative Agent
may  exercise  all  of  its  rights  and  remedies under the Pledge Agreement in
accordance  with  all  applicable  laws.

     With respect to all Letters of Credit with respect to which presentment for
honor  shall  not  have  occurred at the time of an acceleration pursuant to the
preceding  paragraph,  the  Borrowers  shall  at  such  time  deposit  in a cash
collateral  account  opened  by  the Administrative Agent an amount equal to the
aggregate  then  undrawn  and  unexpired amount of such Letters of Credit.  Each
Borrower  hereby  grants  to  the  Administrative  Agent, for the benefit of the
Issuing  Bank,  a  security  interest  in  such  cash  collateral  to secure all
obligations  of  such  Borrower  in respect of such Letters of Credit under this
Agreement and the other Loan Documents.  The Borrowers shall execute and deliver
to  the  Administrative Agent, for the account of the Issuing Bank, such further
documents  and  instruments  as the Administrative Agent may request to evidence
the  creation  and  perfection of such security interest in such cash collateral
account.  Amounts  held  in


                                     PAGE   41
<PAGE>

such cash collateral account shall be applied by the Administrative Agent to the
payment  of  drafts  drawn  under such Letters of Credit, and the unused portion
thereof  after all such Letters of Credit shall have expired or been fully drawn
upon,  if  any,  shall  be  applied  to repay other obligations of the Borrowers
hereunder  and  under  any  Notes.  After  all such Letters of Credit shall have
expired  or  been  fully drawn upon, all obligations under the Letters of Credit
shall  have  been satisfied and all other obligations of the Borrowers hereunder
and  under  any Notes shall have been paid in full, the balance, if any, in such
cash  collateral  account  shall  be  returned  to  Borrowers.

                                    ARTICLE 8

                            The Administrative Agent

     SECTION  8.1          Generally.
     Each of the Lenders hereby irrevocably appoints the Administrative Agent as
its  agent  and  authorizes the Administrative Agent to take such actions on its
behalf  and to exercise such powers as are delegated to the Administrative Agent
by  the  terms  hereof,  together with such actions and powers as are reasonably
incidental  thereto.

     The  bank serving as the Administrative Agent hereunder shall have the same
rights  and  powers  in  its  capacity  as  a Lender as any other Lender and may
exercise  the same as though it were not the Administrative Agent, and such bank
and  its Affiliates may accept deposits from, lend money to and generally engage
in  any  kind  of business with any Loan Party or any Affiliate thereof as if it
were  not  the  Administrative  Agent  hereunder.

     The  Administrative  Agent  shall not have any duties or obligations except
those  expressly  set  forth  herein.  Without  limiting  the  generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other  implied  duties,  regardless  of  whether  a  Default has occurred and is
continuing,  (b)  the  Administrative  Agent shall not have any duty to take any
discretionary  action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required  to  exercise  in  writing  by  the Required Lenders, and (c) except as
expressly  set forth herein, the Administrative Agent shall not have any duty to
disclose,  and  shall not be liable for the failure to disclose, any information
relating  to  any Loan Party or any of its Affiliates that is communicated to or
obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity.  The Administrative Agent shall not be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders or
in  the  absence  of  its  own  gross  negligence  or  willful  misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and  until  written  notice  thereof is given to the Administrative Agent by the
Borrower  or a Lender, and the Administrative Agent shall not be responsible for
or  have  any  duty  to ascertain or inquire into (i) any statement, warranty or
representation  made  in or in connection with this Agreement, (ii) the contents
of  any  certificate,  report  or  other  document  delivered  hereunder  or  in
connection  herewith,  (iii)  the  performance  or  observance  of  any  of  the
covenants,  agreements  or  other terms or conditions set forth herein, (iv) the
validity,  enforceability, effectiveness or genuineness of this Agreement or any
other  agreement,  instrument  or  document,  or  (v)  the  satisfaction  of any
condition  set  forth  in  Article  4  or


                                     PAGE   42
<PAGE>

elsewhere  herein,  other than to confirm receipt of items expressly required to
be  delivered  to  the  Administrative  Agent.

     The  Administrative  Agent  shall  be  entitled to rely upon, and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement,  instrument,  document  or other writing believed by it to be genuine
and  to have been signed or sent by the proper Person.  The Administrative Agent
also  may rely upon any statement made to it orally or by telephone and believed
by  it  to  be  made by the proper Person, and shall not incur any liability for
relying  thereon.  The  Administrative Agent may consult with legal counsel (who
may  be  counsel  for  any  Borrower), independent accountants and other experts
selected  by it, and shall not be liable for any action taken or not taken by it
in  accordance  with  the  advice  of  any such counsel, accountants or experts.

     The  Administrative  Agent  may perform any and all its duties and exercise
its  rights and powers by or through any one or more sub-agents appointed by the
Administrative  Agent.  The  Administrative  Agent  and  any  such sub-agent may
perform  any and all its duties and exercise its rights and powers through their
respective  Related  Parties.  The  exculpatory  provisions  of  the  preceding
paragraphs  shall  apply to any such sub-agent and to the Related Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities  in connection with the syndication of the credit facilities provided
for  herein  as  well  as  activities  as  Administrative  Agent.

     Subject  to  the  appointment  and acceptance of a successor Administrative
Agent  as provided in this paragraph, the Administrative Agent may resign at any
time by notifying the Lenders and the Borrowers.  Upon any such resignation, the
Required  Lenders  shall  have the right, in consultation with the Borrowers, to
appoint  a  successor, which successor shall be approved by the Borrowers (which
approval  shall not be unreasonably withheld or delayed).  If no successor shall
have  been  so  appointed  by  the Required Lenders and shall have accepted such
appointment  within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may, on behalf of the
Lenders,  appoint  a  successor  Administrative  Agent  which  shall  be  a bank
reasonably  acceptable to the Borrowers.  Upon the acceptance of its appointment
as  Administrative  Agent hereunder by a successor, such successor shall succeed
to  and  become vested with all the rights, powers, privileges and duties of the
retiring  Administrative  Agent,  and the retiring Administrative Agent shall be
discharged  from  its duties and obligations hereunder.  Any fees payable by the
Borrowers to a successor Administrative Agent shall be the same as those payable
to  its  predecessor  unless  otherwise  agreed  between  the Borrowers and such
successor.  After  the  Administrative  Agent's  resignation  hereunder,  the
provisions  of  this  Article  and  Section 9.3 shall continue in effect for its
benefit  in  respect  of any actions taken or omitted to be taken by it while it
was  acting  as  Administrative  Agent.

     Each  Lender  acknowledges  that it has, independently and without reliance
upon  the  Administrative  Agent or any other Lender and based on such documents
and  information  as it has deemed appropriate, made its own credit analysis and
decision  to  enter  into this Agreement.  Each Lender also acknowledges that it
will,  independently  and  without reliance upon the Administrative Agent or any
other  Lender  and based on such documents and information as it shall from time
to  time  deem  appropriate, continue to make its own decisions in taking or not

                                     PAGE   43
<PAGE>

taking  action  under or based upon this Agreement, any related agreement or any
document  furnished  hereunder  or  thereunder.

     SECTION  8.2          Joint  and  Several Creditorship.  The Administrative
Agent  shall be the joint and several creditor together with each Lender and the
Issuing  Bank  of  each  and  every Obligation of any Borrower towards such Bank
under this Agreement or any Loan Document so that accordingly the Administrative
Agent  in  its individual capacity will have its own independent right to demand
performance  by the relevant Borrower of those Obligations, and such Obligations
will  be  discharged by and to the extent of any discharge thereof either to the
Administrative  Agent in its capacity referred to above or to the Administrative
Agent  for  itself  or  to  the relevant Bank, as the case may be.  In case of a
resignation  of  the Administrative Agent pursuant to Section 8.1, the rights of
the  Administrative  Agent  hereunder  shall  be  assigned  by  the  retiring
Administrative  Agent to the successor Administrative Agent by an assignment not
constituting  a  novation  of  debt.

                                    ARTICLE 9

                                  Miscellaneous

     SECTION  9.1          Notices.  Except  in  the  case  of notices and other
communications  expressly  permitted  to  be given by telephone, all notices and
other  communications  provided  for  herein  shall  be in writing (including by
facsimile  transmission)  and, unless otherwise expressly provided herein, shall
be  deemed  to have been duly given or made (a) in the case of delivery by hand,
when  delivered,  (b)  in  the  case of delivery by mail, three days after being
deposited  in  the  mails,  postage  prepaid,  or (c) in the case of delivery by
facsimile  transmission,  when sent and receipt has been confirmed, addressed as
follows:

     (a)     if  to  any  Borrower,  to  it  c/o  Hicks,  Muse  Tate  &  Furst
Incorporated,  200  Crescent  Court, Suite 1600, Dallas, Texas 75201, Attention:
Lawrence  D. Stuart, Jr., (Telecopy No. 214-740-7313), with a copy to each other
Borrower);

     (b)     if  to  the Administrative Agent, to The Chase Manhattan Bank, Loan
and  Agency  Services,  One  Chase  Manhattan  Plaza,  New York, New York 10081,
Attention:  Janet  Belden  (Telecopy No. 212-552-5658), with a copy to The Chase
Manhattan  Bank,  270  Park  Avenue,  New York, New York 10017, Attention:  Neil
Boylan  (Telecopy  No.  212-972-0009);  and

     (c)     if  to  any  Lender,  to it at its address (or telecopy number) set
forth  in  an administrative questionnaire delivered to the Administrative Agent
and  as  otherwise  notified  in  writing  to  the  Borrowers.

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

     SECTION  9.2          Waivers;  Amendments.  (a) No failure or delay by the
Administrative  Agent  or  any Lender in exercising any right or power hereunder
shall  operate  as a waiver thereof, nor shall any single or partial exercise of
any  such  right  or  power,  or  any

                                     PAGE   44
<PAGE>

abandonment  or  discontinuance  of  steps  to  enforce  such  a right or power,
preclude  any  other  or  further  exercise thereof or the exercise of any other
right  or  power.  The  rights  and remedies of the Administrative Agent and the
Lenders hereunder are cumulative and are not exclusive of any rights or remedies
that they would otherwise have.  No waiver of any provision of this Agreement or
consent  to  any  departure  by  any  Borrower  therefrom  shall in any event be
effective  unless  the same shall be permitted by paragraph (b) of this Section,
and then such waiver or consent shall be effective only in the specific instance
and  for  the  purpose  for which given.  Without limiting the generality of the
foregoing,  the  making of a Term Loan shall not be construed as a waiver of any
Default,  regardless  of whether the Administrative Agent or any Lender may have
had  notice  or  knowledge  of  such  Default  at  the  time.

     (b)     Neither  any Loan Document nor any provision thereof may be waived,
amended  or  modified  except  pursuant to an agreement or agreements in writing
entered into by the Required Lenders and each affected Loan Party; provided that
no  such  agreement  shall (i) increase the Commitment of any Lender without the
written  consent  of  such  Lender,  (ii)  reduce  the  amount of, or extend any
scheduled  date for payment of, any principal or interest in respect of the Term
Loans,  any  LC  Disbursements or any Letter of Credit fees, without the written
consent  of  each  Lender  directly  affected  thereby,  (iii) change any of the
provisions  of  this Section or the definition of "Required Lenders" without the
written consent of each Lender, (iv) release any Loan Party from its obligations
under the Loan Documents without the written consent of each Lender (except upon
payment  in full in cash of the Obligations or, with respect to a given Borrower
or  Indirect  Co-Investor, upon a sale of the Directly Owned Investment Party or
New Portfolio Company in a transaction permitted hereunder and repayment in full
of  such  Borrower's  Term Loans) or (v) release all or substantially all of the
collateral  (except  as  expressly  provided  in  the  Loan Documents) under the
Affiliate Guarantees or Investment Guarantees and the Pledge Agreement (provided
that a partial release of collateral thereunder shall require the consent of the
Required Lenders); provided, further, that no such agreement shall amend, modify
or  otherwise  affect the rights or duties of the Administrative Agent hereunder
without  the  prior  written  consent  of  the  Administrative  Agent.

     SECTION 9.3          Expenses; Indemnity; Damage Waiver.  (a) The Borrowers
shall pay or cause to be paid (i) all reasonable out-of-pocket expenses incurred
by  the  Administrative  Agent,  including  the  reasonable  fees,  charges  and
disbursements  of  counsel  for the Administrative Agent, in connection with the
administration  of this Agreement or any amendments, modifications or waivers of
the provisions hereof and (ii) all reasonable out-of-pocket expenses incurred by
the  Administrative  Agent or any Lender, including the reasonable fees, charges
and  disbursements of any counsel for the Administrative Agent or any Lender, in
connection  with  the enforcement or protection of its rights in connection with
the  Loan  Documents, including in connection with any workout, restructuring or
negotiations  in  respect  thereof,  the  reasonable  fees  and disbursements of
counsel  to  the  Administrative  Agent  and after the occurrence and during the
continuance of an Event of Default a single counsel to the Lenders collectively.

     (b)     Each  Borrower  shall  indemnify  the Administrative Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being  called  an "Indemnitee") against, and hold each Indemnitee harmless from,
any  and  all  losses,  claims, damages, liabilities and related expenses (other
than  non-Non-Excluded  Taxes),  including  the

                                     PAGE   45
<PAGE>

reasonable  fees,  charges  and disbursements of any counsel for any Indemnitee,
incurred  by  or  asserted  against any Indemnitee arising out of, in connection
with,  or  as a result of (i) the execution or delivery of the Loan Documents or
any agreement or instrument contemplated thereby, the performance by the parties
thereto  of  their  respective  obligations  under  the  Loan  Documents  or the
consummation  of  the Transactions or any other transactions contemplated by the
Loan  Documents,  (ii)  any  Term  Loan or the use of the proceeds therefrom, or
(iii)  any  actual or prospective claim, litigation, investigation or proceeding
relating  to  any of the foregoing, whether based on contract, tort or any other
theory  and  regardless  of  whether any Indemnitee is a party thereto; provided
that  such indemnity shall not, as to any Indemnitee, be available to the extent
that  such  losses,  claims,  damages,  liabilities  or  related  expenses  are
determined  by  a  court  of  competent  jurisdiction by final and nonappealable
judgment  to  have  resulted  from the gross negligence or willful misconduct of
such  Indemnitee  or,  in the case of any indemnified liabilities arising out of
this Agreement or the other Loan Documents, from the material breach by any such
Indemnitee  of  this  Agreement or the other Loan Documents, as the case may be;
provided  that, for purpose of clarity, no provision of this paragraph (b) shall
be deemed to negate Section 9.3(a)(ii) to the extent that it provides that after
the  occurrence  and  during the continuance of an Event of Default, the Lenders
shall  be  reimbursed  for  a  single  counsel.

     (c)     To the extent that the Borrowers fail to pay any amount required to
be  paid  by it to the Administrative Agent, each Lender severally agrees to pay
to  the Administrative Agent such Lender's Loan Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such  unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or  asserted  against  the  Administrative  Agent  in  its  capacity  as  such.

     (d)     To  the extent permitted by applicable law, the Borrowers shall not
assert,  and  each  Borrower hereby waives, any claim against any Indemnitee, on
any  theory  of  liability,  for  special,  indirect,  consequential or punitive
damages  (as  opposed to direct or actual damages) arising out of, in connection
with,  or  as  a  result  of,  this  Agreement  or  any  agreement or instrument
contemplated  hereby, the Transactions, any Term Loan or the use of the proceeds
thereof.

     (e)     The  agreements  in this Section 9.3 shall survive repayment of the
Loans  and  all  other  amounts  payable  hereunder.

     SECTION  9.4          Successors  and  Assigns.  (a) The provisions of this
Agreement  shall  be binding upon and inure to the benefit of the parties hereto
and  their  respective  successors  and assigns permitted hereby, except that no
Borrower  may  assign  or  otherwise  transfer  any of its rights or obligations
hereunder  without  the  prior written consent of each Lender (and any attempted
assignment  or  transfer by such Borrower without such consent shall be null and
void).  Nothing  in  this Agreement, expressed or implied, shall be construed to
confer  upon  any  Person  (other  than  the  parties  hereto,  their respective
successors  and  assigns  permitted  hereby  and,  to  the  extent  expressly
contemplated hereby, the Related Parties of each of the Administrative Agent and
the Lenders) any legal or equitable right, remedy or claim under or by reason of
this  Agreement.


                                     PAGE   46
<PAGE>

     (b)     Any  Lender  may  assign  to one or more assignees a portion of its
rights  and  obligations under this Agreement (an "Assignee"); provided that (i)
each  of  the Lenders party to this Agreement on the Closing Date may not assign
more than 49% of its Commitments, Term Loans and LC Exposure without the consent
of  the  Borrowers,  (ii)  except in the case of an assignment to a Lender or an
Affiliate  of  a  Lender,  each  of  the  Borrowers  (such  consent  not  to  be
unreasonably  withheld)  and  the  Administrative  Agent  (the  consent  of  the
Administrative  Agent  may  be  withheld in its sole discretion) must give their
prior  written  consent  to  such  assignment,  (iii)  except  in the case of an
assignment  to  a  Lender  or  an  Affiliate of a Lender or an assignment of the
entire  remaining amount of the assigning Lender's Commitment, Term Loans and LC
Exposure,  the  amount of the Term Loans of the assigning Lender subject to each
such  assignment  (determined  as of the date the Assignment and Acceptance with
respect  to  such assignment is delivered to the Administrative Agent) shall not
be  less  than  $5,000,000  unless  each of the Borrowers and the Administrative
Agent  otherwise  consent, (iv) the parties to each assignment shall execute and
deliver  to the Administrative Agent an Assignment and Acceptance, together with
a  processing and recordation fee of $4,000 (provided, however, if the Borrowers
request  the  replacement  of  any  Lender  pursuant to Section 2.17 hereof, the
Borrowers  shall  pay such processing and recordation fee, which shall be funded
with the proceeds of the Term Loans), and (v) the assignee, if it shall not be a
Lender,  shall  deliver  to  the  Administrative  Agent  an  administrative
questionnaire;  provided  further  that  any  consent of the Borrowers otherwise
required under this paragraph shall not be required if an Event of Default under
clause  (g)  of  Article  7 has occurred and is continuing.  Upon acceptance and
recording  pursuant  to  paragraph  (d)  of  this  Section,  from  and after the
effective  date  specified  in  each  Assignment  and  Acceptance,  the assignee
thereunder  shall  be a party hereto and, to the extent of the interest assigned
by  such  Assignment and Acceptance, have the rights and obligations of a Lender
under  this  Agreement, and the assigning Lender thereunder shall, to the extent
of the interest assigned by such Assignment and Acceptance, be released from its
obligations  under  this  Agreement  (and,  in  the  case  of  an Assignment and
Acceptance  covering  all of the assigning Lender's rights and obligations under
this  Agreement, such Lender shall cease to be a party hereto but shall continue
to  be  entitled  to  the  benefits  of Sections 2.13, 2.14, 2.15 and 9.3).  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that  does  not comply with this paragraph shall be treated for purposes of this
Agreement  as  a  sale  by  such  Lender  of  a participation in such rights and
obligations  in  accordance with paragraph (e) of this Section.  Notwithstanding
anything  to  the  contrary  provided  herein,  in  the  event  of  any proposed
assignment by a Lender pursuant to this Section 9.4(b), such assignment shall be
offered  to  the  Lenders  pro  rata based on their respective Loan Percentages.

     (c)     The  Administrative  Agent,  acting for this purpose as an agent of
the Borrowers, shall maintain at one of its offices in New York, New York a copy
of  each  Assignment  and  Acceptance  delivered  to  it  and a register for the
recordation  of  the  names and addresses of the Lenders, and the Commitment of,
and  principal amount of the Term Loans whether or not evidenced by a Note owing
to, each Lender pursuant to the terms hereof from time to time (the "Register").
The  entries  in  the  Register  shall  be  conclusive,  and  the Borrowers, the
Administrative  Agent  and  the  Lenders  may  treat  each  Person whose name is
recorded  in the Register pursuant to the terms hereof as a Lender hereunder for
all  purposes  of  this  Agreement, notwithstanding notice to the contrary.  Any
assignment  of  any  Loan  whether or not evidenced by a Note shall be effective
only  upon  appropriate  entries with respect thereto being made in the Register
(and  each  Note shall expressly so provide).  Any assignment or transfer of all
or  part  of

                                     PAGE   47
<PAGE>

a  Loan  evidenced  by  a  Note  shall  be  registered on the Register only upon
surrender for registration of assignment or transfer of the Note evidencing such
Loan,  accompanied  by  a duly executed Assignment and Acceptance, and thereupon
one  or more new Notes in the same aggregate principal amount shall be issued to
the  designated  Assignee  and  the  old  Notes  shall  be  returned  by  the
Administrative  Agent  to  appropriate  Borrower  marked  "cancelled".

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

     (e)     Any  Lender  may, without the consent of the Borrowers but with the
consent of the Administrative Agent (the consent of the Administrative Agent may
be  withheld in its sole discretion) sell participations to one or more banks or
other entities (a "Participant") in all or a portion of such Lender's rights and
obligations  under  this Agreement (including all or a portion of its Commitment
and  the  Term  Loans  owing to it); provided that (i) such Lender's obligations
under  this  Agreement  shall  remain  unchanged,  (ii) such Lender shall remain
solely  responsible  to  the  other  parties  hereto for the performance of such
obligations  and  (iii)  the Borrowers, the Administrative Agent and the Lenders
shall  continue  to deal solely and directly with such Lender in connection with
such  Lender's  rights  and  obligations under this Agreement.  Any agreement or
instrument  pursuant  to which a Lender sells such a participation shall provide
that  such  Lender  shall retain the sole right to enforce this Agreement and to
approve  any  amendment,  modification  or  waiver  of  any  provision  of  this
Agreement;  provided  that  such  agreement  or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
modification  or  waiver  described  in the first proviso to Section 9.2(b) that
affects  such  Participant.  Subject  to  paragraph  (f)  of  this  Section, the
Borrowers  agree  that  each  Participant  shall  be entitled to the benefits of
Sections  2.13,  2.14 and 2.15 to the same extent as if it were a Lender and had
acquired  its  interest by assignment pursuant to paragraph (b) of this Section;
provided that, in the case of Section 2.14, such Participant shall have complied
with the requirements of said Section and provided, further, that no Participant
shall  be  entitled  to  receive any greater amount pursuant to any such Section
than the transferor Lender would have been entitled to receive in respect of the
amount  of  the  participation  transferred  by  such  transferor Lender to such
Participant  had  no  such  transfer  occurred.  Notwithstanding anything to the
contrary provided herein, in the event of any proposed participation by a Lender
pursuant  to  this  Section  9.4(e),  such participation shall be offered to the
Lenders  pro  rata  based  on  their  respective  Loan  Percentages.

     (f)     Any  Lender may at any time pledge or assign a security interest in
all  or  any portion of its rights under this Agreement to secure obligations of
such  Lender, including any such pledge or assignment to a Federal Reserve Bank,
and  this  Section shall not apply to any such pledge or assignment to a Federal
Reserve  Bank; provided that no such pledge or assignment of a security interest
shall  release  a Lender from any of its obligations hereunder or substitute any
such  assignee  for  such  Lender  as  a  party  hereto.


                                     PAGE   48
<PAGE>

     SECTION  9.5          Survival.  All covenants, agreements, representations
and  warranties  made  by  the Borrowers herein and in the certificates or other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered  to  have  been  relied  upon  by  the other parties hereto and shall
survive  the execution and delivery of this Agreement and the making of any Term
Loans,  regardless  of  any investigation made by any such other party or on its
behalf.

     SECTION  9.6          Counterparts;  Integration;  Effectiveness.  This
Agreement  may  be  executed  in counterparts and by facsimile (and by different
parties  hereto  on  different  counterparts), each of which shall constitute an
original,  but  all  of  which  when  taken  together  shall constitute a single
contract.  This  Agreement  and  any  separate  agreements  with respect to Fees
constitute  the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral or
written,  relating  to  the  subject  matter  hereof.

     SECTION 9.7          Severability.  Any provision of this Agreement held to
be  invalid,  illegal  or  unenforceable  in  any jurisdiction shall, as to such
jurisdiction,  be  ineffective  to  the extent of such invalidity, illegality or
unenforceability  without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a  particular  jurisdiction  shall  not  invalidate  such provision in any other
jurisdiction.

     SECTION  9.8          Right  of  Setoff.  If an Event of Default shall have
occurred  and  be  continuing,  each Lender is hereby authorized at any time and
from  time to time, to the fullest extent permitted by law, to set off and apply
any  and all deposits (general or special, time or demand, provisional or final)
at  any  time held and other indebtedness at any time owing by such Lender to or
for  the  credit  or  the  account  of  any  Borrower against any of and all the
obligations of the Borrowers now or hereafter existing under this Agreement held
by  such  Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured.  The
rights  of  each  Lender  under this Section are in addition to other rights and
remedies  (including  other  rights  of  setoff)  which  such  Lender  may have.

     SECTION  9.9          GOVERNING  LAW;  JURISDICTION;  CONSENT TO SERVICE OF
PROCESS.  (a)  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY  THE  LAW  OF  THE  STATE  OF  NEW  YORK.

     (b)     Each  Borrower  hereby irrevocably and unconditionally submits, for
itself  and  its property, to the nonexclusive jurisdiction of the Supreme Court
of  the  State  of  New York sitting in New York County and of the United States
District  Court  of  the  Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this
Agreement,  or  for  recognition or enforcement of any judgment, and each of the
parties  hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York  State  or, to the extent permitted by law, in such Federal court.  Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall  be  conclusive  and may be enforced in other jurisdictions by suit on the
judgment  or  in  any  other  manner provided by law.  Nothing in this Agreement
shall affect any right that the Administrative Agent or any Lender may otherwise
have  to  bring

                                     PAGE   49
<PAGE>

any  action or proceeding relating to this Agreement against any Borrower or any
of  its  properties  in  the  courts  of  any  jurisdiction.

     (c)     The  Borrowers hereby irrevocably and unconditionally waive, to the
fullest  extent they may legally and effectively do so, any objection which they
may  now  or  hereafter  have  to  the  laying  of  venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred to
in paragraph (b) of this Section.  Each of the parties hereto hereby irrevocably
waives,  to  the fullest extent permitted by law, the defense of an inconvenient
forum  to  the  maintenance  of  such  action  or  proceeding in any such court.

     (d)     Each  party  to  this  Agreement irrevocably consents to service of
process  in  the  manner  provided  for notices in Section 9.1.  Nothing in this
Agreement  will affect the right of any party to this Agreement to serve process
in  any  other  manner  permitted  by  law.

     SECTION 9.10     WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY  JURY  IN  ANY  LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY ARISING OUT OF OR
RELATING  TO  THIS  AGREEMENT  OR  THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER
BASED  ON  CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES
THAT  NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT  SUCH  OTHER  PARTY  WOULD  NOT, IN THE EVENT OF
LITIGATION,  SEEK  TO  ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
AND  THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG  OTHER  THINGS,  THE  MUTUAL  WAIVERS  AND CERTIFICATIONS IN THIS SECTION.

     SECTION  9.11     Headings.  Article  and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and  shall  not  affect  the  construction  of,  or  be  taken  into
consideration  in  interpreting,  this  Agreement.

     SECTION  9.12     Confidentiality.   Each Lender agrees to keep information
obtained  by  it  pursuant  hereto  and  the  other Loan Documents identified as
confidential  in writing at the time of delivery confidential in accordance with
such  Lender's  customary  practices  and  agrees  that  it  will  only use such
information  in  connection with the transactions contemplated by this Agreement
and  not  disclose  any  of  such  information  other  than (a) to such Lender's
employees, representatives, directors, attorneys, auditors, agents or affiliates
who  are  advised  of  the  confidential  nature of such information, (b) to the
extent  such  information  presently  is  or hereafter becomes available to such
Lender  on  a non-confidential basis from any source or such information that is
in  the public domain at the time of disclosure, (c) to the extent disclosure is
required  by law (including applicable securities laws), regulation, subpoena or
judicial  order  or  process  (provided that notice of such requirement or order
shall  be  promptly  furnished  to  the  Borrowers unless such notice is legally
prohibited)  or  requested or required by bank, securities or investment company
regulations  or  auditors  or  any  administrative  body  or commission to whose
jurisdiction  such Lender may be subject, (d) to actual or prospective Assignees
or  Participants  who  agree to be bound by the provisions of this Section 9.12,
(e)  to  the  extent required in connection with any litigation between any Loan
Party  and  any  Lender  with  respect  to  the  Term

                                     PAGE   50
<PAGE>

Loans  or this Agreement and the other Loan Documents or (f) with the Borrowers'
prior  written  consent.  The  agreements  in  this  Section  9.12 shall survive
repayment  of  the  Term Loans and all other amounts payable hereunder.  Each of
the  parties  hereto (each, a "Document Party") agrees to keep confidential this
Agreement  and the other Loan Documents and the transactions contemplated hereby
and  thereby; provided that nothing herein shall prevent any Document Party from
disclosing  such information (a) to any other Document Party or any Affiliate of
any Document Party, or any officer, director, employee, agent, or advisor of any
Document  Party  or  Affiliate of any Document Party, (b) to any other Person if
reasonably  incidental  to  the  administration  of the credit facility provided
herein,  (c)  as required by any law, rule, or regulation, (d) upon the order of
any  court  or  administrative  agency,  (e)  upon  the request or demand of any
regulatory agency or authority, (f) to any New Portfolio Company (or prospective
New  Portfolio Company) or any officer, director, employee, agent, or advisor of
any Document Party or Affiliate of such New Portfolio Company in connection with
a  proposed  Investment  by  any  Borrower in such New Portfolio Company, (g) in
connection  with  any  litigation  to  which  such  Document Party or any of its
Affiliates may be a party, or (h) to the extent necessary in connection with the
exercise  of  any  remedy  under  this  Agreement  or  any  other Loan Document.

     SECTION  9.13     Syndication.  The Borrowers agree that the Administrative
Agent  has the right to syndicate the Commitments and the Term Loans at any time
or  from  time  to  time  to  a group of financial institutions (the "Additional
Lenders")  identified  by  the  Administrative  Agent  in  consultation with the
Borrowers, if the Administrative Agent and its affiliates determine to syndicate
the  Commitments and the Term Loans.  The Borrowers agree to actively assist the
Administrative Agent and its affiliates in completing a syndication satisfactory
to  the Administrative Agent and the Borrowers, including (a) using commercially
reasonable  efforts  to  ensure  that the syndication efforts benefit materially
from the Borrower's lending and equity relationships, (b) direct contact between
the  Borrowers  and  any  Additional  Lenders,  (c)  furnishing,  or,  as  the
Administrative  Agent may request, assisting in the preparation of, information,
projections  and  marketing  materials  to  be  used  in  connection  with  the
syndication  and  (d)  the  hosting,  with  the  Administrative  Agent  and  its
affiliates,  of  one  or  more  meetings  of  any  Additional  Lenders.  The
Administrative  Agent  and  its  affiliates  would  manage  all  aspects  of the
syndication,  in  consultation with the Borrowers, including decisions as to the
selection  of  institutions  to  be approached and when they will be approached,
when  their  commitments  will be accepted, which institutions will participate,
the  allocations  of the commitments among any Additional Lenders and the amount
and  distribution  of  fees  among  any  Additional  Lenders.  The  Borrowers
acknowledge  that  the  information the Borrowers may be asked to furnish to the
Administrative  Agent  and  its  affiliates  and  to  any Additional Lenders may
include  sensitive competitive information, and the Administrative Agent and its
affiliates  agree  to take appropriate and customary confidentiality precautions
with  respect  thereto.  Notwithstanding  anything  to  the  contrary  contained
herein,  in  the  event  of  a  syndication  (i) no Lender shall be permitted to
syndicate more than 49% of the Commitments, Term Loans and LC Disbursements held
by it on the Closing Date without the prior written consent of the Borrowers and
(ii)  any  syndication  shall  be offered to the Lenders pro rata (to the extent
desired  by  any  Lenders)  based  on  their  respective  Loan  Percentages.

     SECTION  9.14     Certainty  of Funds.  At the request of any Borrower, the
Administrative  Agent  on behalf of the Lenders shall provide such documentation
as  may  be reasonably agreed between such Borrower and the Administrative Agent
to  evidence  the

                                     PAGE   51
<PAGE>

availability  of  the unused Commitment to make Investments by any Borrower or a
proposed  Future  Borrower.


            [The remainder of this page is intentionally left blank.]


                                      S-1
<PAGE>


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

                  Initial  Borrowers:

                  HM/Europe  Coinvestors,  C.V.

                  By:     TOH/Europe  Cayman  Ltd.,
                          its  general  partner

                          By:     /s/ Michael D. Salim
                          Name:     Michael  D. Salim
                          Title:     Principal


                  HMTF  Bridge  Partners,  L.P.

                  By:     HMTF  Bridge  Partners,  LLC
                          its  general  partner

                          By:     /s/  Michael D. Salim
                          Name:     Michael D. Salim
                          Title:     Principal

                                      S-2
<PAGE>

                  THE  CHASE  MANHATTAN  BANK
                      as  Administrative  Agent,
                        Issuing  Bank,  and  a  Lender

                  By:     /s/  Deborah  Davey
                  Name:   Deborah  Davey
                  Title:  Vice  President

                                      S-3

<PAGE>

                   BANK  OF  AMERICA,  N.A.
                    as  Syndication  Agent  and
                     a  Lender

                   By:     /s/  Curtis  D.  Leuker
                   Name:   Curtis  D.  Leuker
                   Title:  Vice  President


                                      S-4

<PAGE>

                   BANKERS  TRUST  COMPANY
                     as  a  Lender

                   By:    /s/  William  Archer
                   Name:  William  Archer
                   Title: Managing  Director


                                      S-5

<PAGE>

                   CREDIT  SUISSE  FIRST  BOSTON
                     as  a  Lender

                   By:    /s/  Robert  Hetu  and
                           Chris  T.  Horgan
                   Name:   Robert  HHetu  and
                            Chris  T.  Horgan
                   Title:    Vice  President/
                               Vice  President


                                      S-6

<PAGE>

                   MORGAN  STANLEY  SENIOR  FUNDING,  INC.
                     as  a  Lender

                   By:     /s/  Cameron  Fleming
                   Name:   Cameron  Fleming
                   Title:  Vice  President


                                      S-7

<PAGE>

                   MERRILL  LYNCH  CAPITAL  CORPORATION
                     as  a  Lender

                   By:     /s/  Christopher  Birosak
                   Name:   Christopher  Birosak
                   Title:  Vice  President

                                      S-8

<PAGE>

                   MFBL  FUNDING,  INC.
                     as  a  Lender

                   By:     /s/  Michael  Hart
                   Name:   Michael  Hart
                   Title:  Principal

                                      S-9

<PAGE>

                      SCHEDULE 2.1

                  Lenders' Commitments


Lender. . . . . . . . . . . . . . .  Commitment
The Chase Manhattan Bank. . . . . .  $  400,000,000
Bank of America, N.A. . . . . . . .  $  400,000,000
Bankers Trust Company . . . . . . .  $  200,000,000
Credit Suisse First Boston. . . . .  $  200,000,000
Morgan Stanley Senior Funding, Inc.  $  200,000,000
Merrill Lynch Capital Corporation .  $  180,000,000
MFBL Funding, Inc.. . . . . . . . .  $  200,000,000

         Total Commitments. . . . .  $1,780,000,000