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                                                                    Exhibit 4.16

                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

In re:                                  )        Chapter 11
                                        )        Case No. 03-10323 (JWV)
KEY3MEDIA GROUP, INC., et al., (1)      )
                                        )        (Jointly Administered)
              Debtors.                  )
                                        )        RE: DOCKET NOS. 3 AND 22
                                        )

         FINAL ORDER (I) AUTHORIZING THE DEBTORS TO OBTAIN POST-PETITION
   FINANCING, (II) granting SECURITY INTERESTS AND SUPERPRIORITY CLAIMS TO THE
 POSTPETITION LENDERS, (III) AUTHORIZING THE DEBTORS TO USE CASH COLLATERAL OF
  THE PREPETITION SECURED LENDERS AND (IV) GRANTING ADEQUATE PROTECTION TO THE
                          PREPETITION SECURED LENDERS

         This matter is before the Court upon the Emergency Motion dated
February 3, 2003 (the "Motion") of Key3Media Group, Inc. ("KGI"), Key3Media
Events, Inc. ("Events"), Key3Media Advertising, Inc. ("Advertising"), Key3Media
BCR Events ("BCR"), Key3Media VON Events, Inc. ("VON") and Key3Media BioSec
Corp. ("BioSec" and, collectively with KGI, Events, Advertising, VON and BCR,
the "Debtors") in the above-captioned chapter 11 cases seeking this Court's
authorization, pursuant to sections 105, 361, 362, 363 and 364 of title 11 of
the United States Code (the "Bankruptcy Code") and Rules 2002, 4001 and 9014 of
the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), for an order
(1) authorizing the Debtors, on an interim basis, to obtain postpetition
financing and other extensions of credit from Thomas Weisel Strategic
Opportunities Partners L.P. and/or funds managed or controlled by it or its
affiliates (collectively, "Weisel" or the "DIP Lenders"), (2) granting security
interests and liens and according superpriority claim status in favor of the DIP
Lenders as described in the Motion, (3)

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

         (1) The Debtors are Key3Media Group, Inc., Key3Media Events, Inc.,
Key3Media BCR Events, Inc., Key3Media Advertising, Inc. and BioSec Corp.

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authorizing the Debtors to use cash collateral (the "Cash Collateral") that is
subject to the security interests of certain prepetition lenders to the Debtors,
(4) granting adequate protection to the prepetition secured lenders for the
Debtors' use of the Cash Collateral; and a hearing having been held before this
Court on February 4, 2003 (the "Interim Hearing") and a final hearing having
been held on March 26, 2003 (the "Final Hearing"); and upon consideration of the
Objection of Wells Fargo Bank, N.A. ("Wells Fargo") and Fleet National Bank,
N.A. ("Fleet, together with Wells Fargo, the "Minority Banks") to Debtors'
Emergency Motion to Authorize Post-Petition Senior Secured Credit (filed on
February 4, 2003), Objection of Wells Fargo Bank, N.A. and Fleet National Bank,
N.A. to Debtors' Motion to Authorize Post-Petition Senior Secured Credit (filed
on February 25, 2003), Objection of Ballston Aero Trust Services, L.C. and the
CIT Group/Equipment Financing to Interim Order and Proposed Final Order
Authorizing Debtor-In-Possession Financing, Objection of Interface Creditors to
Final Relief Authorizing Debtors to Obtain Post-Petition Financing, Objection of
the Official Committee of Unsecured Creditors to Debtors' Motion to Authorize
Post-Petition Secured Credit, Objection of the Acting United States Trustee for
a Final Order (I) Authorizing the Debtors to Obtain Postpetition Financing and
Other Extensions of Credit, (II) Granting Security Interests and Liens and
According Superpriority Claims Pursuant to Sections 105 and 364(c) of the
Bankruptcy Code and Rules 2002 and 9014 of the Federal Rules of Bankruptcy
Procedure, and (III) Authorizing the Debtors to Use, to the Extent it May Exist,
Cash Collateral and Granting Adequate Protection to Prepetition Secured Lenders
for the Debtors' Use of Any Cash Collateral Pursuant to Section 363 of the
Bankruptcy Code.

         IT IS HEREBY FOUND AND DETERMINED that:

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         A.       The Debtors commenced their cases (the "Cases") by filing with
this Court their voluntary petitions for reorganization under chapter 11 of the
Bankruptcy Code on February 3, 2003 (the "Petition Date") and continue to manage
their properties and to operate their businesses as debtors-in-possession
pursuant to sections 1107 and 1108 of the Bankruptcy Code. On February 14, 2003,
the United States Trustee for the District of Delaware (the "UST") appointed an
Official Committee of Unsecured Creditors (the "Committee"). No trustee or
examiner has been appointed in this case.

         B.       This Court has jurisdiction over these proceedings and the
parties and property affected hereby pursuant to 11 U.S.C. Sections 157(b) and
1334. Consideration of the Motion constitutes a "core proceeding" under 28
U.S.C. Section 157(b)(2).

         C.       The Debtors are engaged in the business of producing, managing
and promoting a portfolio of trade shows, conferences and other events for the
information technology industry.

         D.       The holders of claims (the "Prepetition Lenders") arising
under the Amended and Restated Credit Agreement dated June 26, 2001, as amended
(the "Prepetition Credit Facility") assert that the Debtors' indebtedness under
the Prepetition Credit Facility is secured by legal, valid, enforceable, duly
perfected, unavoidable first-priority liens and security interests (the
"Prepetition Liens") in all or substantially all of the Debtors' assets (the
"Prepetition Collateral") pursuant to an Amended and Restated Security Agreement
dated June 26, 2001, as amended (the "Prepetition Security Agreement" and,
collectively with the Prepetition Credit Facility and all related documents
executed in connection therewith, the "Prepetition Loan Documents"), provided,
however, that the Required Lenders assert that the Prepetition Liens are subject
to subordination and/or release as set forth in the Fifth Amendment (defined
below) and the Minority Banks dispute this assertion.

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         E.       The Prepetition Lenders assert that the Debtors' indebtedness
under the Prepetition Loan Agreements consists of $80,000,000.00 of Revolving
Credit Advance (as defined in the Prepetition Credit Facility) and $1,768,986.00
of Letter of Credit Advance (as defined in the Credit Facility) (the Revolving
Credit Advance and the Letter of Credit Advance, together with interest and any
properly chargeable fees heretofore or hereafter accrued thereon or payable with
respect thereto, the "Prepetition Secured Debt").

         F.       The Prepetition Lenders assert that the Prepetition Secured
Debt is due and owing to the Prepetition Lenders without defense, offset,
recoupment or counterclaim. In addition, the Prepetition Lenders assert that no
portion of the Prepetition Secured Debt is subject to avoidance or subordination
pursuant to the Bankruptcy Code or applicable nonbankruptcy law and that the
Debtors do not have any claims or causes of action against the Prepetition
Lenders. The Prepetition Lenders (other than the Minority Banks) further assert
that the Debtors do not have any claims or causes of action against the
administrative agent appointed under the Prepetition Credit Facility and the
collateral agent under the Prepetition Credit Agreement (such agents
collectively, the "Prepetition Agents").

         G.       The Debtors are experiencing a severe liquidity shortage, as
the result of which an immediate and ongoing need exists for the Debtors to
obtain financing in order to continue the operation of their businesses as
debtors-in-possession under chapter 11 of the Bankruptcy Code and to avoid the
disruption of their businesses as "going concerns." Despite diligent efforts,
the Debtors have been unable to obtain adequate financing in the form of
unsecured credit allowable under section 503(b)(1) of the Bankruptcy Code as an
administrative expense or solely in exchange for the grant of a special
administrative expense priority pursuant to section 364(c)(1) of the Bankruptcy
Code or in the form of credit secured by liens that are junior to existing liens

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on property of the Debtors or attach solely to the Debtors' unencumbered assets
pursuant to section 364(c)(2) and (c)(3) of the Bankruptcy Code.

         H.       The Debtors have requested that the DIP Lenders extend credit
to the Debtors, and the DIP Lenders are willing to provide such credit upon the
terms and conditions set forth in the Post-Petition Credit and Guaranty
Agreement annexed to the Motion as Exhibit "A" and as amended pursuant to the
terms of this Final Order (the "DIP Financing Agreement"), and the DIP Security
Agreement annexed thereto as Exhibit "B" (the "DIP Security Agreement" and,
collectively with the DIP Financing Agreement and all instruments, agreements,
assignments and other documents referred to therein or requested by the DIP
Lenders to give effect to the terms thereof, each as amended pursuant to the
terms of this Final Order, the "DIP Financing Documents").

         I.       The DIP Financing Documents contemplate, among other things,
that the Debtors' obligations thereunder shall be secured by a first priority
security interest in certain of the Debtors' assets, senior to the Prepetition
Liens. The Debtors, the DIP Lenders and the Required Lenders (as such term is
defined in the Prepetition Credit Agreement) have asserted that the Prepetition
Loan Documents authorize the subordination and/or release of the Prepetition
Liens to the proposed first priority security interest contemplated in the DIP
Financing Documents and this Order. The Minority Banks have asserted that the
contemplated subordination and/or release of the Prepetition Liens contemplated
in the DIP Financing Documents is not authorized by the Prepetition Loan
Documents.

         J.       The Debtors have prepared a forecast of their estimated cash
receipts and disbursements following the Petition Date (the "Budget"), which has
been reviewed and approved by the DIP Lenders. The DIP Financing Documents
prohibit the Debtors from

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receiving more credit than the amount required to maintain their businesses, as
reflected on the Budget, and thereby ensure that the Debtors do not obtain
credit that is more than the amount necessary to avoid irreparable harm to the
Debtors' estates.

         K.       The Debtors, the DIP Lenders and the Required Lenders have
asserted that, through the consent and authorization of the Required Lenders in
that certain 5th Amendment, Waiver and Consent To Amended and Restated Credit
Agreement dated as of January 31, 2003, and annexed to the Debtors' Motion as
Exhibit E (the "Fifth Amendment"), the Prepetition Lenders have consented to the
Debtors' use of their Cash Collateral in accordance with the Prepetition Credit
Facility, provided that the Debtors comply with the Budget and the Prepetition
Lenders receive the benefits of this Order as adequate protection of the
Prepetition Lenders' interests in the Prepetition Collateral. The Minority Banks
have asserted that the Fifth Amendment is not valid, effective and binding in
any respect, and have not consented to or authorized any of the amendments set
forth therein.

         L.       The Debtors and certain of the DIP Lenders have filed a joint
plan of reorganization (the "Joint Plan") and a related disclosure statement.
The financing contemplated in the DIP Financing Documents appears to be
sufficient to enable the Debtors to have sufficient liquidity during the period
of time that is expected to pass until this Court considers confirmation of the
Joint Plan.

         M.       The terms of the DIP Financing Documents, as amended pursuant
to the terms of this Final Order, appear to be fair and reasonable, reflect the
Debtors' exercise of prudent business judgment consistent with their fiduciary
duties, and are supported by reasonably equivalent value and consideration. The
DIP Financing Documents have been negotiated in good faith and at arm's length
among the Debtors and the DIP Lenders and any credit extended or

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loans made to the Debtors by the DIP Lenders pursuant to the DIP Financing
Documents shall be deemed to have been extended by the DIP Lenders in good
faith, as that term is used in section 364(e) of the Bankruptcy Code.

         N.       The Debtors' counsel has certified that a copy of the Motion
(together with copies of the DIP Financing Documents annexed thereto and the
Interim Order) was served by hand delivery, facsimile, email, or overnight
courier service upon the UST, counsel to the Prepetition Agent, the Prepetition
Lenders, the DIP Lenders, the Committee, and all parties who had requested
notice pursuant to Fed. R. Bankr. P. 2002. The Court finds that the notice given
as it relates to this Final Order is sufficient for all purposes under the
Bankruptcy Code and the Bankruptcy Rules, including, without limitation,
sections 102(1) and 364 of the Bankruptcy Code and Bankruptcy Rule 4001.

         O.       Good cause has been shown for the entry of this Final Order
and the Debtors have requested the entry of this Final Order pursuant to
Bankruptcy Rule 4001(b) and (c). Absent entry of this Final Order the Debtors
will be unable to continue to finance their operations. Entry of this Final
Order will minimize disruption of the Debtors' business and operations as a
going concern, will preserve the assets of the Debtors' estate, will increase
the possibility of a successful reorganization of the Debtors, and is in the
best interests of the Debtors, their creditors and their estates.

         NOW, THEREFORE, IT IS HEREBY ORDERED, effective immediately, that:

         1.       The Debtors are authorized, pursuant to the DIP Facility, as
defined in the DIP Financing Agreement, to obtain term loans from the DIP
Lenders from time to time (the "Credit Extensions") in an aggregate amount not
to exceed $30,000,000, subject to all of the terms and conditions of the DIP
Financing Documents (as amended pursuant to the terms of this Final Order), and
to incur any and all liabilities and obligations thereunder and to pay all
interest, fees,

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expenses and other obligations provided for under the DIP Financing Documents;
and to satisfy all conditions precedent and perform all obligations under this
Final Order and the DIP Financing Documents in accordance with the terms hereof
and thereof. The DIP Lenders shall not have any obligation or responsibility to
monitor the Debtors' use of the Credit Extensions and may rely on Debtors'
representations that the amount of Credit Extensions requested at any time, and
the use thereof, are in accordance with the requirements of this Final Order and
the DIP Financing Agreement.

         2.       All Credit Extensions made by the DIP Lenders to the Debtors
under any of the DIP Financing Documents, together with all interest, fees and
other charges (including, without limitation, legal fees) at any time payable by
the Debtors to the DIP Lenders pursuant to the DIP Financing Documents
(collectively, the "Post-Petition Debt"), shall be, and hereby are, secured by
valid, binding and enforceable security interests in and liens upon all of the
Debtors' property, as more particularly described in the DIP Security Agreement
(collectively, the "Collateral"), including the Prepetition Collateral and all
tangible, intangible, real and personal property of the Debtors arising, created
or acquired at any time before or after the Petition Date, including, but not
limited to, all of the Debtors' accounts, inventory, equipment, general
intangibles, accounts receivable, intellectual property, investment property,
documents, instruments, chattel paper, escrows, deposit accounts, tort claims
and books and records, and all cash and non-cash proceeds of the foregoing.

         3.       The relative priority of the DIP Lenders' liens and security
interests granted pursuant to the DIP Security Agreement and this Final Order
shall be as follows: (a) to the extent and only to the extent that the Fifth
Amendment is, in all respects, valid, effective and binding, the DIP Lenders
shall have a first priority, senior and priming lien and security interest

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as to the Collateral consisting of all of the assets and properties of the Loan
Parties identified on Schedule 1.1 and 1.2 of the DIP Financing Agreements
(collectively, the "Priority Collateral"), provided, however, that (w) the
Priority Collateral shall not include all or substantially all of the
Prepetition Collateral, (x) the DIP Lenders' liens and security interests in the
Priority Collateral shall be subject to the Carve-Out (as defined below) and (y)
if and to the extent that the Fifth Amendment is deemed to be not valid,
effective and binding by a final, non-appealable order, the DIP Lenders shall
not have a first priority security interest in the Priority Collateral but shall
instead be deemed to have a second priority lien and security interest,
immediately junior to the Prepetition Liens, in and to all of the Priority
Collateral; (b) the DIP Lenders shall have a second priority lien and security
interest, immediately junior to the Prepetition Liens, in and to all Prepetition
Collateral that does not constitute Priority Collateral; and (c) the DIP Lenders
shall have a first priority lien and security interest, immediately senior to
the Replacement Liens (defined below), in and to all Collateral that is neither
Priority Collateral nor Prepetition Collateral, provided however, that
notwithstanding the foregoing, nothing in this Final Order shall grant to the
DIP Lenders liens or security interests in a certain aircraft that is the
subject of a certain CIT Master Aircraft Trust Agreement dated as of January 26,
2000 among Ballston Aero Trust Services, L.C., as trustee and Events as lessee.

         4.       The DIP Lenders and the Prepetition Lenders shall not be
required to file or record financing statements, mortgages, notices of lien or
similar instruments in any jurisdiction or agency, including the United States
Patent and Trademark Office, take possession of any property, including
certificated securities, or take any other action in order to validate and
perfect the security interests and liens granted to them pursuant to this Final
Order. If the DIP Lenders or the Prepetition Lenders shall, in their sole
discretion, choose to file such financing statements,

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mortgages, notices of lien or similar instruments or otherwise confirm
perfection of such security interests and liens, all such documents shall be
deemed to have been filed or recorded at the time and on the date of entry of
this Final Order. The DIP Lenders may, in their discretion, file a certified
copy of this Final Order in any filing or recording office in any jurisdiction
in which Debtors are organized or have or maintain any Collateral or an office.

         5.       The automatic stay provisions of section 362 of the Bankruptcy
Code are hereby modified as to the Prepetition Lenders and the DIP Lenders to
the limited extent necessary to implement the provisions of this Final Order and
the DIP Financing Documents, thereby permitting, but not requiring, the
Prepetition Lenders and the DIP Lenders, inter alia, to file or record any UCC-1
financing statements and other instruments and documents evidencing the security
interests and liens granted to Prepetition Lenders and DIP Lenders in the
Collateral, and to enforce their respective security interests and liens upon
default subject to the notice provisions of this Final Order.

         6.       In no event shall any provision in this Final Order be deemed
to grant the DIP Lenders a security interest in or lien upon any of the Debtors'
rights in and to claims and causes of action under Bankruptcy Code sections 544,
545, 547 and 548 (collectively, the "Avoidance Actions") or the proceeds
thereof.

         7.       Subject only to the Carve-Out (defined below), all
Post-Petition Debt is hereby granted an administrative priority in accordance
with the provisions of section 364(c)(1) of the Bankruptcy Code over all other
administrative expenses in the Debtors' cases of the kind specified in, or
ordered pursuant to, sections 105, 326, 328, 330, 331, 503(b), 507(a), 507(b)
and 726 of the Bankruptcy Code; provided, however, with respect to any proceeds
of Avoidance Actions, the DIP Lenders shall be authorized to receive payments
therefrom on account of the

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Post-Petition Debt as the holder of a claim entitled to priority under section
503(b) of the Bankruptcy Code and such payments shall be pro rata with payments
to the holders of other claims under section 503(b) of the Bankruptcy Code.
Except as set forth herein, no costs or administrative expenses which have been
or may be incurred in these chapter 11 cases, in any proceedings related hereto
or in any superseding chapter 7 case, and no priority claims are or will be
prior to or on a parity with the claims of DIP Lenders against Debtors arising
under any of the DIP Financing Documents. In no event shall any costs or
expenses of administration be imposed upon Prepetition Lenders or DIP Lenders or
any of the Collateral pursuant to section 506(c) of the Bankruptcy Code or
otherwise without the prior written consent of Prepetition Lenders and DIP
Lenders and no such consent shall be implied from any action, inaction or
acquiescence by any of them, provided, however, that in the event that
Collateral is sold or liquidated and the proceeds from such sale or liquidation
are paid or to be paid to the DIP Lenders or the Prepetition Lenders, then any
costs directly associated with such sale, including commissions, shall be
payable out of the proceeds of such sale. In no event shall the Prepetition
Lenders or the DIP Lenders be subject to the equitable doctrine of "marshaling"
or any similar doctrine with respect to the Collateral.

         8.       As adequate protection for any diminution in value of the
Prepetition Lenders' interests in the Prepetition Collateral resulting from (a)
the Debtors' use, if any, of Prepetition Collateral, including the Cash
Collateral, (b) any subordination or release of the Prepetition Lenders'
Prepetition Liens pursuant to the DIP Financing Documents and this Final Order
(in the event, and to the extent, it is determined that such subordination or
release is deemed to have occurred in connection with the Fifth Amendment), and
(c) the imposition of the automatic stay pursuant to Bankruptcy Code section
362, the Debtors shall pay on a current basis to the Pre-

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petition Lenders during the pendency of their Bankruptcy Cases (i) post-petition
interest at the non-default rate as set forth in the Pre-Petition Credit
Agreement (which obligation shall be subordinated to all Postpetition Debt
incurred under the Postpetition Financing Agreement), (ii) all reasonable
out-of-pocket fees and expenses (which obligation shall be subordinated to all
postpetition debt incurred under the Postpetition Financing Agreement) incurred
by the Prepetition Lenders in connection with the Prepetition Credit Agreement
and this bankruptcy case. In connection therewith, on March 31, 2003, the
Debtors shall pay to Milbank Tweed Hadley & McCloy to be held in escrow for the
benefit of the Minority Banks the sum equal to pre-petition and post-petition
legal and advisory fees actually incurred by the Minority Banks through and
including February 28, 2003, in aggregate amount not to exceed $1 million. Fee
statements of Weisel (representing fees and expenses incurred in any capacity)
and the Minority Banks, other than the fee statement of the Minority Banks up to
and including February 28, 2003 (which shall be distributed no later than March
28, 2003), shall be distributed to the Debtors, the Committee, the UST, Weisel
and the Minority Banks, as the case may be, on or about the 20th day of each
calendar month, and all such parties shall have 20 days thereafter to review and
object to the reasonableness of the fees and expenses incurred and requested
pursant to the fee statement. If no objection is timely received during the
applicable 20-day period, the Debtors shall pay the requested fees and expenses.
Notwithstanding anything set forth herein, the Court reserves the right to
review all fee statements for reasonableness.

         9.       With respect to the fee statements of the Minority Banks up to
and including February 28, 2003, the UST and the Committee shall have 20 days to
review and object to the reasonableness thereof. Weisel and the Debtors have
agreed not to and shall not be permitted to object to the reasonableness of the
fees and expenses of the Minority Banks incurred during the

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period prior to and including February 28, 2003 to the extent the aggregate fees
and expenses incurred by the Minority Banks during that period does not exceed
$1 million. If any objection is made the Court shall set a hearing date to
resolve such objection unless otherwise consensually resolved prior to such
hearing date by the parties. Fee statements will not include descriptions of the
services unless requested by a party on the grounds that such party is unable to
properly review such statements for reasonableness, in which case the party
submitting the fee statements may redact such fee statement as reasonably
necessary to protect its attorney-client privilege and other confidential
information. Any redactions of a fee statement made pursuant to this paragraph
remain subject to this Court's in camera review if a recipient party objects to
such redactions. The parties will endeavor to provide sufficient data for each
party to complete its review. Subject to the time and other limitations as set
forth in this paragraph 9 and paragraph 8, the Debtors, the Minority Banks, the
UST, the Committee, and Weisel each reserve the right to object to the
reasonableness of all fee statements of such parties.

         10.      As further adequate protection, the Prepetition Lenders are
hereby granted (effective upon the Petition Date and without the necessity of
the execution by the Debtors of mortgages, security agreements, pledge
agreements, financing statements or other agreements) a valid, perfected and
enforceable second-priority security interest (immediately junior to the lien
granted to the DIP Lenders pursuant to clause (c) of paragraph 3 above) as a
replacement lien upon all of the assets of the Debtors created after the
Petition Date, the Avoidance Actions and their proceeds, to the extent of any
diminution in value of the Prepetition Lenders' interest in and to all of the
Collateral (the "Replacement Liens"), and are further granted a superpriority
allowed claim pursuant to Bankruptcy Code section 507(b), immediately junior to
the claims under Bankruptcy Code section 364(c)(1) held by the DIP Lenders. The
Replacement Liens and super-

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priority claims shall be subject to the Carve-Out to the same extent as the
Prepetition Liens. During the pendency of the Bankruptcy Cases, the Debtors
shall simultaneously deliver to the Minority Banks and the Committee all
reports, notices or other documents delivered to the DIP Lenders pursuant to the
DIP Financing Agreement.

         11.      The Prepetition Lenders have asserted that the Prepetition
Secured Debt and all liens and security interests of Prepetition Lenders are
legal, valid, binding, unavoidable, enforceable and duly perfected and that the
Prepetition Secured Debt is allowable as a fully secured claim against Debtors
and is not subject to counterclaim, avoidance, recoupment or equitable
subordination. In consideration of the Required Lenders' and the Minority Banks'
consent to the Debtors' use of Cash Collateral and, to the extent it may occur,
the subordination or release of the Prepetition Liens (to the extent that the
Fifth Amendment is deemed in all respects valid, effective and binding) in the
Priority Collateral to the liens and security interests granted to the DIP
Lenders pursuant to this Final Order and the DIP Financing Documents, the
legality, validity, extent, enforceability and perfection of the liens and
security interests of the Prepetition Lenders in the Prepetition Collateral and
the legality, validity and enforceability, without offset or equitable
subordination, of the Prepetition Secured Debt shall be subject only to the
rights of any party having standing to do so to commence an appropriate
adversary proceeding or contested matter objecting to the legality, validity or
amount of the Prepetition Secured Debt or the legality, validity, extent or
perfection of the liens and interests of Prepetition Lenders in the Collateral
or the Prepetition Collateral or seeking equitable subordination of all or any
part of the Prepetition Secured Debt, which adversary proceeding or contested
matter must be filed no later than April 18, 2003. If such adversary proceeding
or contested matter is not timely filed, then the liens and security interests
of the Prepetition Lenders in the Prepetition

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Collateral shall be deemed legal, valid, binding, enforceable and perfected, and
all of the Prepetition Secured Debt shall be deemed conclusive and binding upon
the Debtors and all parties in interest in this case and in any superseding
chapter 7 case, including any subsequently appointed trustee, as a legal, valid,
binding and enforceable claim that is not subject to counterclaim, equitable
subordination or other defense.

         12.      In no event shall any person or entity who pays (or, through
the extension of credit to Debtors, causes to be paid) any of the Post-Petition
Debt be subrogated, in whole or in part, to any rights, remedies, claims,
privileges, liens or security interests granted to or in favor of, or conferred
upon, the DIP Lenders by the terms of the DIP Financing Documents or this Final
Order, until such time as all of the Credit Extensions are repaid in full and
the DIP Facility has been terminated.

         13.      The term "Carve-Out Expenses" means (i) the professional fees
and disbursements allowed by order of the Court and incurred by the Debtors and
any statutory committee of unsecured creditors, and expenses incurred by any
member of such statutory committee (collectively, "Professional Fees and
Expenses"), in an aggregate amount not to exceed $500,000.00, (ii) any unpaid
fees payable to the UST pursuant to 28 U.S.C. Section 1930(a)(6), (iii) any
unpaid fees payable to the Clerk of the Court, and (iv) in the event the Cases
are converted to cases under chapter 7 of the Bankruptcy Code, any fees and
expenses of a chapter 7 trustee in an aggregate amount not to exceed $30,000
(collectively, the items referred to in clauses (i) through (iv) above are
referred to as the "Carve-Out Expenses"). The Carve-Out Expenses shall not
include any other claims that are or may be senior to or pari passu with any of
the Carve-Out Expenses.

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         14.      The respective liens and security interests of the DIP Lenders
and the Prepetition Lenders, whether arising from this Final Order, the DIP
Financing Documents, the Prepetition Loan Documents or otherwise, and the
super-priority administrative expense claims granted in this Final Order, shall
be subject and subordinate only to the payment of Professional Fees and Expenses
accrued but unpaid prior to an Event of Default and the Carve-Out Expenses (the
"Carve-Out"). So long as an Event of Default (as defined in the DIP Financing
Documents) shall not have occurred and be continuing, the Debtors shall be
permitted to pay Professional Fees and Expenses of the kind specified in section
503(b) of the Bankruptcy Code incurred or accrued in the ordinary course of
business of the Debtors prior to an Event of Default or otherwise permitted
hereunder, and court-approved administrative expenses related to compensation
and reimbursement of expenses allowed and payable under sections 330 and 331 of
the Bankruptcy Code which shall not reduce or be credited against the amount of
the Carve-Out Expenses; provided that the aggregate amount of any such payments
from the Carve-Out with respect to any Professional Fees and Expenses accrued on
or after the occurrence of an Event of Default to professionals covered by the
Carve-Out, shall not exceed the amount of Carve-Out Expenses set forth in the
preceding paragraph. As used in the preceding sentence, "court approved
administrative expenses" shall include payments made pursuant to any
Court-approved procedure for monthly or other payment of administrative expenses
and/or paid from any prepetition retainer paid by the Debtors; provided that
nothing contained herein shall exempt those persons hereafter receiving interim
compensation payments or reimbursement of expenses pursuant to any such
Court-approved procedure for monthly or other payment of administrative expenses
from sections 327 through 331 of the Bankruptcy Code, including requirements
that such compensation or reimbursement be allowed on a final basis after the
filing of appropriate

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fee applications, and if applicable, any subsequent order of this Court
requiring that such payments be disgorged. The allocation of the Carve-Out among
the Collateral, and between the DIP Lenders and the Prepetition Lenders, shall
be determined pursuant to a subsequent order of this Court if, when and to the
extent such determination becomes necessary or relevant.

         15.      No amount of the Carve-out Expenses shall be used in any event
to pay any Professional Fees and Expenses arising out of or related to the
prosecution of any claims or causes of action against the Prepetition Lenders or
the DIP Lenders, including without limitation, relating to (a) preventing,
hindering, or delaying the Prepetition Lenders' or the DIP Lenders' enforcement
or realization upon any of the Collateral or (b) objecting to or contesting in
any manner, or raising any defenses to, the validity, extent, perfection,
priority or enforceability of the Prepetition Secured Debt, the Prepetition
Liens, the Post-Petition Debt or the liens and security interests granted to the
DIP Lenders or the Prepetition Lenders under the Interim Order, this Final
Order, the DIP Loan Documents or the Prepetition Loan Documents, or any other
rights or interests of the Prepetition Lenders or the DIP Lenders, or in
asserting any claims or causes of action, including without limitation, any
Avoidance Actions against Prepetition Lenders or the DIP Lenders, or arising
after conversion of the Chapter 11 cases to cases under Chapter 7 of the
Bankruptcy Code. Nothing contained herein shall be construed as limiting payment
of Professional Fees and Expenses related to the investigation of any claim or
cause of action against the Prepetition Lenders or the DIP Lenders.

         16.      The Debtors are authorized to use proceeds of Credit
Extensions and Cash Collateral to pay Professional Fees and Expenses to the
extent consistent with each Approved Budget and to the extent that such
compensation and expense reimbursement is awarded by the Court pursuant to
sections 328, 330, or 331 of the Bankruptcy Code or pursuant to an

                                       17

<PAGE>

administrative procedure established by Court order and to pay the legal and
advisory fees and expenses of the Prepetition Lenders as set forth herein. The
Debtors are authorized and directed to deduct from any Credit Advances, on a
monthly basis, funds in an amount equal to the amount shown on the Approved
Budget for Professional Fees and Expenses, which funds shall be segregated and
escrowed in one or more escrow accounts maintained by counsel for Debtors for
payment Professional Fees and Expenses (the "Professional Expenses Escrow");
provided, however, that (i) the sum of the aggregate amount deposited to the
Professional Expenses Escrow shall not exceed the aggregate amount shown on the
Approved Budget for Professional Expenses, and (ii) until the aggregate of all
Professional Fees and Expenses of a given professional exceeds the amount of any
retainer or other security deposit held by such professional, such professional
shall not be entitled to receive any payment from the Professional Expenses
Escrow. Nothing herein shall imply any obligation on the part of the DIP Lenders
to fund any request for DIP Loans to cover such monthly Professional Fees and
Expenses if and to the extent that any of the conditions precedent in the DIP
Financing Agreement are not satisfied or if the Debtors do not have adequate
borrowing availability under the DIP Financing Agreement in the amount of the
DIP Loans requested. No monies shall be paid from the Professional Expenses
Escrow or otherwise until such time as the payment of such Professional Fees and
Expenses has been approved by order of the Court, after notice and a hearing, or
pursuant to an administrative procedure established by Court order. The
Prepetition Lenders and DIP Lenders shall not have any duty to insure that the
Debtors discharge any of their obligations under this (or any other) paragraph
of this Final Order. Neither the Debtors nor any of their creditors (including
the Prepetition Lenders and the DIP Lenders) shall have any claim to or interest
in funds on deposit in the Professional Expenses Escrow other than (a) the
entitlement of

                                       18

<PAGE>

the Prepetition Lenders and the DIP Lenders to receive, for
application to any outstanding Post-Petition Debt or Prepetition Debt and (b)
the entitlement of Debtors to receive (after payment in full of the Prepetition
Debt and the Post-Petition Debt): (i) any balance remaining in the Professional
Expenses Escrow or of any prepetition retainers after payment in full of all
Professional Fees and Expenses are awarded by the Court to professionals and
(ii) any amounts paid from the Professional Expenses Escrow but subsequently
disallowed by final order of the Court.

         17.      The Prepetition Lenders shall be entitled to all the benefits
provided by section 552(b) of the Bankruptcy Code.

         18.      Dismissal or conversion of these chapter 11 cases shall not
affect the rights of the DIP Lenders under the DIP Financing Documents or the
rights of the DIP Lenders or the Prepetition Lenders under the Interim Order or
this Final Order, and all of the rights and remedies thereunder of the DIP
Lenders and the Prepetition Lenders shall remain in full force and effect.

         19.      Nothing contained in this Final Order or in any of the DIP
Financing Documents shall be construed to require the DIP Lenders to make any
Credit Extensions other than as expressly provided in the DIP Financing
Agreement or this Final Order, and any and all Credit Extensions that the DIP
Lenders shall elect to make shall be in such amounts and made at such times as
they may determine pursuant to the DIP Financing Documents or this Final Order.
The DIP Lenders may, in their discretion, terminate the DIP Facility under the
DIP Financing Agreement at any time in accordance with the terms thereof.

         20.      All costs and fees (subject to the review of legal fees and
expenses as set forth in paragraphs 8 and 9 above) contemplated in the DIP
Financing Documents, including the Exit Fee

                                       19

<PAGE>

and the Arrangement Fee as defined in the DIP Financing Agreement and as amended
pursuant to the terms of this Final Order are fair, reasonable and a condition
to the benefits to be afforded the Debtors under the DIP Financing Documents,
provided that all such fees shall accrue without interest and shall (other than
legal and advisory fees and expenses payable to Weisel as set forth in
paragraphs 8 and 9 above) not be paid until the earlier to occur of (i)
consummation of the Joint Plan (in which case such fees shall be payable in the
form and manner set forth in the Joint Plan) or (ii) the Termination Date.

         21.      The Debtors and the DIP Lenders are hereby authorized to
implement, in accordance with the terms of the DIP Financing Documents, any
amendments to and modifications of any of the DIP Financing Documents without
further order of the Court on the following conditions: (i) the amendment or
modification does not constitute a material change to the terms of the DIP
Financing Documents (and, without limitation, a "material change" shall include
a change that operates to increase the rate of interest other than as currently
provided in the DIP Financing Agreement, increase the aggregate amount of the
DIP Facility or any fees and costs assessed thereunder, enlarge the nature and
extent of default remedies available to the DIP Lenders following an event of
default or adversely impact or effect the Minority Banks); and, (ii) copies of
the amendment or modification must be served by counsel for Debtors upon counsel
for the Prepetition Lenders, any statutory committee, and the UST. Any amendment
or modification that constitutes a material change must be approved by the Court
to be effective.

         22.      Upon or after the occurrence of an Event of Default under (and
as defined in) the DIP Financing Agreement as amended pursuant to the terms of
this Final Order, the DIP Lenders may, in their sole discretion, terminate
further Credit Extensions under the DIP Facility as provided in the DIP
Financing Agreement, demand repayment of all Post-Petition Debt and

                                       20

<PAGE>

enforce the security interests and liens granted under the DIP Financing
Documents or provided for in this Final Order with respect to the Collateral and
take all other actions and exercise all other remedies under the DIP Financing
Documents and applicable law which may be necessary to collect any Post-Petition
Debt and to proceed against or realize upon all or any portion of the Collateral
as if these chapter 11 cases or any superseding chapter 7 cases were not
pending, so long as such actions do not impair the rights and interests of the
Minority Banks in the Collateral (including any rights and interests of the
Minority Banks in the event the Fifth Amendment is deemed not valid, effective
and binding in any or all espects by a final non-appealable order).

         23.      Prior to the enforcement of the DIP Lenders' remedies as
provided herein, the DIP Lenders shall not be required to move for or obtain
entry of an order of this Court modifying or lifting the automatic stay
otherwise applicable under section 362 of the Bankruptcy Code to permit such
enforcement, provided that the DIP Lenders shall provide five business days'
written notice (counted after the first business day of receipt of any such
notice) by facsimile or overnight courier service to counsel for the Debtors,
the UST, the Minority Banks and any statutory committee of creditors of any
action to enforce their remedies against property of the Debtors or the estate.
In no event shall the Debtors be authorized to use any proceeds of Collateral or
any proceeds of any Credit Extensions subsequent to an Event of Default to pay
any cost or expenses of administration in these Chapter 11 cases or in any
superseding Chapter 7 case after the occurrence of an Event of Default (except
in respect of the Carve-Out) until such time as all of the Post-Petition Debt
and Prepetition Secured Debt is paid in full (or cash collateralized) in
accordance with the terms of the DIP Financing Agreement. Thereafter, any
remaining balance of payments or proceeds coming into the possession of the DIP
Lenders shall be turned over to Debtors for payment to creditors in accordance
with further orders of the Court.

                                       21

<PAGE>

         24.      The DIP Lenders have agreed to waive any Defaults or Events of
Default that may exist on or prior to March 26, 2003, and all such Defaults or
Events shall be deemed waived pursuant to this Order.

         25.      Upon or after the occurrence of an Event of Default under (and
as defined in) the DIP Financing Agreement as amended pursuant to the terms of
this Final Order, the Required Lenders may withdraw their consent to the
Debtors' use of the Cash Collateral upon three business days' prior written
notice, in which event the Debtors shall cease using such Cash Collateral absent
a further Order of this Court. The Debtors may use Cash Collateral before the
expiration of the three-day notice period contemplated in this paragraph solely
in amounts corresponding to the amounts projected by the Debtors in the
then-applicable Approved Budget.

         26.      Nothing herein shall be deemed to be a waiver by the
Prepetition Lenders or the DIP Lenders of their rights to request additional or
further protection of their respective interests in any property of Debtors, to
move for relief from the automatic stay, to seek the appointment of a trustee or
examiner or the dismissal of these cases, or to request any other relief in
these cases, nor shall anything herein or in any of the DIP Financing Documents
constitute an admission by the Prepetition Lenders or the DIP Lenders of the
quantity, quality or value of any Collateral securing the Prepetition Debt or
Post-Petition Debt or constitute a finding of adequate protection with respect
to the interests of Prepetition Lenders or DIP Lenders in any Collateral. The
Prepetition Lenders shall be deemed to have reserved all rights to assert
entitlement to the protections and benefits of section 507(b) of the Bankruptcy
Code in connection with any use, sale or other disposition of any of the
Collateral, to the extent that the protection afforded by this Final Order to
Prepetition Lenders' interests in any Collateral proves to be inadequate.

                                       22

<PAGE>

         27.      The provisions of this Final Order shall be binding upon the
Debtors and their respective successors and assigns, including, without
limitation, any trustee appointed in any of these chapter 11 cases or any case
to which these cases are subsequently converted and shall survive entry of an
order confirming any plan of reorganization. The rights, remedies, powers and
privileges conferred upon the Prepetition Lenders or the DIP Lenders pursuant to
this Final Order shall be in addition to and cumulative with those contained in
the DIP Financing Documents and Prepetition Loan Documents.

         28.      Pursuant to this Final Order, the DIP Financing Agreement
shall be deemed amended in the following manner:

                  a.       The definition of "Arrangement Fee" shall be replaced
with the following: "mean, with respect to any Loan advanced to the Borrower
pursuant to this Agreement, 3% of the principal amount of such loan, provided
that such fee shall accrue without interest on each Borrowing Date, and shall
not be paid until the earlier of (i) consummation of the Joint Plan (in which
case such fee shall be payable in equity in the Reorganized Debtors) or (ii) the
Termination Date."

                  b.       The words "and/or the Joint Plan" shall be stricken
from the definition of "Material Adverse Effect";

                  c.       The "Exit Fee" (as defined in Section 2.05(b)) shall
be a fee equal to $2,000,000.00 cash;

                  d.       Section 3.02(x) of the DIP Financing Agreement shall
be deleted in its entirety;

                                       23

<PAGE>

                  e.       The clause "Subject to the Loan Parties' fiduciary
duty to creditors" shall be inserted prior to the first sentence in Section
5.01(i);

                  f.       The clause "provided that nothing in this section
shall be construed to limit or restrict in any way the Loan Parties' ability and
obligation to respond to and support inquiries from third parties (including the
official committee of unsecured creditors and prospective purchasers or
financiers identified by such committee) for information, documents, interviews,
or other forms of diligence." shall be inserted at the end of the last sentence
contained in Section 5.02(k) and at the end of the last sentence contained in
Section 5.02(n);

                  g.       The words "or is filed by any other Person" shall be
stricken from Section 6.01(m)(iii);

                  h.       The words "within thirty-five (35) days after the
Petition Date" contained in Section 6.01(r) shall be replaced with "on or before
May 15, 2003.";

                  i.       The words "within eighty (80) days after the Petition
Date" contained in Section 6.01(s) shall be replaced with "on or before June 30,
2003";

                  j.       Section 6.01(u) shall be deleted;

                  k.       The clause "other than objections or threats to
object to the entry of the Interim DIP Order or the Final DIP Order" contained
in Section 3.02(viii) shall be replaced with the clause "other than objections
or threats to object to the entry of the Final DIP Order and the state court
lawsuit that certain of the Prepetition Lenders have brought against the DIP
Lenders and the Administrative Agent in connection with the Fifth Amendment,";

                                       24

<PAGE>

                  l.       The phrase "File the Joint Plan and the Disclosure
Statement with the Bankruptcy Court on the Petition Date, after which the Loan
Parties take all reasonable actions to obtain confirmation of the Joint Plan by
the Bankruptcy Court (including actions requested by the Plan Proponents),"
contained in the first sentence of section 5.01(i) shall be replaced with
"Subject to the Loan Parties' fiduciary duty to creditors, take all reasonable
actions to obtain confirmation of the Joint Plan by the Bankruptcy Court
(including actions reasonably requested by the Plan Proponents),";

                  m.       The phrase "or included in the approved Budget" shall
be inserted after the word "insurance" contained in section 6.01(f); and

                  n.       The phrase "(ii) the Final Order shall not have been
entered within thirty (30) days after the Petition Date," contained in section
6.01(k) shall be replaced with "(ii) the Final Order shall not have been entered
by March 27, 2003."

         29.      In the event that any or all of the provisions of this Final
Order are hereafter modified, vacated or stayed, any indebtedness, obligation or
liability incurred by the Debtors to the DIP Lenders under the DIP Financing
Documents prior to the effective date of such stay, modification or vacation
shall be governed in all respects by the original provisions of this Final
Order, and the DIP Lenders shall be entitled to all of the protections afforded
by the provisions of 11 U.S.C. Section 364(e) and to all the rights, remedies,
privileges, and benefits under 11 U.S.C. Section 364(e), including, without
limitation the security interests, liens and priorities granted pursuant to the
DIP Financing Documents with respect to all Post-Petition Debt, obligations, and
liabilities.

                                       25

<PAGE>

         30.      The provisions of this Final Order shall be effective
immediately upon entry of this Final Order and any actions taken pursuant
thereto shall survive entry of, and shall govern with respect to any conflict
with any order that may be entered, dismissing any of these chapter 11 cases, or
converting the chapter 11 cases to chapter 7 cases.

         31.      Nothing in this Final Order shall prejudice or compromise any
right or remedy that the Prepetition Lenders may have against persons or
entities other than the Debtors; nor shall anything in this Final Order permit
any party to take any action otherwise prohibited by 11 U.S.C. Section 362
except to the extent explicitly set forth in paragraphs five (5) and twenty-one
(21) of this Final Order, including, without limitation, any act to create,
perfect, or enforce any lien against property of the estate, and any act to
create, perfect, or enforce against property of the Debtors any lien to the
extent that such lien secures a claim that arose before commencement of these
cases.

         32.      Notwithstanding anything set forth herein or in the Loan
Documents, the Official Committee of Unsecured Creditors appointed in these
bankruptcy cases (the "Committee") shall have standing to bring a motion for
sale of all or substantially all of the Debtors' assets pursuant to section 363
of the Bankruptcy Code provided that (a) the aggregate cash consideration for
such sale is adequate to pay, in full (i) all of the claims of the DIP Lenders
and the Prepetition Lenders, including all claims for fees and expenses as set
forth herein and pursuant to the DIP Financing Documents, (assuming, for
purposes of this calculation only, that all such claims of the Prepetition
Lenders and the DIP Lenders would ultimately deemed allowed and unavoidable) and
(ii) all claims entitled to priority under sections 503 and 507 of the
Bankruptcy Code, and further provided that (b) the order authorizing the Debtors
to enter into any asset purchase

                                       26

<PAGE>

agreement in connection with such sale shall require that the proposed buyer
replace the DIP Facility upon such order becoming a final order.

         33.      Notwithstanding anything set forth herein, all rights of the
Minority Banks arising out of or in connection with the Fifth Amendment,
including without limitation all rights to contend that such Fifth Amendment is
in any or all respects unenforceable, void, or invalid, are hereby expressly
reserved.

ENTERED this ___ day of March, 2003:

                                                  ______________________________
                                                  UNITED STATES BANKRUPTCY JUDGE

APPROVED AS TO FORM AND CONSENTED TO:

ATTORNEYS FOR THE DEBTORS
AND DEBTORS-IN-POSSESSION

____________________________
David M. Friedman
Robert M. Novick
Michelle L. Fivel
KASOWITZ, BENSON, TORRES
& FRIEDMAN LLP
1633 Broadway
New York, New York 10019
Telephone:  (212) 506-1700
Telecopier: (212) 506-1800

                                       27

<PAGE>

      -- and --

Daniel J. Defranceschi
John H. Knight
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
(302) 651-7700

ATTORNEYS FOR WEISEL

__________________________________
Thomas Moers Mayer
Matthew J. Williams
KRAMER LEVIN NAFTALIS
& FRANKEL LLP
919 Third Avenue
New York, New York 10022-3852
(212) 715-9100

ATTORNEYS FOR WELLS FARGO

__________________________________
Mark Joachim
J. Alexander Lawrence
Morrison & Foerster LLP
1290 Avenue of the Americas
New York, New York 10104
(212) 468-8000

ATTORNEYS FOR FLEET NATIONAL BANK

__________________________________
Alan S. Brilliant
Deirdre Ann Sullivan
MILBANK TWEED,
HADLEY & McCLOY LLP
One Chase Manhattan Plaza
New York, New York 10003
(212) 530-5000

                                       28

<PAGE>

ATTORNEYS FOR THE OFFICIAL
COMMITTEE OF UNSECURED CREDITORS

__________________________________
Tobias S. Keller
Pachulski, Stang, Ziehl, Young & Jones Professional Corporation
Three Embarcadero Center, Suite 1020
San Francisco, CA 94111
(415) 263-7000

                                       29