<PAGE>

                                                                    EXHIBIT 10.3

                                                                [EXECUTION COPY]





                     AMENDED AND RESTATED CREDIT AGREEMENT,

                          dated as of November 7, 2000
                  (amending and restating the Credit Agreement
                          dated as of October 11, 2000)

                                      among

                         ADVANSTAR COMMUNICATIONS INC.,
                                as the Borrower,

                         VARIOUS FINANCIAL INSTITUTIONS,
                                 as the Lenders,

                              FLEET NATIONAL BANK,
                           as the Administrative Agent
                                for the Lenders,

                           DLJ CAPITAL FUNDING, INC.,
                            as the Syndication Agent
                                for the Lenders,

                                       and

                               BARCLAYS BANK PLC,
                           as the Documentation Agent
                                for the Lenders.




                              SOLE BOOK RUNNER AND
                                 LEAD ARRANGER:

                            DLJ CAPITAL FUNDING, INC.


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                                TABLE OF CONTENTS
SECTION                                                                    PAGE


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

1.1.    Defined Terms.........................................................4
1.2.    Use of Defined Terms.................................................42
1.3.    Cross-References.....................................................42
1.4.    Accounting and Financial Determinations..............................42


                                   ARTICLE II

                     CONTINUATION OF CERTAIN EXISTING LOANS,
                 COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,
                           NOTES AND LETTERS OF CREDIT

2.1.    Continuation of Loans; Commitments...................................43
2.1.1.  Continuation of Term Loans; Additional Term Loan Commitments  .......43
2.1.2.  Revolving Loan Commitment and Swing Line Loan Commitment.............44
2.1.3.  Letter of Credit Commitment..........................................45
2.1.4.  Lenders Not Permitted or Required to Make the Loans..................45
2.1.5.  Issuer Not Permitted or Required to Issue Letters of Credit..........46
2.1.6.  Assignment and Reallocation of Existing Loans and Commitments........46
2.2.    Changes in Commitment Amount.........................................47
2.2.1.  Reduction of Commitment Amount.......................................47
2.2.2.  Increases in Revolving Loan Commitment Amount; Additional Term
        Loan Commitments.....................................................47
2.3.    Borrowing Procedures and Funding Maintenance.........................49
2.3.1.  Term Loans and Revolving Loans.......................................49
2.3.2.  Swing Line Loans.....................................................49
2.4.    Continuation and Conversion Elections................................50
2.5.    Funding..............................................................51
2.6.    Issuance Procedures..................................................51
2.6.1.  Other Lenders' Participation.........................................52
2.6.2.  Disbursements; Conversion to Revolving Loans.........................52
2.6.3.  Reimbursement........................................................53
2.6.4.  Deemed Disbursements.................................................54
2.6.5.  Nature of Reimbursement Obligations..................................54
2.7.    Register; Notes......................................................55


                                       -i-

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                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

3.1.    Repayments and Prepayments; Application..............................56
3.1.1.  Repayments and Prepayments...........................................56
3.1.2.  Application..........................................................63
3.2.    Interest Provisions..................................................64
3.2.1.  Rates................................................................64
3.2.2.  Post-Maturity Rates..................................................64
3.2.3.  Payment Dates........................................................65
3.3.    Fees.................................................................65
3.3.1.  Commitment Fees......................................................65
3.3.2.  Administrative Agent Fee.............................................66
3.3.3.  Letter of Credit Fee.................................................66


                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

4.1.    LIBO Rate Lending Unlawful...........................................66
4.2.    Deposits Unavailable.................................................67
4.3.    Increased LIBO Rate Loan Costs, etc..................................67
4.4.    Funding Losses.......................................................67
4.5.    Increased Capital Costs..............................................68
4.6.    Taxes................................................................68
4.7.    Payments, Computations, etc..........................................71
4.8.    Sharing of Payments..................................................71
4.9.    Setoff...............................................................72
4.10.   Mitigation...........................................................72
4.11.   Replacement of Lenders...............................................72


                                    ARTICLE V

                       CONDITIONS TO EFFECTIVENESS AND TO
                            FUTURE CREDIT EXTENSIONS

5.1.    Effectiveness........................................................73
5.1.1.  Resolutions, etc.....................................................73
5.1.2.  Delivery of Notes....................................................73
5.1.3.  Opinions of Counsel..................................................73
5.1.4.  Closing Fees, Expenses, etc..........................................74


                                      -ii-

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5.1.5.  Affirmation and Consent..............................................74
5.1.6.  Satisfactory Legal Form..............................................74
5.2.    All Credit Extensions................................................74
5.2.1.  Compliance with Warranties, No Default, etc..........................74
5.2.2.  Credit Extension Request.............................................74


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

6.1.    Organization, etc....................................................75
6.2.    Due Authorization, NonContravention, etc.............................75
6.3.    Government Approval, Regulation, etc.................................75
6.4.    Validity, etc........................................................76
6.5.    Financial Information................................................76
6.6.    No Material Adverse Change...........................................76
6.7.    Litigation, etc......................................................76
6.8.    Subsidiaries.........................................................77
6.9.    Ownership of Properties..............................................77
6.10.   Taxes................................................................77
6.11.   Pension and Welfare Plans............................................77
6.12.   Environmental Matters................................................77
6.13.   Regulations U and X..................................................78
6.14.   Accuracy of Information..............................................78
6.15.   Solvency.............................................................79


                                   ARTICLE VII

                                    COVENANTS

7.1.    Affirmative Covenants................................................79
7.1.1.  Financial Information, Reports, Notices, etc.........................79
7.1.2.  Compliance with Laws, etc............................................81
7.1.3.  Maintenance of Properties............................................81
7.1.4.  Insurance............................................................82
7.1.5.  Books and Records....................................................82
7.1.6.  Environmental Covenant...............................................82
7.1.7.  Future Subsidiaries..................................................83
7.1.8.  Future Acquisitions of Leased, Real or Other Property................84
7.1.9.  Use of Proceeds, etc.................................................85
7.1.10. Hedging Obligations..................................................85
7.1.11. Intellectual Property................................................85


                                      -iii-

<PAGE>



7.1.12.  Mortgages...........................................................85
7.1.13.  PostClosing Pledges.................................................86
7.1.14.  Material Subsidiaries...............................................86
7.2.     Negative Covenants..................................................87
7.2.1.   Business Activities.................................................87
7.2.2.   Indebtedness........................................................87
7.2.3.   Liens...............................................................89
7.2.4.   Financial Covenants.................................................91
7.2.5.   Investments.........................................................92
7.2.6.   Restricted Payments, etc............................................95
7.2.7.   Capital Expenditures, etc...........................................97
7.2.8.   Consolidation, Merger, etc..........................................98
7.2.9.   Asset Dispositions, etc.............................................98
7.2.10.  Modification of Certain Agreements..................................99
7.2.11.  Transactions with Affiliates.......................................100
7.2.12.  Negative Pledges, Restrictive Agreements, etc......................100
7.2.13.  Securities of Subsidiaries.........................................101
7.2.14.  Sale and Leaseback.................................................101
7.2.15.  Designation of Senior Indebtedness.................................101


                                  ARTICLE VIII

                                EVENTS OF DEFAULT

8.1.     Listing of Events of Default.......................................101
8.1.1.   NonPayment of Obligations..........................................101
8.1.2.   Breach of Warranty.................................................102
8.1.3.   NonPerformance of Certain Covenants and Obligations................102
8.1.4.   NonPerformance of Other Covenants and Obligations..................102
8.1.5.   Default on Other Indebtedness......................................102
8.1.6.   Judgments..........................................................102
8.1.7.   Pension Plans......................................................102
8.1.8.   Change in Control..................................................103
8.1.9.   Bankruptcy, Insolvency, etc........................................103
8.1.10.  Impairment of Security, etc........................................103
8.1.11.  Subordinated Notes.................................................104
8.2.     Action if Bankruptcy, etc..........................................104
8.3.     Action if Other Event of Default...................................104




                                      -iv-

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                                   ARTICLE IX

                                   THE AGENTS

9.1.    Actions.............................................................105
9.2.    Funding Reliance, etc...............................................105
9.3.    Exculpation; Notice of Default......................................106
9.4.    Successor...........................................................106
9.5.    Credit Extensions by each Agent.....................................107
9.6.    Credit Decisions....................................................107
9.7.    Copies, etc.........................................................107
9.8.    The Syndication Agent and the Administrative Agent..................107
9.9.    Documentation Agent.................................................108


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

10.1.   Waivers, Amendments, etc............................................108
10.2.   Notices.............................................................110
10.3.   Payment of Costs and Expenses.......................................110
10.4.   Indemnification.....................................................111
10.5.   Survival............................................................112
10.6.   Severability........................................................112
10.7.   Headings............................................................113
10.8.   Execution in Counterparts; Effectiveness............................113
10.9.   Governing Law; Entire Agreement.....................................113
10.10.  Successors and Assigns..............................................113
10.11.  Sale and Transfer of Loans and Commitments; Participations in Loans.113
10.11.1.Assignments.........................................................113
10.11.2.Participations......................................................116
10.12.  Other Transactions..................................................117
10.13.  Forum Selection and Consent to Jurisdiction.........................117
10.14.  Waiver of Jury Trial................................................118
10.15.  Confidentiality.....................................................118


SCHEDULE I        -        Disclosure Schedule
SCHEDULE II       -        Percentages and Administrative Information

EXHIBIT A-1       -        Form of Revolving Note
EXHIBIT A-2       -        Form of Term-A Note
EXHIBIT A-3       -        Form of Term-B Note


                                       -v-

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EXHIBIT A-4       -        Form of Swing Line Note
EXHIBIT B-1       -        Form of Borrowing Request
EXHIBIT B-2       -        Form of Issuance Request
EXHIBIT C         -        Form of Continuation/Conversion Notice
EXHIBIT D         -        Form of Closing Date Certificate
EXHIBIT E         -        Form of Compliance Certificate
EXHIBIT F         -        Form of Lender Assignment Agreement
EXHIBIT G-1       -        Form of AHC Guaranty and Pledge Agreement
EXHIBIT G-2       -        Form of Holdco Guaranty and Pledge Agreement
EXHIBIT G-3       -        Form of Borrower Pledge and Security Agreement
EXHIBIT G-4       -        Form of Subsidiary Pledge and Security Agreement
EXHIBIT H         -        Form of Subsidiary Guaranty
EXHIBIT I         -        Form of Subordination Provisions


                                      -vi-

<PAGE>





                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 7, 2000,
is among ADVANSTAR COMMUNICATIONS INC., a New York corporation (the "BORROWER"),
the various financial institutions as are or may become parties hereto
(collectively, the "LENDERS"), DLJ CAPITAL FUNDING, INC. ("DLJ"), as lead
arranger and sole book runner (in such capacity, the "LEAD ARRANGER") and as
syndication agent (in such capacity, the "SYNDICATION AGENT") for the Lenders,
FLEET NATIONAL BANK ("FLEET"), as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT", and collectively with the Syndication Agent, the
"AGENTS") for the Lenders, and BARCLAYS BANK PLC, as documentation agent (in
such capacity, the "DOCUMENTATION AGENT") for the Lenders.


                              W I T N E S S E T H:

      WHEREAS, DLJ Merchant Banking Partners III, L.P., and certain affiliated
investment funds (collectively, the "DLJMB ENTITIES"), own all of the issued and
outstanding Capital Stock of Advanstar Holdings Corp. (formerly known as Jetman
Acquisition Corp.), a newly-formed Delaware corporation ("AHC"), and AHC owns
all of the issued and outstanding Capital Stock of Junior Jetman Corp., a
Delaware corporation ("MERGERSUB");

      WHEREAS, the DLJMB Entities acquired Advanstar, Inc., a Delaware
corporation ("HOLDCO"), pursuant to a transaction in which, among other things,
MergerSub merged (the "MERGER") with and into Holdco, pursuant to the Agreement
and Plan of Merger, dated as of August 14, 2000 (the "MERGER AGREEMENT"), among
AHC, MergerSub, Holdco and AHI Advanstar LLC, a Delaware limited liability
company and sole shareholder of Holdco, with Holdco being the surviving Person
of the Merger;

      WHEREAS, the Borrower is a Wholly-Owned Subsidiary of Holdco;

      WHEREAS, in connection with the Merger, and pursuant to the Transaction
Documents, the following capital-raising transactions occurred prior to or
contemporaneously with the Closing Date:

            (a) Holdco issued (the "HOLDCO DISCOUNT DEBENTURE ISSUANCE") senior
      discount debentures (the "HOLDCO DISCOUNT DEBENTURES") pursuant to the
      Holdco Discount Debenture Indenture for gross proceeds of not less than
      $50,000,000;

            (b) AHC issued (the "WARRANT ISSUANCE") to the purchasers of the
      Holdco Discount Debentures warrants (the "WARRANTS") to purchase common
      stock of AHC; and


<PAGE>

            (c) AHC issued (the "EQUITY ISSUANCE") its Capital Stock to the
      DLJMB Entities for gross cash proceeds of at least $296,500,000 (less the
      amount of the Rollover Equity, if any) which will be applied by AHC and
      MergerSub to consummate the Merger and the Refinancing (as defined below);

      WHEREAS, in connection with the Transaction (as defined below), the
Borrower repaid (the "REFINANCING") substantially all of its outstanding
Indebtedness other than its 9 1/4% senior subordinated notes due 2008 in an
aggregate principal amount of $150,000,000 (the "EXISTING SENIOR SUBORDINATED
NOTES") and made an offer (the "EXISTING SENIOR SUBORDINATED NOTES REDEMPTION
OFFER") to redeem the Existing Senior Subordinated Notes at a redemption price
equal to 101% of the principal amount thereof plus accrued and unpaid interest
thereon;

      WHEREAS, in connection with the Transaction, the Borrower paid a dividend
(the "BORROWER CLOSING DATE DIVIDEND", and together with the Merger, the Holdco
Discount Debenture Issuance, the Warrant Issuance, the Equity Issuance, the
Refinancing and all transactions related thereto, including those described in
the recitals hereto, collectively referred to herein as the "TRANSACTION") in an
amount equal to the sum of the merger consideration paid by Holdco in connection
with the Merger and the fees and expenses paid by Holdco in connection with the
Transaction LESS the net proceeds received by Holdco from the Holdco Discount
Debenture Issuance;

      WHEREAS, pursuant to the Credit Agreement dated as of October 11, 2000 (as
amended, supplemented or otherwise modified prior to the date hereof, the
"EXISTING CREDIT AGREEMENT"), among the Borrower, various financial institutions
as lenders (the "EXISTING LENDERS"), DLJ Capital Funding, Inc., as lead arranger
and as syndication agent for the Existing Lenders, Fleet National Bank, as
administrative agent for the Existing Lenders, and DLJ Capital Funding, Inc., as
documentation agent for the Existing Lenders, the Existing Lenders, on the terms
and subject to the conditions set forth therein, committed to make extensions of
credit to the Borrower and did extend a revolving loan commitment, letter of
credit commitment and swing line loan commitment and made the Initial Term-A
Loans and the Initial Term-B Loans (collectively, together with any outstanding
Revolving Loans and Swing Line Loans, the "EXISTING LOANS");

      WHEREAS, in connection with the Transaction and the ongoing working
capital and general corporate needs of the Borrower and its Subsidiaries, the
Borrower obtained and desires to continue the following financing facilities
from the Lenders:

            (a) Borrowings of Term Loans, in a maximum original principal amount
      equal to the Initial Term-A Loan Commitment Amount (in the case of Term-A
      Loans) and the Initial Term-B Loan Commitment Amount (in the case of
      Term-B Loans), were made to the Borrower on the Closing Date;

            (b) a Revolving Loan Commitment (to include availability for
      Revolving Loans, Swing Line Loans and Letters of Credit) pursuant to which
      Borrowings of Revolving



                                       -2-

<PAGE>

      Loans, in a maximum aggregate principal amount (together with all Swing
      Line Loans and Letter of Credit Outstandings) not to exceed the Revolving
      Loan Commitment Amount, will continue to be made to the Borrower from time
      to time on and subsequent to the Closing Date but prior to the Revolving
      Loan Commitment Termination Date;

            (c) a Letter of Credit Commitment pursuant to which Letters of
      Credit will be issued, in a maximum aggregate Stated Amount at any one
      time outstanding not to exceed the Letter of Credit Commitment Amount, for
      the account of the Borrower and its Subsidiaries from time to time on and
      subsequent to the Closing Date but prior to the Revolving Loan Commitment
      Termination Date; and

            (d) a Swing Line Loan Commitment pursuant to which Borrowings of
      Swing Line Loans in an aggregate outstanding principal amount not to
      exceed the Swing Line Loan Commitment Amount will be made to the Borrower
      from time to time on and subsequent to the Closing Date but prior to the
      Revolving Loan Commitment Termination Date; and

      WHEREAS, the Borrower has requested that the Existing Credit Agreement be
amended and restated in its entirety to become effective and binding on the
Borrower pursuant to the terms of this Agreement, and the Lenders and the
Existing Lenders have agreed to amend and restate the Existing Credit Agreement
in its entirety to read as set forth herein, and it has been agreed by the
parties to the Existing Credit Agreement that (a) the commitments which the
Existing Lenders have agreed to extend to the Borrower under the Existing Credit
Agreement shall be extended or advanced upon the amended and restated terms and
conditions contained in this Agreement and (b) the Existing Loans and other
Obligations outstanding under the Existing Credit Agreement shall be governed by
and deemed to be outstanding under the amended and restated terms and conditions
contained in this Agreement, with the intent that the terms of this Agreement
shall supersede the terms of the Existing Credit Agreement (each of which shall
hereafter have no further effect upon the parties thereto, other than for
accrued fees and expenses, and indemnification provisions, accrued and owing
under the terms of the Existing Credit Agreement on or prior to the date hereof
or arising (in the case of an indemnification) under the terms of the Existing
Credit Agreement); PROVIDED, HOWEVER, that any Rate Protection Agreements with
any one or more Existing Lenders (or their respective Affiliates) shall continue
unamended and in full force and effect;

      WHEREAS, all Obligations are and shall continue to be secured by, among
other things, the Pledge Agreements and shall continue to be guaranteed by each
Guarantor; and

      NOW, THEREFORE, the parties hereto hereby agree to amend and restate the
Existing Credit Agreement, and the Existing Credit Agreement is hereby amended
and restated in its entirety as follows.



                                       -3-

<PAGE>


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      SECTION 1.1. DEFINED TERMS. The following terms (whether or not
underscored) when used in this Agreement, including its preamble and recitals,
shall, except where the context otherwise requires, have the following meanings
(such meanings to be equally applicable to the singular and plural forms
thereof):

      "ADDITIONAL TERM-A LOAN" is defined in CLAUSE (B) of SECTION 2.1.1.

      "ADDITIONAL TERM-A LOAN COMMITMENT" is defined in SECTION 2.2.2.

      "ADDITIONAL TERM-A LOAN COMMITMENT AMOUNT" is defined in SECTION 2.2.2.

      "ADDITIONAL TERM-A LOAN COMMITMENT TERMINATION DATE" means, with respect
to any Additional Term-A Loan Commitment, the earliest of (a) any date agreed by
the Borrower, the Lender providing such Additional Term-A Loan Commitment and
the other Lenders providing related Additional Term-A Loan Commitments, (b) the
date upon which Additional Term-A Loans in an aggregate principal amount equal
to the related Additional Term-A Loan Commitment Amount shall have been made
(immediately after the making of such Additional Term-A Loans on such date) and
(c) the date on which any Commitment Termination Event occurs.

      "ADDITIONAL TERM-B LOAN" is defined in CLAUSE (D) of SECTION 2.1.1.

      "ADDITIONAL TERM-B LOAN COMMITMENT" is defined in SECTION 2.2.2.

      "ADDITIONAL TERM-B LOAN COMMITMENT AMOUNT" is defined in SECTION 2.2.2.

      "ADDITIONAL TERM-B LOAN COMMITMENT TERMINATION DATE" means, with respect
to any Additional Term-B Loan Commitment, the earliest of (a) any date agreed by
the Borrower, the Lender providing such Additional Term-B Loan Commitment and
the other Lenders providing related Additional Term-B Loan Commitments, (b) the
date upon which Additional Term-B Loans in an aggregate principal amount equal
to the related Additional Term-B Loan Commitment Amount shall have been made
(immediately after the making of such Additional Term-B Loans on such date) and
(c) the date on which any Commitment Termination Event occurs.

      "ADDITIONAL TERM LOAN COMMITMENT" means an Additional Term-A Loan
Commitment or an Additional Term-B Loan Commitment.

      "ADDITIONAL TERM LOAN COMMITMENT AMOUNT" means an Additional Term-A Loan
Commitment Amount or an Additional Term-B Loan Commitment Amount.



                                       -4-

<PAGE>


      "ADDITIONAL TERM LOAN COMMITMENT TERMINATION DATE" mean an Additional
Term-A Loan Commitment Termination Date or an Additional Term-B Loan Commitment
Termination Date.

      "ADDITIONAL TERM LOANS" means, collectively, Additional Term-A Loans and
Additional Term-B Loans.

      "ADMINISTRATIVE AGENT" is defined in the PREAMBLE and includes each other
Person as shall have subsequently been appointed as the successor Administrative
Agent pursuant to SECTION 9.4.

      "ADMINISTRATIVE AGENT FEE LETTER" means the confidential fee letter, dated
as of the date hereof, between the Borrower and the Administrative Agent.

      "ADVANSTAR.COM" means Advanstar.com, Inc., a Delaware corporation.

      "ADVANSTAR IH" means Advanstar IH, Inc., a Delaware corporation.

      "ADVANSTAR WIDEBAND" means Advanstar Wideband, a New York partnership.

      "AFFILIATE" of any Person means any other Person which, directly or
indirectly, controls, is controlled by or is under common control with such
Person (excluding any trustee under, or any committee with responsibility for
administering, any Plan). A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (a)
to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors or managing general partners, or (b)
to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise.

      "AFFIRMATION AND CONSENT" means the Affirmation and Consent to be executed
and delivered by each Obligor pursuant to the terms hereof, in form and
substance reasonably satisfactory to the Agents.

      "AGENTS" means, collectively, the Administrative Agent and the Syndication
Agent.

      "AGREEMENT" means, on any date, the Existing Credit Agreement as amended
and restated hereby and as further amended, supplemented, amended and restated,
or otherwise modified from time to time and in effect on such date.

      "AHC" is defined in the FIRST RECITAL.

      "AHC GUARANTY AND PLEDGE AGREEMENT" means the Guaranty and Pledge
Agreement, dated as of October 11, 2000, substantially in the form of EXHIBIT
G-1 hereto, executed and delivered by an Authorized Officer of AHC pursuant to
the terms of the Existing Credit


                                       -5-

<PAGE>


Agreement, as amended, supplemented, amended and restated or otherwise modified
from time to time.

      "ALTERNATE BASE RATE" means, for any day and with respect to all Base Rate
Loans, the higher of: (a) 0.50% per annum above the latest Federal Funds Rate;
and (b) the Prime Rate of interest in effect for such day as most recently
publicly announced by the Administrative Agent in Boston, Massachusetts. Any
change in the Prime Rate established or announced by the Administrative Agent
shall take effect at the opening of business on the day of such establishment or
announcement.

      "AMENDMENT EFFECTIVE DATE" means the date this Agreement becomes effective
pursuant to SECTIONS 5.1 and 10.8.

      "ANNUALIZED" means (a) with respect to the end of the first Fiscal Quarter
of the Borrower ending after the Closing Date, the applicable amount for such
Fiscal Quarter multiplied by four, (b) with respect to the second Fiscal Quarter
of the Borrower ending after the Closing Date, the applicable amount for such
Fiscal Quarter and the immediately preceding Fiscal Quarter multiplied by two,
and (c) with respect to the third Fiscal Quarter of the Borrower ending after
the Closing Date, the applicable amount for such Fiscal Quarter and the
immediately preceding two Fiscal Quarters multiplied by one and one-third.

      "APPLICABLE COMMITMENT FEE" means, (a) for each day from the Closing Date
through (but excluding) the date upon which the Compliance Certificate for the
second Fiscal Quarter ending after the Closing Date is delivered or required to
be delivered by the Borrower to the Administrative Agent pursuant to CLAUSE (C)
of SECTION 7.1.1, a fee which shall accrue at a rate of (x) 1.25% per annum for
each day for which the Revolving Loan Utilization is less than or equal to 33%,
(y) 0.875% per annum for each day for which the Revolving Loan Utilization is
greater than 33% and less than or equal to 67% and (z) 0.500% per annum for each
day for which the Revolving Loan Utilization is greater than 67%, and (b) for
each day thereafter, a fee which shall accrue at the applicable rate per annum
set forth below under Applicable Commitment Fee (x) for each day for which the
Leverage Ratio is greater than or equal to 3.50:1, in column I, and (y) for each
day for which the Leverage Ratio is less than 3.50:1, in column II, in each case
determined by reference to the Revolving Loan Utilization for such day referred
to below:

           REVOLVING LOAN UTILIZATION             APPLICABLE COMMITMENT FEE
           --------------------------             -------------------------
                                                      I                II
                                                  --------           ------
           less than or equal to 33%                1.250%           0.875%
less than or equal to 67% and greater than 33%      0.875%           0.625%
               greater than 67%                     0.500%           0.375%

      The Leverage Ratio used to compute the Applicable Commitment Fee for any
day referred to in CLAUSE (B) above shall be the Leverage Ratio set forth in the
Compliance Certificate


                                       -6-

<PAGE>



most recently delivered by the Borrower to the Administrative Agent on or prior
to such day pursuant to CLAUSE (C) of SECTION 7.1.1. Changes in the Applicable
Commitment Fee resulting from a change in the Leverage Ratio shall become
effective on the first day following delivery by the Borrower to the
Administrative Agent of a new Compliance Certificate pursuant to CLAUSE (C) of
SECTION 7.1.1. If the Borrower shall fail to deliver a Compliance Certificate
within the number of days after the end of any Fiscal Quarter as required
pursuant to CLAUSE (C) of SECTION 7.1.1 (without giving effect to any grace
period), the Applicable Commitment Fee from and including the first day after
the date on which such Compliance Certificate was required to be delivered to
and including the date the Borrower delivers to the Administrative Agent the
next Compliance Certificate shall conclusively equal the highest Applicable
Commitment Fee set forth above. Notwithstanding the foregoing, the Borrower may,
in its sole discretion, within ten Business Days following the end of any Fiscal
Quarter, deliver to the Administrative Agent a written estimate (the "LEVERAGE
RATIO ESTIMATE") setting forth the Borrower's good faith estimate of the
Leverage Ratio (based on calculations contained in an estimated Compliance
Certificate) that will be set forth in the next Compliance Certificate required
to be delivered by the Borrower to the Administrative Agent pursuant to CLAUSE
(C) of SECTION 7.1.1. In the event that the Leverage Ratio Estimate indicates
that there would be a change in the Applicable Commitment Fee resulting from a
change in the Leverage Ratio, such change will become effective on the first day
following delivery of the Leverage Ratio Estimate. In the event that, once the
next Compliance Certificate is delivered, the Leverage Ratio as set forth in
such Compliance Certificate differs from that calculated in the Leverage Ratio
Estimate delivered for the Fiscal Quarter with respect to which such Compliance
Certificate has been delivered, and such difference results in an Applicable
Commitment Fee which is greater than the Applicable Commitment Fee theretofore
in effect, then (A) such greater Applicable Commitment Fee shall be deemed to be
in effect for all purposes of this Agreement from the first day following the
delivery of the Leverage Ratio Estimate and (B) if the Borrower shall have
theretofore made any payment of commitment fees in respect of the period from
the first day following the delivery of the Leverage Ratio Estimate to the
actual date of delivery of such Compliance Certificate, then, on the next
Quarterly Payment Date, the Borrower shall pay as a supplemental payment of
commitment fees, an amount which equals the difference between the amount of
commitment fees that would otherwise have been paid based on such new Leverage
Ratio and the amount of such commitment fees actually so paid.

      "APPLICABLE MARGIN" means at all times during the applicable periods set
forth below,

            (a) with respect to the unpaid principal amount of each Term-B Loan
      maintained as a (i) Base Rate Loan, 2.25% per annum and (ii) LIBO Rate
      Loan, 3.50% per annum;

            (b) from the Closing Date through (but excluding) the date upon
      which the Compliance Certificate for the second Fiscal Quarter ending
      after the Closing Date is delivered by the Borrower to the Administrative
      Agent pursuant to CLAUSE (C) of SECTION 7.1.1, with respect to the unpaid
      principal amount of each (i) Swing Line Loan (which shall be borrowed and
      maintained only as a Base Rate Loan) and each Revolving Loan and Term-A
      Loan maintained as a Base Rate Loan, 1.75% per annum, and


                                       -7-

<PAGE>



      (ii) Revolving Loan and Term-A Loan maintained as a LIBO Rate Loan, 3.00%
      per annum; and

            (c) at all times after the date of delivery of the Compliance
      Certificate described in CLAUSE (B) above, with respect to the unpaid
      principal amount of each (i) Swing Line Loan (which shall be borrowed and
      maintained only as a Base Rate Loan) and each Revolving Loan and Term-A
      Loan maintained as a Base Rate Loan, the rate determined by reference to
      the applicable Leverage Ratio and at the applicable percentage per annum
      set forth below under the column entitled "Applicable Margin for Base Rate
      Loans", and (ii) Revolving Loan and Term-A Loan maintained as a LIBO Rate
      Loan, the rate determined by reference to the applicable Leverage Ratio
      and at the applicable percentage per annum set forth below under the
      column entitled "Applicable Margin for LIBO Rate Loans".

<TABLE>
<CAPTION>
                                                 APPLICABLE                          APPLICABLE
                                              MARGIN FOR BASE                     MARGIN FOR LIBO
           LEVERAGE RATIO                        RATE LOANS                          RATE LOANS
           --------------                     ---------------                     ---------------
<S>                                          <C>                                 <C>
         greater than 5.0:1                        1.75%                               3.00%

    greater than 4.5:1 and less
       than or equal to 5.0:1                      1.50%                               2.75%

    greater than 4.0:1 and less
       than or equal to 4.5:1                      1.25%                               2.50%

    greater than 3.5:1 and less
       than or equal to 4.0:1                      0.75%                               2.00%

    less than or equal to 3.5:1                    0.50%                               1.75%
</TABLE>

      The Leverage Ratio used to compute the Applicable Margin for Swing Line
Loans, Revolving Loans and Term-A Loans for any day referred to in CLAUSE (C)
above shall be the Leverage Ratio set forth in the Compliance Certificate most
recently delivered by the Borrower to the Administrative Agent on or prior to
such day pursuant to CLAUSE (C) of SECTION 7.1.1. Changes in the Applicable
Margin for Swing Line Loans, Revolving Loans and Term-A Loans resulting from a
change in the Leverage Ratio shall become effective on the first day following
delivery by the Borrower to the Administrative Agent of a new Compliance
Certificate pursuant to CLAUSE (C) of SECTION 7.1.1. If the Borrower shall fail
to deliver a Compliance Certificate within the number of days after the end of
any Fiscal Quarter as required pursuant to CLAUSE (C) of SECTION 7.1.1 (without
giving effect to any grace period), the Applicable Margin for Swing Line Loans,
Revolving Loans and Term-A Loans from and including the first day after the date
on which such Compliance Certificate was required to be delivered to the date
the Borrower delivers to the Administrative Agent the next Compliance
Certificate shall conclusively equal



                                       -8-

<PAGE>



the highest Applicable Margin for Swing Line Loans, Revolving Loans and Term-A
Loans set forth above. Notwithstanding the foregoing, the Borrower may, in its
sole discretion, within ten Business Days following the end of any Fiscal
Quarter, deliver to the Administrative Agent a Leverage Ratio Estimate setting
forth the Borrower's good faith estimate of the Leverage Ratio (based on
calculations set forth in an estimated Compliance Certificate) that will be set
forth in the next Compliance Certificate required to be delivered by the
Borrower to the Administrative Agent pursuant to CLAUSE (C) of SECTION 7.1.1. In
the event that the Leverage Ratio Estimate indicates that there would be a
change in the Applicable Margin resulting from a change in the Leverage Ratio,
such change will become effective on the first day following delivery of the
Leverage Ratio Estimate. In the event that, once the next Compliance Certificate
is delivered, the Leverage Ratio as set forth in such Compliance Certificate
differs from that calculated in the Leverage Ratio Estimate delivered for the
Fiscal Quarter with respect to which such Compliance Certificate has been
delivered, and such difference results in an Applicable Margin which is greater
than the Applicable Margin theretofore in effect, then (A) such greater
Applicable Margin shall be deemed to be in effect for all purposes of this
Agreement from the first day following the delivery of the Leverage Ratio
Estimate and (B) if the Borrower shall have theretofore made any payment of
interest in respect of Swing Line Loans, Revolving Loans or Term-A Loans, or of
letter of credit fees pursuant to CLAUSE (I) of the first sentence of SECTION
3.3.3, in any such case in respect of the period from the first day following
the delivery of the Leverage Ratio Estimate to the actual date of delivery of
such Compliance Certificate, then, on the next Quarterly Payment Date, the
Borrower shall pay as a supplemental payment of interest and/or letter of credit
fees, an amount which equals the difference between the amount of interest and
letter of credit fees that would otherwise have been paid based on such new
Leverage Ratio and the amount of such interest and letter of credit fees
actually so paid.

      "ASSIGNEE LENDER" is defined in SECTION 10.11.1.

      "ASSIGNOR LENDER" is defined in SECTION 10.11.1.

      "ASSUMED INDEBTEDNESS" means Indebtedness of a Person which is (a) in
existence at the time such Person becomes a Restricted Subsidiary or (b) is
assumed in connection with an Investment in or acquisition of such Person, and
has not been incurred or created by such Person in connection with, or in
anticipation or contemplation of, such Person becoming a Restricted Subsidiary.

      "AUTHORIZED OFFICER" means, relative to any Obligor, those of its officers
whose signatures and incumbency shall have been certified to the Administrative
Agent and the Lenders pursuant to SECTION 5.1.1.

      "BASE FINANCIAL STATEMENTS" means (a) the audited consolidated balance
sheets of Holdco and its Subsidiaries as at December 31, 1998 and December 31,
1999, and the audited consolidated statements of operations and cash flows for
the Fiscal Years ended December 31, 1997, December 31, 1998 and December 31,
1999, and (b) the unaudited consolidated balance sheet of Holdco and its
Subsidiaries as at June 30, 2000 and the related unaudited consolidated


                                       -9-

<PAGE>


statements of operations for the Fiscal Quarter and the portion of the Fiscal
Year then ended, and an unaudited consolidated statement of cash flows for the
portion of the Fiscal Year then ended.

      "BASE RATE LOAN" means a Loan bearing interest at a fluctuating rate
determined by reference to the Alternate Base Rate.

      "BORROWER" is defined in the PREAMBLE.

      "BORROWER CLOSING DATE DIVIDEND" is defined in the SIXTH RECITAL.

      "BORROWER PLEDGE AND SECURITY AGREEMENT" means the Pledge and Security
Agreement, dated as of October 11, 2000, substantially in the form of EXHIBIT
G-3 hereto, executed and delivered by an Authorized Officer of the Borrower
pursuant to the terms of the Existing Credit Agreement, together with any
supplemental Foreign Pledge Agreements delivered pursuant to the terms of this
Agreement, in each case as amended, supplemented, amended and restated or
otherwise modified from time to time.

      "BORROWING" means Loans of the same type and, in the case of LIBO Rate
Loans, having the same Interest Period made by the relevant Lenders on the same
Business Day and pursuant to the same Borrowing Request in accordance with
SECTION 2.1.

      "BORROWING REQUEST" means a loan request and certificate duly executed by
an Authorized Officer of the Borrower, substantially in the form of EXHIBIT B-1
hereto.

      "BRIDGE NOTES" means senior unsecured subordinated increasing rate bridge
notes of the Borrower that either (a) (i) have representations and warranties,
covenants and events of default no less favorable to the Borrower than those
applicable hereunder (exclusive of SECTION 7.2.4 hereof and the provisions
hereof relating to the Collateral), (ii) are subordinated to the Obligations
pursuant to subordination provisions substantially similar to the provisions set
forth in EXHIBIT I hereto and (iii) have other conditions, terms and provisions
substantially as set forth with respect to the "Bridge Notes" (as defined in the
Bridge Note Commitment Letter) in the Bridge Note Commitment Letter or (b) have
other terms and conditions reasonably satisfactory to the Agents; PROVIDED,
HOWEVER, that the aggregate principal amount of the Bridge Notes shall not
exceed the refinancing, repayment or redemption price or defeasance cost of the
Existing Senior Subordinated Notes refinanced, repaid, redeemed or defeased with
the proceeds thereof, all accrued interest and premium paid on such Existing
Senior Subordinated Notes in connection with any such redemption or defeasance
and all fees and expenses incurred in connection with any of the foregoing.

      "BRIDGE NOTES COMMITMENT LETTER" means the commitment letter dated August
14, 2000 between AHC and DLJ Bridge Finance, Inc.

      "BUSINESS DAY" means any day which is neither a Saturday or Sunday nor a
legal holiday on which banks are authorized or required to be closed in New York
City or Boston,


                                      -10-

<PAGE>



Massachusetts, and, with respect to Borrowings of, Interest Periods with respect
to, payments of principal and interest in respect of, and conversions of Base
Rate Loans into, LIBO Rate Loans, on which dealings in Dollars are carried on in
the London interbank market.

      "CAPITAL EXPENDITURES" means for any period, the sum, without duplication,
of (a) the aggregate amount of all expenditures of the Borrower and its
Restricted Subsidiaries for fixed or capital assets made during such period
which, in accordance with GAAP, would be classified as capital expenditures, and
(b) the aggregate amount of the principal component of all Capitalized Lease
Liabilities incurred during such period by the Borrower and its Restricted
Subsidiaries; PROVIDED, HOWEVER, that Capital Expenditures shall not include (i)
any such expenditures or any such principal component funded with (A) any
Casualty Proceeds, as permitted under CLAUSE (e) of SECTION 3.1.1, or (B) any
Net Disposition Proceeds of any asset sale permitted under CLAUSE (c) of SECTION
7.2.9 or any asset sale of obsolete or worn out equipment permitted under CLAUSE
(a)(i) of SECTION 7.2.9 or (ii) any Investment made under SECTION 7.2.5 (other
than pursuant to CLAUSE (d) thereof).

      "CAPITAL STOCK" means, (a) in the case of a corporation, any and all
capital or corporate stock, including shares of preferred or preference stock of
such corporation, (b) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) in respect of corporate or capital stock, (c) in the case of a
partnership or limited liability company, any and all partnership or membership
interests (whether general or limited) and (d) any other interest or
participation that confers on a Person the right to receive a share of the
profits and losses of, or distributions of assets of, the issuing Person;
PROVIDED, HOWEVER, that Earn-outs shall not constitute Capital Stock.

      "CAPITALIZED LEASE LIABILITIES" means all monetary obligations of the
Borrower or any of its Subsidiaries under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as capitalized leases, and,
for purposes of this Agreement and each other Loan Document, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP, and the stated maturity thereof shall be the date of the last payment
of rent or any other amount due under such lease prior to the first date upon
which such lease may be terminated by the lessee without payment of a penalty.

      "CASH COLLATERALIZE" means, with respect to a Letter of Credit, the
deposit of immediately available funds, in Dollars, into a cash collateral
account maintained with (or on behalf of) the Administrative Agent on terms
satisfactory to the Administrative Agent in an amount equal to the Stated Amount
of such Letter of Credit.

      "CASH EQUIVALENT INVESTMENT" means, at any time:

            (a) any evidence of Indebtedness, maturing (except in the case of
      any such Indebtedness acquired in connection with the defeasance
      (including legal defeasance and covenant defeasance) of Existing Senior
      Subordinated Notes permitted hereunder) not


                                      -11-

<PAGE>



      more than one year after such time, issued directly by the United States
      or any agency thereof or guaranteed by the United States or any agency
      thereof;

            (b) commercial paper, maturing not more than nine months from the
      date of issue, which is (i) rated at least A-l by S&P or P-l by Moody's
      and not issued by an Affiliate of any Obligor, or (ii) issued by any
      Lender (or its holding company);

            (c) any time deposit, certificate of deposit or bankers acceptance,
      maturing not more than one year after such time, maintained with or issued
      by either (i) a commercial banking institution (including U.S. branches of
      foreign banking institutions) that has a combined capital and surplus and
      undivided profits of not less than $500,000,000, or (ii) any Lender;

            (d) short-term tax-exempt securities rated not lower than MIG-1/1+
      by either Moody's or S&P with provisions for liquidity or maturity
      accommodations of 183 days or less;

            (e) repurchase agreements which (i) are entered into with any Person
      referred to in CLAUSE (b) or (c) above or any other financial institution
      whose unsecured long-term debt (or the unsecured long-term debt of whose
      holding company) is rated at least A- or better by S&P or Baa1 or better
      by Moody's and maturing not more than one year after such time, and (ii)
      are secured by a fully perfected security interest in securities of the
      type referred to in CLAUSE (a) above;

            (f) any money market or similar fund not less than 95% of the assets
      of which are comprised of any of the items specified in CLAUSES (a)
      through (e) above and as to which withdrawals are permitted at least every
      90 days; or

            (g) in the case of any Restricted Subsidiary organized or having a
      material place of business outside the United States, investments
      denominated in the currency of the jurisdiction in which such Subsidiary
      is organized or has a material place of business which are similar to the
      items specified in CLAUSES (a) through (f) above.

      "CASUALTY EVENT" means the damage, destruction or condemnation, as the
case may be, of any property of the Borrower or any of its Restricted
Subsidiaries.

      "CASUALTY PROCEEDS" means, with respect to any Casualty Event, the amount
of any insurance proceeds or condemnation awards received by the Borrower or any
Restricted Subsidiary in connection therewith, but excluding any proceeds or
awards required to be paid to a creditor (other than the Lenders) which holds a
Lien on the property which is the subject of such Casualty Event which Lien (a)
is permitted by SECTION 7.2.3 and (b) has priority over the Liens securing the
Obligations.


                                      -12-

<PAGE>



      "CERCLA" means the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

      "CERCLIS" means the Comprehensive Environmental Response Compensation
Liability Information System List.

      "CHANGE IN CONTROL" means (a) the failure of Holdco (or, following a
liquidation, dissolution, merger or consolidation permitted under clause (b) of
Section 5.9 of the Holdco Guaranty and Pledge Agreement, AHC) at any time to
own, free and clear of all Liens and encumbrances (other than Liens of the types
permitted to exist under CLAUSES (b), (d) and (g) of SECTION 7.2.3), all right,
title and interest in 100% of the Voting Stock of the Borrower; (b) except
pursuant to a liquidation, dissolution, merger or consolidation permitted under
clause (b) of Section 5.9 of the AHC Guaranty and Pledge Agreement, the failure
of AHC at any time to own, free and clear of all Liens and encumbrances (other
than Liens of the types permitted to exist under CLAUSES (b), (d) and (g) of
SECTION 7.2.3), all right, title and interest in 100% of the Voting Stock of
Holdco; or (c) the failure of the DLJMB Entities, their Affiliates and members
of management of the Borrower and the Restricted Subsidiaries, in the aggregate
at any time to own, free and clear of all Liens and encumbrances (other than
Liens of the types permitted to exist under CLAUSE (d) or (g) of SECTION 7.2.3)
all right, title and interest in at least 51% (on a fully diluted basis) of the
economic and voting interest in the Voting Stock of AHC.

      "CHARTER DOCUMENT" means, relative to any Obligor, its certificate of
incorporation, its by-laws or other constituent documents and all shareholder
agreements, voting trusts and similar arrangements to which such Obligor is a
party applicable to any of its authorized shares of Capital Stock.

      "CLOSING DATE" means October 11, 2000, the date of the initial Credit
Extension under the Existing Credit Agreement.

      "CODE" means the Internal Revenue Code of 1986, as amended.

      "COMMITMENT" means, as the context may require, (a) a Lender's Additional
Term-A Loan Commitment, Additional Term-B Loan Commitment, Revolving Loan
Commitment or Letter of Credit Commitment or (b) the Swing Line Lender's Swing
Line Loan Commitment.

      "COMMITMENT LETTER" means, the commitment letter, dated August 14, 2000,
from DLJ to AHC, including all annexes and exhibits thereto.

      "COMMITMENT AMOUNT" means, as the context may require, the Initial Term-A
Loan Commitment Amount, the Initial Term-B Loan Commitment Amount, any
Additional Term-A Loan Commitment Amount, any Additional Term-B Loan Commitment
Amount, the Revolving Loan Commitment Amount, the Letter of Credit Commitment
Amount or the Swing Line Loan Commitment Amount.


                                      -13-

<PAGE>



      "COMMITMENT TERMINATION DATE" means, as the context may require, the
Revolving Loan Commitment Termination Date or any Additional Term Loan
Commitment Termination Date.

      "COMMITMENT TERMINATION EVENT" means (a) the occurrence of any Event of
Default described in CLAUSES (b) through (d) of SECTION 8.1.9 with respect to
any Obligor (other than Subsidiaries that are not Material Subsidiaries) or (b)
the occurrence and continuance of any other Event of Default and either (A) the
declaration of the Loans to be due and payable pursuant to SECTION 8.3, or (B)
in the absence of such declaration, the giving of notice to the Borrower by the
Administrative Agent, acting at the direction of the Required Lenders, that the
Commitments have been terminated.

      "COMPLIANCE CERTIFICATE" means a certificate duly completed and executed
by an Authorized Officer that is the president, the chief executive officer or
the chief financial or accounting officer of the Borrower, substantially in the
form of EXHIBIT E hereto.

      "CONSOLIDATED JV" is defined in the definition of "Subsidiary".

      "CONTINGENT LIABILITY" means any agreement, undertaking or arrangement by
which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount of the debt, obligation or other liability guaranteed thereby.

      "CONTINUATION/CONVERSION NOTICE" means a notice of continuation or
conversion and certificate duly executed by an Authorized Officer of the
Borrower, substantially in the form of EXHIBIT C hereto.

      "CONTROLLED GROUP" means all members of a controlled group of corporations
and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with the Borrower, are
treated as a single employer under Section 414(b) or 414(c) of the Code or
Section 4001 of ERISA, or for purposes of Section 412 of the Code, Section
414(m) or Section 414(o) of the Code.

      "CREDIT EXTENSION" means, as the context may require, (a) the making of a
Loan by a Lender, or (b) the issuance of any Letter of Credit, or the extension
of any Stated Expiry Date of any previously issued Letter of Credit, by any
Issuer.

      "CURRENT ASSETS" means, on any date, all assets which, in accordance with
GAAP, would be included as current assets on a consolidated balance sheet of the
Borrower and its Restricted Subsidiaries at such date as current assets
(excluding, however, amounts due and to become due

                                      -14-

<PAGE>


from Affiliates of the Borrower which have arisen from transactions which are
other than arm's- length and in the ordinary course of its business).

      "CURRENT LIABILITIES" means, on any date, all amounts which, in accordance
with GAAP, would be included as current liabilities on a consolidated balance
sheet of the Borrower and its Restricted Subsidiaries at such date, excluding
current maturities of Indebtedness.

      "DEBT" means the outstanding principal amount of all Indebtedness of the
Borrower and its Restricted Subsidiaries that (i) is of the type referred to in
CLAUSE (a) (PROVIDED, HOWEVER, that any Earn-outs included in Indebtedness under
such CLAUSE (a) shall be included as "Debt" at the after-tax amount thereof),
CLAUSE (b) (other than undrawn commercial letters of credit and undrawn letters
of credit in respect of workers' compensation, insurance, performance and surety
bonds and similar obligations, in each case incurred in the ordinary course of
business) and CLAUSE (c), in each case of the definition of "Indebtedness", and
(ii) any Contingent Liability in respect of any of the foregoing types of
Indebtedness.

      "DEFAULT" means any Event of Default or any condition, occurrence or event
which, after notice or lapse of time or both, would, unless cured or waived,
constitute an Event of Default.

      "DISBURSEMENT" is defined in SECTION 2.6.2.

      "DISBURSEMENT DATE" is defined in SECTION 2.6.2.

      "DISBURSEMENT DUE DATE" is defined in SECTION 2.6.2.

      "DISCLOSURE SCHEDULE" means the Disclosure Schedule attached hereto as
SCHEDULE I, as it may be amended, supplemented or otherwise modified from time
to time by the Borrower with the written consent of the Required Lenders.

      "DISPOSITION" (or similar words such as "Dispose") means any sale,
transfer or other conveyance (including by way of merger) of any of the
Borrower's or its Subsidiaries' assets (including accounts receivable and
Capital Stock of Subsidiaries) to any other Person (other than to another
Obligor) in a single transaction or series of transactions.

      "DLJ" is defined in the PREAMBLE.

      "DLJMB ENTITIES" is defined in the FIRST RECITAL.

      "DOCUMENTATION AGENT" is defined in the PREAMBLE.

      "DOLLAR" and the sign "$" mean lawful money of the United States.

      "EARN-OUTS" means any obligations of the Borrower or any of its Restricted
Subsidiaries to pay any amounts constituting the payment of deferred purchase
price with respect to any


                                      -15-

<PAGE>


acquisition of a business (whether through the purchase of assets or Capital
Stock), the amount of which payments is calculated on the basis of, or by
reference to, the bona fide financial or other operating performance of such
business or specified portion thereof or any other similar arrangement.

      "EBITDA" means, for any applicable period, subject to CLAUSE (b) of
SECTION 1.4, the sum for the Borrower and its Restricted Subsidiaries on a
consolidated basis of

            (a) Net Income;

PLUS

            (b) the amount deducted in determining Net Income for such period
      representing non-cash charges or expenses, including depreciation,
      amortization, non-cash periodic post-retirement benefits and non-cash
      expenses related to employee stock options and stock incentive plans
      (excluding any non-cash charges representing an accrual of or reserve for
      cash charges to be paid within the next twelve months);

PLUS

            (c) the amount deducted in determining Net Income for such period
      representing income taxes (whether paid or deferred);

PLUS

            (d) the amount deducted in determining Net Income for such period
      representing interest expense and Transaction Payments;

MINUS

            (e) Restricted Payments of the type referred to in CLAUSE (c)(i) of
      SECTION 7.2.6 made during such period.

      "ELIGIBLE INSTITUTION" means a financial institution that has combined
capital and surplus of not less than $500,000,000 or its equivalent in foreign
currency, whose long-term certificate of deposit or long-term senior unsecured
debt is rated "BBB" or higher by S&P and "Baa2" or higher by Moody's or an
equivalent or higher rating by a nationally recognized rating agency if both of
the two named rating agencies cease publishing ratings of investments.

      "ENVIRONMENTAL LAWS" means all applicable federal, state or local
statutes, laws, ordinances, codes, rules and regulations (including consent
decrees and administrative orders) relating to the protection of the environment
or the effect of the environment on human health and safety.



                                      -16-

<PAGE>


      "EQUITY ISSUANCE" is defined in CLAUSE (c) of the FOURTH RECITAL.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

      "EVENT OF DEFAULT" is defined in SECTION 8.1.

      "EXCESS CASH FLOW" means, for any Fiscal Year, the excess (if any), of

            (a) EBITDA for such Fiscal Year;

OVER

            (b) the sum (for such Fiscal Year) of

            (i) the cash portion of interest expense (net of interest income)
      and Transaction Payments for such Fiscal Year;

   PLUS

            (ii) scheduled payments of the principal amount of the Term Loans,
      scheduled payments and optional and mandatory prepayments of the principal
      of any other funded Debt (including Capitalized Lease Liabilities) and
      mandatory prepayments of the principal amount of Revolving Loans pursuant
      to CLAUSE (f) of SECTION 3.1.1 in connection with a permanent reduction of
      the Revolving Loan Commitment Amount, in each case to the extent actually
      made, and for such Fiscal Year;

   PLUS

            (iii) all federal, state and foreign income taxes actually paid in
      cash by the Borrower and its Restricted Subsidiaries for such Fiscal Year;

   PLUS

            (iv) Capital Expenditures actually made during such Fiscal Year
      pursuant to CLAUSE (a) of SECTION 7.2.7 (excluding Capital Expenditures
      constituting Capitalized Lease Liabilities and by way of the incurrence of
      Indebtedness permitted pursuant to CLAUSE (c) of SECTION 7.2.2 to finance
      the acquisition of assets permitted to be acquired pursuant to SECTION
      7.2.7);

   PLUS



                                      -17-

<PAGE>


            (v) the amount of the net increase, if any, of Current Assets, other
      than cash and Cash Equivalent Investments, over Current Liabilities of the
      Borrower and its Restricted Subsidiaries for such Fiscal Year;

   PLUS

            (vi) Investments permitted and actually made, in cash, pursuant to
      CLAUSE (d), (k), (n), (p) or (q) of SECTION 7.2.5 during such Fiscal Year
      (excluding Investments financed with the proceeds of any issuance of
      Capital Stock or Indebtedness other than Loans);

   PLUS

            (vii) Restricted Payments of the type described in CLAUSES (c)(ii)
      and (c)(iii) of SECTION 7.2.6 made for such Fiscal Year;

   PLUS

            (viii) to the extent not deducted in determining EBITDA for such
      Fiscal Year, amounts paid in cash in respect of periodic post-retirement
      benefits (whether or not previously accrued) of the Borrower and the
      Restricted Subsidiaries for such Fiscal Year;

   PLUS

            (ix) amounts paid in cash in respect of any extraordinary or
      non-recurring items for the Borrower and the Restricted Subsidiaries for
      such Fiscal Year;

   PLUS

            (x) to the extent not deducted in determining EBITDA for such Fiscal
      Year, amounts paid in cash in respect of long-term liabilities (other than
      the Obligations and other funded Debt) of the Borrower and the Restricted
      Subsidiaries for such Fiscal Year;

   PLUS

            (xi) the cash portion of any Investment Return Proceeds received
      during such Fiscal Year and not required to be applied to mandatorily
      prepay the Loans pursuant to CLAUSE (c) of SECTION 3.1.1.

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.


                                      -18-

<PAGE>


      "EXCLUDED EQUITY PROCEEDS" means any proceeds received by AHC, Holdco, the
Borrower or any of their respective Subsidiaries from the sale or issuance by
such Person of its Capital Stock or any warrants or options in respect of any
such Capital Stock or the exercise of any such warrants or options, in each case
pursuant to any such sale, issuance or exercise constituting or resulting from
(a) capital contributions to, or Capital Stock issuances by, AHC, Holdco, the
Borrower or any of their respective Subsidiaries (exclusive of any such
contribution or issuance resulting from a Public Offering or a widely
distributed private offering exempted from the registration requirements of
Section 5 of the Securities Act of 1933, as amended), (b) any subscription
agreement, option plan, incentive plan or similar arrangement with any officer,
employee or director of such Person or any of its Subsidiaries, (c) any loan
made by AHC, Holdco, the Borrower or any of their respective Subsidiaries
pursuant to CLAUSE (g) of SECTION 7.2.5, (d) the sale of any Capital Stock of
AHC to any officer, director or employee described in CLAUSE (b) above;
PROVIDED, HOWEVER, such proceeds do not exceed $15,000,000 in the aggregate, (e)
the exercise of any options or warrants issued to any officer, employee or
director pursuant to any agreement, plan or arrangement described in CLAUSE (b)
above or (f) the exercise of any Warrants.

      "EXEMPTED FOREIGN INTERCOMPANY TRANSACTIONS" means with respect to
intercompany Investments or Indebtedness made or incurred by the Borrower or any
Subsidiary Guarantor, any such Investments or Indebtedness (a) into which any
Indebtedness or Investment of any Foreign Subsidiary owing to the Borrower or
any Subsidiary Guarantor that was outstanding on the Closing Date was converted,
(b) made as part of, or to finance, any acquisition permitted hereunder, (c)
outstanding on the Closing Date or (d) consisting of transfers of inventory or
other assets in the ordinary course of the Borrower's business.

      "EXISTING LENDERS" is defined in the SEVENTH RECITAL.

      "EXISTING LOANS" is defined in the SEVENTH RECITAL.

      "EXISTING CREDIT AGREEMENT" is defined in the SEVENTH RECITAL.

      "EXISTING SENIOR SUBORDINATED NOTES" is defined in the FIFTH RECITAL.

      "EXISTING SENIOR SUBORDINATED NOTES INDENTURE" means the Indenture, dated
as of April 30, 1998, between the Borrower and The Bank of New York, as trustee,
pursuant to which the Existing Senior Subordinated Notes were issued, as
amended, supplemented, amended and restated or otherwise modified from time to
time in accordance with SECTION 7.2.10.

      "EXISTING SENIOR SUBORDINATED NOTES REDEMPTION OFFER" is defined in the
FIFTH RECITAL.

      "FEDERAL FUNDS RATE" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to (a) the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding



                                      -19-

<PAGE>



Business Day) by the Federal Reserve Bank of New York, or (b) if such rate is
not so published for any day which is a Business Day, the average of the
quotations for such day on such transactions received by the Administrative
Agent from three federal funds brokers of recognized standing selected by it.

      "FEE LETTER" means the confidential fee letter, dated as of August 14,
2000, from DLJ to AHC.

      "FILING STATEMENT" means any UCC financing statement (Form UCC-1) or other
similar statement or UCC termination statement (Form UCC-3) required pursuant to
the Loan Documents.

      "FISCAL QUARTER" means any fiscal quarter of any Fiscal Year.

      "FISCAL YEAR" means any twelve-month period ending on December 31 of any
calendar year.

      "FIXED CHARGE COVERAGE RATIO" means, at the end of any Fiscal Quarter,
subject to CLAUSE (B) of SECTION 1.4, the ratio computed for the period
consisting of such Fiscal Quarter and each of the three immediately prior Fiscal
Quarters of

            (a) EBITDA, for all such Fiscal Quarters;

TO

            (b) the sum (without duplication) of

                  (i) Capital Expenditures actually made during all such Fiscal
            Quarters pursuant to CLAUSE (a) of SECTION 7.2.7 (excluding (x)
            Capital Expenditures constituting Capitalized Lease Liabilities and
            (y) the principal component of any funded Debt incurred pursuant to
            CLAUSE (c) of SECTION 7.2.2 to finance such Capital Expenditures);

         PLUS

                  (ii) the cash portion of Interest Expense (net of interest
            income and exclusive of Interest Expense in respect of Existing
            Senior Subordinated Notes defeased (including legal defeasance and
            covenant defeasance) as permitted hereunder) for all such Fiscal
            Quarters; PROVIDED, HOWEVER, that for the first three Fiscal
            Quarters ending after the Closing Date, Interest Expense (other than
            Interest Expense (net of interest income earned on Cash Equivalent
            Investments made with the proceeds of New Senior Subordinated Notes)
            in respect of Existing Senior Subordinated Notes for the period
            after any New Senior Subordinated Notes are issued, except to the
            extent that the aggregate principal amount of


                                      -20-

<PAGE>



            Existing Senior Subordinated Notes (prior to the issuance of such
            New Senior Subordinated Notes) exceeds the aggregate principal
            amount of New Senior Subordinated Notes so issued) shall be
            determined on an Annualized basis;

   PLUS

                  (iii) all scheduled payments of principal of the Term Loans
            and other funded Debt (including the principal portion of any
            Capitalized Lease Liabilities and any funded Debt of the type
            described in CLAUSE (i)(y) above, but excluding Existing Senior
            Subordinated Notes defeased (including legal defeasance and covenant
            defeasance) as permitted hereunder) made during all such Fiscal
            Quarters; PROVIDED, HOWEVER, that for the first three Fiscal
            Quarters ending after the Closing Date, such payments shall be
            determined on an Annualized basis;

   PLUS

                  (iv) all federal, state and foreign income taxes actually
            (without duplication) paid or payable in cash by the Borrower and
            its Restricted Subsidiaries and Restricted Payments made by the
            Borrower pursuant to CLAUSE (c)(ii) of SECTION 7.2.6 during such
            period.

      "FLEET" is defined in the PREAMBLE.

      "FOREIGN PLEDGE AGREEMENT" means any supplemental pledge agreement
governed by the laws of a jurisdiction other than the United States or a State
thereof executed and delivered by the Borrower or any of its Restricted
Subsidiaries pursuant to the terms of this Agreement, in form and substance
satisfactory to the Administrative Agent, as may be necessary or desirable under
the laws of organization or incorporation of a Subsidiary to further protect or
perfect the Lien on and security interest in any Collateral (as defined in a
Pledge Agreement).

      "FOREIGN SUBSIDIARY" means any Subsidiary that is not a U.S. Subsidiary.

      "F.R.S. BOARD" means the Board of Governors of the Federal Reserve System
or any successor thereto.

      "FUTURE PLEDGED FOREIGN SUBSIDIARY" means a Restricted Subsidiary that is
a direct Foreign Subsidiary of the Borrower or a U.S. Subsidiary and having, at
any time of determination, total assets with a value of at least $3,000,000.

      "GAAP" is defined in SECTION 1.4.

      "GUARANTOR" means AHC, Holdco and each Subsidiary Guarantor.


                                      -21-

<PAGE>


      "HAZARDOUS MATERIAL" means

            (a) any "hazardous substance", as defined by CERCLA;

            (b) any "hazardous waste", as defined by the Resource Conservation
      and Recovery Act, as amended;

            (c) any petroleum product; or

            (d) any pollutant or contaminant or hazardous, dangerous or toxic
      chemical, material or substance within the meaning of any other applicable
      Environmental Law.

      "HEDGING OBLIGATIONS" means, with respect to any Person, all liabilities
of such Person under interest rate or currency swap agreements, interest or
exchange rate cap agreements and interest or exchange rate collar agreements,
and all other agreements or arrangements designed to protect such Person against
fluctuations in interest rates, currency exchange rates or commodity prices.

      "HEREIN", "HEREOF", "HERETO", "HEREUNDER" and similar terms contained in
this Agreement or any other Loan Document refer to this Agreement or such other
Loan Document, as the case may be, as a whole and not to any particular Section,
paragraph or provision of this Agreement or such other Loan Document.

      "HOLDCO" is defined in the SECOND RECITAL.

      "HOLDCO DISCOUNT DEBENTURES" is defined in CLAUSE (a) of the FOURTH
RECITAL.

      "HOLDCO DISCOUNT DEBENTURE DOCUMENTS" means the Holdco Discount
Debentures, the Holdco Discount Debenture Indenture and all other instruments,
agreements or other documents evidencing or governing the Holdco Discount
Debentures or pursuant to which the Holdco Discount Debentures are issued.

      "HOLDCO DISCOUNT DEBENTURE INDENTURE" means the Indenture, if any, between
Holdco and a trustee governing the Holdco Discount Debentures, substantially in
the form attached to the Holdco Discount Debentures, as amended, supplemented,
amended and restated or otherwise modified from time to time.

      "HOLDCO DISCOUNT DEBENTURES ISSUANCE" is defined in CLAUSE (a) of the
FOURTH RECITAL.

      "HOLDCO GUARANTY AND PLEDGE AGREEMENT" means the Guaranty and Pledge
Agreement, dated as of October 11, 2000, substantially in the form of EXHIBIT
G-2 hereto, executed and delivered by an Authorized Officer of Holdco pursuant
to the terms of the Existing Credit Agreement, as amended, supplemented, amended
and restated or otherwise modified from time to time.


                                      -22-

<PAGE>


      "IMPERMISSIBLE QUALIFICATION" means, relative to the opinion or
certification of any independent public accountant as to any financial statement
of any Obligor, any qualification or exception to such opinion or certification
(a) which is of a "going concern" or similar nature, (b) which relates to the
limited scope of examination of matters relevant to such financial statement
(except, in the case of matters relating to any acquired business or assets, in
respect of the period prior to the acquisition by such Obligor of such business
or assets), or (c) which relates to the treatment or classification of any item
in such financial statement and which, as a condition to its removal, would
require an adjustment to such item the effect of which would be to cause the
Borrower to be in default of any of its obligations under SECTION 7.2.4.

      "INCLUDING" means including without limiting the generality of any
description preceding such term, and, for purposes of each Loan Document, the
parties hereto agree that the rule of EJUSDEM GENERIS shall not be applicable to
limit a general statement, which is followed by or referable to an enumeration
of specific matters, to matters similar to the matters specifically mentioned.

      "INDEBTEDNESS" of any Person means:

            (a) all obligations of such Person for borrowed money or for the
      deferred purchase price of property or services (exclusive of (i) deferred
      purchase price arrangements in the nature of open or other accounts
      payable owed to suppliers on normal terms in connection with the purchase
      of goods and services in the ordinary course of business and (ii)
      Earn-outs (until such time as the obligation associated with the Earn-out
      is recorded as a liability on the balance sheet of the Borrower in
      accordance with GAAP)) and all obligations of such Person evidenced by
      bonds, debentures, notes or other similar instruments;

            (b) all obligations, contingent or otherwise, relative to the face
      amount of all letters of credit, whether or not drawn, and banker's
      acceptances issued for the account of such Person;

            (c) all Capitalized Lease Liabilities;

            (d) net liabilities of such Person under all Hedging Obligations;

            (e) whether or not so included as liabilities in accordance with
      GAAP, all Indebtedness of the types referred to in CLAUSES (a) through (d)
      above (excluding prepaid interest thereon) secured by a Lien on property
      owned or being purchased by such Person (including Indebtedness arising
      under conditional sales or other title retention agreements), whether or
      not such Indebtedness shall have been assumed by such Person or is limited
      in recourse; provided, however, that, to the extent such Indebtedness is
      limited in recourse to the assets securing such Indebtedness, the amount
      of such Indebtedness shall be limited to the fair market value of such
      assets; and


                                      -23-

<PAGE>


            (f) all Contingent Liabilities of such Person in respect of any of
      the foregoing.

For all purposes of this Agreement, the Indebtedness of any Person shall include
the Indebtedness of any partnership or joint venture in which such Person is a
general partner or a joint venturer (to the extent such Person is liable for
such Indebtedness); PROVIDED, HOWEVER, that, notwithstanding the foregoing, the
Indebtedness of the Borrower or any Restricted Subsidiary shall only include the
Indebtedness of a Joint Venture to the extent of the Borrower's or such
Restricted Subsidiary's PRO RATA ownership of such Joint Venture.

      "INDEMNIFIED LIABILITIES" is defined in SECTION 10.4.

      "INDEMNIFIED PARTIES" is defined in SECTION 10.4.

      "INITIAL TERM-A LOAN COMMITMENT AMOUNT" means $100,000,000.

      "INITIAL TERM-A LOAN" is defined in CLAUSE (a) of SECTION 2.1.1.

      "INITIAL TERM-B LOAN COMMITMENT AMOUNT" means $315,000,000.

      "INITIAL TERM-B LOAN" is defined in CLAUSE (c) of SECTION 2.1.1.

      "INITIAL TERM LOANS" means, as applicable, the Initial Term-A Loans and/or
the Initial Term-B Loans.

      "INTEREST EXPENSE" means, for any applicable period, the aggregate
consolidated interest expense of the Borrower and its Restricted Subsidiaries
for such period, as determined in accordance with GAAP, including the portion of
any payments made in respect of Capitalized Lease Liabilities allocable to
interest expense, but excluding (to the extent included in interest expense)
up-front fees and expenses and the amortization of all deferred financing costs,
PLUS the amount of dividends declared and actually paid by the Borrower to
Holdco to pay interest on the Holdco Discount Debentures.

      "INTEREST PERIOD" means, as to any LIBO Rate Loan, the period commencing
on the Borrowing date of such Loan or on the date on which such Loan is
converted into or continued as a LIBO Rate Loan, and ending on the date one,
two, three, six or, if consented to by each applicable Lender, nine or twelve
months thereafter as selected by the Borrower in its Borrowing Request or its
Conversion/Continuation Notice; PROVIDED, HOWEVER, that:

            (a) if any Interest Period would otherwise end on a day that is not
      a Business Day, that Interest Period shall be extended to the following
      Business Day unless the result of such extension would be to carry such
      Interest Period into another calendar month, in which event such Interest
      Period shall end on the preceding Business Day;


                                      -24-

<PAGE>


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

            (c) no Interest Period for any Loan shall extend beyond the Stated
      Maturity Date for such Loan;

            (d) no Interest Period applicable to a Term Loan of any Tranche or
      portion thereof shall extend beyond any date upon which is due any
      scheduled principal payment in respect of the Term Loans of such Tranche
      unless the aggregate principal amount of Term Loans of such Tranche
      represented by Base Rate Loans, or by LIBO Rate Loans having Interest
      Periods that will expire on or before such date, equals or exceeds the
      amount of such principal payment; and

            (e) there shall be no more than ten Interest Periods in effect at
      any one time;

PROVIDED, FURTHER, that (i) for the period beginning on the Closing Date and
ending on the earlier of (x) 60 days after the Closing Date and (y) the date of
completion of the primary syndication of this Agreement, as determined by the
Syndication Agent, each Borrowing of Term Loans consisting of LIBO Rate Loans
made on the Closing Date shall have an Interest Period of one week or shall end
on the last Business Day of the calendar month following the month in which such
Borrowing is made, and (ii) with respect to each Borrowing of Additional Term
Loans of any Tranche, the initial Interest Period (or, if there shall be more
than one Interest Period then in effect in respect of outstanding Term Loans of
such Tranche, initial Interest Periods) in respect of the Loans constituting
such Borrowing shall be the period (or periods) commencing on (and including)
the Business Day on which such Borrowing is made and ending on (and including)
the last day (or days) of the Interest Period (or Interest Periods) applicable
to Term Loans of such Tranche then outstanding (with, if there is more than one
Interest Period with respect to outstanding Term Loans of such Tranche then in
effect, the aggregate principal amount of such Additional Term Loans with
initial Interest Periods ending on the last day of each such Interest Period
being in proportion to the aggregate principal amount of the outstanding Term
Loans of such Tranche having Interest Periods ending on such day).

      "INVESTMENT" means, relative to any Person, (a) any loan or advance made
by such Person to any other Person (excluding commission, travel, relocation and
similar advances to officers, directors and employees (or individuals acting in
similar capacities) made in the ordinary course of business), and (b) any
ownership or similar interest (in the nature of Capital Stock) held by such
Person in any other Person. The amount of any Investment shall be the original
principal or capital amount thereof less all returns of principal or equity
thereon (and without adjustment by reason of the financial condition of such
other Person) and shall, if made by the transfer or exchange of property other
than cash, be deemed to have been made in an original principal or capital
amount equal to the fair market value of such property at the time of such
transfer or exchange.


                                      -25-

<PAGE>


      "INVESTMENT RETURN PROCEEDS" is defined in CLAUSE (c) of SECTION 3.1.1.

      "INVESTORS' AGREEMENT" means the Investors' Agreement, dated as of October
11, 2000 among AHC, the DLJMB Entities and certain other holders of the Capital
Stock of AHC from time to time party thereto, as amended, supplemented, amended
and restated or otherwise modified from time to time in accordance with SECTION
7.2.10.

      "ISSUANCE REQUEST" means a Letter of Credit request and certificate duly
executed by an Authorized Officer of the Borrower, substantially in the form of
EXHIBIT B-2 hereto.

      "ISSUER" means the Administrative Agent in its capacity as issuer of
Letters of Credit and any Lender as may be designated by the Borrower (and
consented to by the Agents and such Lender, such consent by the Agents not to be
unreasonably withheld) in its capacity as issuer of Letters of Credit.

      "JOINT VENTURE" means (a) the ventures entered into pursuant to: (i) two
joint Venture Agreements, dated December 1995 and October 1, 1996, respectively,
between the Borrower and Gartner Group, Inc., (ii) the Joint Venture Agreement,
dated September 24, 1993, between the Borrower and Charles A. Pesko Ventures,
Inc., (iii) the venture to jointly publish the TE&M Directory pursuant to an
agreement, dated as of October 20, 1992, with Telecommunications Industry
Association, (iv) the Agreement, dated February 9, 1998, between the Borrower
and the Video Software Dealers Association, (v) the Agreement, dated February
18, 1998, between the Borrower and Wideband, Inc., (vi) the Agreement, dated
February 3, 1994, between Men's Apparel Guild in California, Inc. and Fairchild
Publications Division of Capital Cities Media, Inc., (vii) the undated Agreement
between Teleprofessional, Incorporated and MW Productions for International Call
Center Summit, (viii) the Sponsorship Agreement, dated as of February 1, 1997,
between Expocon and RB Publishing, Inc. relating to Parcel Shipping, (viii) the
joint venture among the Borrower, Societe Charentaise de Risque and Louis
Vaudeville and (ix) the oral joint venture between the Borrower and Hotel
Parties Inc., all as in effect on the date of this Agreement, and (b)
Investments made in accordance with CLAUSE (q) of SECTION 7.2.5 in any other
Person (including any U.S. Subsidiary of the Borrower) any of whose outstanding
Capital Stock is at the time directly or indirectly owned by the Borrower and
the Restricted Subsidiaries and, prior to the making of such Investment, as to
whom the Borrower has certified to the Administrative Agent that such Person is
to be treated as a Joint Venture for purposes of this Agreement.

      "JV SUBSIDIARY" means a Joint Venture that is a Subsidiary of the
Borrower.

      "LEAD ARRANGER" is defined in the PREAMBLE.

      "LENDER ASSIGNMENT AGREEMENT" means a Lender Assignment Agreement,
substantially in the form of EXHIBIT F hereto.


                                      -26-

<PAGE>



      "LENDER PARTIES" means, collectively, the Lenders, the Issuers, the
Agents, the Documentation Agent and the Lead Arranger.

      "LENDERS" is defined in the PREAMBLE.

      "LETTER OF CREDIT" is defined in SECTION 2.1.3.

      "LETTER OF CREDIT COMMITMENT" means, with respect to any Issuer, such
Issuer's obligation to issue Letters of Credit pursuant to SECTION 2.1.3.

      "LETTER OF CREDIT COMMITMENT AMOUNT" means, on any date, a maximum amount
of $25,000,000, as such amount may be reduced from time to time pursuant to
SECTION 2.2.1.

      "LETTER OF CREDIT OUTSTANDINGS" means, on any date, an amount equal to the
sum of

            (a) the then aggregate amount which is undrawn and available under
      all issued and outstanding Letters of Credit,

PLUS

            (b) the then aggregate amount of all unpaid and outstanding
      Reimbursement Obligations in respect of such Letters of Credit.

      "LEVERAGE RATIO" means, at the end of any Fiscal Quarter, subject to
CLAUSE (b) of SECTION 1.4, the ratio of

            (a) total Debt less cash and Cash Equivalent Investments of the
      Borrower and its Restricted Subsidiaries on a consolidated basis
      outstanding at such time;

TO

            (b) EBITDA for the period of four consecutive Fiscal Quarters ended
      on such date.

      "LEVERAGE RATIO ESTIMATE" is defined in the definition of Applicable
Commitment Fee.

      "LIBO RATE" means, relative to any Interest Period for LIBO Rate Loans,
the applicable London interbank offered rate for deposits in Dollars appearing
on Dow Jones Markets (Telerate Page 3750) as of 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period, and having a
maturity equal to such Interest Period; PROVIDED, HOWEVER, that, if Dow Jones
Markets (Telerate Page 3750) is not available for any reason, the applicable
LIBO Rate for the relevant Interest Period shall instead be the applicable
London interbank offered rate for deposits in Dollars appearing on Reuters
Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, and having a maturity equal to such

                                      -27-

<PAGE>



Interest Period; PROVIDED, FURTHER, that if neither the Dow Jones Markets
(Telerate Page 3750) nor Reuters Screen FRBD is available for any reason, the
applicable LIBO Rate shall be the interest rate per annum at which the
Administrative Agent or one of its affiliate banks offers deposits in Dollars to
leading banks in the London interbank market at approximately 11:00 a.m. (London
time) two Business Days prior to the first day of such Interest Period for a
period equal to such Interest Period in the approximate amount of such
Borrowing.

      "LIBO RATE LOAN" means a Loan bearing interest, at all times during an
Interest Period applicable to such Loan, at a fixed rate of interest determined
by reference to the LIBO Rate (Reserve Adjusted).

      "LIBO RATE (RESERVE ADJUSTED)" means, relative to any Loan to be made,
continued or maintained as, or converted into, a LIBO Rate Loan for any Interest
Period, the rate of interest per annum (rounded upwards to the next 1/100th of
1%) determined by the Administrative Agent as follows:

                         LIBO Rate      =               LIBO RATE
                                             -------------------------------
                  (Reserve Adjusted)         1.00 - LIBOR Reserve Percentage

      The LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate
Loans will be adjusted automatically as to all LIBO Rate Loans then outstanding
as of the effective date of any change in the LIBOR Reserve Percentage.

      "LIBOR OFFICE" means, relative to any Lender, the office of such Lender
designated as such on SCHEDULE II hereto or in the Lender Assignment Agreement
pursuant to which such Lender became a Lender hereunder or such other office of
a Lender as shall be so designated from time to time by notice from such Lender
to the Borrower and the Administrative Agent, which shall be making or
maintaining LIBO Rate Loans of such Lender hereunder.

      "LIBOR RESERVE PERCENTAGE" means, relative to any Interest Period for LIBO
Rate Loans, the percentage (expressed as a decimal, rounded upward to the next
1/100th of 1%) in effect on such day (whether or not applicable to any Lender)
under regulations issued from time to time by the F.R.S. Board for determining
the maximum reserve requirement (including any emergency, supplemental or other
marginal reserve requirement) with respect to Eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D of the F.R.S. Board).

      "LIEN" means any security interest, mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or otherwise),
charge against or interest in property, or any filing or recording of any
instrument or document in respect of the foregoing, to secure payment of a debt
or performance of an obligation or any other priority or preferential treatment
of any kind or nature whatsoever that has the practical effect of creating a
security interest in property.



                                      -28-

<PAGE>


      "LOAN" means, as the context may require, a Revolving Loan, a Term-A Loan,
a Term-B Loan or a Swing Line Loan, of any type.

      "LOAN DOCUMENT" means this Agreement, the Notes, the Letters of Credit,
each Rate Protection Agreement, each Borrowing Request, each Issuance Request,
the Fee Letter, the Administrative Agent Fee Letter, each Pledge Agreement, the
Subsidiary Guaranty, each Mortgage (upon execution and delivery thereof), the
Affirmation and Consent, and each other agreement, document or instrument
delivered in connection with this Agreement or any other Loan Document, whether
or not specifically mentioned herein or therein.

      "MATERIAL ADVERSE EFFECT" means (a) (i) on the Closing Date, a material
adverse effect on the business, assets or financial condition of the Borrower
and the Restricted Subsidiaries, taken as a whole, and (ii) thereafter, a
material adverse effect on the financial condition, operations, assets,
business, properties or prospects of the Borrower and the Restricted
Subsidiaries, taken as a whole, (b) a material impairment of the ability of any
Obligor to perform its respective material obligations under the Loan Documents
to which it is or will be a party, or (c) an impairment of the validity or
enforceability of, or a material impairment of the rights, remedies or benefits
available to each Secured Party under any Loan Document.

      "MATERIAL SUBSIDIARY" means (a) any Restricted Subsidiary which holds,
owns or contributes, as the case may be, 3% or more of the gross revenues,
assets or EBITDA of the Borrower and its Restricted Subsidiaries, on a
consolidated basis, and (b) any other Restricted Subsidiary designated by the
Borrower as a Material Subsidiary.

      "MERGER" is defined in the SECOND RECITAL.

      "MERGER AGREEMENT" is defined in the SECOND RECITAL.

      "MERGERSUB" is defined in the FIRST RECITAL.

      "MOODY'S" means Moody's Investors Service, Inc.

      "MORTGAGE" means, collectively, each Mortgage or Deed of Trust executed
and delivered pursuant to the terms of this Agreement, including CLAUSE (b) of
SECTION 7.1.8 or SECTION 7.1.12, in form and substance reasonably satisfactory
to the Agents.

      "NET DEBT PROCEEDS" means with respect to the incurrence, sale or issuance
by AHC, Holdco, the Borrower or any Restricted Subsidiary of any Debt (with the
consent of the Required Lenders) other than Debt incurred as part of the
Transaction, other Debt permitted by SECTION 7.2.2, CLAUSE (b)(i) of SECTION 5.9
of the Holdco Guaranty and Pledge Agreement and CLAUSE (b)(i) of SECTION 5.9 of
the AHC Guaranty and Pledge Agreement, the EXCESS of:

            (a) the gross cash proceeds received by AHC, Holdco, the Borrower or
      any such Restricted Subsidiary from such incurrence, sale, or issuance,


                                      -29-

<PAGE>


OVER

            (b) the sum of (i) all reasonable and customary underwriting
      commissions and legal, investment banking, brokerage and accounting and
      other professional fees, sales commissions and disbursements and all other
      reasonable fees, expenses and charges, in each case actually incurred in
      connection with such incurrence, sale or issuance, (ii) in the case of any
      Debt incurred, sold or issued by any Foreign Subsidiary, any taxes or
      other costs or expenses resulting from repatriating any such proceeds to
      the United States and (iii) in the case of any Debt incurred, sold or
      issued by a Restricted Subsidiary that is not a Wholly-Owned Subsidiary,
      an amount equal to the product of such gross cash proceeds (as reduced
      pursuant to CLAUSES (b)(i) and (b)(ii)) multiplied by the percentage
      equity interest in such Restricted Subsidiary not held, directly or
      indirectly, by the Borrower.

      "NET DISPOSITION PROCEEDS" means, with respect to any Disposition of any
assets of the Borrower or any of its Restricted Subsidiaries, other than
Dispositions made as part of the Transaction and other sales permitted pursuant
to CLAUSE (a), (b), (d) (to the extent the proceeds of the Disposition permitted
thereunder constitute Net Casualty Proceeds) or (E) of SECTION 7.2.9, but
including any sale or issuance of Capital Stock of any such Subsidiary to any
Person other than the Borrower or any of its Restricted Subsidiaries, the excess
of

            (a) the sum of the gross cash proceeds received, directly or
      indirectly, by the Borrower or any of its Restricted Subsidiaries from any
      such Disposition and any cash payments received in respect of promissory
      notes or other non-cash consideration delivered to the Borrower or such
      Restricted Subsidiary in respect thereof,

OVER

            (b) the sum of (i) all reasonable and customary fees and expenses
      with respect to legal, investment banking, brokerage, accounting and other
      professional fees, sales commissions and disbursements and all other
      reasonable fees, expenses and charges, in each case actually incurred in
      connection with such Disposition, (ii) all taxes and other governmental
      costs and expenses actually paid or estimated by the Borrower (in good
      faith) to be payable in cash in connection with such Disposition
      (including, in the event of a Disposition of non-U.S. assets, any such
      taxes or other costs or expenses resulting from repatriating any such
      proceeds to the United States), (iii) payments made by the Borrower or any
      of its Restricted Subsidiaries to retire Indebtedness (other than the
      Loans) of the Borrower or any of its Restricted Subsidiaries that is
      secured by the assets subject to such Disposition where payment of such
      Indebtedness is required in connection with such Disposition, (iv)
      reserves for purchase price adjustments and retained fixed liabilities
      reasonably expected to be payable by the Borrower and its Restricted
      Subsidiaries in cash in connection therewith and (v) in the case of any
      Disposition by a Restricted Subsidiary that is not a Wholly-Owned
      Subsidiary, an amount equal to the product of such gross cash proceeds (as
      reduced pursuant to


                                      -30-

<PAGE>



      CLAUSES (b)(i) through (b)(iv)) multiplied by the percentage equity
      interest in such Restricted Subsidiary not held, directly or indirectly,
      by the Borrower;

PROVIDED, HOWEVER, that if, after the payment of all taxes, purchase price
adjustments and retained fixed liabilities with respect to such Disposition, the
amount of estimated taxes, purchase price adjustments or retained fixed
liabilities, if any, pursuant to CLAUSE (b)(ii) or (b)(iv) above exceeded the
tax, purchase price adjustment or retained fixed liabilities amount actually
paid in cash in respect of such Disposition, the aggregate amount of such excess
shall, at such time, constitute Net Disposition Proceeds.

      "NET EQUITY PROCEEDS" means with respect to any sale or issuance by AHC,
Holdco or the Borrower to any Person of any Capital Stock of AHC, Holdco or the
Borrower, as the case may be, or any warrants or options with respect to any
such Capital Stock or the exercise of any such warrants or options after the
Closing Date (exclusive of any such proceeds constituting Excluded Equity
Proceeds) the EXCESS of:

            (a) the gross cash proceeds received by AHC, Holdco or the Borrower
      from such sale, exercise or issuance,

OVER

            (b) the sum of (i) all reasonable and customary underwriting
      commissions and legal, investment banking, brokerage, accounting and other
      professional fees, sales commissions and disbursements and all other
      reasonable fees, expenses and charges, in each case actually incurred in
      connection with such sale or issuance and (ii) the amount of such proceeds
      used to refinance or defease the Existing Senior Subordinated Notes or the
      Bridge Notes and to pay related fees and expenses.

      "NET INCOME" means, for any period, the net income of the Borrower and its
Subsidiaries for such period on a consolidated basis, excluding (a) net losses
or gains realized in connection with any Disposition of any asset (other than in
the ordinary course of business) and (b) extraordinary or non-recurring items;
PROVIDED, HOWEVER, that the Net Income or loss of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid to the Borrower or a Restricted Subsidiary in cash.

      "NEW SENIOR SUBORDINATED NOTES" means unsecured senior subordinated notes
or other subordinated debt securities of the Borrower (i) the net proceeds of
which are used to (w) refinance, repay, repurchase or defease (including legal
defeasance and covenant defeasance), in whole or in part, the Existing Senior
Subordinated Notes, (x) refinance, repay or repurchase, in whole or in part, any
outstanding Bridge Notes, (y) to the extent not used for the purposes referred
to in CLAUSES (w) and (x) above, redeem, repay or repurchase such New
Subordinated Notes or voluntarily repay Loans in accordance with CLAUSE (a) of
SECTION 3.1.1, and (z) pay related fees and expenses (PROVIDED, HOWEVER, that
the proceeds of such senior


                                      -31-

<PAGE>



subordinated notes may be held in escrow and pledged to secure such senior
subordinated notes pending application thereof as provided in this CLAUSE (i)),
(ii) that have no scheduled payments of principal prior to the date six months
after the Stated Maturity Date of the Term-B Loans, (iii) that are subordinated
to the Obligations pursuant to customary public market subordination provisions
or other subordination provisions acceptable to the Syndication Agent and (iv)
that have customary public market covenants, events of default and other terms
and conditions or other covenants, events of default and other terms and
conditions reasonably satisfactory to the Syndication Agent; PROVIDED, HOWEVER,
that the aggregate principal amount of the New Senior Subordinated Notes shall
not exceed the redemption, refinancing, repayment or repurchase price or
defeasance cost of the Existing Senior Subordinated Notes and/or Bridge Notes
redeemed, refinanced, repaid or repurchased, and/or the Existing Senior
Subordinated Notes defeased, with the proceeds thereof, all accrued interest and
premium paid on such Existing Senior Subordinated Notes and/or Bridge Notes in
connection with any such redemption, refinancing, repayment or repurchase and
all fees and expenses incurred in connection with any of the foregoing.

      "NON-CONSENTING LENDER" means any Lender that, in response to any request
by the Borrower or any Agent to a departure from, waiver of or amendment to any
provision of any Loan Document that requires the agreement of all Lenders or all
Lenders with respect to a particular Tranche, which departure, waiver or
amendment receives the consent of the Required Lenders or the holders of a
majority of the Commitments or (if the applicable Commitments in respect of such
Tranche shall have expired or been terminated) outstanding Credit Extensions in
respect of such Tranche, as the case may be, shall not have given its consent to
such departure, waiver or amendment.

      "NON-FUNDING LENDER" means a Lender that shall have failed to fund any
Loan hereunder that it was required to have funded in accordance with the terms
hereof, which Loan was included in any Borrowing in respect of which a majority
of the aggregate principal amount of all Loans included in such Borrowing were
funded by the Lenders party thereto.

      "NON-RECOURSE DEBT" means Indebtedness (a) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness of the
Borrower or any of its Restricted Subsidiaries to declare a default on such
other Indebtedness or cause the payment thereof to be accelerated or payable
prior to its stated maturity, and (b) as to which the lenders have been notified
that they will not have any recourse to the Capital Stock or assets of the
Borrower or any of its Restricted Subsidiaries (other than Capital Stock of
Unrestricted Subsidiaries pledged by the Borrower or a Restricted Subsidiary to
secure Indebtedness of such Unrestricted Subsidiary or any Subsidiary of such
Unrestricted Subsidiary); PROVIDED, HOWEVER, that in no event shall Indebtedness
of any Unrestricted Subsidiary fail to be Non-Recourse Debt solely as a result
of any default provisions contained in a guarantee thereof by the Borrower or
any of its Restricted Subsidiaries if the Borrower or such Restricted Subsidiary
was otherwise permitted to incur such guarantee under this Agreement.


                                      -32-

<PAGE>



      "NON-U.S. LENDER" means any Lender (including each Assignee Lender) that
is not (a) a citizen or resident of the United States, (b) a Person created or
organized in or under the laws of the United States or any state thereof, or (c)
an estate or trust that is subject to U.S. Federal income taxation regardless of
the source of its income.

      "NOTE" means, as the context may require, a Revolving Note, a Term-A Note,
a Term-B Note or a Swing Line Note.

      "OBLIGATIONS" means all obligations (monetary or otherwise) of the
Borrower and each other Obligor arising under or in connection with the Loan
Documents (including interest accruing during the pendency of any proceeding of
the type described in SECTION 8.1.9, whether or not allowed as a claim in such
proceeding).

      "OBLIGOR" means the Borrower or any other Person (other than any Secured
Party) obligated under any Loan Document.

      "PARTICIPANT" is defined in SECTION 10.11.2.

      "PBGC" means the Pension Benefit Guaranty Corporation and any successor
Person.

      "PENSION PLAN" means a "pension plan", as such term is defined in Section
3(2) of ERISA, which is subject to Title IV of ERISA (other than a multiemployer
plan as defined in Section 4001(a)(3) of ERISA), and to which the Borrower or
any corporation, trade or business that is, along with the Borrower, a member of
a Controlled Group, has or within the prior six years has had any liability,
including any liability by reason of having been a substantial employer within
the meaning of Section 4063 of ERISA at any time during the preceding five
years, or by reason of being deemed to be a contributing sponsor under Section
4069 of ERISA.

      "PERCENTAGE" means, relative to any Lender, the applicable percentage
relating to Initial Term-A Loans, Initial Term-B Loans, Additional Term-A Loans,
Additional Term-B Loans or Revolving Loans, as the case may be, as set forth
opposite its name in SCHEDULE II hereto or in a Lender Assignment Agreement(s)
under the applicable column heading, as such percentage may be adjusted from
time to time pursuant to Lender Assignment Agreement(s) executed by such Lender
and its Assignee Lender(s) and delivered pursuant to SECTION 10.11 or pursuant
to SECTION 2.2.2. A Lender shall not have any Commitment to make Loans of any
particular Tranche if its percentage under the respective column heading is
zero.

      "PERMANENT FINANCING" means the issuance by the Borrower, Holdco or AHC of
equity or unsecured subordinated debt securities, or by Holdco or AHC of other
unsecured debt securities, the net proceeds of which are used to refinance or
defease (including legal defeasance and covenant defeasance), in whole or in
part, the Existing Senior Subordinated Notes, or, if any Bridge Notes are
issued, to refinance, in whole or in part, such Bridge Notes.



                                      -33-

<PAGE>



      "PERMITTED ACQUISITION" means an acquisition by the Borrower or any
Restricted Subsidiary of the Capital Stock of any Person incorporated or
organized in or under the laws of the United States, any state thereof or the
District of Columbia, or all or substantially all of the assets or division or
line of a business of a Person that are principally located in the United Sates,
in each case in which the following conditions are met:

            (a) immediately before and after giving effect to such acquisition,
      no Default shall have occurred and be continuing or would result
      therefrom;

            (b) all transactions related thereto shall be consummated in all
      material respects in accordance with applicable laws;

            (c) such acquisition shall be effected in such manner so that the
      acquired assets or Capital Stock are owned either by the Borrower or a
      Wholly-Owned Subsidiary of the Borrower and, if effected by merger or
      consolidation involving the Borrower, the Borrower shall be the continuing
      or surviving Person;

            (d) such acquisition (if by purchase of Capital Stock) shall be
      effected in such manner so that, after giving effect thereto, the Borrower
      directly or indirectly owns at least 85% of the Capital Stock of the
      acquired Person;

            (e) the provisions of SECTIONS 7.1.7 and 7.1.8 shall have been
      satisfied; and

            (f) the Borrower shall have delivered to the Administrative Agent a
      Compliance Certificate for the period of four full Fiscal Quarters ending
      immediately preceding such acquisition (prepared in good faith and in a
      manner and using such methodology which is consistent with the most recent
      financial statements delivered pursuant to SECTION 7.1.1 and the
      provisions of SECTION 1.4) giving PRO FORMA effect to the consummation of
      such acquisition and evidencing compliance with the covenants set forth in
      SECTION 7.2.4.

      "PERSON" means any natural person, corporation, partnership, firm,
association, trust, government, governmental agency, limited liability company
or any other entity, whether acting in an individual, fiduciary or other
capacity.

      "PLAN" means any Pension Plan or Welfare Plan.

      "PLEDGE AGREEMENT" means, as the context may require, the AHC Guaranty and
Pledge Agreement, the Holdco Guaranty and Pledge Agreement, the Borrower Pledge
and Security Agreement or the Subsidiary Pledge and Security Agreement.

      "PRIME RATE" means a rate per annum equal to the prime rate of interest
announced from time to time by the Administrative Agent or its parent (which is
not necessarily the lowest rate charged to any customer), changing when and as
said prime rate changes.



                                      -34-

<PAGE>



      "PRO FORMA FINANCIAL STATEMENTS" means a PRO FORMA consolidated balance
sheet of Holdco and its Subsidiaries as at June 30, 2000 certified by the chief
financial or accounting Authorized Officer of the Borrower, giving effect to the
consummation of the Transaction and reflecting the proposed capital structure of
the Borrower and delivered to the Agents pursuant to the Existing Credit
Agreement.

      "PUBLIC OFFERING" means, for any Person, any sale after the Closing Date
of the Capital Stock of such Person to the public pursuant to a primary offering
registered under the Securities Act of 1933, as amended.

      "QUARTERLY PAYMENT DATE" means the last day of each of March, June,
September and December occurring after the Closing Date, or, if any such day is
not a Business Day, the next succeeding Business Day.

      "RATE PROTECTION AGREEMENT" means any interest rate swap, cap, collar or
similar agreement entered into by the Borrower pursuant to the terms of this
Agreement under which the counterparty to such agreement is (or at the time such
Rate Protection Agreement was entered into, was) a Lender or an Affiliate of a
Lender.

      "REFINANCING" is defined in the FIFTH RECITAL.

      "REFUNDED SWING LINE LOANS" is defined in CLAUSE (B) of SECTION 2.3.2.

      "REGISTER" is defined in CLAUSE (B) of SECTION 2.7.

      "REIMBURSEMENT OBLIGATION" is defined in SECTION 2.6.3.

      "REINSTATEMENT DATE" is defined in SECTION 4.1.

      "RELATED FUND" means, with respect to any Lender that is a fund that
invests in commercial loans, any other fund that invests in commercial loans and
is managed or advised by the same investment advisor as such Lender or by an
Affiliate of such investment advisor.

      "RELEASE" means a "RELEASE", as such term is defined in CERCLA.

      "REPLACEMENT LENDER" is defined in SECTION 4.11.

      "REPLACEMENT NOTICE" is defined in SECTION 4.11.

      "REQUIRED LENDERS" means Lenders holding at least 51% of the Total
Exposure Amount.

      "RESOURCE CONSERVATION AND RECOVERY ACT" means the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901, ET SEQ., as in effect from time to
time.


                                      -35-

<PAGE>



      "RESTRICTED AGREEMENTS" is defined in SECTION 7.2.10.

      "RESTRICTED PAYMENTS" is defined in SECTION 7.2.6.

      "RESTRICTED SUBSIDIARY" means any Subsidiary of the Borrower that is not
an Unrestricted Subsidiary.

      "REVOLVING LOAN" is defined in CLAUSE (a) of SECTION 2.1.2.

      "REVOLVING LOAN COMMITMENT" is defined in CLAUSE (a) of SECTION 2.1.2.

      "REVOLVING LOAN COMMITMENT AMOUNT" means, on any date, $80,000,000, as
such amount may be increased from time to time pursuant to SECTION 2.2.2 or
reduced from time to time pursuant to SECTION 2.2.1.

      "REVOLVING LOAN COMMITMENT TERMINATION DATE" means the earliest of (a)
November 30, 2000 if the Term Loans have not been made on or prior to such date,
(b) the six year and six month anniversary of the Closing Date, (c) the date on
which the Revolving Loan Commitment Amount is terminated in full or reduced to
zero pursuant to SECTION 2.2.1, and (d) the date on which any Commitment
Termination Event occurs.

      "REVOLVING LOAN UTILIZATION" means, for any date of determination, the
percentage determined by the Administrative Agent which results from dividing
(a) the sum of the aggregate principal amount of Revolving Loans outstanding and
the Letter of Credit Outstandings on such date by (b) the Revolving Loan
Commitment Amount on such date.

      "REVOLVING NOTE" means a promissory note of the Borrower payable to the
order of any Lender, substantially in the form of EXHIBIT A-1 hereto (as such
promissory note may be amended, endorsed or otherwise modified from time to
time), evidencing the aggregate Indebtedness of the Borrower to such Lender
resulting from outstanding Revolving Loans, and also means all other promissory
notes accepted from time to time in substitution therefor or renewal thereof.

      "ROLLOVER EQUITY" means any Capital Stock of Holdco converted by members
of management of Holdco or the Borrower into Capital Stock of AHC in connection
with the Transaction, in an amount not to exceed $30,000,000.

      "S&P" means Standard & Poor's Ratings Group, a division of McGraw Hill,
Inc.

      "SEC" means the Securities and Exchange Commission.

      "SeCA" means SeCA, a societe anonyme, organized under the laws of France.


                                      -36-

<PAGE>



      "SECURED PARTIES" means, collectively, the Lender Parties and each
counterparty to a Rate Protection Agreement that is (or at the time such Rate
Protection Agreement was entered into, was) a Lender or an Affiliate of a
Lender.

      "SENIOR SUBORDINATED DEBT" means the Indebtedness evidenced by the
Existing Senior Subordinated Notes, the Bridge Notes, if any, the New Senior
Subordinated Notes, if any, and up to $100,000,000 (less the aggregate principal
amount of Loans repaid with the proceeds of New Senior Subordinated Notes) of
additional unsecured senior subordinated debt issued by the Borrower and having
customary public market covenants, events of default or other terms and
conditions or other covenants, events of default and other terms and conditions
reasonably satisfactory to the Syndication Agent.

      "SENIOR SUBORDINATED DEBT DOCUMENTS" means the Existing Senior
Subordinated Notes, the Existing Senior Subordinated Notes Indenture, the Bridge
Notes, if any, the New Senior Subordinated Notes, if any, any notes evidencing
additional Senior Subordinated Debt and all other instruments, agreements or
other documents evidencing or governing any Senior Subordinated Debt or pursuant
to which any Senior Subordinated Debt has been or is issued.

      "SOLVENT" means, with respect to any Person on a particular date, that on
such date (a) the fair value of the property of such Person is greater than the
total amount of liabilities, including contingent liabilities, of such Person,
(b) the present fair salable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured, (c) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature, and (d) such
Person is not engaged in business or a transaction, and such Person is not about
to engage in business or a transaction, for which such Person's property would
constitute an unreasonably small capital. The amount of contingent liabilities
at any time shall be computed as the amount that, in light of all the facts and
circumstances existing at such time, can reasonably be expected to become an
actual or matured liability.

      "STATED AMOUNT" of each Letter of Credit means the total amount available
to be drawn under such Letter of Credit upon the issuance thereof.

      "STATED EXPIRY DATE" is defined in SECTION 2.6.

      "STATED MATURITY DATE" means (a) in the case of any Revolving Loan, Term-A
Loan or Additional Term-A Loan, the six year and six month anniversary of the
Closing Date and (b) in the case of any Term-B Loan or Additional Term-B Loan,
the seven year anniversary of the Closing Date; PROVIDED, HOWEVER, that if the
Borrower repays or defeases the Existing Senior Subordinated Notes on or prior
to the six year and six month anniversary of the Closing Date, the Stated
Maturity Date for Term-B Loans and Additional Term-B Loans shall be the eight
year anniversary of the Closing Date. If such day referred to above is not a
Business Day, then such day shall be the first Business Day following such day.


                                      -37-

<PAGE>



      "SUBJECT LENDER" is defined in SECTION 4.11.

      "SUBORDINATION PROVISIONS" is defined in SECTION 8.1.11.

      "SUBSIDIARY" means, with respect to any Person, any other Person of which
more than 50% of the outstanding Capital Stock having ordinary voting power to
elect a majority of the board of directors, managers or other voting members of
the governing body of such Person (irrespective of whether at the time Capital
Stock of any other class or classes of such Person shall or might have voting
power upon the occurrence of any contingency) is at the time directly or
indirectly owned by such Person, by such Person and one or more other
Subsidiaries of such Person, or by one or more other Subsidiaries of such
Person. For purposes of each Loan Document, any Person formed as a result of a
Joint Venture (other than a JV Subsidiary) which is consolidated with the
Borrower in the financial statements delivered pursuant to SECTION 7.1.1 (a
"CONSOLIDATED JV") shall be deemed to be a Subsidiary of the Borrower for
purposes of SECTIONS 6.1, 6.7, 6.9, 6.10, 6.11, 6.12, 7.1.2, 7.1.3, 7.1.4,
7.1.5, 7.1.6, 7.1.7(a)(ii), 7.2.1, 7.2.2, 7.2.3, 7.2.4, 7.2.5, 7.2.6, 7.2.9,
7.2.11, 7.2.12 and 7.2.14 and, to the extent that it relates to any of the
foregoing Sections, ARTICLE VIII.

      "SUBSIDIARY GUARANTOR" means each Subsidiary of the Borrower that executed
and delivered a Subsidiary Guaranty (or a supplement thereto).

      "SUBSIDIARY GUARANTY" means the Guaranty dated as of October 11, 2000,
substantially in the form of EXHIBIT H hereto, executed and delivered by an
Authorized Officer of a Subsidiary Guarantor pursuant to the terms of the
Existing Credit Agreement, as amended, supplemented, amended and restated or
otherwise modified from time to time.

      "SUBSIDIARY PLEDGE AND SECURITY AGREEMENT" means the Pledge and Security
Agreement, dated as of October 11, 2000, substantially in the form of EXHIBIT
G-4 hereto, executed and delivered by an Authorized Officer of each Subsidiary
Guarantor pursuant to the terms of the Existing Credit Agreement, together with
any supplemental Foreign Pledge Agreements delivered pursuant to the terms of
the Existing Credit Agreement, in each case as amended, supplemented, amended
and restated or otherwise modified from time to time.

      "SUBSTANTIAL SUBSIDIARY" means, at any time, one or more Subsidiary
Guarantors which hold, own or contribute, as the case may be, in the aggregate,
15% or more of the gross revenues, assets or EBITDA of the Borrower and its
Restricted Subsidiaries, on a consolidated basis, as of the last day of, or for,
the most recently completed period of four consecutive Fiscal Quarters of the
Borrower for which, at such time, financial statements shall have been delivered
to the Lenders pursuant to this Agreement.

      "SWING LINE LENDER" means the Administrative Agent in its capacity as
Swing Line Lender hereunder.

      "SWING LINE LOAN" is defined in CLAUSE (b) of SECTION 2.1.2.

                                      -38-

<PAGE>



      "SWING LINE LOAN COMMITMENT" is defined in CLAUSE (b) of SECTION 2.1.2.

      "SWING LINE LOAN COMMITMENT AMOUNT" means, on any date, $10,000,000, as
such amount may be reduced from time to time pursuant to SECTION 2.2.1.

      "SWING LINE NOTE" means a promissory note of the Borrower payable to the
Swing Line Lender, in the form of EXHIBIT A-4 hereto (as such promissory note
may be amended, endorsed or otherwise modified from time to time), evidencing
the aggregate Indebtedness of the Borrower to the Swing Line Lender resulting
from outstanding Swing Line Loans, and also means all other promissory notes
accepted from time to time in substitution therefor or renewal thereof.

      "SYNDICATION AGENT" is defined in the PREAMBLE.

      "TAXES" is defined in SECTION 4.6.

      "TERM-A LOANS" means, collectively, the Initial Term-A Loans and the
Additional Term-A Loans.

      "TERM-A NOTE" means a promissory note of the Borrower payable to the order
of any Lender, in the form of EXHIBIT A-2 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to such Lender resulting from outstanding
Term-A Loans, and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

      "TERM-B LOANS" means, collectively, the Initial Term-B Loans and the
Additional Term-B Loans.

      "TERM-B NOTE" means a promissory note of the Borrower payable to the order
of any Lender, in the form of EXHIBIT A-3 hereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the
aggregate Indebtedness of the Borrower to such Lender resulting from outstanding
Term-B Loans, and also means all other promissory notes accepted from time to
time in substitution therefor or renewal thereof.

      "TERM LOANS" means, collectively, the Term-A Loans and the Term-B Loans.

      "TERMINATION DATE" means the date on which all Obligations have been paid
in full in cash, all Letters of Credit have been terminated, expired or Cash
Collateralized, all Rate Protection Agreements have been terminated and all
Commitments shall have terminated.

      "TOTAL EXPOSURE AMOUNT" means, on any date of determination, (a) with
respect to any provision of this Agreement other than the declaration of the
acceleration of the maturity of all or any portion of the outstanding principal
amount of the Loans and other Obligations to be due and payable pursuant to
SECTION 8.3, the sum of (i) the aggregate principal amount of all Term

                                      -39-

<PAGE>

Loans outstanding at such time (ii) the aggregate undrawn amount of any
Additional Term Loan Commitments then outstanding and (iii)(A) the then
effective Revolving Loan Commitment Amount, if there are any Revolving Loan
Commitments then outstanding, or (B) if all Revolving Loan Commitments shall
have expired or been terminated, the sum of (1) the aggregate principal amount
of all Revolving Loans and Swing Line Loans outstanding at such time and (2) the
Letter of Credit Outstandings at such time; and (b) with respect to the
declaration of the acceleration of the maturity of all or any portion of the
outstanding principal amount of the Loans and other Obligations to be due and
payable pursuant to SECTION 8.3, the sum of (i) the aggregate principal amount
of all Loans outstanding at such time and (ii) the Letter of Credit Outstandings
at such time.

      "TRANCHE" means, as the context may require, the Loans or Commitments
constituting Term-A Loans or Additional Term-A Loan Commitments, Term-B Loans or
Additional Term-B Loan Commitments, Revolving Loans or Revolving Loan
Commitments, Swing Line Loans or the Swing Line Loan Commitment.

      "TRANSACTION" is defined in the SIXTH RECITAL.

      "TRANSACTION DOCUMENTS" means the Merger Agreement and all of the
agreements, documents, instruments, certificates, filings, consents, approvals,
board of directors resolutions and opinions furnished pursuant to or in
connection with the Transaction, and the transactions contemplated hereby or
thereby, each as amended, supplemented, amended and restated or otherwise
modified from time to time as permitted in accordance with the terms hereof or
of any other Loan Document.

      "TRANSACTION PAYMENTS" means the retention bonus payments, performance
bonus payments, Earn-outs and any fees, expenses and financing and other
transaction costs paid or to be paid by the Borrower or any Restricted
Subsidiary in respect of the Transaction, any past or future acquisition, any
past or future transaction involving the issuance of equity or debt by AHC,
Holdco, the Borrower or any of the Restricted Subsidiaries and up to a maximum
amount of $100,000 (in respect of each of the Fiscal Quarters ending September
30, 1999, December 31, 1999 and March 31, 2000) and $33,333 (in respect of the
Fiscal Quarter ending June 30, 2000) in compensation expense of the Borrower
incurred in connection with the acquisition of Men's Apparel Guild in
California, Inc.

      "TYPE" means, relative to any Loan, the portion thereof, if any, being
maintained as a Base Rate Loan or a LIBO Rate Loan.

      "UCC" means the Uniform Commercial Code as in effect from time to time in
the State of New York; PROVIDED, HOWEVER, that if, with respect to any Filing
Statement or by reason of any mandatory provisions of law, the perfection or the
effect of perfection or non-perfection of the security interests granted to the
Administrative Agent pursuant to the applicable Loan Document is governed by the
Uniform Commercial Code as in effect in a jurisdiction of the United States
other than New York, UCC means the Uniform Commercial Code as in effect

                                      -40-

<PAGE>

from time to time in such other jurisdiction for purposes of the provisions of
each Loan Document and any Filing Statement relating to such perfection or
effect of perfection or non-perfection.

      "UNITED STATES" or "U.S." means the United States of America.

      "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Borrower that is
designated by a resolution of the Board of Directors of the Borrower as an
Unrestricted Subsidiary, but only to the extent that such Subsidiary: (a) has no
Indebtedness other than Non-Recourse Debt; (b) is not party to any agreement,
contract, arrangement or understanding with the Borrower or any Restricted
Subsidiary unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Borrower or such Restricted
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Borrower; (c) is a Person with respect to which neither
the Borrower nor any of its Restricted Subsidiaries has any direct or indirect
obligation (i) to subscribe for additional Capital Stock or warrants, options or
other rights to acquire Capital Stock or (ii) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results; and (d) has not guaranteed or otherwise directly or
indirectly provided credit support for any Indebtedness of the Borrower or any
of its Restricted Subsidiaries. If, at any time, any Unrestricted Subsidiary
would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it
shall thereafter cease to be an Unrestricted Subsidiary for purposes hereof. The
Board of Directors of the Borrower may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; PROVIDED, HOWEVER, that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of any outstanding Indebtedness of such Unrestricted Subsidiary and
such designation shall only be permitted if no Default or Event of Default would
be in existence following such designation.

      "U.S. SUBSIDIARY" means any Subsidiary of the Borrower that is
incorporated or organized in or under the laws of the United States, any state
thereof or the District of Columbia.

      "VOTING STOCK" means, with respect to any Person, any class or classes of
Capital Stock pursuant to which the holders thereof have a general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees (or Persons performing similar functions) of
such Person (irrespective of whether or not, at the time, Capital Stock of any
other class or classes shall have, or might have, voting power by reason of the
happening of any contingency).

      "WARRANT ISSUANCE" is defined in CLAUSE (b) of the FOURTH RECITAL.

      "WARRANTS" is defined in CLAUSE (b) of the FOURTH RECITAL.

      "WELFARE PLAN" means a "welfare plan", as such term is defined in Section
3(1) of ERISA, and to which the Borrower has any liability.


                                      -41-

<PAGE>



      "WHOLLY-OWNED SUBSIDIARY" means, with respect to any Person, any
Subsidiary of such Person all of the Capital Stock (and all rights and options
to purchase such Capital Stock) of which, other than directors' qualifying
shares, are owned, beneficially and of record, by such Person and/or one or more
Wholly-Owned Subsidiaries of such Person.

      SECTION 1.2. USE OF DEFINED TERMS. Unless otherwise defined or the context
otherwise requires, terms for which meanings are provided in this Agreement
shall have such meanings when used in the Disclosure Schedule and in each other
Loan Document, notice and other communication delivered from time to time in
connection with this Agreement or any other Loan Document.

      SECTION 1.3. CROSS-REFERENCES. Unless otherwise specified, references in
this Agreement and in each other Loan Document to any Article or Section are
references to such Article or Section of this Agreement or such other Loan
Document, as the case may be, and, unless otherwise specified, references in any
Article, Section or definition to any clause are references to such clause of
such Article, Section or definition.

      SECTION 1.4. ACCOUNTING AND FINANCIAL DETERMINATIONS.

            (a) Unless otherwise specified and subject to CLAUSE (b) of this
      SECTION 1.4, all accounting terms used herein or in any other Loan
      Document shall be interpreted, all accounting determinations and
      computations hereunder or thereunder shall be made, and all financial
      statements required to be delivered hereunder or thereunder shall be
      prepared in accordance with, those generally accepted accounting
      principles as in effect from time to time in the United States, applied on
      a basis consistent (except for changes concurred in by the Borrower's
      independent public accountants) with the most recent audited consolidated
      financial statements of the Borrower and its Restricted Subsidiaries
      delivered to the Lenders ("GAAP"); PROVIDED, HOWEVER, that, if the
      Borrower notifies the Administrative Agent that the Borrower wishes to
      amend any covenant in SECTION 7.2.4, the definition of EBITDA, Leverage
      Ratio, Fixed Charge Coverage Ratio, Capital Expenditure, Net Income,
      Interest Expense, Applicable Margin, Applicable Commitment Fee or CLAUSE
      (b) or (d) of SECTION 3.1.1 to eliminate the effect of any change in GAAP
      on the operation of such covenant, definition or clause (or if the
      Administrative Agent notifies the Borrower that the Required Lenders wish
      to amend any such covenant, definition or clause for such purpose), then
      the Borrower's compliance with such covenant shall be determined, and such
      definitions and clauses shall be applied, on the basis of GAAP in effect
      immediately before the relevant change in GAAP became effective, until
      either such notice is withdrawn or such covenant, definition or clause is
      amended in a manner satisfactory to the Borrower and the Required Lenders.

            (b) For purposes of computing the Fixed Charge Coverage Ratio and
      Leverage Ratio (and any financial calculations required to be made or
      included within such ratios) (including for purposes of any Compliance
      Certificate to be delivered pursuant to CLAUSE (f) of the definition of
      "Permitted Acquisition") as of the end of any Fiscal Quarter, all


                                      -42-

<PAGE>



      components of such ratios, including Capital Expenditures, in the case of
      any Disposition, but excluding Capital Expenditures, in the case of any
      acquisition, for the period of four Fiscal Quarters ending at the end of
      such Fiscal Quarter shall include or exclude, as the case may be, without
      duplication, such components of such ratios attributable to any business
      or assets that have been acquired or Disposed of by the Borrower or any of
      its Subsidiaries (including through mergers or consolidations) after the
      first day of such period of four Fiscal Quarters and prior to the end of
      such period, as determined in good faith by the Borrower on a PRO FORMA
      basis for such period of four Fiscal Quarters as if such acquisition or
      Disposition had occurred on such first day of such period (including cost
      savings that would have been realized had such acquisition occurred on
      such day and which inclusion when not otherwise permitted under GAAP has
      been approved by a majority of the board of directors of Holdco).


                                   ARTICLE II

                     CONTINUATION OF CERTAIN EXISTING LOANS,
                 COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,
                           NOTES AND LETTERS OF CREDIT

      SECTION 2.1. CONTINUATION OF LOANS; COMMITMENTS. On the terms and subject
to the conditions of this Agreement,

            (a) each Lender severally agrees to the continuation and
      reallocation (as the case may be) of Existing Loans and to make Loans
      (other than Swing Line Loans) pursuant to each of its Commitments and the
      Swing Line Lender agrees to make Swing Line Loans pursuant to the Swing
      Line Loan Commitment, in each case as described in this SECTION 2.1; and

            (b) each Issuer severally agrees that it will issue Letters of
      Credit pursuant to SECTION 2.1.3, and each other Lender that has a
      Revolving Loan Commitment severally agrees that it will purchase
      participation interests in such Letters of Credit pursuant to SECTION
      2.6.1.

      SECTION 2.1.1. CONTINUATION OF TERM LOANS; ADDITIONAL TERM LOAN
      COMMITMENTS.

            (a) On the Closing Date, the Existing Lenders made loans (relative
      to such Lender, its "INITIAL TERM-A LOAN") to the Borrower equal to such
      Existing Lender's Percentage of the Initial Term-A Loan Commitment Amount.
      The parties hereto acknowledge and agree that the Initial Term-A Loans
      made to the Borrower under the Existing Credit Agreement shall continue as
      Initial Term-A Loans made to the Borrower under this Agreement with each
      Lender's share of Term-A Loans being set forth opposite its name on
      SCHEDULE II hereto under the Term-A Loan column, or set forth in a Lender


                                      -43-

<PAGE>

      Assignment Agreement under the Term-A Loan column, as such amount may be
      adjusted from time to time pursuant to the terms hereof.

            (b) On any date on or prior to the Additional Term-A Loan Commitment
      Termination Date with respect to any Additional Term-A Loan Commitment,
      each Lender that has a Percentage in excess of zero of such Additional
      Term-A Loan Commitment will make a loan (each such loan an "ADDITIONAL
      TERM-A LOAN") to the Borrower equal to such Lender's Percentage of the
      aggregate Borrowing or Borrowings of Additional Term-A Loans requested by
      the Borrower to be made on such date pursuant to such Additional Term-A
      Loan Commitment.

            (c) On the Closing Date, the Existing Lenders made loans (relative
      to such Lender, its "INITIAL TERM-B LOAN") to the Borrower equal to such
      Existing Lender's Percentage of the Initial Term-B Loan Commitment Amount.
      The parties hereto acknowledge and agree that the Initial Term-B Loans
      made to the Borrower under the Existing Credit Agreement shall continue as
      Initial Term-B Loans made to the Borrower under this Credit Agreement with
      each Lender's share of Term-B Loans being set forth opposite its name on
      SCHEDULE II hereto under the Term-B Loan column, or set forth in a Lender
      Assignment Agreement under the Term-B Loan column, as such amount may be
      adjusted from time to time pursuant to the terms hereof.

            (d) On any date on or prior to the Additional Term-B Loan Commitment
      Termination Date with respect to any Additional Term-B Loan Commitment,
      each Lender that has a Percentage in excess of zero of such Additional
      Term-B Loan Commitment will make a loan (each such loan an "ADDITIONAL
      TERM-B LOAN") to the Borrower equal to such Lender's Percentage of the
      aggregate Borrowing or Borrowings of Additional Term-B Loans requested by
      the Borrower to be made on such date pursuant to such Additional Term-B
      Loan Commitment.

No amounts paid or prepaid with respect to Term Loans may be reborrowed.

      SECTION 2.1.2. REVOLVING LOAN COMMITMENT AND SWING LINE LOAN COMMITMENT.
From time to time on any Business Day occurring on or after the Closing Date but
prior to the Revolving Loan Commitment Termination Date,

            (a) each Lender that has a Percentage in excess of zero of the
      Revolving Loan Commitment will make loans (relative to such Lender, its
      "REVOLVING LOANS") to the Borrower equal to such Lender's Percentage of
      the aggregate amount of the Borrowing or Borrowings of Revolving Loans
      requested by the Borrower to be made on such day (with the Commitment of
      each Lender described in this clause referred to as its "REVOLVING LOAN
      COMMITMENT"). On the terms and subject to the conditions hereof, the
      Borrower may from time to time borrow, prepay and reborrow Revolving
      Loans.


                                      -44-

<PAGE>



            (b) the Swing Line Lender will make a loan (a "SWING LINE LOAN") to
      the Borrower equal to the principal amount of the Swing Line Loan
      requested by the Borrower to be made on such day (with the Commitment of
      the Swing Line Lender described in this clause referred to as its "SWING
      LINE LOAN COMMITMENT"). On the terms and subject to the conditions hereof,
      the Borrower may from time to time borrow, prepay and reborrow Swing Line
      Loans.

      SECTION 2.1.3. LETTER OF CREDIT COMMITMENT. From time to time on any
Business Day occurring on or after the Closing Date but prior to the Revolving
Loan Commitment Termination Date, the applicable Issuer will (a) issue one or
more standby or commercial letters of credit (each referred to as a "LETTER OF
CREDIT") for the account of the Borrower or any of its Restricted Subsidiaries
in the Stated Amount requested by the Borrower on such day, or (b) extend the
Stated Expiry Date of an existing standby or commercial Letter of Credit
previously issued hereunder to a date not later than the earlier of (i) the
Stated Maturity Date for Revolving Loans and (ii) one year from the date of such
extension (subject to automatic renewal provisions); PROVIDED, HOWEVER, that,
notwithstanding the terms of this CLAUSE (b)(II), a Letter of Credit may, if
required by the beneficiary thereof, contain automatic renewal provisions
pursuant to which the Stated Expiry Date shall be automatically extended (to a
date not beyond the date specified in CLAUSE (b)(I) above), unless notice to the
contrary shall have been given to the beneficiary prior to the then existing
Stated Expiry Date in accordance with the terms specified in such Letter of
Credit by the applicable Issuer or the account party of such Letter of Credit
(which notice by the account party shall also have been provided to the
applicable Issuer in writing).

      SECTION 2.1.4. LENDERS NOT PERMITTED OR REQUIRED TO MAKE THE LOANS. No
Lender hall be permitted or required to, and the Borrower shall not request any
Lender to, make

            (a) any Additional Term-A Loan or Additional Term-B Loan (as the
      case may be) pursuant to any Additional Term-A Loan Commitment or
      Additional Term-B Loan Commitment (as the case may be) if, after giving
      effect thereto, the aggregate original principal amount of all Additional
      Term-A Loans or Additional Term-B Loans (as the case may be) of such
      Lender made pursuant to such Additional Term-A Loan Commitment or
      Additional Term-B Loan Commitment (as the case may be) would exceed such
      Lender's Percentage of the Additional Term-A Loan Commitment Amount in
      respect of such Additional Term-A Loan Commitment (in the case of
      Additional Term-A Loans) or the Additional Term-B Commitment Amount in
      respect of such Additional Term-B Commitment (in the case of Additional
      Term-B Loans);

            (b) any Revolving Loan if, after giving effect thereto, the
      aggregate outstanding principal amount of all the Revolving Loans of all
      the Lenders with Revolving Loan Commitments, together with the Letter of
      Credit Outstandings and the aggregate outstanding principal amount of all
      Swing Line Loans, would exceed the then existing Revolving Loan Commitment
      Amount; or


                                      -45-

<PAGE>



            (c) any Swing Line Loan if, after giving effect thereto (i) the
      aggregate outstanding principal amount of all Swing Line Loans would
      exceed the Swing Line Loan Commitment Amount, or (ii) the sum of the
      aggregate amount of all Letter of Credit Outstandings plus the aggregate
      principal amount of all Revolving Loans and Swing Line Loans then
      outstanding would exceed the then existing Revolving Loan Commitment
      Amount.

      SECTION 2.1.5. ISSUER NOT PERMITTED OR REQUIRED TO ISSUE LETTERS OF
CREDIT. No Issuer shall be permitted or required to issue any Letter of Credit
if, after giving effect thereto, (a) the aggregate amount of all Letter of
Credit Outstandings would exceed the Letter of Credit Commitment Amount, or (b)
the sum of the aggregate amount of all Letter of Credit Outstandings plus the
aggregate principal amount of all Revolving Loans and Swing Line Loans then
outstanding would exceed the then existing Revolving Loan Commitment Amount.

      SECTION 2.1.6. ASSIGNMENT AND REALLOCATION OF EXISTING LOANS AND
COMMITMENTS. On the Amendment Effective Date, each Existing Lender hereby
irrevocably sells, transfers, conveys and assigns, without recourse,
representation or warranty (except as expressly set forth herein), to each other
Lender, and each such Lender hereby irrevocably purchases from such Existing
Lender, a portion of the rights and obligations of such Existing Lender under
the Existing Credit Agreement and each other Loan Document in respect of such
Existing Lender's Existing Loans and Commitments under (and as defined in) the
Existing Credit Agreement, including participating interests in Letter of Credit
Outstandings under (and as defined in) the Existing Credit Agreement, such that,
after giving effect to the foregoing assignment and delegation, each Lender's
Percentages of the Commitments and portion of the Existing Loans will be as set
forth opposite such Person's name on SCHEDULE II hereto.

            (a) Each Existing Lender hereby represents and warrants to each
      Lender that, immediately before giving effect to the provisions of this
      Section, (i) such Existing Lender is the legal and beneficial owner of the
      portion of its rights and obligations in respect of its Existing Loans
      being assigned to each Lender as set forth above; and (ii) such rights and
      obligations being assigned and sold by such Existing Lender are free and
      clear of any Lien created by such Existing Lender.

            (b) Each of the Lenders hereby acknowledges and agrees that (i)
      other than the representations and warranties contained above, no Existing
      Lender nor the Administrative Agent has made any representations or
      warranties or assumed any responsibility with respect to (A) any
      statements, warranties or representations made in or in connection with
      this Agreement or the execution, legality, validity, enforceability,
      genuineness or sufficiency of this Agreement, the Existing Credit
      Agreement or any other Loan Document or (B) the financial condition of any
      Obligor or the performance by any Obligor of the Obligations; (ii) it has
      received such information as it has deemed appropriate to make its own
      credit analysis and decision to enter into this Agreement; and (iii) it
      has made and continues to make its own credit decisions in taking or not
      taking


                                      -46-

<PAGE>



      action under this Agreement, independently and without reliance upon the
      Administrative Agent or any other Lender.

            (c) The Borrower, each of the Existing Lenders and the
      Administrative Agent also agree that each of the Lenders shall, as of the
      Amendment Effective Date, have all of the rights and obligations as a
      Lender in respect of the Commitments and Loans purchased and assumed, or
      retained, by it, to the extent of the rights and obligations so purchased
      and assumed, or retained, by it.

            (d) Each Lender which is purchasing any portion of the Existing
      Loans shall deliver to the Administrative Agent immediately available
      funds in the full amount of the purchase made by it and the Administrative
      Agent shall, to the extent of the funds so received, disburse such funds
      to the Existing Lenders which are making sales and assignments in the
      amount of the portions so sold and assigned.

      SECTION 2.2. CHANGES IN COMMITMENT AMOUNT. The Borrower may reduce any
Commitment Amount, request to increase the Revolving Loan Commitment Amount or
request Additional Term Loan Commitments, and the Revolving Loan Commitment
Amount shall automatically be reduced, in each case as set forth below.

      SECTION 2.2.1. REDUCTION OF COMMITMENT AMOUNT. (a) The Borrower may, from
time to time on any Business Day occurring on or after the Closing Date,
voluntarily reduce any Commitment Amount; PROVIDED, HOWEVER, that all such
reductions shall require at least three Business Days' prior notice to the
Administrative Agent and shall be permanent, and any partial reduction of any
Commitment Amount shall be in an aggregate amount of $500,000 or any larger
integral multiple of $100,000. Any such reduction of the Revolving Loan
Commitment Amount which reduces the Revolving Loan Commitment Amount below the
Letter of Credit Commitment Amount or the Swing Line Loan Commitment Amount
shall result in an automatic and corresponding reduction of the Letter of Credit
Commitment Amount or the Swing Line Loan Commitment Amount, as the case may be,
to an aggregate amount not in excess of the Revolving Loan Commitment Amount, as
so reduced, without any further action on the part of the applicable Issuer or
the Swing Line Lender.

            (b) Following the prepayment in full of the Term Loans, the
      Revolving Loan Commitment Amount shall, without any further action,
      automatically and permanently be reduced on the date the Term Loans would
      otherwise have been required to be prepaid pursuant to CLAUSE (c) of
      SECTION 3.1.1, in an amount equal to the amount by which the Term Loans
      would otherwise be required to be prepaid if Term Loans had been
      outstanding.

      SECTION 2.2.2. INCREASES IN REVOLVING LOAN COMMITMENT AMOUNT; ADDITIONAL
TERM LOAN COMMITMENTS. At any time that no Default has occurred and is
continuing, and prior to the Revolving Loan Commitment Termination Date, the
Borrower may notify the Agents that the Borrower is requesting that, on the
terms and subject to the conditions contained in this Agreement, the Lenders
and/or other lenders not then a party to this Agreement provide up to an


                                      -47-

<PAGE>

aggregate amount of $50,000,000 in additional Revolving Loan Commitments and/or
commitments to make Term-A Loans (any such commitment, an "ADDITIONAL TERM-A
LOAN COMMITMENT"; and the aggregate amount thereof agreed to be provided by the
applicable Lenders or other lenders in response to any such request, an
"ADDITIONAL TERM-A LOAN COMMITMENT AMOUNT") and/or Term-B Loans (any such
commitment, an "ADDITIONAL TERM-B LOAN COMMITMENT"; and the aggregate amount
thereof agreed to be provided by the applicable Lenders or other lenders in
response to any such request, an "ADDITIONAL TERM-B LOAN COMMITMENT AMOUNT").
Upon receipt of such notice, the Syndication Agent shall use commercially
reasonable efforts to arrange for the Lenders or other Eligible Institutions to
provide such additional Commitments; PROVIDED, HOWEVER, that the Syndication
Agent will first offer each of the Lenders that then has a Percentage in excess
of zero with respect to the applicable Tranche a PRO RATA portion of any such
additional Commitments. Alternatively, DLJ may commit to provide the full amount
of the requested additional Commitments and then offer portions of such
additional Commitments to the Lenders or other Eligible Institutions, subject to
the proviso to the immediately preceding sentence. Nothing contained in this
Section or otherwise in this Agreement is intended to commit any Lender or any
Agent to provide any portion of any such additional Commitments. If and to the
extent that any Lenders and/or other lenders agree, in their sole discretion, to
provide any such additional Commitments, (i) in the case of any Additional
Term-A Loan Commitment or Additional Term-B Loan Commitment, upon the making of
any Additional Term Loans pursuant to such Additional Term Loan Commitment, the
Administrative Agent will adjust the amortization schedule set forth in CLAUSE
(G) or (H) of SECTION 3.1.1, as the case may be, so that the Borrower will repay
an additional amount on each Quarterly Payment Date equal to whatever percentage
of the Initial Term Loans of the applicable Tranche would have otherwise been
due on such Quarterly Payment Date multiplied by the aggregate principal amount
of such Additional Term Loans, with any remaining principal amount of such
Additional Term Loans to be due and payable on the Stated Maturity Date for the
applicable Tranche, (ii) in the case of an increase in the Revolving Loan
Commitment Amount, (A) the Revolving Loan Commitment Amount shall be increased
by the amount of the additional Revolving Loan Commitments agreed to be so
provided, (B) the Percentages of the respective Lenders in respect of the
increased Revolving Loan Commitment Amount shall be proportionally adjusted
(PROVIDED, HOWEVER, that the amount equal to the adjusted Percentage of a Lender
in respect of Revolving Loans multiplied by the Revolving Loan Commitment Amount
as increased pursuant to CLAUSE (A) may not exceed the amount equal to the
Percentage of such Lender in respect of Revolving Loans immediately prior to any
adjustment made pursuant to this CLAUSE (B) multiplied by the Revolving Loan
Commitment Amount immediately prior to the corresponding increase thereof
pursuant to CLAUSE (A) without the consent of such Lender) and such adjustment
shall be recorded in the Register and (C) at such time and in such manner as the
Borrower and the Syndication Agent shall agree (it being understood that the
Borrower and the Agents will use commercially reasonable efforts to avoid the
prepayment or assignment of any LIBO Rate Loan on a day other than the last day
of the Interest Period applicable thereto), the Lenders shall assign and assume
outstanding Revolving Loans and participations in outstanding Letters of Credit
so as to cause the amounts of such Revolving Loans and participations in Letters
of Credit held by each Lender with a Percentage in excess of zero of the
Revolving Loan Commitment to conform to its


                                      -48-

<PAGE>



Percentage of the Revolving Loan Commitment and (iii) the Borrower shall execute
and deliver any additional Notes, other amendments or modifications to any Loan
Document, and any other certificates, consents or legal opinions as the Agents
may reasonably request.

      SECTION 2.3. BORROWING PROCEDURES AND FUNDING MAINTENANCE. Loans (other
than Swing Line Loans) shall be made by the Lenders in accordance with SECTION
2.3.1, and Swing Line Loans shall be made by the Swing Line Lender in accordance
with SECTION 2.3.2.

      SECTION 2.3.1. TERM LOANS AND REVOLVING LOANS. By delivering a Borrowing
Request to the Administrative Agent on or before 12:00 p.m., Boston,
Massachusetts time, on a Business Day, the Borrower may from time to time
irrevocably request, on not less than one Business Day's notice (in the case of
Base Rate Loans) or three Business Days' notice (in the case of LIBO Rate Loans)
that a Borrowing be made in an aggregate amount of $500,000 or any larger
integral multiple of $100,000, or in the unused amount of the applicable
Commitment. No Borrowing Request shall be required, and the minimum aggregate
amounts specified under this SECTION 2.3.1 shall not apply, in the case of
Revolving Loans made under CLAUSE (b) of SECTION 2.3.2 to refund Refunded Swing
Line Loans or Revolving Loans deemed made under SECTION 2.6.2 in respect of
unreimbursed Disbursements. On the terms and subject to the conditions of this
Agreement, each Borrowing shall be comprised of the type of Loans, and shall be
made on the Business Day, specified in such Borrowing Request. On or before
11:00 a.m. Boston, Massachusetts time, on such Business Day each Lender shall
deposit with the Administrative Agent same day funds in an amount equal to such
Lender's Percentage of the requested Borrowing. Such deposit will be made to an
account which the Administrative Agent shall specify from time to time by notice
to the Lenders. To the extent funds are received from the Lenders, the
Administrative Agent shall make such funds available to the Borrower by wire
transfer to the accounts the Borrower shall have specified in its Borrowing
Request. No Lender's obligation to make any Loan shall be affected by any other
Lender's failure to make any Loan.

      SECTION 2.3.2. SWING LINE LOANS. (a) By written or telephonic notice,
promptly followed (within one Business Day), in the case of telephonic notice,
by the delivery of a confirming Borrowing Request, to the Swing Line Lender and
the Administrative Agent on or before 12:00 p.m., Boston, Massachusetts time, on
the Business Day the proposed Swing Line Loan is to be made, the Borrower may
from time to time irrevocably request that a Swing Line Loan be made by the
Swing Line Lender in a minimum principal amount of $100,000 or any larger
integral multiple of $50,000. All Swing Line Loans shall be made as Base Rate
Loans and shall not be entitled to be converted into LIBO Rate Loans. The
proceeds of each Swing Line Loan shall be made available by the Swing Line
Lender, by 3:00 p.m., Boston, Massachusetts time, on the Business Day the
initial written or telephonic notice is received by it as provided in this
clause, to the Borrower by wire transfer to the account the Borrower shall have
specified in its notice therefor.

      (b) If (i) any Swing Line Loan shall be outstanding for more than four
Business Days or (ii) any Default shall occur and be continuing, each Lender
with a Revolving Loan Commitment


                                      -49-

<PAGE>



(other than the Swing Line Lender) irrevocably agrees that it will, at the
request of the Swing Line Lender and upon notice from the Administrative Agent,
unless such Swing Line Loan shall have been earlier repaid in full, make a
Revolving Loan (which shall initially be funded as a Base Rate Loan) in an
amount equal to such Lender's Percentage in respect of the Revolving Loan
Commitments of the aggregate principal amount of all such Swing Line Loans then
outstanding (such outstanding Swing Line Loans hereinafter referred to as the
"REFUNDED SWING LINE LOANS"); PROVIDED, HOWEVER, that the Swing Line Lender
shall not request, and no Lender with a Revolving Loan Commitment shall make,
any such Revolving Loan if, after giving effect to the making of the applicable
Refunded Swing Line Loan, the sum of all outstanding Revolving Loans, plus the
aggregate amount of all Letter of Credit Outstandings and all Swing Line Loans
outstanding, exceeded the then existing Revolving Loan Commitment Amount. On or
before 11:00 a.m., Boston, Massachusetts time, on the first Business Day
following receipt by each Lender of a request to make Revolving Loans as
provided in the preceding sentence, each such Lender with a Revolving Loan
Commitment shall deposit in an account specified by the Swing Line Lender the
amount so requested in same day funds and such funds shall be applied by the
Swing Line Lender to repay the Refunded Swing Line Loans. At the time the
aforementioned Lenders make the above referenced Revolving Loans, the Swing Line
Lender shall be deemed to have made, in consideration of the making of the
Refunded Swing Line Loans, a Revolving Loan in an amount equal to the Swing Line
Lender's Percentage in respect of the Revolving Loan Commitments of the
aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or
deemed making, in the case of the Swing Line Lender) of any Revolving Loans
pursuant to this clause, the amount so funded shall become outstanding as a
Revolving Loan of such Lender and to the extent made (or deemed made, in the
case of the Swing Line Lender) shall no longer constitute a portion of the
applicable Swing Line Loan. All interest payable with respect to any Revolving
Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to
this clause shall be appropriately adjusted to reflect the period of time during
which the Swing Line Lender had outstanding Swing Line Loans in respect of which
such Revolving Loans were made. Each Lender's obligation (in the case of Lenders
with a Revolving Loan Commitment) to make the Revolving Loans referred to in
this clause shall be absolute and unconditional and shall not be affected by any
circumstance, including (i) any set- off, counterclaim, recoupment, defense or
other right which such Lender may have against the Swing Line Lender, the
Borrower or any other Person for any reason whatsoever; (ii) the occurrence or
continuance of any Default; (iii) any adverse change in the condition (financial
or otherwise) of the Borrower or any other Obligor; (iv) the acceleration or
maturity of any Loans or the termination of any Commitment after the making of
any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document
by the Borrower or any Lender; or (vi) any other circumstance, happening or
event whatsoever, whether or not similar to any of the foregoing.

      SECTION 2.4. CONTINUATION AND CONVERSION ELECTIONS. By delivering a
Continuation/Conversion Notice to the Administrative Agent on or before 12:00
p.m., Boston, Massachusetts time, on a Business Day, the Borrower may from time
to time irrevocably elect, on not less than one Business Day's notice (in the
case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business
Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion
of Base Rate Loans into LIBO Rate Loans) nor more than five Business


                                      -50-

<PAGE>



Days' notice (in the case of any Loans) that all, or any portion in a minimum
amount of $500,000 or any larger integral multiple of $100,000, be, in the case
of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate
Loans, continued as LIBO Rate Loans or converted into Base Rate Loans (in the
absence of delivery of a Continuation/Conversion Notice with respect to any LIBO
Rate Loan at least three Business Days before the last day of the then current
Interest Period with respect thereto, such LIBO Rate Loan shall, on such last
day, automatically convert to a Base Rate Loan); PROVIDED, HOWEVER, that (a)
each such conversion or continuation shall be pro rated among the applicable
outstanding Loans of the relevant Lenders, and (b) no portion of the outstanding
principal amount of any Loans may be continued as, or be converted into, LIBO
Rate Loans when any Default has occurred and is continuing.

      SECTION 2.5. FUNDING. Each Lender may, if it so elects, fulfill its
obligation to make, continue or convert LIBO Rate Loans hereunder by causing one
of its foreign branches or affiliates (or an international banking facility
created by such Lender) to make or maintain such LIBO Rate Loan, so long as such
action does not result in increased costs to the Borrower; PROVIDED, HOWEVER,
that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be
held by such Lender, and the obligation of the Borrower to repay such LIBO Rate
Loan shall nevertheless be to such Lender for the account of such foreign
branch, affiliate or international banking facility; and PROVIDED, FURTHER,
HOWEVER, that, except for purposes of determining whether any such increased
costs are payable by the Borrower, such Lender shall cause such foreign branch,
affiliate or international banking facility to comply with the applicable
provisions of CLAUSE (b) of SECTION 4.6 with respect to such LIBO Rate Loan. In
addition, the Borrower hereby consents and agrees that, for purposes of any
determination to be made for purposes of SECTION 4.1, 4.2, 4.3 or 4.4, it shall
be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by
purchasing Dollar deposits in its LIBOR Office's interbank Eurodollar market.

      SECTION 2.6. ISSUANCE PROCEDURES. By delivering to the applicable Issuer
and the Administrative Agent an Issuance Request on or before 12:00 p.m.,
Boston, Massachusetts time, on a Business Day, the Borrower may, from time to
time irrevocably request, on not less than three Business Days' notice (or such
shorter or longer notice as may be acceptable to the applicable Issuer), in the
case of an initial issuance of a Letter of Credit, and not less than three nor
more than ten Business Days' notice (unless a shorter or longer notice period is
acceptable to the applicable Issuer) prior to the then existing Stated Expiry
Date of a Letter of Credit, in the case of a request for the extension of the
Stated Expiry Date of a Letter of Credit, that such Issuer issue, or extend the
Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on
behalf of the Borrower (whether issued for the account of or on behalf of the
Borrower or any of its Restricted Subsidiaries) in such form as may be requested
by the Borrower and approved by such Issuer. In the event of any conflict
between the terms of the Issuance Request and the terms of this Agreement, the
terms of this Agreement shall govern. Notwithstanding anything to the contrary
contained herein or in any separate application for any Letter of Credit, the
Borrower hereby acknowledges and agrees that it shall be obligated to reimburse
the applicable Issuer upon each Disbursement paid under a Letter of Credit, and
it shall be deemed


                                      -51-

<PAGE>



to be the obligor for purposes of each such Letter of Credit issued hereunder
(whether the account party on such Letter of Credit is the Borrower or a
Subsidiary of the Borrower). Upon receipt of an Issuance Request, the
Administrative Agent shall promptly notify the applicable Issuer and each Lender
that has a Revolving Loan Commitment thereof. Each Letter of Credit shall by its
terms be stated to expire on a date (its "STATED EXPIRY DATE") no later than the
earlier to occur of (a) the Stated Maturity Date for Revolving Loans and (b) one
year from the date of its issuance (subject to automatic renewal provisions);
PROVIDED, HOWEVER, that, notwithstanding the terms of this clause, a Letter of
Credit may, if required by the beneficiary thereof, contain automatic renewal
provisions pursuant to which the Stated Expiry Date shall be automatically
extended (to a date not beyond the date specified in CLAUSE (A) above), unless
notice to the contrary shall have been given to the beneficiary prior to the
then existing Stated Expiry Date in accordance with the terms specified in such
Letter of Credit by the applicable Issuer or the account party of such Letter of
Credit (which notice by the account party shall also have been provided to the
applicable Issuer in writing). The applicable Issuer will make available to the
beneficiary thereof the original of each Letter of Credit which it issues
hereunder. In the event that the Issuer is other than the Administrative Agent,
such Issuer will send by facsimile transmission to the Administrative Agent,
promptly on the first Business Day of each week, its daily maximum amount
available to be drawn under the Letters of Credit issued by such Issuer for the
previous week. The Administrative Agent shall deliver to each Lender upon each
calendar month end, and upon each payment of the letter of credit fees payable
pursuant to SECTION 3.3.3, a report setting forth the daily maximum amount
available to be drawn for all Issuers during such period.

      SECTION 2.6.1. OTHER LENDERS' PARTICIPATION. Upon the issuance of each
Letter of Credit issued by an Issuer pursuant hereto, and without further
action, each Lender (other than such Issuer) that has a Revolving Loan
Commitment shall be deemed to have irrevocably purchased from such Issuer, to
the extent of its Percentage in respect of the Revolving Loan Commitments, and
such Issuer shall be deemed to have irrevocably granted and sold to such Lender
a participation interest in such Letter of Credit (including any right of the
Issuer to receive payment of a Reimbursement Obligation and all rights with
respect thereto), and such Lender shall, to the extent of its Percentage in
respect of the Revolving Loan Commitments, be responsible for reimbursing
promptly (and in any event within one Business Day) the applicable Issuer for
Disbursements which have not been reimbursed by the Borrower in accordance with
SECTION 2.6.3. In addition, such Lender shall, to the extent of its Percentage
in respect of the Revolving Loan Commitments, be entitled to receive a ratable
portion of the letter of credit fees payable pursuant to the first sentence of
SECTION 3.3.3 with respect to each Letter of Credit and of interest payable
pursuant to SECTION 2.6.2 or 3.2 with respect to any Reimbursement Obligation.
To the extent that any Lender has reimbursed the applicable Issuer for a
Disbursement as required by this Section, such Lender shall be entitled to
receive its ratable portion of any amounts subsequently received (from the
Borrower or otherwise) in respect of such Disbursement.

      SECTION 2.6.2. DISBURSEMENTS; CONVERSION TO REVOLVING LOANS. The
applicable Issuer will notify the Borrower and the Administrative Agent promptly
of the presentment for payment


                                      -52-

<PAGE>



of any drawing under any Letter of Credit issued by such Issuer, together with
notice of the date (the "DISBURSEMENT DATE") such payment shall be made (each
such payment, a "DISBURSEMENT"). Subject to the terms and provisions of such
Letter of Credit and this Agreement, such Issuer shall make such payment to the
beneficiary (or its designee) of such Letter of Credit. Prior to 12:30 p.m.,
Boston, Massachusetts time, on the first Business Day following the Disbursement
Date (the "DISBURSEMENT DUE DATE"), the Borrower will reimburse the
Administrative Agent, for the account of such Issuer, for all amounts which such
Issuer has disbursed under such Letter of Credit, together with interest thereon
at the rate per annum otherwise applicable to Revolving Loans (made as Base Rate
Loans) from and including the Disbursement Date to but excluding the
Disbursement Due Date and, thereafter (unless such Disbursement is converted
into a Base Rate Loan on the Disbursement Due Date), at a rate per annum equal
to the rate per annum then in effect with respect to overdue Revolving Loans
(made as Base Rate Loans) pursuant to SECTION 3.2.2 for the period from the
Disbursement Due Date through the date of such reimbursement; PROVIDED, HOWEVER,
that, if no Default shall have then occurred and be continuing, unless the
Borrower has notified the Administrative Agent no later than one Business Day
prior to the Disbursement Due Date that it will reimburse such Issuer for the
applicable Disbursement, then the amount of the Disbursement shall be deemed to
be a Borrowing of Revolving Loans constituting Base Rate Loans and following the
giving of notice thereof by the Administrative Agent to the Lenders, each Lender
with a Revolving Loan Commitment (other than such Issuer) will deliver to such
Issuer on the Disbursement Due Date immediately available funds in an amount
equal to such Lender's Percentage of such Borrowing. Each conversion of
Disbursement amounts into Revolving Loans shall constitute a representation and
warranty by the Borrower that on the date of the making of such Revolving Loans
all of the statements set forth in SECTION 5.2.1 are true and correct.

      SECTION 2.6.3. REIMBURSEMENT. The obligation (a "REIMBURSEMENT
OBLIGATION") of the Borrower under SECTION 2.6.2 to reimburse the applicable
Issuer with respect to each Disbursement (including interest thereon) not
converted into Revolving Loans pursuant to SECTION 2.6.2, and, upon the Borrower
failing or electing not to reimburse such Issuer and the giving of notice
thereof by the Administrative Agent to the Lenders, each Lender's (to the extent
it has a Revolving Loan Commitment) obligation under SECTION 2.6.1 to reimburse
such Issuer or fund its Percentage of any Disbursement or to make Revolving
Loans in an amount equal to such Lender's percentage of any Disbursement shall
be absolute and unconditional under any and all circumstances and irrespective
of any setoff, counterclaim or defense to payment which the Borrower or such
Lender, as the case may be, may have or have had against such Issuer or any such
Lender, including any defense based upon the failure of any Disbursement to
conform to the terms of the applicable Letter of Credit (if, in such Issuer's
good faith opinion, such Disbursement is determined to be appropriate) or any
non-application or misapplication by the beneficiary of the proceeds of such
Letter of Credit; PROVIDED, HOWEVER, that after paying in full its Reimbursement
Obligation hereunder, nothing herein shall adversely affect the right of the
Borrower or such Lender, as the case may be, to commence any proceeding against
such Issuer for any wrongful Disbursement made by such Issuer under a Letter of
Credit as a result of acts or omissions constituting gross negligence or willful
misconduct on the part of such Issuer. In the event that any Revolving Loan
cannot for any reason be made on the date otherwise required


                                      -53-

<PAGE>



above (including as a result of the commencement of a proceeding in bankruptcy
with respect to the Borrower), then each Lender shall forthwith purchase (as of
the date such borrowing would otherwise have occurred) from each Issuer a
participation in any unreimbursed Disbursements due to such Issuer in an amount
equal to such Lender's Percentage of the unreimbursed Disbursements due to such
Issuer.

      SECTION 2.6.4. DEEMED DISBURSEMENTS. Upon the occurrence and during the
continuation of any Event of Default of the type described in CLAUSES (b)
through (d) of SECTION 8.1.9 with respect to any Obligor (other than
Subsidiaries that are not Material Subsidiaries) or, with notice from the
Administrative Agent acting at the direction of the Required Lenders, upon the
occurrence and during the continuation of any other Event of Default,

            (a) an amount equal to that portion of all Letter of Credit
      Outstandings attributable to the then aggregate amount which is undrawn
      and available under all Letters of Credit issued and outstanding shall,
      without demand upon or notice to the Borrower or any other Person, be
      deemed to have been paid or disbursed by the applicable Issuer under such
      Letters of Credit (notwithstanding that such amount may not in fact have
      been so paid or disbursed); and

            (b) upon notification by the Administrative Agent to the Borrower of
      its obligations under this Section, the Borrower shall be immediately
      obligated to reimburse the applicable Issuer for the amount deemed to have
      been so paid or disbursed by such Issuer.

Any amounts so payable by the Borrower pursuant to this Section shall be
deposited in cash with the Administrative Agent and held as collateral security
for the Obligations in connection with the Letters of Credit issued by the
applicable Issuer. At such time as the Events of Default giving rise to the
deemed disbursements hereunder shall have been cured or waived, the
Administrative Agent shall return to the Borrower all amounts then on deposit
with the Administrative Agent pursuant to this Section, together with accrued
interest at the Federal Funds Rate, which have not been applied to the
satisfaction of such Obligations.

      SECTION 2.6.5. NATURE OF REIMBURSEMENT OBLIGATIONS. The Borrower and, to
the extent set forth in SECTION 2.6.1, each Lender with a Revolving Loan
Commitment, shall assume all risks of the acts, omissions or misuse of any
Letter of Credit by the beneficiary thereof. No Issuer (except to the extent of
its own gross negligence or willful misconduct) shall be responsible for:

            (a) the form, validity, sufficiency, accuracy, genuineness or legal
      effect of any Letter of Credit or any document submitted by any party in
      connection with the application for and issuance of a Letter of Credit,
      even if it should in fact prove to be in any or all respects invalid,
      insufficient, inaccurate, fraudulent or forged;



                                      -54-

<PAGE>



            (b) the form, validity, sufficiency, accuracy, genuineness or legal
      effect of any instrument transferring or assigning or purporting to
      transfer or assign a Letter of Credit or the rights or benefits thereunder
      or the proceeds thereof in whole or in part, which may prove to be invalid
      or ineffective for any reason;

            (c) failure of the beneficiary to comply fully with conditions
      required in order to demand payment under a Letter of Credit;

            (d) errors, omissions, interruptions or delays in transmission or
      delivery of any messages, by mail, cable, telegraph, telex or otherwise;
      or

            (e) any loss or delay in the transmission or otherwise of any
      document or draft required in order to make a Disbursement under a Letter
      of Credit.

None of the foregoing shall affect, impair or prevent the vesting of any of the
rights or powers granted to any Issuer or any Lender with a Revolving Loan
Commitment hereunder. In furtherance and extension and not in limitation or
derogation of any of the foregoing, any action taken or omitted to be taken by
the applicable Issuer in good faith (and not constituting gross negligence or
willful misconduct) shall be binding upon the Borrower, each Obligor and each
such Lender, and shall not put such Issuer under any resulting liability to the
Borrower, any Obligor or any such Lender, as the case may be.

      SECTION 2.7. REGISTER; NOTES.

            (a) Each Lender may maintain in accordance with its usual practice
      an account or accounts evidencing the Indebtedness of the Borrower to such
      Lender resulting from each Loan made by such Lender, including the amounts
      of principal and interest payable and paid to such Lender from time to
      time hereunder. Such account or accounts shall, to the extent not
      inconsistent with the notations made by the Administrative Agent in the
      Register, be conclusive and binding on the Borrower absent manifest error;
      PROVIDED, HOWEVER, that the failure of any Lender to maintain such account
      or accounts or any error in any such account made by such Lender shall not
      limit or otherwise affect any Obligations of the Borrower or any other
      Obligor.

            (b)(i) The Borrower hereby designates the Administrative Agent to
      serve as the Borrower's agent, solely for the purpose of this clause, to
      maintain a register (the "REGISTER") on which the Administrative Agent
      will record each Lender's Commitments, the Loans made by each Lender and
      each repayment in respect of the principal amount of the Loans of each
      Lender. Failure to make any recordation, or any error in such recordation,
      shall not affect the Borrower's obligation in respect of such Loans. The
      entries in the Register shall be conclusive, in the absence of manifest
      error, and the Borrower, the Administrative Agent and the Lenders shall
      treat each Person in whose name a Loan is registered as the owner thereof
      for all purposes of this Agreement, notwithstanding notice or any
      provision herein to the contrary, other than in accordance


                                      -55-

<PAGE>



      with SECTION 10.11. A Lender's Commitment and the Loans made pursuant
      thereto may be assigned or otherwise transferred in whole or in part only
      by registration of such assignment or transfer in the Register in
      accordance with SECTION 10.11.

            (ii) The Borrower agrees that, upon the request to the
      Administrative Agent by any Lender, the Borrower will execute and deliver
      to such Lender, as applicable, a Note of the applicable Tranche evidencing
      the Loans of such Tranche made by such Lender. The Borrower hereby
      irrevocably authorizes each Lender to make (or cause to be made)
      appropriate notations on the grid attached to such Lender's Notes (or on
      any continuation of such grid), which notations, if made, shall evidence,
      INTER ALIA, the date of, the outstanding principal amount of, and the
      interest rate and Interest Period applicable to the Loans evidenced
      thereby. Such notations shall, to the extent not inconsistent with the
      notations made by the Administrative Agent in the Register, be conclusive
      and binding on the Borrower absent manifest error; PROVIDED, HOWEVER, that
      the failure of any Lender to make any such notations or any error in any
      such notations shall not limit or otherwise affect any Obligations of the
      Borrower or any other Obligor. The Loans evidenced by any such Note and
      interest thereon shall at all times (including after assignment pursuant
      to SECTION 10.11.1) be represented by one or more Notes payable to the
      order of the payee named therein and its registered assigns. A Note and
      the obligation evidenced thereby may be assigned or otherwise transferred
      in whole or in part only by registration of such assignment or transfer of
      such Note and the obligation evidenced thereby in the Register in
      accordance with SECTION 10.11.


                                   ARTICLE III

                   REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

      SECTION 3.1. REPAYMENTS AND PREPAYMENTS; APPLICATION.

      SECTION 3.1.1. REPAYMENTS AND PREPAYMENTS. The Borrower shall repay in
full the unpaid principal amount of each Loan upon the Stated Maturity Date
therefor. Prior thereto, payments and repayments of Loans shall or may be made
as set forth below.

            (a) From time to time on any Business Day, the Borrower may make a
      voluntary prepayment, in whole or in part, of the outstanding principal
      amount of any

                  (i) Loans (other than Swing Line Loans); PROVIDED, HOWEVER,
            that

                  (A) any such prepayment of Loans of any Tranche shall be made
            PRO RATA among Loans of such Tranche of the same type and, if
            applicable, having the same Interest Period of all Lenders that have
            made such Loans of such Tranche;



                                      -56-

<PAGE>



                  (B) the Borrower shall comply with SECTION 4.4 in the event
            that any LIBO Rate Loan is prepaid on any day other than the last
            day of the Interest Period for such Loan;

                  (C) all such voluntary prepayments shall require at least one
            Business Day's notice in the case of Base Rate Loans, three Business
            Days' notice in the case of LIBO Rate Loans, but no more than five
            Business Days' notice in the case of any Loans, in each case in
            writing to the Administrative Agent; and

                  (D) all such voluntary partial prepayments shall be in an
            aggregate amount of $500,000 or any larger integral multiple of
            $100,000 or in the aggregate principal amount of all Loans of the
            applicable Tranche and type then outstanding; or

            (ii) Swing Line Loans; PROVIDED, HOWEVER, that

                  (A) all such voluntary prepayments shall require prior
            telephonic notice to the Swing Line Lender on or before 2:00 p.m.,
            Boston, Massachusetts time, on the day of such prepayment (such
            notice to be confirmed in writing by the Borrower within 24 hours
            thereafter); and

                  (B) all such voluntary partial prepayments shall be in an
            aggregate amount of $100,000 and an integral multiple of $50,000 or
            in the aggregate principal amount of all Swing Line Loans then
            outstanding.

      (b) No later than five Business Days following the delivery by the
Borrower of its annual audited financial reports required pursuant to CLAUSE (b)
of SECTION 7.1.1 (beginning with the financial reports delivered in respect of
the 2001 Fiscal Year), the Borrower shall deliver to the Administrative Agent a
calculation of the Excess Cash Flow for the Fiscal Year last ended and, no later
than five Business Days following the delivery of such calculation, make or
cause to be made a mandatory prepayment of the Loans in an amount equal to (i)
50% of the Excess Cash Flow (if any) for such Fiscal Year less (ii) the
aggregate amount of all voluntary prepayments of the principal of the Term Loans
actually made in such Fiscal Year pursuant to CLAUSE (a) of SECTION 3.1.1, to be
applied as set forth in SECTION 3.1.2; PROVIDED, HOWEVER, that no such
prepayment shall be required to be made beyond the extent that the amount of
Debt as reduced by giving effect to such prepayment would result, on a PRO FORMA
basis, in a Leverage Ratio of 3.50:1 or less as of the end of the immediately
preceding Fiscal Quarter.

      (c) No later than one Business Day (in the case of Net Debt Proceeds) or
30 days (in the case of Net Disposition Proceeds) following the receipt of any
Net Disposition Proceeds or Net Debt Proceeds by (i) in the case of Net Debt
Proceeds, Holdco, the Borrower or any Restricted Subsidiary and (ii) in the case
of Net Disposition Proceeds,


                                      -57-

<PAGE>



the Borrower or any Restricted Subsidiary, the Borrower shall deliver to the
Administrative Agent a calculation of the amount of such Net Disposition
Proceeds or Net Debt Proceeds, as the case may be, and, to the extent the amount
of such Net Disposition Proceeds or Net Debt Proceeds, as the case may be, with
respect to any single transaction or series of related transactions, exceeds
$3,000,000, make a mandatory prepayment of the Loans in an amount equal to 100%
of such Net Disposition Proceeds or Net Debt Proceeds, as the case may be, to be
applied as set forth in SECTION 3.1.2; PROVIDED, HOWEVER, that no mandatory
prepayment on account of such Net Disposition Proceeds shall be required under
this clause if the Borrower informs the Agents no later than 30 days following
the receipt of any Net Disposition Proceeds of its or its Restricted
Subsidiary's good faith intention to apply such Net Disposition Proceeds to the
acquisition of other assets or property consistent with the business permitted
to be conducted pursuant to SECTION 7.2.1 (including by way of merger or
Investment) within 365 days following the receipt of such Net Disposition
Proceeds, with the amount of such Net Disposition Proceeds unused after such 365
day period being applied to the Loans pursuant to SECTION 3.1.2; PROVIDED,
FURTHER, HOWEVER, that with respect to the Net Disposition Proceeds constituting
the return on any Investment permitted pursuant to CLAUSE (N) of SECTION 7.2.5
("INVESTMENT RETURN PROCEEDS"), the Borrower shall only be required to make a
mandatory prepayment of the Loans in an amount equal to the lesser of (A) such
Investment Return Proceeds and (B) the original amount of such Investment.

      (d) Concurrently with the receipt of any Net Equity Proceeds by AHC,
Holdco or the Borrower, the Borrower shall deliver to the Administrative Agent a
calculation of the amount of such Net Equity Proceeds, and no later than five
Business Days following the delivery of such calculation, and, to the extent
that the amount of such Net Equity Proceeds with respect to any single
transaction or series of related transactions exceeds $3,000,000, and subject to
the proviso below, make or cause to be made a mandatory prepayment of the Loans
in an amount equal to 50% of such Net Equity Proceeds to be applied as set forth
in SECTION 3.1.2; PROVIDED, HOWEVER, that no such prepayment shall be required
to be made beyond the extent that the amount of Debt as reduced by giving effect
to such prepayment would result, on a PRO FORMA basis, in a Leverage Ratio of
3:50:1 or less as of the end of the immediately preceding Fiscal Quarter.

      (e) No later than the 60th calendar day following the receipt by the
Borrower or any of its Restricted Subsidiaries of any Casualty Proceeds in
excess of $3,000,000 (individually or in the aggregate in any Fiscal Year), the
Borrower shall make or cause to be made a mandatory prepayment of the Loans in
an amount equal to 100% of such Casualty Proceeds, to be applied as set forth in
SECTION 3.1.2; PROVIDED, HOWEVER, that no mandatory prepayment on account of
Casualty Proceeds shall be required under this clause if the Borrower informs
the Agents no later than 60 days following the occurrence of the Casualty Event
resulting in such Casualty Proceeds of its or its Restricted Subsidiary's good
faith intention to apply such Casualty Proceeds to the rebuilding or replacement
of the damaged, destroyed or condemned assets or property subject to such
Casualty Event or the acquisition of other assets or property consistent with
the business


                                      -58-

<PAGE>



permitted to be conducted pursuant to SECTION 7.2.1 (including by way of merger
or Investment) and in fact uses such Casualty Proceeds to rebuild or replace the
damaged, destroyed or condemned assets or property subject to such Casualty
Event or to acquire such other property or assets within 365 days following the
receipt of such Casualty Proceeds, with the amount of such Casualty Proceeds
unused after such 365 day period being applied to the Loans pursuant to SECTION
3.1.2; PROVIDED FURTHER, HOWEVER, that at any time when any Event of Default
shall have occurred and be continuing or Casualty Proceeds not applied as
provided above shall exceed $10,000,000, such Casualty Proceeds will be
deposited in an account maintained with the Administrative Agent (over which the
Administrative Agent has sole dominion and control) for disbursement at the
request of the Borrower to pay for such rebuilding, replacement or acquisition.

      (f) On each date when any reduction in the Revolving Loan Commitment
Amount shall become effective, the Borrower shall make a mandatory prepayment of
Revolving Loans and (if necessary) Swing Line Loans and (if necessary) Cash
Collateralize Letter of Credit Outstandings in an aggregate amount equal to the
excess, if any, of the sum of (i) the aggregate outstanding principal amount of
all Revolving Loans and Swing Line Loans and (ii) the aggregate amount of all
Letter of Credit Outstandings over the Revolving Loan Commitment Amount as so
reduced.

      (g) On the Stated Maturity Date and on each Quarterly Payment Date set
forth below, the Borrower shall make a repayment of the outstanding principal
amount, if any, of Term-A Loans in an aggregate amount equal to the amount set
forth below opposite such Quarterly Payment Date or the Stated Maturity Date, as
applicable (as such amounts may have otherwise been reduced or increased
pursuant to this Agreement):


                                             SCHEDULED
            QUARTERLY                        PRINCIPAL
          PAYMENT DATE                       REPAYMENT
     -------------------------         ---------------------
          March 31, 2001                    $2,500,000
          June 30, 2001                     $2,500,000
          September 30, 2001                $2,500,000
          December 31, 2001                 $2,500,000
          March 31, 2002                    $3,750,000
          June 30, 2002                     $3,750,000
          September 30, 2002                $3,750,000
          December 31, 2002                 $3,750,000
          March 31, 2003                    $3,750,000
          June 30, 2003                     $3,750,000



                                      -59-

<PAGE>


                                             SCHEDULED
            QUARTERLY                        PRINCIPAL
          PAYMENT DATE                       REPAYMENT
     -------------------------         ---------------------
        September 30, 2003                  $3,750,000
        December 31, 2003                   $3,750,000
        March 31, 2004                      $4,286,000
        June 30, 2004                       $4,286,000
        September 30, 2004                  $4,286,000
        December 31, 2004                   $4,286,000
        March 31, 2005                      $4,286,000
        June 30, 2005                       $4,286,000
        September 30, 2005                  $4,286,000
        December 31, 2005                   $4,286,000
        March 31, 2006                      $4,286,000
        June 30, 2006                       $4,286,000
        September 30, 2006                  $4,286,000
        December 31, 2006                   $4,286,000
        March 31, 2007                      $4,286,000
        Stated Maturity Date for         $4,282,000 or the
           Term-A Loans                  then outstanding
                                          amount of Term-A
                                                Loans

      (h) On the Stated Maturity Date and on each Quarterly Payment Date set
forth below, the Borrower shall make a repayment of the outstanding principal
amount, if any, of Term-B Loans in an aggregate amount equal to the amount set
forth below opposite such Quarterly Payment Date or the Stated Maturity Date, as
applicable (as such amounts may have otherwise been reduced or increased
pursuant to this Agreement):


                                             SCHEDULED
            QUARTERLY                        PRINCIPAL
          PAYMENT DATE                       REPAYMENT
     -------------------------         ---------------------
         March 31, 2001                       $787,500
         June 30, 2001                        $787,500
         September 30, 2001                   $787,500



                                      -60-

<PAGE>


                                             SCHEDULED
            QUARTERLY                        PRINCIPAL
          PAYMENT DATE                       REPAYMENT
     -------------------------         ---------------------
          December 31, 2001                  $787,500
          March 31, 2002                     $787,500
          June 30, 2002                      $787,500
          September 30, 2002                 $787,500
          December 31, 2002                  $787,500
          March 31, 2003                     $787,500
          June 30, 2003                      $787,500
          September 30, 2003                 $787,500
          December 31, 2003                  $787,500
          March 31, 2004                     $787,500
          June 30, 2004                      $787,500
          September 30, 2004                 $787,500
          December 31, 2004                  $787,500
          March 31, 2005                     $787,500
          June 30, 2005                      $787,500
          September 30, 2005                 $787,500
          December 31, 2005                  $787,500
          March 31, 2006                     $787,500
          June 30, 2006                      $787,500
          September 30, 2006                 $787,500
          December 31, 2006                  $787,500
          March 31, 2007                     $787,500
          June 30, 2007                      $787,500
          September 30, 2007               $147,262,500
          Stated Maturity Date for      $147,262,500 or the
              Term-B Loans               then outstanding
                                         amount of Term-B
                                               Loans

      PROVIDED, HOWEVER, that if the Borrower repays or defeases the Existing
      Senior Subordinated Notes on or prior to the six year and six month
      anniversary of the Closing


                                      -61-

<PAGE>



         Date, the Borrower shall make a repayment of the outstanding principal
         amount, if any, of Term-B Loans in an aggregate amount equal to the
         amount set forth below opposite such Quarterly Payment Date or the
         Stated Maturity Date, as applicable (as such amounts may have otherwise
         been reduced or increased pursuant to this Agreement):


                                             SCHEDULED
            QUARTERLY                        PRINCIPAL
          PAYMENT DATE                       REPAYMENT
     -------------------------         ---------------------
          March 31, 2001                     $787,500
          June 30, 2001                      $787,500
          September 30, 2001                 $787,500
          December 31, 2001                  $787,500
          March 31, 2002                     $787,500
          June 30, 2002                      $787,500
          September 30, 2002                 $787,500
          December 31, 2002                  $787,500
          March 31, 2003                     $787,500
          June 30, 2003                      $787,500
          September 30, 2003                 $787,500
          December 31, 2003                  $787,500
          March 31, 2004                     $787,500
          June 30, 2004                      $787,500
          September 30, 2004                 $787,500
          December 31, 2004                  $787,500
          March 31, 2005                     $787,500
          June 30, 2005                      $787,500
          September 30, 2005                 $787,500
          December 31, 2005                  $787,500
          March 31, 2006                     $787,500
          June 30, 2006                      $787,500
          September 30, 2006                 $787,500
          December 31, 2006                  $787,500
          March 31, 2007                     $787,500



                                      -62-

<PAGE>



                                             SCHEDULED
            QUARTERLY                        PRINCIPAL
          PAYMENT DATE                       REPAYMENT
     -------------------------         ---------------------
          June 30, 2007                      $787,500
          September 30, 2007                 $787,500
          December 31, 2007                  $787,500
          March 31, 2008                    $73,237,500
          June 30, 2008                     $73,237,500
          September 30, 2008                $73,237,500
          Stated Maturity Date for      $73,237,500 or the
             Term-B Loans                then outstanding
                                         amount of Term-B
                                             Loans


            (i) Immediately upon any acceleration of the Stated Maturity Date of
      any Loans or Obligations pursuant to SECTION 8.2 or SECTION 8.3, the
      Borrower shall repay all outstanding Loans and other Obligations, unless,
      pursuant to SECTION 8.3, only a portion of all Loans and other Obligations
      are so accelerated (in which case the portion so accelerated shall be so
      prepaid).

      Each prepayment of any Loans made pursuant to this Section shall be
without premium or penalty, except as may be required by SECTION 4.4. No
prepayment of principal of any Revolving Loans or Swing Line Loans or Cash
Collateralization of Letters of Credit pursuant to this SECTION 3.1.1 shall
cause a reduction in the Revolving Loan Commitment Amount, the Swing Line Loan
Commitment Amount or the Letter of Credit Commitment Amount, as the case may be.

      SECTION 3.1.2. APPLICATION. (a) Subject to CLAUSES (b) and (c) below, each
prepayment or repayment of principal of the Loans of any Tranche shall be
applied, to the extent of such prepayment or repayment, FIRST, to the principal
amount thereof being maintained as Base Rate Loans, and SECOND, to the principal
amount thereof being maintained as LIBO Rate Loans.

      (b) Each prepayment of Loans pursuant to CLAUSES (b), (c), (d) and (e) of
SECTION 3.1.1 shall be applied (i) first, to the prepayment of Term Loans, until
all Term Loans shall have been repaid in full, (ii) second, to the prepayment of
Swing Line Loans, until all Swing Line Loans shall have been repaid in full,
(iii) third, to the prepayment of Revolving Loans, until all Revolving Loans
shall have been repaid in full and (iv) fourth, to the Cash Collateralization of
Letter of Credit Outstandings. No prepayment of principal of any Revolving Loans
or Swing Line Loans or Cash Collateralization of Letters of Credit pursuant to
SECTION 3.1.1 or this clause


                                      -63-

<PAGE>



shall cause a reduction in the Revolving Loan Commitment Amount, the Swing Line
Loan Commitment Amount or the Letter of Credit Commitment Amount, as the case
may be, except as provided in CLAUSE (B) of SECTION 2.2.1.

      (c) Each prepayment of Term Loans made pursuant to CLAUSES (A), (B), (C),
(D) and (E) of SECTION 3.1.1 shall be applied, (i) on a PRO RATA basis, to the
outstanding principal amount of all remaining Term-A Loans and Term-B Loans and
(ii) in respect of each Tranche of Term Loans, in direct order of maturity of
the remaining scheduled quarterly amortization payments in respect thereof,
until all such Term-A Loans and Term-B Loans have been repaid in full; PROVIDED,
HOWEVER, that if the Borrower at any time elects in writing, in its sole
discretion, to permit any Lender that has Term-B Loans to decline to have such
Loans prepaid, then any Lender having Term-B Loans outstanding may, by
delivering a notice to the Agents at least one Business Day prior to the date
that such prepayment is to be made, decline to have such Loans prepaid with the
amounts set forth above, in which case 50% of the amounts that would have been
applied to a prepayment of such Lender's Term-B Loans shall instead be applied
to a prepayment of the Term-A Loans (until paid in full), with the balance being
retained by the Borrower.

      SECTION 3.2. INTEREST PROVISIONS. Interest on the outstanding principal
amount of the Loans shall accrue and be payable in accordance with this SECTION
3.2.

      SECTION 3.2.1. RATES. (a) Each Base Rate Loan shall accrue interest on the
unpaid principal amount thereof for each day from and including the day upon
which such Loan was made or converted to a Base Rate Loan to but excluding the
date such Loan is repaid or converted to a LIBO Rate Loan at a rate per annum
equal to the sum of the Alternate Base Rate for such day plus the Applicable
Margin for such Loan on such day.

      (b) Each LIBO Rate Loan shall accrue interest on the unpaid principal
amount thereof for each day during each Interest Period applicable thereto at a
rate per annum equal to the sum of the LIBO Rate (Reserve Adjusted) for such
Interest Period plus the Applicable Margin for such Loan on such day.

All LIBO Rate Loans shall bear interest from and including the first day of the
applicable Interest Period to (but not including) the last day of such Interest
Period at the interest rate determined as applicable to such LIBO Rate Loan. Any
term or provision of this Section to the contrary notwithstanding, the Lenders
do not intend to charge, and the Borrower shall not be required to pay, any
interest in excess of the maximum permitted by applicable law, and any payments
in excess of such maximum shall be credited to reduce the principal amount of
the Loans.

      SECTION 3.2.2. POST-MATURITY RATES. After the date any principal amount of
any Loan shall have become due and payable (whether on the applicable Stated
Maturity Date, upon acceleration or otherwise), or any other monetary Obligation
(other than overdue Reimbursement Obligations which shall bear interest as
provided in SECTION 2.6.2) of the Borrower shall have become due and payable,
the Borrower shall pay, but only to the extent


                                      -64-

<PAGE>



permitted by law, interest (after as well as before judgment) on such amounts at
a rate per annum equal to (a) in the case of any overdue principal of Loans,
overdue interest thereon, overdue commitment fees or other overdue amounts in
respect of Loans or other obligations (or the related Commitments) under a
particular Tranche, the rate that would otherwise be applicable to Base Rate
Loans under such Tranche pursuant to SECTION 3.2.1 plus 2% and (b) in the case
of other overdue monetary Obligations, the rate that would otherwise be
applicable to Revolving Loans maintained as Base Rate Loans pursuant to SECTION
3.2.1 plus 2%.

      SECTION 3.2.3. PAYMENT DATES. Interest accrued on each Loan shall be
payable, without duplication:

            (a) on the Stated Maturity Date therefor;

            (b) in the case of a LIBO Rate Loan, on the date of any payment or
      prepayment, in whole or in part, of principal outstanding on such Loan, to
      the extent of the unpaid interest accrued through such date on the
      principal so paid or prepaid;

            (c) with respect to Base Rate Loans, on each Quarterly Payment Date
      occurring after the Closing Date;

            (d) with respect to LIBO Rate Loans, on the last day of each
      applicable Interest Period (and, if such Interest Period shall exceed
      three months, at intervals of three months after the first day of such
      Interest Period); and

            (e) on that portion of any Loans the Stated Maturity Date of which
      is accelerated pursuant to SECTION 8.2 or SECTION 8.3, immediately upon
      such acceleration.

Interest accrued on Loans, Reimbursement Obligations or other monetary
Obligations arising under any Loan Document after the date such amount is due
and payable (whether on the Stated Maturity Date, upon acceleration or
otherwise) shall be payable upon demand.

      SECTION 3.3. FEES. The Borrower agrees to pay the fees set forth in this
SECTION 3.3. All such fees shall be non-refundable.

      SECTION 3.3.1. COMMITMENT FEES. The Borrower agrees to pay to the
Administrative Agent for the account of each Lender that has a Revolving Loan
Commitment, for each day during the period (including any portion thereof when
any of the Lenders' Commitments are suspended by reason of the Borrower's
inability to satisfy any condition of ARTICLE V) commencing on the Closing Date
and continuing to but excluding the Revolving Loan Commitment Termination Date,
a commitment fee on such Lender's Percentage of the unused portion, whether or
not then available, of the Revolving Loan Commitment Amount (net of Letter of
Credit Outstandings) for such day at a rate per annum equal to the Applicable
Commitment Fee for such day. Such commitment fee shall be payable by the
Borrower in arrears on each Quarterly Payment Date, commencing with the first
such day following the


                                      -65-

<PAGE>



Closing Date, and on the Revolving Loan Commitment Termination Date. The making
of Swing Line Loans shall not constitute usage of the Revolving Loan Commitment
with respect to the calculation of commitment fees to be paid by the Borrower to
the Lenders. Any term or provision hereof to the contrary notwithstanding,
commitment fees payable for any period prior to the Closing Date shall be
payable in accordance with the Fee Letter. Payments by the Borrower to the Swing
Line Lender in respect of accrued interest on Swing Line Loans shall be net of
the commitment fee payable in respect of the Swing Line Lender's Revolving Loan
Commitment.

      SECTION 3.3.2. ADMINISTRATIVE AGENT FEE. The Borrower agrees to pay an
annual administration fee to the Administrative Agent, for its own account, in
the amount set forth in the Administrative Agent Fee Letter, payable in advance
on the Closing Date and quarterly thereafter.

      SECTION 3.3.3. LETTER OF CREDIT FEE. The Borrower agrees to pay to the
Administrative Agent, for the PRO RATA account of the applicable Issuer and each
other Lender that has a Revolving Loan Commitment, a letter of credit fee for
each day on which there shall be any Letters of Credit outstanding (i) with
respect to each standby Letter of Credit, at a rate per annum equal to the then
Applicable Margin for Revolving Loans maintained as LIBO Rate Loans, on the
Stated Amount of each such Letter of Credit outstanding on such day; and (ii)
with respect to each documentary Letter of Credit, 1.25% per annum on the Stated
Amount of each such Letter of Credit outstanding on such day, such fees being
payable quarterly in arrears on each Quarterly Payment Date. The Borrower
further agrees to pay to the applicable Issuer an issuance fee at such rates and
on such dates as are agreed between the Borrower and such Issuer.


                                   ARTICLE IV

                     CERTAIN LIBO RATE AND OTHER PROVISIONS

      SECTION 4.1. LIBO RATE LENDING UNLAWFUL. If any Lender shall determine
(which determination shall, in the absence of manifest error, upon notice
thereof to the Borrower and the Lenders, be conclusive and binding on the
Borrower) that the introduction of or any change in or in the interpretation of
any law, in each case after the date upon which such Lender shall have become a
Lender hereunder, makes it unlawful, or any central bank or other governmental
authority asserts, after such date, that it is unlawful, for such Lender to
make, continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate
Loan, the obligations of such Lender to make, continue, maintain or convert any
Loans as or to LIBO Rate Loans shall, upon such determination, forthwith be
suspended until such Lender shall notify the Administrative Agent that the
circumstances causing such suspension no longer exist (with the date of such
notice being the "REINSTATEMENT DATE"), and (a) all LIBO Rate Loans previously
made by such Lender shall automatically convert into Base Rate Loans at the end
of the then current Interest Periods with respect thereto or sooner, if required
by such law or assertion and (b) all Loans thereafter made by such Lender and
outstanding prior to the Reinstatement Date shall be made as


                                      -66-

<PAGE>



Base Rate Loans, with interest thereon being payable on the same date that
interest is payable with respect to the corresponding Borrowing of LIBO Rate
Loans made by Lenders not so affected.

      SECTION 4.2. DEPOSITS UNAVAILABLE. If the Administrative Agent shall have
determined that (a) Dollar deposits in the relevant amount and for the relevant
Interest Period are not available to the Administrative Agent in its relevant
market, or (b) by reason of circumstances affecting the Administrative Agent's
relevant market, adequate means do not exist for ascertaining the interest rate
applicable hereunder to LIBO Rate Loans, then, upon notice from the
Administrative Agent to the Borrower and the Lenders, the obligations of all
Lenders under SECTION 2.3 and SECTION 2.4 to make or continue any Loans as, or
to convert any Loans into, LIBO Rate Loans shall forthwith be suspended until
the Administrative Agent shall notify the Borrower and the Lenders that the
circumstances causing such suspension no longer exist.

      SECTION 4.3. INCREASED LIBO RATE LOAN COSTS, ETC. The Borrower agrees to
reimburse each Lender for any increase in the cost to such Lender of, or any
reduction in the amount of any sum receivable by such Lender in respect of,
making, continuing or maintaining (or of its obligation to make, continue or
maintain) any Loans as, or of converting (or of its obligation to convert) any
Loans into, LIBO Rate Loans (excluding any amounts, whether or not constituting
Taxes, referred to in SECTION 4.6) arising as a result of any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority that occurs after the date upon which such
Lender became a Lender hereunder. Such Lender shall promptly notify the
Administrative Agent and the Borrower in writing of the occurrence of any such
event, such notice to state, in reasonable detail, the reasons therefor and the
additional amount required fully to compensate such Lender for such increased
cost or reduced amount. Such additional amounts shall be payable by the Borrower
directly to such Lender within five days of its receipt of such notice, and such
notice shall, in the absence of manifest error, be conclusive and binding on the
Borrower.

      SECTION 4.4. FUNDING LOSSES. In the event any Lender shall incur any loss
or expense (including any loss or expense incurred by reason of the liquidation
or reemployment of deposits or other funds acquired by such Lender to make,
continue or maintain any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a LIBO Rate Loan,
but excluding any loss of margin after the date of any such conversion,
repayment, prepayment or failure to borrow, continue or convert) as a result of
(a) any conversion or repayment or prepayment of the principal amount of any
LIBO Rate Loans on a date other than the scheduled last day of the Interest
Period applicable thereto, whether pursuant to SECTION 3.1 or otherwise, (b) any
Loans not being borrowed as LIBO Rate Loans in accordance with the Borrowing
Request therefor, (c) any Loans not being continued as, or converted into, LIBO
Rate Loans in accordance with the Continuation/ Conversion Notice therefor, or
(d) any failure by the Borrower to prepay a LIBO Rate Loan on the date specified
in a notice of prepayment, then, upon the written notice of such Lender to the
Borrower (with a


                                      -67-

<PAGE>



copy to the Administrative Agent), the Borrower shall, within five days of its
receipt thereof, pay directly to such Lender such amount as will (in the
reasonable determination of such Lender) reimburse such Lender for such loss or
expense. Such written notice (which shall include calculations in reasonable
detail) shall, in the absence of manifest error, be conclusive and binding on
the Borrower.

      SECTION 4.5. INCREASED CAPITAL COSTS. If any change in, or the
introduction, adoption, effectiveness, interpretation, reinterpretation or
phase-in of, any law or regulation, directive, guideline, decision or request
(whether or not having the force of law) of any court, central bank, regulator
or other governmental authority, in each case occurring after the applicable
Lender became a Lender hereunder, affects or would affect the amount of capital
required or expected to be maintained by any Lender or any Person controlling
such Lender, and such Lender determines (in its sole and absolute discretion)
that the rate of return on its or such controlling Person's capital as a
consequence of its Commitments, participation in Letters of Credit or the Loans
made by such Lender is reduced to a level below that which such Lender or such
controlling Person could have achieved but for the occurrence of any such
circumstance, then, in any such case upon notice from time to time by such
Lender to the Borrower, the Borrower shall immediately pay directly to such
Lender additional amounts sufficient to compensate such Lender or such
controlling Person for such reduction in rate of return. A statement of such
Lender as to any such additional amount or amounts (including calculations
thereof in reasonable detail) shall, in the absence of manifest error, be
conclusive and binding on the Borrower. In determining such amount, such Lender
may use any method of averaging and attribution that it (in its sole and
absolute discretion) shall deem applicable; PROVIDED, HOWEVER, that such Lender
may not impose materially greater costs on the Borrower than on other similarly
situated borrowers by virtue of any such averaging or attribution method.

      SECTION 4.6. TAXES. (a) All payments by the Borrower of principal of, and
interest on, the Loans and all other amounts payable hereunder or under any
other Loan Document (including Reimbursement Obligations, fees and expenses)
shall be made free and clear of and without deduction for any present or future
income, excise, stamp or franchise taxes and other taxes, fees, duties,
withholdings or other charges of any nature whatsoever imposed by any taxing
authority from or through which payments originate or are made or deemed made by
or to the Borrower, but excluding (i) any income, excise, stamp or franchise
taxes and other similar taxes, fees, duties, withholdings or other charges
imposed on any Lender or either of the Agents by a jurisdiction under the laws
of which such Lender or Agent is organized or in which its principal executive
office is located, or otherwise as a result of a present or former connection
between the applicable lending office (or office through which it performs any
of its actions as Lender or Agent) of such Lender or Agent 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 such Agent or such Lender having executed, delivered or performed
its obligations or received a payment under, or taken any action to enforce,
this Agreement and any Note) or (ii) any income, excise, stamp or franchise
taxes and other similar taxes, fees, duties, withholdings or other charges to
the extent that they are in effect and would apply as of the date any Person
becomes a Lender or Assignee Lender, or as of the date that any


                                      -68-

<PAGE>



Lender changes its applicable lending office, to the extent such taxes become
applicable as a result of such change (other than a change in an applicable
lending office made pursuant to SECTION 4.10 below) (such non-excluded items
being called "TAXES"). In the event that any withholding or deduction from any
payment to be made by the Borrower hereunder is required in respect of any Taxes
pursuant to any applicable law, rule or regulation, then the Borrower will (i)
pay directly to the relevant taxing authority the full amount required to be so
withheld or deducted, (ii) promptly forward to the Administrative Agent an
official receipt or other documentation available to the Borrower reasonably
satisfactory to the Administrative Agent evidencing such payment to such
authority, and (iii) pay to the Administrative Agent for the account of the
Lenders such additional amount or amounts as is necessary to ensure that the net
amount actually received by each Lender will equal the full amount such Lender
would have received had no such withholding or deduction been required,
PROVIDED, HOWEVER, that the Borrower shall not be required to pay any such
additional amounts in respect of amounts payable to any Lender that is not
organized under the laws of the United States or a state thereof to the extent
that the related tax is imposed (or an exemption therefrom is not available) as
a result of such Lender or Agent failing to comply with the requirements of
CLAUSE (B) of SECTION 4.6.

      Moreover, if any Taxes are directly asserted against either of the Agents
or any Lender with respect to any payment received by such Agents or such Lender
hereunder, such Agents or such Lender may pay such Taxes and the Borrower will
promptly pay to such Person such additional amount (including any penalties,
interest or expenses) as is necessary in order that the net amount received by
such Person (including any Taxes on such additional amount) shall equal the
amount of such Taxes paid by such Person; PROVIDED, HOWEVER, that the Borrower
shall not be obligated to make payment to the Lenders or the Agents (as the case
may be) pursuant to this sentence in respect of penalties or interest
attributable to any Taxes, if written demand therefor has not been made by such
Lenders or the Agents within 60 days from the date on which such Lenders or the
Agents knew of the imposition of Taxes by the relevant taxing authority or for
any additional imposition which may arise from the failure of the Lenders or the
Agents to apply payments in accordance with the tax law after the Borrower has
made the payments required hereunder; PROVIDED, FURTHER, that the Borrower shall
not be required to pay any such additional amounts in respect of any amounts
payable to any Lender or any Agent (as the case may be) that is not organized
under the laws of the United States or a state thereof to the extent the related
Tax is imposed as a result of such Lender failing to comply with the
requirements of CLAUSE (B) of SECTION 4.6. After the Lenders or the Agents (as
the case may be) learn of the imposition of Taxes, such Lenders and the Agents
will act in good faith to notify the Borrower of its obligations hereunder as
soon as reasonably possible.

      If the Borrower fails to pay any Taxes when due to the appropriate taxing
authority or fails to remit to the Administrative Agent, for the account of the
respective Lenders, the required receipts or other required documentary
evidence, the Borrower shall indemnify the Lenders for any incremental Taxes,
interest or penalties that may become payable by any Lender as a result of any
such failure.


                                      -69-

<PAGE>



      (b) Each Non-U.S. Lender shall, (i) on or prior to the date of the
execution and delivery of this Agreement, in the case of each Lender listed on
the signature pages hereof, or, in the case of an Assignee Lender, on or prior
to the date it becomes a Lender, execute and deliver to the Borrower and the
Administrative Agent, two or more (as the Borrower or the Agents may reasonably
request) United States Internal Revenue Service Forms W-8ECI or Forms W-8BEN (or
successor forms) establishing the Lender's exemption from United States federal
withholding tax, or, solely if such Lender is claiming exemption from United
States withholding tax under Section 871(h) or 881(c) of the Code with respect
to payments of "portfolio interest", United States Internal Revenue Service
Forms W-8BEN and a certificate signed by a duly authorized officer of such
Lender representing that such Lender is not a "bank" within the meaning of
Section 881(c)(3)(A) of the Code, or such other forms or documents (or successor
forms or documents), appropriately completed, establishing that payments to such
Lender are exempt from withholding or deduction of United States federal
withholding taxes; and (ii) deliver to the Borrower and the Administrative Agent
two further copies of any such form or documents on or before the date that any
such form or document expires or becomes obsolete and after the occurrence of
any event requiring a change in the most recent such form or document previously
delivered by it to the Borrower. Each Lender and each Agent agrees, to the
extent reasonable and without material cost to it, to provide to the Borrower
and the Administrative Agent such other applicable forms or certificates as
would reduce or eliminate any Tax otherwise applicable.

      (c) If the Borrower determines in good faith that a reasonable basis
exists for contesting the imposition of a Tax with respect to a Lender or either
of the Agents, the relevant Lender or Agent, as the case may be, shall cooperate
with the Borrower in challenging such Tax at the Borrower's expense if requested
by the Borrower; PROVIDED, HOWEVER, that nothing in this SECTION 4.6 shall
require any Lender or Agent to submit to the Borrower or any Person any tax
returns or any part thereof, or to prepare or file any tax returns other than as
such Lender or Agent in its sole discretion shall determine.

      (d) If a Lender or an Agent shall receive a refund (including any offset
or credits from a taxing authority (as a result of any error in the imposition
of Taxes by such taxing authority) of any Taxes paid by the Borrower pursuant to
CLAUSE (a) above, such Lender or such Agent (as the case may be) shall promptly
pay the Borrower the amount so received, with interest from the taxing authority
with respect to such refund, net of any tax liability incurred by such Lender or
Agent that is attributable to the receipt of such refund and such interest.

      (e) Each Lender and each Agent agrees, to the extent reasonable and
without material cost to it, to cooperate with the Borrower to minimize any
amounts payable by the Borrower under this SECTION 4.6; PROVIDED, HOWEVER, that
nothing in this SECTION 4.6 shall require any Lender or Agent to take any action
which, in the sole discretion of such Lender or Agent, is inconsistent with its
internal policy and legal and regulatory restrictions.

      (f) If the Borrower is required to pay additional amounts to or for the
account of any Lender or Agent pursuant to CLAUSE (a) above as a result of a
change of law occurring after the date hereof, then such Lender or Agent, at the
request of the Borrower, will change the


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jurisdiction of its applicable lending office (or office through which it
performs any of its actions as Agent) if such change (i) would eliminate or
reduce any such additional payment which may thereafter accrue and (ii) is not,
in the good faith determination of such Lender or Agent, otherwise
disadvantageous to such Lender or Agent.

      SECTION 4.7. PAYMENTS, COMPUTATIONS, ETC. Unless otherwise expressly
provided, all payments by or on behalf of the Borrower pursuant to any Loan
Document shall be made by the Borrower to the Administrative Agent for the PRO
RATA account of the Lender Parties entitled to receive such payment. All such
payments required to be made to the Administrative Agent shall be made, without
setoff, deduction or counterclaim, not later than 12:30 p.m., Boston,
Massachusetts time, on the date due, in same day or immediately available funds,
to such account as the Administrative Agent shall specify from time to time by
notice to the Borrower. Funds received after that time may be deemed by the
Administrative Agent to have been received by the Administrative Agent on the
next succeeding Business Day. The Administrative Agent shall promptly remit in
same day funds to each Lender Party its share, if any, of such payments received
by the Administrative Agent for the account of such Lender Party. All interest
and fees shall be computed on the basis of the actual number of days (including
the first day but excluding the last day) occurring during the period for which
such interest or fee is payable over a year comprised of 360 days (or, in the
case of interest on a Base Rate Loan, 365 days or, if appropriate, 366 days).
Whenever any payment to be made shall otherwise be due on a day which is not a
Business Day, such payment shall (except as otherwise required by CLAUSE (A) of
the definition of the term "INTEREST PERIOD") be made on the next succeeding
Business Day and such extension of time shall be included in computing interest
and fees, if any, in connection with such payment.

      SECTION 4.8. SHARING OF PAYMENTS. If any Lender shall obtain any payment
or other recovery (whether voluntary, involuntary, by application of setoff or
otherwise) on account of any Loan or Reimbursement Obligation (other than
pursuant to the terms of SECTIONS 4.3, 4.4, 4.5, 10.3 and 10.4) in excess of its
PRO RATA share of payments then or therewith obtained by all Lenders entitled
thereto, such Lender shall purchase from the other Lenders such participation in
the Credit Extensions made by them as shall be necessary to cause such
purchasing Lender to share the excess payment or other recovery ratably with
each of them; PROVIDED, HOWEVER, that if all or any portion of the excess
payment or other recovery is thereafter recovered from such purchasing Lender,
the purchase shall be rescinded and each Lender which has sold a participation
to the purchasing Lender shall repay to the purchasing Lender the purchase price
to the ratable extent of such recovery together with an amount equal to such
selling Lender's ratable share (according to the proportion of (a) the amount of
such selling Lender's required repayment to the purchasing Lender in respect of
such recovery, TO (b) the total amount so recovered from the purchasing Lender)
of any interest or other amount paid or payable by the purchasing Lender in
respect of the total amount so recovered. The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section may, to
the fullest extent permitted by law, exercise all its rights of payment
(including pursuant to SECTION 4.9) with respect to such participation as fully
as if such Lender were the direct creditor of the Borrower in the amount of such
participation. If under any applicable bankruptcy,


                                      -71-

<PAGE>



insolvency or other similar law, any Lender receives a secured claim in lieu of
a setoff to which this Section applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders entitled under this Section to share
in the benefits of any recovery on such secured claim.

      SECTION 4.9. SETOFF. Each Lender shall, upon the occurrence of any Event
of Default described in CLAUSES (B) through (D) of SECTION 8.1.9 with respect to
any Obligor (other than a Subsidiary that is not a Material Subsidiary) or, with
the consent of the Required Lenders, upon the occurrence of any other Event of
Default, to the fullest extent permitted by law, have the right to appropriate
and apply to the payment of the Obligations then due to it, and (as security for
such Obligations) the Borrower hereby grants to each Lender a continuing
security interest in, any and all balances, credits, deposits, accounts or
moneys of the Borrower then or thereafter maintained with or otherwise held by
such Lender; PROVIDED, HOWEVER, that any such appropriation and application
shall be subject to the provisions of SECTION 4.8. Each Lender agrees promptly
to notify the Borrower and the Administrative Agent after any such setoff and
application made by such Lender; PROVIDED, HOWEVER, that the failure to give
such notice shall not affect the validity of such setoff and application. The
rights of each Lender under this Section are in addition to other rights and
remedies (including other rights of setoff under applicable law or otherwise)
which such Lender may have.

      SECTION 4.10. MITIGATION. Each Lender agrees that if it makes any demand
for payment under SECTIONS 4.3, 4.4, 4.5, or 4.6, or if any adoption or change
of the type described in SECTION 4.1 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 sole discretion) to designate a different lending office if
the making of such a designation would reduce or obviate the need for the
Borrower to make payments under SECTION 4.3, 4.4, 4.5, or 4.6, or would
eliminate or reduce the effect of any adoption or change described in SECTION
4.1.

      SECTION 4.11. REPLACEMENT OF LENDERS. Each Lender hereby severally agrees
as set forth in this Section. If any Lender (a "SUBJECT LENDER") (a) makes
demand upon the Borrower for (or if the Borrower is otherwise required to pay)
amounts pursuant to SECTION 4.3, 4.5 or 4.6, (b) gives notice pursuant to
SECTION 4.1 requiring a conversion of such Subject Lender's LIBO Rate Loans to
Base Rate Loans or any other change in the basis upon which interest is to
accrue in respect of such Subject Lender's LIBO Rate Loans or suspending such
Lender's obligation to make Loans as, or to convert Loans into, LIBO Rate Loans,
(c) becomes a Non-Consenting Lender or (d) becomes a Non-Funding Lender, the
Borrower may, within 180 days of receipt by the Borrower of such demand or
notice (or the occurrence of such other event causing the Borrower to be
required to pay such compensation) or within 180 days of such Lender becoming a
Non-Consenting Lender or a Non-Funding Lender, as the case may be, give notice
(a "REPLACEMENT NOTICE") in writing to the Agents and such Subject Lender of its
intention to replace such Subject Lender with a financial institution (a
"REPLACEMENT LENDER") designated in such Replacement Notice. If the Agents
shall, in the exercise of their reasonable discretion and within 30 days of
their receipt of such Replacement Notice, notify the Borrower and such


                                      -72-

<PAGE>



Subject Lender in writing that the designated financial institution is
satisfactory to the Agents (such consent not being required where the
Replacement Lender is already a Lender), then such Subject Lender shall, subject
to the payment of any amounts due pursuant to SECTION 4.4, assign, in accordance
with SECTION 10.11.1, all of its Commitments, Loans and other rights and
obligations under this Agreement and all other Loan Documents (including
Reimbursement Obligations) to such designated financial institution; PROVIDED,
HOWEVER, that (i) such assignment shall be without recourse, representation or
warranty and shall be on terms and conditions reasonably satisfactory to such
Subject Lender and such designated financial institution and (ii) the purchase
price paid by such designated financial institution shall be in the amount of
such Subject Lender's Loans and its Percentage in respect of the Revolving Loan
Commitments of all outstanding Disbursements as to which such Lender shall have
made payments pursuant to SECTION 2.6.1, together with all accrued and unpaid
interest and fees in respect thereof, plus all other amounts (including the
amounts demanded and unreimbursed under SECTIONS 4.3, 4.5 and 4.6), owing to
such Subject Lender hereunder. Upon the effective date of an assignment
described above, the designated financial institution or Replacement Lender
shall become a "Lender" for all purposes under this Agreement and the other Loan
Documents.


                                    ARTICLE V

                       CONDITIONS TO EFFECTIVENESS AND TO
                            FUTURE CREDIT EXTENSIONS

      SECTION 5.1. EFFECTIVENESS. The amendment and restatement of the Existing
Credit Agreement and the obligations of the Lenders to continue Existing Loans
as Loans under this Agreement shall be subject to the prior or concurrent
satisfaction of each of the conditions precedent set forth in this SECTION 5.1.

      SECTION 5.1.1. RESOLUTIONS, ETC. The Agents shall have received from the
Borrower a certificate, dated the Amendment Effective Date, of its Secretary or
Assistant Secretary as to (a) resolutions of its Board of Directors then in full
force and effect authorizing the execution, delivery and performance of each
Loan Document to be executed by it, and (b) the incumbency and signatures of
those of its officers authorized to act with respect to each Loan Document
executed by it, upon which certificate each Agent and each Lender may
conclusively rely until it shall have received a further certificate of the
Secretary or Assistant Secretary of such Obligor canceling or amending such
prior certificate.

      SECTION 5.1.2. DELIVERY OF NOTES. The Agents shall have received a Note in
respect of each applicable Tranche, for each Lender that has requested a Note of
such Tranche, duly executed and delivered by the Borrower.

      SECTION 5.1.3. OPINIONS OF COUNSEL. The Agents shall have received an
opinion, dated the Amendment Effective Date and addressed to the Agents and all
Lenders, from Davis Polk &


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<PAGE>


Wardwell, special New York counsel to each of the Obligors, in form and
substance satisfactory to the Agents.

      SECTION 5.1.4. CLOSING FEES, EXPENSES, ETC. The Agents and the Lead
Arranger shall have received, each for its own respective account, or, in the
case of the Administrative Agent, for the account of each Lender, as the case
may be, all fees, costs and expenses due and payable pursuant to SECTIONS 3.3
and 10.3, if then invoiced.

      SECTION 5.1.5. AFFIRMATION AND CONSENT. The Agents shall have received
executed counterparts of the Affirmation and Consent, duly executed and
delivered by an Authorized Officer of each of the Obligors (other than the
Borrower).

      SECTION 5.1.6. SATISFACTORY LEGAL FORM. All documents executed or
submitted pursuant hereto by or on behalf of any Obligor, shall be reasonably
satisfactory in form and substance to the Agents and their counsel; the Agents
and their counsel shall have received all information, approvals, opinions,
documents or instruments that the Agents or their counsel shall have reasonably
requested.

      SECTION 5.2. ALL CREDIT EXTENSIONS. The obligation of each Lender and, if
applicable, the Issuer, to make any Credit Extension (including its initial
Credit Extension) shall be subject to the satisfaction of each of the conditions
precedent set forth in this SECTION 5.2.

      SECTION 5.2.1. COMPLIANCE WITH WARRANTIES, NO DEFAULT, ETC. Both before
and after giving effect to any Credit Extension the following statements shall
be true and correct:

            (a) the representations and warranties set forth in ARTICLE VI and
      in each other Loan Document shall, in each case, be true and correct in
      all material respects with the same effect as if then made (unless stated
      to relate solely to an earlier date, in which case such representations
      and warranties shall be true and correct in all material respects as of
      such earlier date);

            (b) in the case of the making of any Revolving Loan or Swine Line
      Loan, or the issuance of any Letter of Credit, the sum of (i) the
      aggregate outstanding principal amount of all Revolving Loans and Swing
      Line Loans, plus (ii) the aggregate amount of all Letter of Credit
      Outstandings, does not exceed the then existing Revolving Loan Commitment
      Amount; and

            (c) no Default shall have then occurred and be continuing.

      SECTION 5.2.2. CREDIT EXTENSION REQUEST. The Administrative Agent shall
have received a Borrowing Request if Loans are being requested, or an Issuance
Request if the issuance or extension of a Letter of Credit is being requested.
Each of the delivery of a Borrowing Request or Issuance Request and the
acceptance by the Borrower of proceeds of any Credit Extension shall constitute
a representation and warranty by the Borrower that on the date


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<PAGE>



of such Credit Extension (both immediately before and after giving effect
thereto and the application of the proceeds thereof) the statements made in
SECTION 5.2.1 are true and correct.


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      In order to induce the Lenders, the Issuers and the Agents to enter into
this Agreement, continue Existing Loans as Loans hereunder and to make Credit
Extensions hereunder, the Borrower represents and warrants unto the Agents, the
Issuers and each Lender as set forth in this ARTICLE VI.

      SECTION 6.1. ORGANIZATION, ETC. The Borrower and each of its Restricted
Subsidiaries (a) is validly organized and existing and in good standing to the
extent required under the laws of the jurisdiction of its incorporation, except
to the extent that the failure to be in good standing would not reasonably be
expected to have a Material Adverse Effect, (b) is duly qualified to do business
and is in good standing to the extent required under the laws of each
jurisdiction where the nature of its business requires such qualification,
except to the extent that the failure to qualify would not reasonably be
expected to result in a Material Adverse Effect, and (c) has full power and
authority and holds all requisite governmental licenses, permits and other
approvals to (i) enter into and perform its obligations in connection with the
Transaction and its Obligations under the Loan Documents to which it is a party
and (ii) own and hold under lease its property and to conduct its business
substantially as currently conducted by it except, in the case of this CLAUSE
(C)(II), where the failure to do so could not reasonably be expected to result
in a Material Adverse Effect.

      SECTION 6.2. DUE AUTHORIZATION, NON-CONTRAVENTION, ETC. The execution,
delivery and performance by each Obligor of each Loan Document executed or to be
executed by it, and the Borrower's and, where applicable, each other Obligor's
participation in the consummation of the Transaction, are within the Borrower's
and each such Obligor's corporate, limited liability company, partnership or
other similar powers, have been duly authorized by all necessary corporate,
limited liability company, partnership or other similar action, and do not (a)
contravene such Obligor's Charter Documents, (b) contravene any contractual
restriction (other than any such contractual restriction that shall have been
waived on or prior to the Closing Date), law or governmental regulation or court
decree or order binding on or affecting such Obligor, where such contravention,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, or (c) result in, or require the creation or imposition
of, any Lien on such Obligor's properties, except pursuant to the terms of a
Loan Document.

      SECTION 6.3. GOVERNMENT APPROVAL, REGULATION, ETC. No authorization or
approval or other action by, and no notice to or filing with, any governmental
authority or regulatory body or other Person, is required for the due execution,
delivery or performance by any Obligor of any Loan Document to which it is a
party, except as have been duly obtained or made and are in full


                                      -75-

<PAGE>



force and effect or those which the failure to obtain or make could not
reasonably be expected to have a Material Adverse Effect. All authorizations,
approvals and other actions by, and all notices to and filings with, any
governmental authority or regulatory body that are required pursuant to the
Merger Agreement in connection with the Transaction have been duly obtained or
made and are in full force and effect, except those which the failure to obtain
or make could not reasonably be expected to have a Material Adverse Effect. No
Obligor is an "investment company" within the meaning of the Investment Company
Act of 1940, as amended, or a "holding company", or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company", within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

      SECTION 6.4. VALIDITY, ETC. This Agreement constitutes, and each other
Loan Document executed by the Borrower will, on the due execution and delivery
thereof, constitute, a legal, valid and binding obligation of the Borrower
enforceable in accordance with their respective terms; and each Loan Document
executed pursuant hereto by each other Obligor will, on the due execution and
delivery thereof by such Obligor, constitute a legal, valid and binding
obligation of such Obligor enforceable in accordance with its terms, in each
case with respect to this SECTION 6.4 subject to the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing.

      SECTION 6.5. FINANCIAL INFORMATION. The Base Financial Statements and the
Pro Forma Financial Statements have been prepared (a) in the case of the Base
Financial Statements, in accordance with GAAP consistently applied, (b) in the
case of the Pro Forma Financial Statements on a basis substantially consistent
with the basis used to prepare the Base Financial Statements. The Base Financial
Statements present fairly the consolidated financial condition of the
corporations covered thereby as at the date thereof and the results of their
operations for the periods then ended. The Pro Forma Financial Statements
include appropriate PRO FORMA adjustments to give PRO FORMA effect to the
Transaction.

      SECTION 6.6. NO MATERIAL ADVERSE CHANGE. Since December 31, 1999, there
has occurred no event, circumstance or condition that constitutes a Material
Adverse Effect.

      SECTION 6.7. LITIGATION, ETC. There is no pending or, to the knowledge of
the Borrower, threatened litigation, action, proceeding, arbitration or
governmental investigation affecting any Obligor, or any of their respective
properties, businesses, assets or revenues, which could reasonably be expected
to result in a Material Adverse Effect except as disclosed in ITEM 6.7
("Litigation") of the Disclosure Schedule. No development has occurred in any
litigation, action or governmental investigation or other proceeding disclosed
in ITEM 6.7 ("Litigation") of the Disclosure Schedule which could reasonably be
expected to have a Material Adverse Effect.


                                      -76-

<PAGE>



      SECTION 6.8. SUBSIDIARIES. The Borrower has only those Subsidiaries (a)
which are identified in ITEM 6.8 ("Existing Subsidiaries") of the Disclosure
Schedule, or (b) which are permitted to have been acquired in accordance with
SECTION 7.2.5 or 7.2.8.

      SECTION 6.9. OWNERSHIP OF PROPERTIES. Except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect, the Borrower and each of its Restricted Subsidiaries owns good title to,
or leasehold interests in, all of its properties and assets, real and personal,
tangible and intangible, of any nature whatsoever (including patents,
trademarks, trade names, service marks and copyrights), free and clear of all
Liens or material claims (including material infringement claims with respect to
patents, trademarks, copyrights and the like), except as permitted pursuant to
SECTION 7.2.3.

      SECTION 6.10. TAXES. Each of Holdco, the Borrower and each of their
respective Subsidiaries has filed all Federal, State and other material tax
returns required by law to have been filed by it and has paid all material taxes
and governmental charges thereby shown to be owing, except any such taxes or
charges which are being contested in good faith by appropriate proceedings and
for which adequate reserves in accordance with GAAP shall have been set aside on
its books.

      SECTION 6.11. PENSION AND WELFARE PLANS. During the
twelve-consecutive-month period prior to the date of the execution and delivery
of this Agreement, no steps have been taken to terminate any Pension Plan, and
no contribution failure has occurred with respect to any Pension Plan sufficient
to give rise to a Lien under section 302(f) of ERISA, which, in either case, is
reasonably expected to lead to a liability to such Pension Plan in excess of
$5,000,000. No condition exists or event or transaction has occurred with
respect to any Pension Plan which could reasonably be expected to result in the
incurrence by the Borrower or any member of the Controlled Group of any material
liability, fine or penalty other than such condition, event or transaction which
would not reasonably be expected to have a Material Adverse Effect. Except as
disclosed in ITEM 6.11 ("Employee Benefit Plans") of the Disclosure Schedule or
otherwise approved by the Agents (such approval not to be unreasonably withheld
or delayed), since the date of the most recent financial statement delivered
pursuant to the terms of this Agreement the Borrower has not increased any
contingent liability with respect to any post-retirement benefit under a Welfare
Plan, other than liability for continuation coverage described in Part 6 of
Subtitle B of Title I of ERISA, except as would not have a Material Adverse
Effect.

      SECTION 6.12. ENVIRONMENTAL MATTERS. Except as set forth in ITEM 6.12
("Environmental Matters") of the Disclosure Schedule or as, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect:

            (a) all facilities and property owned or leased by the Borrower or
      any of its Subsidiaries are, and continue to be, owned or leased by the
      Borrower and its Subsidiaries in compliance with all Environmental Laws;



                                      -77-

<PAGE>



            (b) there are no pending or threatened (i) written claims,
      complaints, notices or requests for information received by the Borrower
      or any of its Subsidiaries with respect to any alleged violation of any
      Environmental Law, or (ii) written complaints, notices or inquiries to the
      Borrower or any of its Subsidiaries regarding potential liability under
      any Environmental Law;

            (c) the Borrower and its Subsidiaries have been issued and are in
      compliance with all permits, certificates, approvals, licenses and other
      authorizations relating to environmental matters and necessary or
      desirable for their businesses;

            (d) no property now or, to the best knowledge of the Borrower,
      previously owned or leased by the Borrower or any of its Subsidiaries is
      listed or, to the knowledge of the Borrower, proposed for listing (with
      respect to owned property only) on the National Priorities List pursuant
      to CERCLA, on the CERCLIS or on any similar state list of sites requiring
      investigation or clean-up;

            (e) to the knowledge of the Borrower, the Borrower and its
      Subsidiaries have not directly transported or directly arranged for the
      transportation of any Hazardous Material to any location (i) which is
      listed or, to the knowledge of the Borrower, proposed for listing on the
      National Priorities List pursuant to CERCLA, on the CERCLIS or on any
      similar state list, or (ii) which is the subject of federal, state or
      local enforcement actions or other investigations in respect of any
      Environmental Law;

            (f) to the knowledge of the Borrower, there are no underground
      storage tanks, active or abandoned, including petroleum storage tanks, on
      or under any property now or previously owned or leased by the Borrower or
      any of its Subsidiaries;

            (g) to the knowledge of the Borrower, there are no polychlorinated
      biphenyls or friable asbestos present in a manner or condition requiring
      remedial action to comply with any Environmental Law; and

            (h) to the best knowledge of the Borrower, no conditions exist at,
      on or under any property now or previously owned or leased by the Borrower
      or any of its Subsidiaries which, with the passage of time, or the giving
      of notice or both, would give rise to liability to the Borrower or any of
      its Subsidiaries under any Environmental Law.

      SECTION 6.13. REGULATIONS U AND X. Neither the Borrower nor Holdco is
engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock, and no proceeds of any Credit Extension will be used in
violation of F.R.S. Board Regulation U or X. Terms for which meanings are
provided in F.R.S. Board Regulation U or X or any regulations substituted
therefor, as from time to time in effect, are used in this Section with such
meanings.

      SECTION 6.14. ACCURACY OF INFORMATION. All material factual information
concerning the financial condition, operations or prospects of the Borrower,
Holdco and their respective



                                      -78-

<PAGE>



Subsidiaries heretofore or contemporaneously furnished by or on behalf of the
Borrower in writing to any Lender Party for purposes of or in connection with
this Agreement or any transaction contemplated hereby or with respect to the
Transaction is, and all other such factual information hereafter furnished by or
on behalf of the Borrower, Holdco or any of their respective Subsidiaries to
such Lender Party will be, taken as a whole, true and accurate in every material
respect on the date as of which such information is dated or certified and such
information is not, or shall not be, as the case may be, taken as a whole,
incomplete by omitting to state any fact necessary to make such information not
materially misleading.

      Any term or provision of this Section to the contrary notwithstanding,
insofar as any of the factual information described above includes assumptions,
estimates, projections or opinions, no representation or warranty is made herein
with respect thereto; PROVIDED, HOWEVER, that to the extent any such
assumptions, estimates, projections or opinions are based on factual matters,
the Borrower has reviewed such factual matters and nothing has come to its
attention in the context of such review which would lead it to believe that such
factual matters were not or are not true and correct in all material respects or
that such factual matters omit to state any material fact necessary to make such
assumptions, estimates, projections or opinions not misleading in any material
respect.

      SECTION 6.15. SOLVENCY. On the Amendment Effective Date after giving
effect to this Agreement, the Borrower is Solvent.


                                   ARTICLE VII

                                    COVENANTS

      SECTION 7.1. AFFIRMATIVE COVENANTS. The Borrower agrees with the Agents,
the Issuers and each Lender that, until the Termination Date has occurred, the
Borrower will perform the obligations set forth below.

      SECTION 7.1.1. FINANCIAL INFORMATION, REPORTS, NOTICES, ETC. The Borrower
will furnish, or will cause to be furnished, to each Lender and each Agent
copies of the following financial statements, reports, notices and information:

            (a) as soon as available and in any event within 60 days after the
      end of each of the first three Fiscal Quarters of each Fiscal Year of the
      Borrower (or, if the Borrower is required to file such information on a
      Form 10-Q with the SEC, promptly following such filing), a consolidated
      balance sheet of the Borrower and its Subsidiaries as of the end of such
      Fiscal Quarter, together with the related consolidated statement of
      operations for such Fiscal Quarter and the related consolidated statements
      of operations and cash flows for the period commencing at the end of the
      previous Fiscal Year and ending with the end of such Fiscal Quarter (it
      being understood that the foregoing requirement may be satisfied by
      delivery of the Borrower's report to the SEC on Form 10-Q, if any),
      certified



                                      -79-

<PAGE>



      by an Authorized Officer that is the president, chief executive officer,
      treasurer, assistant treasurer, controller or chief financial or
      accounting officer of the Borrower;

            (b) as soon as available and in any event within 105 days after the
      end of each Fiscal Year of the Borrower (or, if the Borrower is required
      to file such information on a Form 10-K with the SEC, promptly following
      such filing), a copy of the annual audit report for such Fiscal Year for
      the Borrower and its Subsidiaries, including therein a consolidated
      balance sheet for the Borrower and its Subsidiaries as of the end of such
      Fiscal Year, together with the related consolidated statements of
      operations and cash flows for such Fiscal Year (it being understood that
      the foregoing requirement may be satisfied by delivery of the Borrower's
      report to the SEC on Form 10-K, if any), in each case certified (without
      any Impermissible Qualification) by Arthur Andersen LLP or another firm of
      independent public accountants of recognized national standing, together
      with a certificate from such accountants as to whether, in making the
      examination necessary for the signing of their report on such annual
      report by such accountants, they have become aware of any Default in
      respect of any term, covenant, condition or other provision of this
      Agreement (including any Default in respect of any of the financial
      covenants contained in SECTION 7.2.4) that relates to accounting matters
      that has occurred and is continuing and, if in the opinion of such
      accounting firm such a Default has occurred and is continuing, a statement
      as to the nature thereof;

            (c) together with the delivery of the financial information required
      pursuant to CLAUSES (a) and (b), a Compliance Certificate, executed by an
      Authorized Officer that is the president, the chief executive officer,
      treasurer, assistant treasurer, controller or chief financial or
      accounting officer of the Borrower;

            (d) promptly and in any event within five Business Days after any
      executive or financial officer of the Borrower obtains knowledge of the
      occurrence of any Default, if such Default is then continuing, a statement
      of an Authorized Officer that is the president, chief executive officer,
      treasurer, assistant treasurer, controller or chief financial or
      accounting officer of the Borrower setting forth details of such Default
      and the action which the Borrower has taken or proposes to take with
      respect thereto;

            (e) promptly and in any event within five Business Days after (i)
      the occurrence of any development with respect to any litigation, action,
      proceeding or labor controversy described in SECTION 6.7 which could
      reasonably be expected to have a Material Adverse Effect or (ii) the
      commencement of any labor controversy, litigation, action or proceeding of
      the type described in SECTION 6.7, notice thereof and of the action which
      the Borrower has taken or proposes to take with respect thereto;

            (f) promptly after the sending or filing thereof, copies of all
      reports and registration statements (other than exhibits thereto and any
      registration statement on Form S-8 or its equivalent) which the Borrower
      or any of its Subsidiaries files with the SEC or any national securities
      exchange;


                                      -80-

<PAGE>



            (g) as soon as practicable after the controller, chief financial or
      accounting officer or the chief executive officer of the Borrower or a
      member of the Borrower's Controlled Group becomes aware of (i) formal
      steps in writing to terminate any Pension Plan or (ii) the occurrence of
      any event with respect to a Pension Plan which, in the case of CLAUSE (I)
      or (II), could reasonably be expected to result in a contribution to such
      Pension Plan by (or a liability to) the Borrower or a member of the
      Borrower's Controlled Group in excess of $5,000,000, (iii) the failure to
      make a required contribution to any Pension Plan if such failure is
      sufficient to give rise to a Lien under section 302(f) of ERISA in an
      amount in excess of $5,000,000, (iv) the taking of any action with respect
      to a Pension Plan which could reasonably be expected to result in the
      requirement that the Borrower furnish a bond to the PBGC or such Pension
      Plan in an amount in excess of $5,000,000 or (v) any material increase in
      the contingent liability of the Borrower with respect to any
      post-retirement Welfare Plan benefit as a result of a change in the level
      or scope of benefits thereunder, notice thereof and copies of all
      documentation relating thereto;

            (h) concurrently with the delivery of the financial information
      required pursuant to CLAUSES (A) and (B) above, the Borrower will notify
      the Administrative Agent of any changes in GAAP that resulted in a
      different calculation in the financial statements than would have resulted
      had GAAP not changed; and

            (i) such other information respecting the condition or operations,
      financial or otherwise, of the Borrower or any of its Subsidiaries as any
      Lender through the Administrative Agent may from time to time reasonably
      request.

      SECTION 7.1.2. COMPLIANCE WITH LAWS, ETC. The Borrower will, and will
cause each of its Subsidiaries to, comply in all material respects with all
applicable laws, rules, regulations and orders, such compliance to include (a)
except as otherwise permitted under SECTION 7.2.8, the maintenance and
preservation of its existence and qualification as a foreign business entity,
except where the failure to so qualify could not reasonably be expected to have
a Material Adverse Effect, and (b) the payment, before the same become
delinquent, of all material taxes, assessments and governmental charges imposed
upon it or such Subsidiary or upon its property except to the extent being
contested in good faith by appropriate proceedings and for which adequate
reserves in accordance with GAAP shall have been set aside on its or such
Subsidiary's books.

      SECTION 7.1.3. MAINTENANCE OF PROPERTIES. Except to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect, the Borrower will, and will cause each of its Restricted Subsidiaries
to, maintain, preserve, protect and keep its properties in good repair, working
order and condition (ordinary wear and tear excepted), and make necessary and
proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times unless the Borrower
determines in good faith that the continued maintenance of any of its properties
is no longer economically desirable.

                                      -81-

<PAGE>



      SECTION 7.1.4. INSURANCE. The Borrower will, and will cause each of its
Restricted Subsidiaries to, maintain or cause to be maintained with responsible
insurance companies insurance with respect to its properties and business
against such casualties and contingencies and of such types and in such amounts
as is customary in the case of similar businesses and with such provisions and
endorsements as the Agents may reasonably request and will, upon request of the
Agents, furnish to the Agents and each Lender a certificate of an Authorized
Officer of the Borrower setting forth the nature and extent of all insurance
maintained by the Borrower and its Restricted Subsidiaries in accordance with
this Section.

      SECTION 7.1.5. BOOKS AND RECORDS. The Borrower will, and will cause each
of its Restricted Subsidiaries to, keep books and records which accurately
reflect in all material respects all of its business affairs and transactions
and permit the Agents, the Issuers and each Lender or any of their respective
representatives, at reasonable times and intervals, and upon reasonable notice,
but, unless an Event of Default shall have occurred and be continuing, not more
frequently than once in each Fiscal Year, to visit its business offices, to
discuss its financial matters with its officers and, after notice to the
Borrower and provision of an opportunity for the Borrower to participate in such
discussion, its independent public accountants (and the Borrower hereby
authorizes such independent public accountants to discuss the Borrower's
financial matters with each Issuer and each Lender or its representatives,
whether or not any representative of the Borrower is present so long as the
Borrower has been afforded a reasonable opportunity to be present) and to
examine, and to photocopy extracts from, any of its books or other financial
records. The cost and expense of each such visit shall be borne by the
applicable Agent or Lender, except that the Administrative Agent may make one
such visit each Fiscal Year and the cost and expense thereof shall be borne by
the Borrower.

      SECTION 7.1.6. ENVIRONMENTAL COVENANT. The Borrower will, and will cause
each of its Subsidiaries to,

            (a) use and operate all of its facilities and properties in
      compliance with all Environmental Laws, keep all necessary permits,
      approvals, certificates, licenses and other authorizations relating to
      environmental matters in effect and remain in compliance therewith, and
      handle all Hazardous Materials in compliance with all applicable
      Environmental Laws, in each case except where the failure to comply with
      the terms of this clause could not reasonably be expected to have a
      Material Adverse Effect;

            (b) promptly notify the Agents and provide copies of all written
      claims, complaints, notices or inquiries relating to the condition of its
      facilities and properties which relate to environmental matters or
      compliance with Environmental Laws which would have, or would reasonably
      be expected to have, a Material Adverse Effect, and promptly cure and have
      dismissed with prejudice any material actions and proceedings relating to
      compliance with Environmental Laws, except to the extent being diligently
      contested in good faith by appropriate proceedings and for which adequate
      reserves in accordance with GAAP have been set aside on its books; and



                                      -82-

<PAGE>



            (c) provide such information and certifications which the Agents may
      reasonably request from time to time to evidence compliance with this
      SECTION 7.1.6.

      SECTION 7.1.7. FUTURE SUBSIDIARIES. (a) Upon any Person becoming, after
the Closing Date, a Future Pledged Foreign Subsidiary or a U.S. Subsidiary that
is a Restricted Subsidiary, or upon the Borrower or any such Subsidiary
acquiring additional Capital Stock of any existing Subsidiary that is a
Restricted Subsidiary and a U.S. Subsidiary or a Future Pledged Foreign
Subsidiary, the Borrower shall notify the Agents of such acquisition, and

            (i) the Borrower shall promptly cause such U.S. Subsidiary to
      execute and deliver to the Administrative Agent, with counterparts for
      each Lender, a supplement to the Subsidiary Guaranty and a supplement to
      the Subsidiary Pledge and Security Agreement (and, if such U.S. Subsidiary
      owns any real property, to the extent required by CLAUSE (b) of SECTION
      7.1.8, a Mortgage), together with UCC financing statements (form UCC-1)
      executed and delivered by such U.S. Subsidiary naming such U.S. Subsidiary
      as the debtor and the Administrative Agent as the secured party, or other
      similar instruments or documents, in appropriate form for filing under the
      UCC and any other applicable recording statutes, in the case of real
      property, of all jurisdictions as may be necessary or, in the reasonable
      opinion of the Administrative Agent, desirable to perfect the security
      interest of the Administrative Agent pursuant to the Subsidiary Pledge and
      Security Agreement or a Mortgage, as the case may be (other than the
      perfection of security interests in motor vehicles); and

            (ii) the Borrower shall promptly deliver, or cause to be delivered,
      to the Administrative Agent under a Pledge Agreement (as supplemented, if
      necessary, by a Foreign Pledge Agreement or other supplement thereto)
      certificates (if any) representing all of the issued and outstanding
      Capital Stock of such Subsidiary owned by the Borrower or any U.S.
      Subsidiary that is a Restricted Subsidiary, as the case may be, along with
      undated instruments of transfer for such certificates, executed in blank,
      or, if any Capital Stock of a U.S. Subsidiary subject thereto is comprised
      of uncertificated securities or is held through a securities intermediary,
      the Administrative Agent shall have obtained "control" (as defined in the
      UCC applicable to the perfection of such securities) over such Capital
      Stock, or other appropriate steps shall have been taken under applicable
      law resulting in the perfection of the security interest granted in favor
      of the Administrative Agent pursuant to the terms of a Pledge Agreement,

together, in each case, with such opinions, in form and substance and from
counsel satisfactory to the Agents, as the Agents may reasonably require;
PROVIDED, HOWEVER, that notwithstanding the foregoing, no Foreign Subsidiary
shall be required to execute and deliver a Mortgage or a supplement to the
Subsidiary Guaranty or the Subsidiary Pledge and Security Agreement, nor will
the Borrower or any U.S. Subsidiary of the Borrower be required to deliver in
pledge pursuant to a Pledge Agreement in excess of 65% of the Capital Stock of a
Foreign Subsidiary.



                                      -83-

<PAGE>



      (b) The parties hereto hereby acknowledge that no JV Subsidiary shall have
an obligation to become a Subsidiary Guarantor or an Obligor or to enter into
the Subsidiary Guaranty or the Subsidiary Pledge and Security Agreement or any
supplement to either of them.

      SECTION 7.1.8. FUTURE ACQUISITIONS OF LEASED, REAL OR OTHER PROPERTY.

            (a) Prior to entering into any new lease of real property or
      renewing any existing lease of real property following the Closing Date,
      the Borrower shall, and shall cause each of its U.S. Subsidiaries that is
      a Restricted Subsidiary (other than a JV Subsidiary) to, use its best
      efforts (which shall not require the expenditure of cash or the making of
      any material concessions under the relevant lease) to deliver to the
      Administrative Agent a waiver executed by the lessor of any real property
      that is to be leased by the Borrower or such U.S. Subsidiary for a term in
      excess of one year in any state which by statute grants such lessor a
      "landlord's" (or similar) Lien which is superior to the Administrative
      Agent's, to the extent the value of any personal property of the Borrower
      or its U.S. Subsidiaries that are Restricted Subsidiaries to be held at
      such leased property exceeds (or it is anticipated that the value of such
      personal property will, at any point in time during the term of such
      leasehold term, exceed) $3,000,000.

            (b) In the event that the Borrower or any of its U.S. Subsidiaries
      that are Restricted Subsidiaries (other than a JV Subsidiary) shall
      acquire any real property having a market value in excess of $3,000,000,
      the Borrower or the applicable U.S. Subsidiary shall, promptly after such
      acquisition, execute a Mortgage in favor of the Administrative Agent, as
      mortgagee for the ratable benefit of the Secured Parties, and provide the
      Administrative Agent with (i) evidence of the completion (or satisfactory
      arrangements for the completion) of all recordings and filings of such
      Mortgage as may be necessary or, in the reasonable opinion of the
      Administrative Agent, desirable effectively to create a valid, perfected,
      first priority Lien, subject to Liens permitted by SECTION 7.2.3, against
      the properties purported to be covered thereby, (ii) mortgagee's title
      insurance policies in favor of the Administrative Agent, as mortgagee for
      the ratable benefit of the Secured Parties, in amounts and in form and
      substance and issued by insurers, in each case reasonably satisfactory to
      the Agents, with respect to the property purported to be covered by such
      Mortgage, insuring that title to such property is indefeasible and that
      the interests created by the Mortgage constitute valid first Liens thereon
      free and clear of all defects and encumbrances other than as permitted by
      SECTION 7.2.3 or as approved by the Agents, and such policies shall also
      include, to the extent available on commercially reasonable terms (as
      determined by the Agents in their sole discretion), a revolving credit
      endorsement and such other endorsements as the Agents shall reasonably
      request and shall be accompanied by evidence of the payment in full of all
      premiums thereon, and (iii) such other approvals, opinions, or documents
      as the Agents may reasonably request.

            (c) In accordance with the terms and provisions of the Pledge
      Agreements, the Borrower and each U.S. Subsidiary that is a Restricted
      Subsidiary (other than a JV


                                      -84-

<PAGE>



      Subsidiary) shall provide the Agents with evidence of all recordings and
      filings as may be necessary or, in the reasonable opinion of the
      Administrative Agent, desirable to create a valid, perfected first
      priority Lien, subject to the Liens permitted by SECTION 7.2.3, against
      all property acquired after the Closing Date (excluding motor vehicles,
      leases of real property and (except to the extent required under CLAUSE
      (B) of this SECTION 7.1.8) fee interests in real property) and not
      otherwise subject to SECTION 7.1.11 or 7.1.12.

      SECTION 7.1.9. USE OF PROCEEDS, ETC. The Borrower has applied or shall

            (a) apply the proceeds of the Loans

                  (i) in the case of the Initial Term Loans, to pay, in part,
            the cash portion of the obligations of Holdco in connection with the
            Merger, refinance certain Indebtedness of the Borrower and to pay
            the transaction fees and expenses associated with the Transaction;
            PROVIDED, HOWEVER, that the aggregate amount of such transaction
            fees and expenses shall not exceed $31,500,000; and

                  (ii) in the case of Revolving Loans, Swing Line Loans and any
            Additional Term Loans, for working capital and general corporate
            purposes of the Borrower and its Subsidiaries; and

            (b) use Letters of Credit only for purposes of supporting working
      capital and general corporate purposes of the Borrower and its
      Subsidiaries.

      SECTION 7.1.10. HEDGING OBLIGATIONS. Within six months following the
Closing Date, the Administrative Agent shall have received evidence satisfactory
to it that the Borrower has entered into interest rate swap, cap, collar or
similar arrangements (including such Indebtedness accruing interest at a fixed
rate by its terms) designed to protect the Borrower against fluctuations in
interest rates with respect to at least 50% of the aggregate principal amount of
the Term Loans and the Senior Subordinated Debt for a period of at least three
years from the Closing Date, with terms reasonably satisfactory to the Borrower
and the Agents.

      SECTION 7.1.11. INTELLECTUAL PROPERTY. The Borrower will deliver to the
Administrative Agent no later than 60 days after the Closing Date instruments or
documents, in appropriate form for filing with the United States Patent and
Trademark Office and the United States Copyright Office, sufficient to create
and perfect a security interest in all intellectual property owned as of the
Closing Date by the Borrower and the U.S. Subsidiaries that are Restricted
Subsidiaries (other than JV Subsidiaries) as identified in ITEM 7.1.11
("INTELLECTUAL PROPERTY") of the Disclosure Schedule.

      SECTION 7.1.12. MORTGAGES. The Borrower shall deliver to the
Administrative Agent, no later than 60 days after the Closing Date, as mortgagee
for the ratable benefit of the Secured Parties, counterparts of a Mortgage
relating to each property listed on ITEM 7.1.12 ("Mortgaged


                                      -85-

<PAGE>



Properties") of the Disclosure Schedule, each dated as of the date of such
delivery, duly executed by the Borrower or the applicable U.S. Subsidiary that
is a Restricted Subsidiary, together with

            (a) evidence of the completion (or satisfactory arrangements for the
      completion) of all recordings and filings of such Mortgage as may be
      necessary or, in the reasonable opinion of the Administrative Agent,
      desirable effectively to create a valid, perfected first priority Lien,
      subject to Liens permitted by SECTION 7.2.3, against the properties
      purported to be covered thereby;

            (b) mortgagee's title insurance policies in favor of the
      Administrative Agent, as mortgagee for the ratable benefit of the Secured
      Parties, in amounts and in form and substance and issued by insurers, in
      each case reasonably satisfactory to the Agents, with respect to the
      property purported to be covered by such Mortgage, insuring that title to
      such property is marketable and that the interests created by the Mortgage
      constitute valid first Liens thereon free and clear of all defects and
      encumbrances other than as permitted by SECTION 7.2.3 or as approved by
      the Agents, and such policies shall also include, to the extent available
      on commercially reasonable terms, a revolving credit endorsement and such
      other endorsements as the Administrative Agent shall reasonably request
      (provided, however, that if the Administrative Agent requests, any survey
      endorsement or coverage other than with respect to the existing survey, if
      any, of the Mortgaged Property that was previously delivered to the
      Borrower or any of its Subsidiaries or in the possession of the Borrower
      or any of its Subsidiaries on the Closing Date, then the 60-day period
      referred to in the lead-in to this Section shall be extended by an
      additional 30 days) and shall be accompanied by evidence of the payment in
      full of all premiums thereon; and

            (c) such other approvals, opinions or documents as the Agents may
      reasonably request.

      SECTION 7.1.13. POST-CLOSING PLEDGES. No later than 60 days after the
Closing Date, the Borrower shall deliver to the Administrative Agent the
certificates evidencing all of the issued and outstanding shares of Capital
Stock of Advanstar Holdings GmbH and Advanstar Editora e Comunicacoes ltda.
pledged pursuant to a Pledge Agreement and not delivered on the Closing Date,
which certificates shall in each case be accompanied by undated instruments of
transfer duly executed in blank, or, if any such shares of Capital Stock are
uncertificated, the Borrower shall take, or cause to be taken, appropriate steps
under applicable law resulting in the perfection of the security interest
granted in favor of the Administrative Agent pursuant to the terms of a Pledge
Agreement.

      SECTION 7.1.14. MATERIAL SUBSIDIARIES. The Borrower shall designate one or
more Restricted Subsidiaries of the Borrower as Material Subsidiaries if, in the
absence of such designation, the aggregate gross revenues, assets or EBITDA of
all Restricted Subsidiaries of the Borrower that are not Material Subsidiaries
would exceed 5% of the gross revenues, assets or EBITDA of the Borrower and its
Restricted Subsidiaries, on a consolidated basis.


                                      -86-

<PAGE>



      SECTION 7.2. NEGATIVE COVENANTS. The Borrower agrees with the Agents and
each Lender that, until the Termination Date has occurred, the Borrower will
perform the obligations set forth in this SECTION 7.2.

      SECTION 7.2.1. BUSINESS ACTIVITIES. The Borrower will not, and will not
permit any Restricted Subsidiary to, engage in any business activity, except the
business activities of the type in which the Borrower and the Restricted
Subsidiaries are engaged on the date hereof (after giving effect to the
Transaction) and any businesses reasonably ancillary, incidental or related
thereto.

      SECTION 7.2.2. INDEBTEDNESS. The Borrower will not, and will not permit
any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist
or otherwise become or be liable in respect of any Indebtedness, except, without
duplication:

            (a) (i) Indebtedness outstanding on the Closing Date, or incurred
      pursuant to commitments or lines of credit outstanding on the Closing
      Date, which Indebtedness or commitments are identified in ITEM 7.2.2(A)(I)
      ("Ongoing Indebtedness") of the Disclosure Schedule, and refinancings and
      replacements thereof in a principal amount not exceeding the principal
      amount of the Indebtedness or commitments so refinanced or replaced and
      with an average life to maturity of not less than the then average life to
      maturity of the Indebtedness or commitments so refinanced or replaced; and
      (ii) until the Closing Date, Indebtedness identified in Item 7.2.2(a)(ii)
      ("Indebtedness to be Paid") of the Disclosure Schedule;

            (b) Indebtedness in respect of the Obligations;

            (c) Indebtedness incurred by the Borrower or any of its Restricted
      Subsidiaries that is represented by Capitalized Lease Liabilities,
      mortgage financings or purchase money obligations (but only to the extent
      otherwise permitted by SECTION 7.2.7); PROVIDED, HOWEVER, that the maximum
      aggregate amount of all Indebtedness permitted under this clause, together
      with the aggregate principal amount of Indebtedness incurred pursuant to
      CLAUSE (F) of this SECTION 7.2.2, shall not at any time exceed
      $30,000,000;

            (d) intercompany Indebtedness of (i) (x) any Subsidiary Guarantor
      owing to the Borrower or any Restricted Subsidiary or (y) the Borrower
      owing to any Restricted Subsidiary, and (ii) any Foreign Subsidiary that
      is a Restricted Subsidiary (other than any Consolidated JV) owing to the
      Borrower or any Subsidiary Guarantor; PROVIDED, HOWEVER, that the
      aggregate principal amount of Indebtedness incurred pursuant to this
      CLAUSE (d)(II) (other than any such Indebtedness constituting Exempted
      Foreign Intercompany Transactions), together with the aggregate principal
      amount of Indebtedness incurred pursuant to CLAUSE (h) of this SECTION
      7.2.2 and the aggregate amount of Investments made in Foreign Subsidiaries
      pursuant to CLAUSE (j)(III) of SECTION 7.2.5 (other than any such
      Investments constituting Exempted Foreign Intercompany Transactions),
      shall not exceed $50,000,000 at any time outstanding;


                                      -87-

<PAGE>



      PROVIDED FURTHER that in the case of any Indebtedness described in this
      clause which is owing to the Borrower or any Subsidiary Guarantor, (1) to
      the extent requested by the Agents, such Indebtedness shall be evidenced
      by one or more promissory notes in form and substance satisfactory to the
      Agents which shall be duly executed and delivered to (and indorsed to the
      order of) the Administrative Agent in pledge pursuant to a Pledge
      Agreement, and (2) in the case of any such Indebtedness owed by a Person
      other than the Borrower or a Subsidiary Guarantor, such Indebtedness shall
      not be forgiven or otherwise discharged for any consideration other than
      payment (Dollar for Dollar or, if denominated in any currency other than
      Dollars, such currency) in cash unless the Agents otherwise consent;

            (e) Indebtedness in respect of Senior Subordinated Debt and
      unsecured guarantees from Subsidiary Guarantors subordinated to the
      Obligations in respect of any Senior Subordinated Debt; PROVIDED, HOWEVER,
      that with respect to the issuance of any Senior Subordinated Debt (other
      than the Bridge Notes or the New Senior Subordinated Notes) after the
      Closing Date, (i) prior to the issuance thereof, no Default shall have
      occurred and be continuing, (ii) after giving PRO FORMA effect to such
      issuance, (A) no Default shall have occurred and be continuing (with the
      covenants contained in SECTION 7.2.4 hereof computed as at the last day of
      the most recently ended Fiscal Quarter of the Borrower for which financial
      statements shall have been delivered pursuant to CLAUSE (a) or CLAUSE (b)
      of SECTION 7.1.1 and, where applicable, as if such issuance had occurred
      on the first day of each relevant period for testing such compliance) and
      (B) in any event, the Leverage Ratio shall not exceed 6.00:1, and (iii)
      the Borrower shall have delivered to the Administrative Agent a
      certificate of a Authorized Officer certifying as to the matters specified
      in CLAUSES (i) and (ii) above, together with copies of all documentation
      entered into by the Borrower or any Subsidiary Guarantor in connection
      with such issuance;

            (f) Assumed Indebtedness of the Borrower and its Restricted
      Subsidiaries in an aggregate principal amount, together with the aggregate
      principal amount of Indebtedness incurred pursuant to CLAUSE (C) of this
      SECTION 7.2.2, not to exceed $30,000,000 at any time outstanding;

            (g) Hedging Obligations of the Borrower or any of its Restricted
      Subsidiaries in respect of the Credit Extensions or otherwise entered into
      by the Borrower or any Restricted Subsidiary to hedge against interest
      rate, currency exchange rate or commodity price risk, in each case arising
      in the ordinary course of business of the Borrower and the Restricted
      Subsidiaries and not for speculative purposes;

            (h) Indebtedness of Foreign Subsidiaries of the Borrower in an
      aggregate principal amount not to exceed $10,000,000 at any time
      outstanding; PROVIDED, HOWEVER, that the aggregate principal amount of
      Indebtedness incurred pursuant to this clause, together with the aggregate
      principal amount of Indebtedness incurred pursuant to CLAUSE (D)(ii) of
      this SECTION 7.2.2 (other than any such Indebtedness constituting


                                      -88-

<PAGE>



      Exempted Foreign Intercompany Transactions) and the aggregate amount of
      Investments made in Foreign Subsidiaries pursuant to CLAUSE (J)(iii) of
      SECTION 7.2.5 (other than any such Investments constituting Exempted
      Foreign Intercompany Transactions), shall not exceed $50,000,000 at any
      time outstanding;

            (i) Indebtedness of any Foreign Subsidiary owing to any other
      Foreign Subsidiary; and

            (j) other unsecured Indebtedness of the Borrower and its Restricted
      Subsidiaries in an aggregate principal amount at any time outstanding not
      to exceed $15,000,000;

PROVIDED, HOWEVER, that (i) no Indebtedness otherwise permitted by CLAUSE (c),
(d) (as such CLAUSE (d) relates to loans made by the Borrower or any Subsidiary
Guarantor to Restricted Subsidiaries which are not party to a Subsidiary
Guaranty), (f), (h) or (j) may be incurred if, immediately before or after
giving effect to the incurrence thereof, any Default shall have occurred and be
continuing, and (ii) all such Indebtedness of the type described in CLAUSE
(d)(i)(y) above that is owed to Subsidiaries that are not Subsidiary Guarantors
shall be subordinated, in writing, to the Obligations upon terms satisfactory to
the Agents.

      SECTION 7.2.3. LIENS. The Borrower will not, and will not permit any
Restricted Subsidiary to, create, incur, assume or suffer to exist any Lien upon
any of its property, revenues or assets, whether now owned or hereafter
acquired, except:

            (a)(i) Liens existing on the Closing Date and identified in Item
      7.2.3(a)(i) ("Ongoing Liens") of the Disclosure Schedule and extensions
      and renewals thereof; PROVIDED, HOWEVER, that no such extension or renewal
      shall increase the obligations secured by such Lien, extend such Lien to
      additional assets or otherwise result in a Default hereunder, and (ii)
      until the Closing Date, Liens securing Indebtedness identified in ITEM
      7.2.2(A)(ii) ("Indebtedness to be Paid") of the Disclosure Schedule;

            (b) Liens securing payment of the Obligations or any obligation
      under any Rate Protection Agreement granted pursuant to any Loan Document;

            (c) Liens granted to secure payment of Indebtedness of the type
      permitted and described in CLAUSE (c) of SECTION 7.2.2; PROVIDED, HOWEVER,
      that such Liens attach only to the assets acquired with the proceeds of
      such Indebtedness;

            (d) Liens for taxes, assessments or other governmental charges or
      levies, including Liens pursuant to Section 107(l) of CERCLA or other
      similar law, not at the time delinquent or thereafter payable without
      penalty or being contested in good faith by appropriate proceedings and
      for which adequate reserves in accordance with GAAP shall have been set
      aside on its books;



                                      -89-

<PAGE>


            (e) Liens of carriers, warehousemen, mechanics, repairmen,
      materialmen, bankers, contractors, laborers and landlords or other like
      Liens incurred in the ordinary course of business for sums not overdue for
      a period of more than 30 days or being diligently contested in good faith
      by appropriate proceedings and for which adequate reserves in accordance
      with GAAP shall have been set aside on its books;

            (f) Liens incurred in the ordinary course of business in connection
      with workmen's compensation, unemployment insurance or other forms of
      governmental insurance or benefits, or to secure performance of tenders,
      bids, statutory or regulatory obligations, insurance obligations, leases
      and contracts (other than for borrowed money) entered into in the ordinary
      course of business or to secure obligations on surety, performance or
      appeal bonds or other obligations of a like nature;

            (g) judgment Liens in existence less than 30 days after the entry
      thereof or with respect to which execution has been stayed or the payment
      of which is covered in full by a bond or a letter of credit or (subject to
      a customary deductible) by insurance maintained with responsible insurance
      companies and Liens in existence less than 30 days, which Liens secure any
      such bond or reimbursement obligation with respect to such letter of
      credit;

            (h) (i) Liens with respect to minor imperfections of title and
      easements, rights-of- way, restrictions, reservations, permits, servitudes
      and other similar encumbrances on real property and fixtures which do not
      materially detract from the value or materially impair the use by the
      Borrower or any such Restricted Subsidiary in the ordinary course of their
      business of the property subject thereto; and (ii) in the case of any
      property covered by a Mortgage, encumbrances disclosed in the title
      insurance policy issued to, and reasonably approved by the Agents insuring
      the Mortgage (PROVIDED, HOWEVER, that upon certification by the Borrower
      that an easement, right-of-way, restriction, reservation, permit,
      servitude or other similar encumbrance granted or to be granted by the
      Borrower or any such Restricted Subsidiary does not materially detract
      from the value of or materially impair the use by the Borrower or such
      Restricted Subsidiary in the ordinary course of its business of the
      property subject to or to be subject to such encumbrance, the
      Administrative Agent shall execute such documents as are reasonably
      requested to subordinate its Mortgage to such encumbrance);

            (i) leases or subleases granted by the Borrower or any Restricted
      Subsidiary to any other Person in the ordinary course of business;

            (j) Liens in the nature of trustees' Liens granted pursuant to any
      indenture governing any Indebtedness permitted by SECTION 7.2.2, in each
      case in favor of the trustee under such indenture and securing only
      obligations to pay compensation to such trustee, to reimburse its expenses
      and to indemnify it under the terms thereof;


                                      -90-

<PAGE>



            (k) Liens of sellers of goods to the Borrower and the Restricted
      Subsidiaries arising under Article 2 of the UCC or similar provisions of
      applicable law in the ordinary course of business, covering only the goods
      sold and securing only the unpaid purchase price for such goods and
      related expenses;

            (l) Liens securing Assumed Indebtedness of the Borrower and the
      Restricted Subsidiaries permitted pursuant to CLAUSE (f) of SECTION 7.2.2;
      PROVIDED, HOWEVER, that (i) any such Liens attach only to the property of
      the Subsidiary acquired, or the property acquired, in connection with such
      Assumed Indebtedness and shall not attach to any assets of the Borrower or
      any Restricted Subsidiaries theretofore existing or which arise after the
      date thereof (other than as proceeds of the property otherwise permitted
      to be subject to such Lien) and (ii) the Assumed Indebtedness and other
      secured Indebtedness of the Borrower and its Restricted Subsidiaries
      secured by any such Lien shall not exceed 100% of the fair market value of
      the assets being acquired in connection with such Assumed Indebtedness;

            (m) Liens on assets of Foreign Subsidiaries of the Borrower securing
      Indebtedness permitted pursuant to CLAUSE (h) or (i) of SECTION 7.2.2;

            (n) Liens on the Capital Stock of Unrestricted Subsidiaries securing
      Debt incurred by such Unrestricted Subsidiaries;

            (o) Liens on cash and Cash Equivalent Investments constituting
      amounts applied to defease (including legal defeasance and covenant
      defeasance) Existing Senior Subordinated Notes;

            (p) Liens on the cash proceeds of New Senior Subordinated Notes, and
      on Cash Equivalent Investments acquired with such proceeds, securing such
      New Senior Subordinated Notes pending application thereof to refinance,
      repay, repurchase or defease (including legal defeasance and covenant
      defeasance) Existing Senior Subordinated Notes or, to the extent not so
      used, to redeem, repay or repurchase such New Senior Subordinated Notes or
      repay Loans in accordance with CLAUSE (a) of SECTION 3.1.1; and

            (q) other Liens securing Indebtedness in an aggregate principal
      amount not to exceed $3,000,000.

      SECTION 7.2.4. FINANCIAL COVENANTS.

            (a) LEVERAGE RATIO. The Borrower will not permit the Leverage Ratio
      as of the end of any Fiscal Quarter occurring during any period set forth
      below to be greater than the ratio set forth opposite such period:



                                      -91-

<PAGE>


                PERIOD                              LEVERAGE RATIO
                ------                              --------------
           CLOSING DATE TO 03/31/01                     6.50:1

           04/01/01 TO 09/30/01                         6.25:1

           10/01/01 TO 03/31/02                         5.90:1

           04/01/02 TO 09/30/02                         5.75:1

           10/01/02 TO 03/31/03                         5.40:1

           04/01/03 TO 06/30/03                         5.25:1

           07/01/03 TO 09/30/03                         5.00:1

           10/01/03 TO 03/31/04                         4.50:1

           04/01/04 TO 09/30/04                         4.25:1

           10/01/04 AND THEREAFTER                      4.00:1


            (B) FIXED CHARGE COVERAGE RATIO. The Borrower will not permit the
      Fixed Charge Coverage Ratio as of the end of any Fiscal Quarter ending
      after the Closing Date and occurring during any period set forth below to
      be less than the ratio set forth opposite such period:


                                                     FIXED CHARGE
                PERIOD                              COVERAGE RATIO
                ------                              --------------
        CLOSING DATE TO 06/30/03                        1.00:1

        07/01/03 TO12/31/05                             1.05:1

        01/01/06 AND THEREAFTER                         1.00:1


      SECTION 7.2.5. INVESTMENTS. The Borrower will not, and will not permit any
of its Restricted Subsidiaries to, make, incur, assume or suffer to exist any
Investment in any other Person, except:

            (a) (i) Investments existing on the Closing Date and identified in
      ITEM 7.2.5(a) ("Ongoing Investments") of the Disclosure Schedule and
      extensions or renewals thereof; PROVIDED, HOWEVER, that no such extension
      or renewal shall be permitted under this CLAUSE (a)(i) if it would (x)
      increase the amount of such Investment at the time of such extension or
      renewal or (y) result in a Default hereunder and (ii) Investments
      resulting from the conversion or recharacterization of Ongoing Investments
      (including the conversion of any Ongoing Investments constituting equity
      Investments into debt


                                      -92-

<PAGE>



      Investments); PROVIDED, HOWEVER, that no such Investment may be made in
      reliance on this CLAUSE (A)(II) if such Investment would require, at the
      time of the making thereof, the contribution or other payment by the
      Borrower or any Subsidiary Guarantor of any additional cash or other
      assets to any Subsidiary that is not a Subsidiary Guarantor;

            (b) Cash Equivalent Investments;

            (c) Investments permitted as Indebtedness pursuant to SECTION 7.2.2;

            (d) Investments permitted as Capital Expenditures pursuant to
      SECTION 7.2.7 (including any such Investments which would otherwise
      constitute Capital Expenditures but for the operation of CLAUSE (I) of the
      proviso to the definition of "CAPITAL EXPENDITURES");

            (e) Investments made by the Borrower or any of its Restricted
      Subsidiaries, solely with proceeds which have been contributed, directly
      or indirectly after the Closing Date, to the Borrower or such Restricted
      Subsidiary as cash equity from direct or indirect holders of Holdco's
      Capital Stock for the purpose of making an Investment identified in a
      notice to the Agents on or prior to the date that such capital
      contribution is made, which Investments shall result in the Borrower or
      such Restricted Subsidiary acquiring a majority controlling interest in
      the Person in which such Investment was made or increasing any such
      controlling interest already maintained by the Borrower or such Restricted
      Subsidiary;

            (f) Investments to the extent the consideration received pursuant to
      CLAUSE (c)(i) of SECTION 7.2.9 is not all cash;

            (g) Investments in the form of loans to officers, directors and
      employees of the Borrower and its Restricted Subsidiaries (other than any
      Consolidated JV) for the sole purpose of purchasing Holdco Capital Stock
      or the Capital Stock of any Person that directly or indirectly holds
      Holdco Capital Stock or of refinancing any such loans made by others (or
      purchases of such loans made by others);

            (h) Letters of Credit issued in support of, and guarantees by the
      Borrower or any Restricted Subsidiary of, Indebtedness permitted under
      CLAUSES (b), (c) and (g) of SECTION 7.2.2;

            (i) Investments made or held by any Foreign Subsidiary of the
      Borrower that is a Restricted Subsidiary in any other Foreign Subsidiary
      of the Borrower that is a Restricted Subsidiary;

            (j) (i) Investments of the Borrower or any U.S. Subsidiary of the
      Borrower that is a Restricted Subsidiary in the Borrower or any U.S.
      Subsidiary of the Borrower that is a Restricted Subsidiary (other than any
      Consolidated JV), (ii) Investments by the Borrower


                                      -93-

<PAGE>



      or any U.S. Subsidiary of the Borrower that is a Restricted Subsidiary in
      a Foreign Subsidiary of the Borrower that is a Restricted Subsidiary
      (other than any Consolidated JV) in connection with the creation of such
      Foreign Subsidiary (PROVIDED, HOWEVER, that in the case of CLAUSE (j)(ii),
      such Investment is in the form of Capital Stock of one or more other
      Foreign Subsidiaries), and (iii) equity Investments of the Borrower or any
      Subsidiary Guarantor in Foreign Subsidiaries; PROVIDED, HOWEVER, that the
      aggregate amount of Investments made pursuant to CLAUSE (j)(iii) (other
      than any such Investments constituting Exempted Foreign Intercompany
      Transactions), together with the aggregate principal amount of
      Indebtedness incurred pursuant to CLAUSE (d)(ii) of SECTION 7.2.2 (other
      than any such Indebtedness (x) into which any Investment by the Borrower
      or a Subsidiary Guarantor in a Foreign Subsidiary that was outstanding on
      the Closing Date was converted, (y) incurred to finance any acquisition
      permitted hereunder or (z) outstanding on the Closing Date) and CLAUSE (h)
      of SECTION 7.2.2, shall not exceed $50,000,000 at any time outstanding;

            (k) Investments constituting Permitted Acquisitions;

            (l) extensions of trade credit in the ordinary course of business;

            (m) Investments in Hedging Obligations permitted hereunder;

            (n) Investments made by the Borrower or any Subsidiary Guarantor in
      Advanstar IH and Advanstar.com in an aggregate amount not to exceed
      $30,000,000; PROVIDED, HOWEVER, that any such Investments shall consist
      solely of loans made to Advanstar IH and/or Advanstar.com and, (i) to the
      extent requested by the Agents, shall be evidenced by one or more
      promissory notes in form and substance satisfactory to the Agents which
      shall be duly executed and delivered to (and indorsed to the order of) the
      Administrative Agent in pledge pursuant to a Pledge Agreement, and (ii)
      shall not be forgiven or otherwise discharged for any consideration other
      than payment (Dollar for Dollar) in cash unless the Agents otherwise
      consent;

            (o) Investments (including debt obligations and Capital Stock)
      received in connection with the bankruptcy or reorganization of suppliers
      and customers and in settlement of delinquent obligations of and other
      disputes with customers and suppliers arising in the ordinary course of
      business;

            (p) Investments consisting of the purchase by the Borrower and the
      Restricted Subsidiaries of the Capital Stock of SeCA and Advanstar
      Wideband not owned by them on the Closing Date;

            (q) Investments in Joint Ventures in an aggregate amount not to
      exceed $30,000,000 over the term of this Agreement;


                                      -94-

<PAGE>



            (r) Investments consisting of transactions permitted pursuant to
      CLAUSE (a) or (c) of SECTION 7.2.8; and

            (s) other Investments in an aggregate amount not to exceed
      $10,000,000 at any time outstanding;

PROVIDED, HOWEVER, that

            (t) any Investment which when made complies with the requirements of
      the definition of the term "Cash Equivalent Investment" may continue to be
      held notwithstanding that such Investment if made thereafter would not
      comply with such requirements; and

            (u) no Investment otherwise permitted by CLAUSE (c) (except to the
      extent permitted under SECTION 7.2.2), (g), (h) (to the extent that the
      applicable Letter of Credit relates to Indebtedness permitted under CLAUSE
      (c) of SECTION 7.2.2), (k), (n), (q) or (s) shall be permitted to be made
      if, immediately before or after giving effect thereto, any Default shall
      have occurred and be continuing.

      SECTION 7.2.6. RESTRICTED PAYMENTS, ETC.

            (a) The Borrower will not, and will not permit any Restricted
      Subsidiary to, declare, pay or make any payment, dividend, distribution or
      exchange (in cash, property or obligations) on or in respect of any class
      of Capital Stock (now or hereafter outstanding) of the Borrower or on any
      warrants, options or other rights with respect to any class of Capital
      Stock (now or hereafter outstanding) of the Borrower (other than (i)
      dividends or distributions payable in its Capital Stock or warrants to
      purchase its Capital Stock and (ii) splits or reclassifications of its
      Capital Stock into additional or other shares of its Capital Stock) or
      apply, or permit any Restricted Subsidiary to apply, any of its funds,
      property or assets to the purchase, redemption, exchange, sinking fund or
      other retirement of, or agree or permit any Subsidiary to purchase, redeem
      or exchange, any shares of any class of Capital Stock (now or hereafter
      outstanding) of the Borrower, or warrants, options or other rights with
      respect to any shares of any class of Capital Stock (now or hereafter
      outstanding) of the Borrower; and

            (b) the Borrower will not, and will not permit any Restricted
      Subsidiary to, (i) directly or indirectly make any payment or prepayment
      of principal of, or make any payment of interest on, any Senior
      Subordinated Debt on any day other than the stated, scheduled date for
      such payment or prepayment set forth in the Senior Subordinated Debt
      Documents or which would violate the subordination provisions of such
      Senior Subordinated Debt, or (ii) redeem, purchase or defease any Senior
      Subordinated Debt;

(the foregoing prohibited acts referred to in CLAUSES (a) and (b) above are
herein collectively referred to as "RESTRICTED PAYMENTS"); PROVIDED, HOWEVER,
that


                                      -95-

<PAGE>


            (c) the Borrower shall be permitted to make Restricted Payments to
      Holdco to the extent necessary to enable Holdco to

                  (i) pay its overhead expenses (including advisory fees in an
            amount not to exceed $1,000,000 in the aggregate in any Fiscal Year)
            in an amount not to exceed $5,000,000 in the aggregate in any Fiscal
            Year;

                  (ii) pay taxes arising out of the Borrower's and the
            Restricted Subsidiaries' operations; and

                  (iii) so long as (A) no Default shall have occurred and be
            continuing on the date such Restricted Payment is declared or to be
            made, nor would a Default result from the making of such Restricted
            Payment, (B) after giving effect to the making of such Restricted
            Payment, the Borrower shall be in PRO FORMA compliance with the
            covenant set forth in CLAUSE (a) of SECTION 7.2.4 for the most
            recent full Fiscal Quarter immediately preceding the date of the
            making of such Restricted Payment for which the relevant financial
            information has been delivered pursuant to CLAUSE (a) or CLAUSE (b)
            of SECTION 7.1.1, and (C) an Authorized Officer of the Borrower
            shall have delivered a certificate to the Administrative Agent in
            form and substance satisfactory to the Administrative Agent
            (including a calculation of the Borrower's PRO FORMA compliance with
            the covenant set forth in CLAUSE (a) of SECTION 7.2.4 in reasonable
            detail) certifying as to the accuracy of CLAUSES (c)(iii)(a) and
            (c)(iii)(b) above,

                        (x) repurchase, redeem or otherwise acquire or retire
                  for value any Capital Stock of Holdco, or any warrant, option
                  or other right to acquire any such Capital Stock of Holdco or
                  the Capital Stock of any Person that directly or indirectly
                  holds the Capital Stock of Holdco, held by any director,
                  member of management or an employee of the Borrower or any of
                  its Restricted Subsidiaries pursuant to any employment
                  agreement, management equity subscription agreement,
                  restricted stock plan, stock option agreement or other similar
                  arrangement so long as the total amount of such repurchases,
                  redemptions, acquisitions, retirements and payments shall not
                  exceed (1) $15,000,000 over the term of this Agreement PLUS
                  (2) the aggregate cash proceeds and aggregate principal amount
                  of any notes received by the Borrower during such calendar
                  year from any reissuance of Capital Stock of Holdco, and
                  warrants, options and other rights to acquire Capital Stock of
                  Holdco, by Holdco or the Borrower to directors, members of
                  management and employees of the Borrower and its Restricted
                  Subsidiaries (to the extent such proceeds are not otherwise
                  required to be applied pursuant to CLAUSE (d) of SECTION
                  3.1.1); and

                        (y) make cash payments of interest with respect to the
                  Holdco Discount Debentures in accordance with the terms
                  thereof;


                                      -96-

<PAGE>



            (d) the Borrower may make Restricted Payments included in the
      Transaction;

            (e) the Borrower may redeem the Existing Senior Subordinated Notes
      pursuant to the Existing Senior Subordinated Notes Redemption Offer and
      may redeem or defease any Existing Senior Subordinated Notes not tendered
      in response to the Existing Senior Subordinated Notes Redemption Offer;

            (f) the Borrower may redeem, repay or repurchase New Senior
      Subordinated Notes with the proceeds of New Senior Subordinated Notes to
      the extent that such proceeds are not used to redeem, repay, repurchase or
      defease (including legal defeasance and covenant defeasance) Existing
      Senior Subordinated Notes or Bridge Notes;

            (g) if any Bridge Notes are issued, the Borrower may redeem such
      Bridge Notes with the proceeds of any Permanent Financing; and

            (h) the Borrower may pay up to $10,000,000 to redeem, refinance,
      repay or repurchase any Senior Subordinated Debt; PROVIDED, HOWEVER, that
      (i) any such payment must be made withing 270 days of the Closing Date and
      (ii) no Default shall have occurred and be continuing on the date such
      Restricted Payment is declared or to be made, nor would a Default result
      from the making of such Restricted Payment.

      SECTION 7.2.7. CAPITAL EXPENDITURES, ETC. With respect to Capital
Expenditures, the parties covenant and agree as follows:

            (a) The Borrower will not, and will not permit any Restricted
      Subsidiary to, make or commit to make Capital Expenditures in any Fiscal
      Year ending on or after December 31, 2000, except Capital Expenditures of
      the Borrower and its Restricted Subsidiaries not to exceed (i) an amount
      (the "BASE AMOUNT") equal to $15,000,000 in any Fiscal Year, plus (ii) an
      aggregate amount in addition to the Base Amount over the term of this
      Agreement equal to $15,000,000.

            (b) The parties acknowledge and agree that the permitted Capital
      Expenditure level set forth in CLAUSE (a) above shall be exclusive of (i)
      the amount of Capital Expenditures actually made with cash capital
      contributions made to the Borrower or any Restricted Subsidiary, directly
      or indirectly, by any Person other than the Borrower and the Restricted
      Subsidiaries after the Closing Date and specifically identified in a
      certificate delivered by an Authorized Officer of the Borrower to the
      Agents on or about the time such capital contribution or equity issuance
      is made (but in any event prior to the time of the Capital Expenditure
      made with such capital contribution or equity issuance) (PROVIDED,
      HOWEVER, that, to the extent such cash capital contributions or any
      proceeds from such equity issuance constitute Net Equity Proceeds arising
      from the issuance by AHC, Holdco or the Borrower of their respective
      Capital Stock, only that portion of such Net Equity Proceeds which is not
      required to be applied as a prepayment pursuant to CLAUSE (D) of SECTION
      3.1.1 may be used for Capital Expenditures pursuant to this


                                      -97-

<PAGE>



      CLAUSE (b)) and (ii) any portion of any acquisition that is permitted
      under SECTION 7.2.5 (other than pursuant to CLAUSE (d) thereof) that is
      accounted for as a Capital Expenditure.

      SECTION 7.2.8. CONSOLIDATION, MERGER, ETC. The Borrower will not, and will
not permit any Restricted Subsidiary to, liquidate or dissolve, consolidate
with, or merge into or with, any other corporation, or purchase or otherwise
acquire all or substantially all of the assets of any Person (or of any division
thereof), except

            (a) any such Restricted Subsidiary may liquidate or dissolve
      voluntarily into, and may merge with and into, the Borrower (so long as
      the Borrower is the surviving Person of such combination or merger) or any
      other Restricted Subsidiary, and the assets or Capital Stock of any
      Restricted Subsidiary may be purchased or otherwise acquired by the
      Borrower or any other Restricted Subsidiary; PROVIDED, HOWEVER, that
      notwithstanding the above, a Restricted Subsidiary may only liquidate or
      dissolve into, or merge with and into, another Restricted Subsidiary if,
      after giving effect to such combination or merger, the Borrower continues
      to own (directly or indirectly), and the Administrative Agent continues to
      have pledged to it pursuant to a Pledge Agreement, a percentage of the
      issued and outstanding shares of Capital Stock (on a fully diluted basis)
      of the Restricted Subsidiary surviving such combination or merger that is
      equal to or in excess of the percentage of the issued and outstanding
      shares of Capital Stock (on a fully diluted basis) of the Restricted
      Subsidiary that does not survive such combination or merger that was
      (immediately prior to the combination or merger) owned by the Borrower or
      pledged to the Administrative Agent;

            (b) so long as no Default has occurred and is continuing or would
      occur after giving effect thereto, the Borrower or any Restricted
      Subsidiary may purchase all or substantially all of the assets of any
      Person (or any division thereof) not then a Restricted Subsidiary, or
      acquire such Person by merger (so long as, if the Borrower is a party to
      such combination or merger, the Borrower is the surviving Person of such
      combination or merger), if permitted (without duplication) pursuant to
      SECTION 7.2.7 or CLAUSES (e), (f), (k), (o), (q) or (s) of SECTION 7.2.5;

            (c) so long as no Default has occurred and is continuing or would
      occur after giving effect thereto, the Borrower and Art Expositions
      International, Inc. may liquidate Advanstar Communications Asia Pacific
      within 30 days of the Closing Date; and

            (d) the Borrower and its Restricted Subsidiaries may consummate the
      Transaction.

      SECTION 7.2.9. ASSET DISPOSITIONS, ETC. The Borrower will not, and will
not permit any Restricted Subsidiary to, Dispose or grant options, warrants or
other rights with respect to, all or any part of its assets, whether now owned
or hereafter acquired (including accounts receivable and Capital Stock of
Restricted Subsidiaries) to any Person, unless:



                                      -98-

<PAGE>



            (a) such Disposition is (i) in the ordinary course of its business
      (and does not constitute a sale, transfer, lease, contribution or other
      conveyance of all or a substantial part of the Borrower's and the
      Restricted Subsidiaries' assets, taken as a whole) or is of obsolete or
      worn out property, (ii) permitted by SECTION 7.2.8, or (iii) between the
      Borrower and one of its Restricted Subsidiaries or between Restricted
      Subsidiaries of the Borrower;

            (b) such Disposition constitutes (i) an Investment permitted under
      SECTION 7.2.5, (ii) a Lien permitted under SECTION 7.2.3, or (iii) a
      Restricted Payment permitted under SECTION 7.2.6;

            (c) (i) such Disposition is for fair market value and the
      consideration consists of no less than 75% in cash or is a Lien permitted
      under the PROVISO to CLAUSE (h) of SECTION 7.2.3, (ii) the Net Disposition
      Proceeds received from such Dispositions, together with the Net
      Disposition Proceeds of all other Dispositions made pursuant to this
      CLAUSE (c) does not exceed (individually or in the aggregate) $40,000,000
      over the term of this Agreement and (iii) an amount equal to the Net
      Disposition Proceeds generated from such sale, transfer, lease (except
      leases or subleases pursuant to CLAUSE (i) of SECTION 7.2.3), contribution
      or conveyance, is reinvested in the business of the Borrower and its
      Restricted Subsidiaries or, to the extent required thereunder, is applied
      to prepay the Loans pursuant to the terms of SECTION 3.1.1;

            (d) such Disposition results from a casualty or condemnation in
      respect of such property or assets; or

            (e) such Disposition consists of the sale or discount of overdue
      accounts receivable in the ordinary course of business, but only in
      connection with the compromise or collection thereof.

      SECTION 7.2.10. MODIFICATION OF CERTAIN AGREEMENTS. The Borrower will not,
and will not permit any Restricted Subsidiary to, consent to any amendment,
supplement, amendment and restatement, waiver or other modification of any of
the terms or provisions contained in, or applicable to, the Investors Agreement,
any Senior Subordinated Debt Document or any Transaction Document or any
schedules, exhibits or agreements related thereto (the "RESTRICTED AGREEMENTS"),
in each case which would materially adversely affect the rights or remedies of
the Lenders or any Obligor's ability to perform under any Loan Document or which
would (a) increase the cash consideration payable in respect of the Merger, (b)
in the case of the Merger Agreement, increase the Borrower's or any of its
Restricted Subsidiaries' obligations or liabilities, contingent or otherwise
(other than adjustments to the cash consideration payable in respect of the
Acquisition made pursuant to the terms of the Merger Agreement), (c) in the case
of any Senior Subordinated Debt Document, increase the principal amount of, or
increase the interest rate on, or add or increase any fee with respect to the
Indebtedness evidenced by such Senior Subordinated Debt Document, advance any
dates upon which payments of principal or interest are due thereon or change any
of the covenants with respect thereto in a manner which is

                                      -99-

<PAGE>


more restrictive to the Borrower or any of its Restricted Subsidiaries (other
than, in the case of the Bridge Notes, if any, a change that conforms to a
corresponding change to the provisions hereof) or (d) in the case of any Senior
Subordinated Debt Document, change the subordination provisions thereof
(including any default or conditions to an event of default relating thereto),
or change any collateral therefor (other than to release such collateral), if
(in the case of this CLAUSE (D)), the effect of such amendment or change,
individually or together with all other amendments or changes made, is to
increase the obligations of the obligor thereunder or to confer any additional
rights on the holders of such Senior Subordinated Debt, (or a trustee or other
representative on their behalf).

      SECTION 7.2.11. TRANSACTIONS WITH AFFILIATES. The Borrower will not, and
will not permit any Restricted Subsidiary to, enter into, or cause, suffer or
permit to exist any arrangement or contract with any of its Affiliates (other
than any Obligor or any other Restricted Subsidiary of the Borrower) unless such
arrangement or contract is fair and equitable to the Borrower or such Restricted
Subsidiary and is an arrangement or contract of the kind which would be entered
into by a prudent Person in the position of the Borrower or such Restricted
Subsidiary with a Person which is not one of its Affiliates; PROVIDED, HOWEVER
that the Borrower and its Restricted Subsidiaries shall be permitted to (a)
enter into and perform their obligations, or take any actions contemplated or
permitted, under the Transaction Documents and the Investors Agreement, (b) make
any Restricted Payment permitted under SECTION 7.2.6, (c) enter into and perform
their obligations under arrangements with DLJ and its Affiliates for
underwriting, investment banking and advisory services (including payments of
the fees in respect of advisory services referred to in CLAUSE (c)(i) of SECTION
7.2.6) on usual and customary terms, (d) make payment of reasonable and
customary fees and reimbursement of expenses payable to directors of Holdco and
AHC, (e) enter into employment arrangements with respect to the procurement of
services of directors, officers and employees in the ordinary course of business
and pay reasonable fees in connection therewith and (f) perform their
obligations under any agreement in effect on the Closing Date with, or with
respect to, Advanstar IH or Advanstar.com.

      SECTION 7.2.12. NEGATIVE PLEDGES, RESTRICTIVE AGREEMENTS, ETC. The
Borrower will not, and will not permit any Restricted Subsidiary to, enter into
any agreement prohibiting

            (a) (i) the creation or assumption of any Lien upon its properties,
      revenues or assets, whether now owned or hereafter acquired, securing any
      Obligation or any senior refinancing thereof (other than, in the case of
      any assets acquired with the proceeds of any Indebtedness permitted under
      CLAUSE (c) of SECTION 7.2.2, customary limitations and prohibitions
      contained in such Indebtedness and in the case of any Indebtedness
      permitted under CLAUSES (f), (g), (h) and (i) of SECTION 7.2.2, customary
      limitations in respect of the Foreign Subsidiaries of the Borrower that
      are Restricted Subsidiaries that shall have incurred such Indebtedness and
      their assets), or (ii) the ability of the Borrower or any other Obligor to
      amend or otherwise modify this Agreement or any other Loan Document; or



                                      -100-

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            (b) any Restricted Subsidiary from making any payments, directly or
      indirectly, to the Borrower by way of dividends, advances, repayments of
      loans or advances, reimbursements of management and other intercompany
      charges, expenses and accruals or other returns on investments, or any
      other agreement or arrangement which restricts the ability of any such
      Restricted Subsidiary to make any payment, directly or indirectly, to the
      Borrower (other than customary limitations and prohibitions in any
      Indebtedness permitted under CLAUSES (a), (b), (e), (f), (g), (h) and (i)
      of SECTION 7.2.2 that are applicable to the Restricted Subsidiary that has
      incurred such Indebtedness and its assets; PROVIDED, HOWEVER, that such
      limitations shall be limited solely to such Restricted Subsidiary (and any
      of its Subsidiaries) and its (and their) assets.

      SECTION 7.2.13. SECURITIES OF SUBSIDIARIES. The Borrower will not permit
any Wholly- Owned Subsidiary that is a Restricted Subsidiary to issue any
Capital Stock (whether for value or otherwise) to any Person other than the
Borrower or another Wholly-Owned Subsidiary that is a Restricted Subsidiary.

      SECTION 7.2.14. SALE AND LEASEBACK. The Borrower will not, and will not
permit any Restricted Subsidiary to, enter into any agreement or arrangement
with any other Person providing for the leasing by the Borrower or any
Restricted Subsidiary of real or personal property which has been or is to be
sold or transferred by the Borrower or any Restricted Subsidiary to such other
Person or to any other Person to whom funds have been or are to be advanced by
such Person on the security of such property or rental obligations of the
Borrower or any Restricted Subsidiary.

      SECTION 7.2.15. DESIGNATION OF SENIOR INDEBTEDNESS. The Borrower will not
permit any Indebtedness (other than the Indebtedness incurred hereunder or under
any other the Loan Document) to constitute "Designated Senior Indebtedness" (or
any other similar term) under the Senior Subordinated Debt Documents, without
the consent of the Required Lenders.


                                  ARTICLE VIII

                                EVENTS OF DEFAULT

      SECTION 8.1. LISTING OF EVENTS OF DEFAULT. Each of the following events or
occurrences described below shall constitute an "EVENT OF DEFAULT".

      SECTION 8.1.1. NON-PAYMENT OF OBLIGATIONS. (a) The Borrower shall default
in the payment or prepayment of any principal of any Loan when due or any
Reimbursement Obligations or any deposit of cash for collateral purposes
pursuant to SECTION 2.6.4, as the case may be, or (b) any Obligor shall default
(and such default shall continue unremedied for a period of three Business Days)
in the payment when due of any interest or commitment fee with respect to the
Loans or Commitments or of any other monetary Obligation.



                                      -101-

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      SECTION 8.1.2. BREACH OF WARRANTY. Any representation or warranty of the
Borrower or any other Obligor made or deemed to be made hereunder or in any
other Loan Document executed by it or any other writing or certificate furnished
by or on behalf of the Borrower or any other Obligor to any Lender Party for the
purposes of or in connection with this Agreement or any such other Loan Document
(including any certificates delivered pursuant to ARTICLE V) is or shall be
incorrect when made in any material respect.

      SECTION 8.1.3. NON-PERFORMANCE OF CERTAIN COVENANTS AND OBLIGATIONS. The
Borrower shall default in the due performance and observance of any of its
obligations under SECTIONS 7.1.1(e), 7.1.7(a)(ii), 7.1.9, 7.1.10, 7.1.11, 7.1.12
or 7.2 (other than SECTION 7.2.1).

      SECTION 8.1.4. NON-PERFORMANCE OF OTHER COVENANTS AND OBLIGATIONS. Any
Obligor shall default in the due performance and observance of any other
agreement contained herein or in any other Loan Document executed by it, and
such default shall continue unremedied for a period of 30 days after notice
thereof shall have been given to the Borrower by the Administrative Agent at the
direction of the Required Lenders.

      SECTION 8.1.5. DEFAULT ON OTHER INDEBTEDNESS. A default shall occur (i) in
the payment when due (subject to any applicable grace period), whether by
acceleration or otherwise, of any Indebtedness, other than Indebtedness
described in SECTION 8.1.1, of the Borrower or any of its Restricted
Subsidiaries or Holdco having a principal amount, individually or in the
aggregate for Holdco, the Borrower and the Restricted Subsidiaries, in excess of
$5,000,000, or (ii) a default shall occur in the performance or observance of
any obligation or condition with respect to such Indebtedness having a principal
amount, individually or in the aggregate, in excess of $5,000,000 if the effect
of such default is to accelerate the maturity of any such Indebtedness or such
default shall continue unremedied for any applicable period of time sufficient
to permit the holder or holders of such Indebtedness, or any trustee or agent
for such holders, to cause such Indebtedness to become due and payable prior to
its expressed maturity.

      SECTION 8.1.6. JUDGMENTS. Any judgment or order for the payment of money
in excess of $5,000,000 in the aggregate for Holdco, the Borrower and the
Restricted Subsidiaries (not covered by insurance from a responsible insurance
company that is not denying its liability with respect thereto) shall be
rendered against the Borrower or any Restricted Subsidiary or Holdco and remain
unvacated and unpaid and either (a) enforcement proceedings shall have been
commenced by any creditor upon such judgment or order, or (b) there shall be any
period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in
effect.

      SECTION 8.1.7. PENSION PLANS. Any of the following events shall occur with
respect to any Pension Plan (a) the termination of any Pension Plan if, as a
result of such termination, the Borrower would be required to make a
contribution to such Pension Plan, or would reasonably expect to incur a
liability or obligation to such Pension Plan, in excess of $5,000,000, or


                                                       -102-

<PAGE>



(b) a contribution failure occurs with respect to any Pension Plan sufficient to
give rise to a Lien under Section 302(f) of ERISA in an amount in excess of
$5,000,000.

      SECTION 8.1.8. CHANGE IN CONTROL. Any Change in Control shall occur.

      SECTION 8.1.9. BANKRUPTCY, INSOLVENCY, ETC. The Borrower, any Material
Subsidiary or any other Obligor shall

            (a) become insolvent or generally fail to pay, or admit in writing
      its inability to pay, debts as they become due;

            (b) apply for, consent to, or acquiesce in, the appointment of a
      trustee, receiver, sequestrator or other custodian for the Borrower, any
      Material Subsidiary or any other Obligor or any material property of any
      thereof, or make a general assignment for the benefit of creditors;

            (c) in the absence of such application, consent, acquiescence or
      assignment, permit or suffer to exist the appointment of a trustee,
      receiver, sequestrator or other custodian for the Borrower, any Material
      Subsidiary or any other Obligor or for a substantial part of the property
      of any thereof, and such trustee, receiver, sequestrator or other
      custodian shall not be discharged within 60 days; PROVIDED, HOWEVER, that
      the Borrower, each Material Subsidiary and each other Obligor hereby
      expressly authorizes each Lender Party to appear in any court conducting
      any relevant proceeding during such 60-day period to preserve, protect and
      defend their rights under the Loan Documents;

            (d) permit or suffer to exist the commencement of any bankruptcy,
      reorganization, debt arrangement or other case or proceeding under any
      bankruptcy or insolvency law, or any dissolution, winding up or
      liquidation proceeding, in respect of the Borrower, any Material
      Subsidiary or any other Obligor, and, if any such case or proceeding is
      not commenced by the Borrower, such Material Subsidiary or such other
      Obligor, such case or proceeding shall be consented to or acquiesced in by
      the Borrower, such Material Subsidiary or such other Obligor or shall
      result in the entry of an order for relief or shall remain for 60 days
      undismissed; PROVIDED, HOWEVER, that the Borrower, each Material
      Subsidiary and each other Obligor hereby expressly authorizes each Lender
      Party to appear in any court conducting any such case or proceeding during
      such 60-day period to preserve, protect and defend their rights under the
      Loan Documents; or

            (e) take any action (corporate or otherwise) authorizing, or in
      furtherance of, any of the foregoing.

      SECTION 8.1.10. IMPAIRMENT OF SECURITY, ETC. (a) Any Loan Document, or any
Lien granted thereunder, shall (except in accordance with its terms or pursuant
to an agreement of the parties thereto), in whole or in part, terminate, cease
to be in full force and effect or cease to be the legally valid, binding and
enforceable obligation of any Obligor party thereto, or the


                                      -103-

<PAGE>



Borrower or any other Obligor shall, directly or indirectly, contest in any
manner the effectiveness, validity, binding nature or enforceability thereof, or
(b) any Lien securing any Obligation shall, in whole or in part, cease to be a
perfected first priority Lien, subject only to those exceptions expressly
permitted by the Loan Documents, except to the extent any event referred to
above (i) relates to assets of the Borrower or any Restricted Subsidiary which
are immaterial, (ii) results from the failure of the Administrative Agent to
maintain possession of certificates representing securities pledged under any
Pledge Agreement or to file continuation statements under the UCC of any
applicable jurisdiction or (iii) is covered by a lender's title insurance policy
and the relevant insurer promptly after the occurrence thereof shall have
acknowledged in writing that the same is covered by such title insurance policy.

      SECTION 8.1.11. SUBORDINATED NOTES. The subordination provisions relating
to the Senior Subordinated Debt or any other subordinated debt of the Borrower
or any of its Restricted Subsidiaries (the "SUBORDINATION PROVISIONS") shall
fail to be enforceable by the Lenders (which have not effectively waived the
benefits thereof) in accordance with the terms thereof, or the principal or
interest on any Loan, Reimbursement Obligation or other Obligations shall fail
to constitute "Senior Indebtedness" (as defined in any Senior Subordinated Debt
Document) or "senior indebtedness" (or any other similar term) under any
document instrument or agreement evidencing any such other subordinated debt; or
the Borrower or any of its Subsidiaries shall, directly or indirectly, disavow
or contest in any manner (i) the effectiveness, validity or enforceability of
any of the Subordination Provisions, or (ii) that any of such Subordination
Provisions exist for the benefit of the Agents and the Lenders.

      SECTION 8.2. ACTION IF BANKRUPTCY, ETC. If any Event of Default described
in CLAUSES (b), (c) and (d) of SECTION 8.1.9 shall occur with respect to any
Obligor (other than Subsidiaries that are not Material Subsidiaries), the
Commitments (if not theretofore terminated) shall automatically terminate and
the outstanding principal amount of all outstanding Loans and all other
Obligations (including Reimbursement Obligations) shall automatically be and
become immediately due and payable, without notice or demand and the Borrower
shall automatically and immediately be obligated to Cash Collateralize all
Letter of Credit Outstandings.

      SECTION 8.3. ACTION IF OTHER EVENT OF DEFAULT. If any Event of Default
(other than an Event of Default described in CLAUSES (b), (c) and (d) of SECTION
8.1.9 with respect to any Obligor (other than Subsidiaries that are not Material
Subsidiaries)) shall occur for any reason, whether voluntary or involuntary, and
be continuing, the Administrative Agent, upon the direction of the Required
Lenders, shall by notice to the Borrower declare all or any portion of the
outstanding principal amount of the Loans and other Obligations (including
Reimbursement Obligations) to be due and payable, require the Borrower to Cash
Collateralize all Letter of Credit Outstandings and/or declare the Commitments
(if not theretofore terminated) to be terminated, whereupon the full unpaid
amount of such Loans and other Obligations which shall be so declared due and
payable shall be and become immediately due and payable, without further notice,
demand or presentment, and/or, as the case may be, the Commitments shall
terminate and the Borrower shall automatically and immediately be obligated to
Cash Collateralize all Letter of Credit Outstandings.


                                      -104-

<PAGE>



                                   ARTICLE IX

                                   THE AGENTS

      SECTION 9.1. ACTIONS. Each Lender hereby appoints DLJ as its Syndication
Agent and Fleet as its Administrative Agent under and for purposes of this
Agreement and each other Loan Document. Each Lender authorizes the Agents to act
on behalf of such Lender under this Agreement and each other Loan Document and,
in the absence of other written instructions from the Required Lenders received
from time to time by the Agents (with respect to which each of the Agents agrees
that it will comply, except as otherwise provided in this Section or as
otherwise advised by counsel), to exercise such powers hereunder and thereunder
as are specifically delegated to or required of the Agents by the terms hereof
and thereof, together with such powers as may be reasonably incidental thereto.
Each Lender hereby indemnifies (which indemnity shall survive any termination of
this Agreement) the Agents, ratably in accordance with their respective Term
Loans outstanding and Commitments (or, if no Term Loans or Commitments are at
the time outstanding and in effect, then ratably in accordance with the
principal amount of Term Loans held by such Lender and their respective
Commitments as in effect in each case on the date of the termination of this
Agreement), from and against any and all liabilities, obligations, losses,
damages, claims, costs or expenses of any kind or nature whatsoever which may at
any time be imposed on, incurred by, or asserted against, either of the Agents
in any way relating to or arising out of this Agreement and any other Loan
Document, including reasonable attorneys' fees, and as to which any Agent is not
reimbursed by the Borrower or any other Obligor (and without limiting the
obligation of the Borrower or any other Obligor to do so); PROVIDED, HOWEVER,
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, claims, costs or expenses to the
extent determined by a court of competent jurisdiction in a final proceeding to
have resulted from such Agent's gross negligence or willful misconduct. The
Agents shall not be required to take any action hereunder or under any other
Loan Document, or to prosecute or defend any suit in respect of this Agreement
or any other Loan Document, unless it is indemnified hereunder to its
satisfaction. If any indemnity in favor of either of the Agents shall be or
become, in such Agent's determination, inadequate, such Agent may call for
additional indemnification from the Lenders and cease to do the acts indemnified
against hereunder until such additional indemnity is given. The Borrower and the
Lenders agree that the Administrative Agent may delegate any of its duties under
this Agreement to any of its Affiliates. Any such Affiliate (and such
Affiliate's directors, officers, agents and employees) which performs duties in
connection with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which such Agent is
entitled under ARTICLES IX and X.

      SECTION 9.2. FUNDING RELIANCE, ETC. Unless the Administrative Agent shall
have been notified by telephone, confirmed in writing, by any Lender by 2:00
p.m., Boston, Massachusetts time, on the Business Day prior to a Borrowing or
disbursement with respect to a Letter of Credit pursuant to SECTION 2.6.2 that
such Lender will not make available the amount which would constitute its
Percentage of such Borrowing on the date specified therefor, the


                                      -105-

<PAGE>



Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent and, in reliance upon such assumption, make
available to the Borrower a corresponding amount. If and to the extent that such
Lender shall not have made such amount available to the Administrative Agent,
such Lender severally agrees and the Borrower agrees to repay the Administrative
Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date the Administrative Agent made such amount
available to the Borrower to the date such amount is repaid to the
Administrative Agent, (a) in the case of a Lender, at the Federal Funds Rate,
and (b) in the case of the Borrower, at the interest rate applicable at the time
to Loans comprising such Borrowing.

      SECTION 9.3. EXCULPATION; NOTICE OF DEFAULT. (a) None of the Agents or the
Lead Arranger nor any of their respective directors, officers, employees or
agents shall be liable to any Lender or the Borrower for any action taken or
omitted to be taken by it under any Loan Document, or in connection herewith or
therewith, except for its own willful misconduct or gross negligence, nor
responsible for any recitals or warranties herein or therein, nor for the
effectiveness, enforceability, validity or due execution of any Loan Document,
nor for the creation, perfection or priority of any Liens purported to be
created by any of the Loan Documents, or the validity, genuineness,
enforceability, existence, value or sufficiency of any collateral security, nor
to make any inquiry respecting the performance by the Borrower of its
obligations hereunder or under any other Loan Document. Any such inquiry which
may be made by any Agent or any Issuer shall not obligate it to make any further
inquiry or to take any action. The Agents and each Issuer shall be entitled to
rely upon advice of counsel concerning legal matters and upon any notice,
consent, certificate, statement or writing which the Agents or the Issuers, as
applicable, believe to be genuine and to have been presented by a proper Person.

      (b) No Agent shall be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default hereunder, other than an Event of Default of
the types specified in SECTION 8.1.1, unless such Agent has received written
notice from (i) in the case of the Administrative Agent, a Lender or the
Borrower referring to this Agreement describing such Default or Event of Default
and stating that such notice is a "notice of default" and (ii) in the case of
the Syndication Agent, from the Administrative Agent as set forth in the
immediately following sentence. In the event that the Administrative Agent
receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Syndication Agent and the Lenders.

      SECTION 9.4. SUCCESSOR. The Syndication Agent may resign as such upon one
Business Day's notice to the Borrower and the Administrative Agent. The
Administrative Agent may resign as such at any time upon at least 30 days' prior
notice to the Borrower and all Lenders. If the Administrative Agent at any time
shall resign, the Required Lenders may, with the prior consent of the Borrower
(which consent shall not be unreasonably withheld and will not be required
during the continuance of an Event of Default), appoint another Lender as a
successor Administrative Agent which shall thereupon become the Administrative
Agent hereunder. If no successor Administrative Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Administrative Agent's giving notice of
resignation, then the retiring Administrative Agent may,


                                      -106-

<PAGE>



on behalf of the Lenders, appoint a successor Administrative Agent, which shall
be one of the Lenders or a commercial banking institution organized under the
laws of the United States or a United States branch or agency of a commercial
banking institution, and having a combined capital and surplus of at least
$500,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall be entitled to receive from the retiring Administrative Agent such
documents of transfer and assignment as such successor Administrative Agent may
reasonably request, and shall thereupon succeed to and become vested with all
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Administrative Agent's
resignation hereunder as the Administrative Agent, the provisions of (i) this
ARTICLE IX shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was the Administrative Agent under this Agreement, and (ii)
SECTION 10.3 and SECTION 10.4 shall continue to inure to its benefit.

      SECTION 9.5. CREDIT EXTENSIONS BY EACH AGENT. Each Agent and each Issuer
shall have the same rights and powers with respect to (a) (i) in the case of an
Agent, the Credit Extensions made by it or any of its Affiliates and (ii) in the
case of an Issuer, the Loans made by it or any of its Affiliates, and (b) the
Notes held by it or any of its Affiliates as any other Lender and may exercise
the same as if it were not an Agent or Issuer. Each Agent, each Issuer and each
of their respective Affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrower or any Subsidiary or
Affiliate of the Borrower as if such Agent or Issuer were not an Agent or Issuer
hereunder.

      SECTION 9.6. CREDIT DECISIONS. Each Lender acknowledges that it has,
independently of each other Lender Party, and based on such Lender's review of
the financial information of the Borrower, this Agreement, the other Loan
Documents (the terms and provisions of which being satisfactory to such Lender)
and such other documents, information and investigations as such Lender has
deemed appropriate, made its own credit decision to extend its Commitments. Each
Lender also acknowledges that it will, independently of each other Lender Party,
and based on such other documents, information and investigations as it shall
deem appropriate at any time, continue to make its own credit decisions as to
exercising or not exercising from time to time any rights and privileges
available to it under any Loan Document.

      SECTION 9.7. COPIES, ETC. The Administrative Agent shall give prompt
notice to each Lender of each notice or request required or permitted to be
given to the Administrative Agent by the Borrower pursuant to the terms of this
Agreement (unless concurrently delivered to the Lenders by the Borrower). The
Administrative Agent will promptly distribute to each Lender each document or
instrument received for such Lender's account and copies of all other
communications received by the Administrative Agent from the Borrower for
distribution to the Lenders by the Administrative Agent in accordance with the
terms of this Agreement.

      SECTION 9.8. THE SYNDICATION AGENT AND THE ADMINISTRATIVE AGENT.
Notwithstanding anything else to the contrary contained in this Agreement or any
other Loan Document, the


                                      -107-

<PAGE>



Agents, in their respective capacities as such, each in such capacity, shall
have no duties or responsibilities under this Agreement or any other Loan
Document nor any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Agreement or otherwise exist against either Agent, as
applicable, in such capacity except as are explicitly set forth herein or in the
other Loan Documents.

      SECTION 9.9. DOCUMENTATION AGENT. The Lender identified on the signature
pages of this Agreement as the "Documentation Agent" shall not have any right,
power, obligation, liability, responsibility or duty under this Agreement (or
any other Loan Document) other than those applicable to all Lenders as such.
Without limiting the foregoing, the Lender so identified as the "Documentation
Agent" shall not have or be deemed to have any fiduciary relationship with any
other Lender. Each Lender acknowledges that it has not relied, and will not
rely, on the Lender so identified as the "Documentation Agent" in deciding to
enter into this Agreement and each other Loan Document to which it is a party or
in taking or not taking action hereunder or thereunder.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

      SECTION 10.1. WAIVERS, AMENDMENTS, ETC. The provisions of this Agreement
and of each other Loan Document may from time to time be amended, modified or
waived, if such amendment, modification or waiver is in writing and consented to
by the Borrower and each Obligor party thereto and by the Required Lenders;
PROVIDED, HOWEVER, that any such amendment, modification or waiver of the type
set forth below shall require the consent of the Person or Persons described
below for such amendment, modification or waiver:

            (a) Unless consented to by each Lender, no such amendment,
      modification or waiver shall be effective if it would modify any
      requirement hereunder that any particular action be taken by all the
      Lenders, all the Lenders with respect to any Tranche of Loans or
      Commitments or by the Required Lenders, release AHC from its obligations
      under the AHC Guaranty and Pledge Agreement, release Holdco from its
      obligations under the Holdco Guaranty and Pledge Agreement, release any
      Subsidiary Guarantor or Subsidiary Guarantors that individually or in the
      aggregate constitute a Substantial Subsidiary from its or their
      obligations under the Subsidiary Guaranty (except as otherwise provided in
      the Subsidiary Guaranty), if any, or release all or substantially all of
      the collateral security (except in each case as otherwise specifically
      provided in this Agreement, any such Subsidiary Guaranty or a Pledge
      Agreement).

            (b) Unless consented to by each Lender adversely affected thereby,
      no such amendment, modification or waiver shall be effective if it would
      modify this SECTION 10.1 or CLAUSE (a) of SECTION 10.10, change the
      definition of "Required Lenders", increase any Commitment Amount or the
      Percentage of any Lender (other than pursuant to


                                      -108-

<PAGE>


      SECTION 2.2.2), reduce any fees described in SECTION 3.3 (other than the
      administration fee referred to in SECTION 3.3.2) or extend any Commitment
      Termination Date.

            (c) No such amendment, modification or waiver shall be effective if
      it would extend the Stated Maturity Date for any Loan or reduce the
      principal amount of or rate of interest on or fees payable in respect of
      any Loan or any Reimbursement Obligations (which shall in each case
      include the conversion of all or any part of the Obligations into equity
      of any Obligor), unless such amendment, modification or waiver shall have
      been consented to by the Lender which has made such Loan or, in the case
      of a Reimbursement Obligation, the Issuer owed, and those Lenders
      participating in, such Reimbursement Obligation.

            (d) No such amendment, modification or waiver shall be effective if
      it would affect adversely the interests, rights or obligations of any
      Agent, Issuer or Lead Arranger (in its capacity as Agent, Issuer or Lead
      Arranger), unless such amendment, modification or waiver shall have been
      consented to by such Agent, Issuer or Lead Arranger, as the case may be.

            (e) No such amendment, modification or waiver shall be effective if
      it would amend, modify or waive the provisions of CLAUSE (a)(i)(a) of
      SECTION 3.1.1 or CLAUSE (b) of SECTION 3.1.2 or effect any amendment,
      modification or waiver that by its terms adversely affects the rights of
      Lenders participating in any Tranche differently from those of Lenders
      participating in other Tranches, unless such amendment, modification or
      waiver shall have been consented to by the holders of at least a majority
      of the aggregate amount of Loans outstanding under the Tranche or Tranches
      affected by such modification, or, in the case of a modification affecting
      the Revolving Loan Commitments, the Lenders holding at least a majority of
      the Revolving Loan Commitments.

No failure or delay on the part of any Lender Party in exercising any power or
right under any Loan Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power or right preclude any other or
further exercise thereof or the exercise of any other power or right. No notice
to or demand on the Borrower in any case shall entitle it to any notice or
demand in similar or other circumstances. No waiver or approval by any Lender
Party under any Loan Document shall, except as may be otherwise stated in such
waiver or approval, be applicable to subsequent transactions. No waiver or
approval hereunder shall require any similar or dissimilar waiver or approval
thereafter to be granted hereunder.

      For purposes of this SECTION 10.1, the Syndication Agent, in coordination
with the Administrative Agent, shall have primary responsibility, together with
the Borrower, in the negotiation, preparation and documentation relating to any
amendment, modification or waiver under this Agreement, any other Loan Document
or any other agreement or document related hereto or thereto contemplated
pursuant to this Section.


                                      -109-

<PAGE>



      SECTION 10.2. NOTICES. All notices and other communications provided to
any party under any Loan Document, unless otherwise expressly provided herein,
shall be in writing or by facsimile and addressed, delivered or transmitted to
such party (a) in the case of any Lender by any party other than the
Administrative Agent, to such Lender in care of the Administrative Agent at its
address or facsimile number set forth on Schedule II hereto (and the
Administrative Agent shall promptly forward such notice to the address or
facsimile number of such Lender set forth on Schedule II hereto or in the Lender
Assignment Agreement pursuant to which such Lender became a Lender hereunder),
(b) in the case of any Lender by the Administrative Agent, to such Lender at its
address or facsimile number set forth on its signature page hereto or in the
Lender Assignment Agreement pursuant to which it became a party hereto or (c) in
the case of any Agent or the Borrower, at its address or facsimile number set
forth on SCHEDULE II hereto, or, in any case, at such address or facsimile
number as may be designated by such party in a notice to the other parties. Any
such notice and other communication, if mailed and properly addressed with
postage prepaid or if properly addressed and sent by pre-paid courier service,
shall be deemed given when received; any such notice or other communication, if
transmitted by facsimile, shall be deemed given when transmitted and
electronically confirmed.

      SECTION 10.3. PAYMENT OF COSTS AND EXPENSES. The Borrower agrees to pay on
demand all reasonable expenses of each of the Agents (including the reasonable
fees and out-of- pocket expenses of (i) a single counsel to the Agents and (ii)
local or foreign counsel, if any, who may be retained by such legal counsel to
the Agents) in connection with

            (a) the syndication by the Syndication Agent and the Lead Arranger
      of the Loans, the negotiation, preparation, execution and delivery of this
      Agreement and of each other Loan Document (whether or not executed or
      effective), including schedules and exhibits, and any amendments, waivers,
      consents, supplements or other modifications to this Agreement or any
      other Loan Document as may from time to time hereafter be required,
      whether or not the transactions contemplated hereby are consummated;

            (b) the filing, recording, refiling or rerecording of any Loan
      Document and/or any UCC financing statements relating thereto and all
      amendments, supplements and modifications to any thereof and any and all
      other documents or instruments of further assurance required to be filed
      or recorded or refiled or rerecorded by the terms hereof or of such Loan
      Document; and

            (c) the preparation and review of any document or instrument
      relevant to any Loan Document.

The Borrower further agrees to pay, and to save the Lender Parties harmless from
all liability for, any stamp or other similar taxes which may be payable in
connection with the execution or delivery of this Agreement, the Credit
Extensions made hereunder or the issuance of any Notes or Letters of Credit or
any other Loan Documents. The Borrower also agrees to reimburse each Lender
Party upon demand for all reasonable out-of-pocket expenses (including
reasonable attorneys' fees and legal expenses) incurred by such Lender Party in
connection with (x) the


                                      -110-

<PAGE>



negotiation of any restructuring or "work-out", whether or not consummated, of
any Obligations and (y) the enforcement of any Obligations.

      SECTION 10.4. INDEMNIFICATION. In consideration of the execution and
delivery of this Agreement by each Lender and the extension of the Commitments,
the Borrower hereby, to the fullest extent permitted under applicable law,
indemnifies, exonerates and holds each Lender Party and each of their respective
Affiliates, and each of their respective partners, officers, directors,
employees and agents, and each other Person controlling any of the foregoing
within the meaning of either Section 15 of the Securities Act of 1933, as
amended, or Section 20 of the Securities Exchange Act of 1934, as amended
(collectively, the "INDEMNIFIED PARTIES"), free and harmless from and against
any and all actions, causes of action, suits, losses, costs, liabilities and
damages, and expenses actually incurred in connection therewith (irrespective of
whether any such Indemnified Party is a party to the action for which
indemnification hereunder is sought), including reasonable attorneys' fees and
disbursements (collectively, the "INDEMNIFIED LIABILITIES"), incurred by the
Indemnified Parties or any of them as a result of, or arising out of, or
relating to

            (a) any transaction financed or to be financed in whole or in part,
      directly or indirectly, with the proceeds of any Credit Extension;

            (b) the entering into and performance of this Agreement and any
      other Loan Document by any of the Indemnified Parties (excluding any
      successful action brought by or on behalf of the Borrower as the result of
      any failure by any Lender to make any Credit Extension hereunder);

            (c) any investigation, litigation or proceeding related to any
      acquisition or proposed acquisition by the Borrower or any of its
      Subsidiaries of all or any portion of the Capital Stock or assets of any
      Person, whether or not such Lender Party is party thereto;

            (d) any alleged or actual investigation, litigation or proceeding
      related to any environmental cleanup, audit or noncompliance with or
      liability under any Environmental Law relating to the use, ownership or
      operation by Holdco, the Borrower or any of their respective Subsidiaries
      of any Hazardous Material; or

            (e) the presence on or under, or the escape, seepage, leakage,
      spillage, discharge, emission or release from, any real property owned or
      operated by Holdco, the Borrower or any Subsidiary thereof of any
      Hazardous Material present on or under such property in a manner giving
      rise to liability at or prior to the time Holdco, the Borrower or such
      Subsidiary owned or operated such property (including any losses,
      liabilities, damages, injuries, costs, expenses or claims asserted or
      arising under any Environmental Law), regardless of whether caused by, or
      within the control of, Holdco, the Borrower or such Subsidiary,



                                      -111-

<PAGE>



except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's gross
negligence or willful misconduct or any Hazardous Materials that are
manufactured, emitted, generated, treated, released, stored or disposed of on
any real property of the Borrower or any of its Subsidiaries or any violation of
Environmental Law that occurs on or with respect to any real property of the
Borrower or any of its Subsidiaries to the extent occurring after such real
property is transferred to any Indemnified Person or its successor by
foreclosure sale, deed in lieu of foreclosure, or similar transfer, except to
the extent such manufacture, emission, release, generation, treatment, storage
or disposal or violation is actually caused by Holdco, the Borrower or any of
the Borrower's Subsidiaries. The Borrower and its permitted successors and
assigns hereby waive, release and agree not to make any claim, or bring any cost
recovery action against, any Lender Party under CERCLA or any state equivalent,
or any similar law now existing or hereafter enacted, except to the extent
arising out of the gross negligence or willful misconduct of any Indemnified
Party or arising out of any Hazardous Materials that are manufactured, emitted,
generated, treated, released, stored or disposed of on any real property of the
Borrower or any of its Subsidiaries or any violation of Environmental Law that
occurs on or with respect to any real property of the Borrower or any of its
Subsidiaries to the extent occurring after such real property is transferred to
any Indemnified Person or its successor by foreclosure sale, deed in lieu of
foreclosure, or similar transfer. It is expressly understood and agreed that to
the extent that any Indemnified Party is strictly liable under any Environmental
Laws, the Borrower's obligation to such Indemnified Party under this indemnity
shall likewise be without regard to fault on the part of the Borrower, to the
extent permitted under applicable law, with respect to the violation or
condition which results in liability of such Indemnified Party. Notwithstanding
anything to the contrary herein, each Lender Party shall be responsible with
respect to any Hazardous Materials that are manufactured, emitted, generated,
treated, released, stored or disposed of on any real property of the Borrower or
any of its Subsidiaries or any violation of Environmental Law that occurs on or
with respect to any such real property to the extent it occurs after such real
property is transferred to any Lender Party to its successor by foreclosure
sale, deed in lieu of foreclosure, or similar transfer, except to the extent
such manufacture, emission, release, generation, treatment, storage or disposal
or violation is actually caused by Holdco, the Borrower or any of the Borrower's
Subsidiaries. If and to the extent that the foregoing undertaking may be
unenforceable for any reason, the Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified
Liabilities which is permissible under applicable law.

      SECTION 10.5. SURVIVAL. The obligations of the Borrower under SECTIONS
4.3, 4.4, 4.5, 4.6, 10.3 and 10.4, and the obligations of the Lenders under
SECTIONS 4.8 and 9.1, shall in each case survive any termination of this
Agreement, the payment in full of all Obligations and the termination of all
Commitments. The representations and warranties made by the Borrower and each
other Obligor in this Agreement and in each other Loan Document shall survive
the execution and delivery of this Agreement and each such other Loan Document.

      SECTION 10.6. SEVERABILITY. Any provision of this Agreement or any other
Loan Document which is prohibited or unenforceable in any jurisdiction shall, as
to such provision


                                      -112-

<PAGE>



and such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or such Loan Document or affecting the validity or enforceability of such
provision in any other jurisdiction.

      SECTION 10.7. HEADINGS. The various headings of this Agreement and of each
other Loan Document are inserted for convenience only and shall not affect the
meaning or interpretation of this Agreement or such other Loan Document or any
provisions hereof or thereof.

      SECTION 10.8. EXECUTION IN COUNTERPARTS; EFFECTIVENESS. This Agreement may
be executed by the parties hereto in several counterparts, each of which shall
be deemed to be an original and all of which shall constitute together but one
and the same agreement. This Agreement shall become effective when counterparts
hereof executed on behalf of each of the parties hereto shall have been received
by the Agents.

      SECTION 10.9. GOVERNING LAW; ENTIRE AGREEMENT. THIS AGREEMENT, ANY NOTES
AND, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED THEREIN, EACH OTHER LOAN
DOCUMENT SHALL EACH BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement and the other Loan
Documents constitute the entire understanding among the parties hereto with
respect to the subject matter hereof and supersede any prior agreements, written
or oral, with respect thereto. Upon the execution and delivery of this Agreement
by the parties hereto, all obligations and liabilities of DLJ Merchant Banking
III, Inc., if any, under or relating or with respect to the Commitment Letter
shall be terminated and of no further force or effect.

      SECTION 10.10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns; PROVIDED, HOWEVER, that (a) the Borrower may not assign
or transfer its rights or obligations hereunder without the prior written
consent of each of the Agents and all Lenders, and (b) the rights of sale,
assignment and transfer of the Lenders are subject to SECTION 10.11.

      SECTION 10.11. SALE AND TRANSFER OF LOANS AND COMMITMENTS; PARTICIPATIONS
IN LOANS. Each Lender may assign, or sell participations in, its Loans and
Commitments to one or more other Persons, on a non PRO RATA basis (except as
provided below), in accordance with this SECTION 10.11.

      SECTION 10.11.1. ASSIGNMENTS. Any Lender (the "ASSIGNOR LENDER"),

            (a) with the prior written consents of the Borrower, the Agents and
      (in the case of any assignment of participations in Letters of Credit or
      Revolving Loan Commitments) each Issuer (which consents (i) shall not be
      unreasonably delayed or withheld, (ii) of the Agents and each Issuer shall
      not be required in the case of assignments made by or to DLJ or Credit
      Suisse First Boston, the Administrative Agent or any of their Affiliates
      and


                                      -113-

<PAGE>



      (iii) of the Borrower shall not be required if (A) an Event of Default
      shall have occurred and be continuing or (B) such Person is taking
      delivery of an assignment in connection with physical settlement of a
      credit derivatives transaction), may at any time assign and delegate to
      one or more commercial banks, other financial institutions, or funds which
      are primarily engaged in making, purchasing or investing in loans of the
      type made pursuant to this Agreement, and

            (b) with notice to the Borrower, the Agents and (in the case of any
      assignment of participations in Letters of Credit or Revolving Loan
      Commitments) each Issuer, but without the consent of the Borrower, the
      Agents or any Issuer, may assign and delegate to any of its Affiliates or
      Related Funds or to any other Lender or any Affiliate or Related Fund

(each Person described in either of the foregoing clauses as being the Person to
whom such assignment and delegation is to be made, being hereinafter referred to
as an "ASSIGNEE LENDER"), all or any fraction of such Assignor Lender's Loans,
participations in Letters of Credit and Letter of Credit Outstandings with
respect thereto and Commitments (which assignment and delegation shall be, as
among Revolving Loan Commitments, Revolving Loans and participations in Letters
of Credit, of a constant, and not a varying, percentage), in a minimum aggregate
amount (except in the case of an assignment (x) of the entire remaining amount
of the assigning Lender's Commitment and the Loans at the time owing to it or
(y) to a Lender or an Affiliate of any Lender or a Related Fund) of, unless the
Borrower and the Agents otherwise consent, (i) $5,000,000, in the case of
Revolving Loan Commitments, Revolving Loans and participations in Letters of
Credit and (ii) $1,000,000, in the case of Term Loans; PROVIDED, HOWEVER, that
any such Assignee Lender will comply, if applicable, with the provisions
contained in SECTION 4.6; PROVIDED, HOWEVER, that (A) assignments that are made
on the same day to funds that (x) invest in commercial loans and (y) are managed
or advised by the same investment advisor or any Affiliate of such investment
advisor may be treated as a single assignment for purposes of the minimum amount
and (B) no minimum amount shall be required in the case of any assignment
between two Lenders so long as the Assignor Lender has an aggregate amount of
Loans and Commitments of at least $5,000,000, in the case of Revolving Loans and
Revolving Loan Commitments, and $1,000,000, in the case of Term Loans following
such assignment; PROVIDED, FURTHER, HOWEVER, that if consent of the Borrower is
required pursuant to this SECTION, the Borrower shall be deemed to have given
such consent five Business Days after the date notice thereof has been delivered
by the assigning Lender (through the Administrative Agent) unless such consent
is expressly refused in writing by the Borrower prior to such fifth Business
Day; and PROVIDED, FURTHER, HOWEVER, that the Borrower, each other Obligor and
the Agents shall be entitled to continue to deal solely and directly with such
Assignor Lender in connection with the interests so assigned and delegated to an
Assignee Lender until

                  (i) written notice of such assignment and delegation, together
            with payment instructions, addresses and related information with
            respect to such Assignee Lender, shall have been given to the
            Borrower and the Agents by such Assignor Lender and such Assignee
            Lender,


                                      -114-

<PAGE>



                  (ii) such Assignor Lender and Assignee Lender shall have
            executed and delivered to the Borrower and the Agents a Lender
            Assignment Agreement, accepted by the Agents,

                  (iii) the processing fees described below shall have been
            paid, and

                  (iv) the Administrative Agent shall have registered such
            assignment and delegation in the Register pursuant to CLAUSE (B) of
            SECTION 2.7.

From and after the date that the Agents accept such Lender Assignment Agreement
and such assignment and delegation is registered in the Register pursuant to
CLAUSE (b) of SECTION 2.7, (x) the Assignee Lender thereunder shall be deemed
automatically to have become a party hereto and to the extent that rights and
obligations hereunder have been assigned and delegated to such Assignee Lender
in connection with such Lender Assignment Agreement, shall have the rights and
obligations of a Lender hereunder and under the other Loan Documents, and (y)
the Assignor Lender, to the extent that rights and obligations hereunder have
been assigned and delegated by it in connection with such Lender Assignment
Agreement, shall be released from its obligations hereunder and under the other
Loan Documents. Any Assignor Lender that shall have previously requested and
received any Note or Notes in respect of any Tranche to which such assignment
applies shall, upon acceptance by the Administrative Agent of the applicable
Lender Assignment Agreement, mark such predecessor Note or Notes "exchanged" and
deliver them to the Borrower (against, if the Assignor Lender has retained Loans
or Commitments with respect to the applicable Tranche and has requested
replacement Notes pursuant to CLAUSE (b)(ii) of SECTION 2.7, its receipt from
the Borrower of replacement Notes in the principal amount of the Loans and
Commitments of the applicable Tranche retained by it). The Borrower shall
execute and deliver to the Administrative Agent (for delivery to the relevant
Assignee Lender) new Notes evidencing such Assignee Lender's assigned Loans and
Commitments and, if the Assignor Lender has retained Loans and Commitments
hereunder, replacement Notes in the principal amount of the Loans and
Commitments retained by the Assignor Lender hereunder (such Notes to be in
exchange for, but not in payment of, those Notes then held by such Assignor
Lender). Each such Note shall be dated the date of the predecessor Notes.
Accrued interest on that part of the predecessor Notes evidenced by the new
Notes, and accrued fees, shall be paid as provided in the Lender Assignment
Agreement. Accrued interest on that part of the predecessor Notes evidenced by
the replacement Notes shall be paid to the Assignor Lender. Accrued interest and
accrued fees shall be paid at the same time or times provided in this Agreement.
Such Assignor Lender or such Assignee Lender (unless the Assignor Lender or the
Assignee Lender is DLJ or one of its Affiliates) must also pay a processing fee
to the Administrative Agent upon delivery of any Lender Assignment Agreement in
the amount of $3,500 (other than simultaneous assignments to Related Funds, in
which case such fee shall only be required to be paid once), unless such
assignment and delegation by such Assignor Lender is to its Affiliate or Related
Fund or if such assignment and delegation consists of a pledge by such Assignor
Lender to a Federal Reserve Bank (or, in the case of an Assignor Lender who is
an investment fund, to the trustee under the indenture to which such fund is a
party), as provided below or as otherwise consented to by the Administrative
Agent. Upon its receipt of a Lender Assignment Agreement,


                                      -115-

<PAGE>


together with payments to the Administrative Agent of a processing fee, the
Administrative Agent shall (i) promptly accept such Lender Assignment Agreement
and (ii) record the information contained therein in the Register on the
effective date thereof. Any attempted assignment and delegation not made in
accordance with this SECTION 10.11.1 shall be treated as a participation made
pursuant to SECTION 10.11.2. Nothing contained in this SECTION 10.11.1 shall
prevent or prohibit any Lender from pledging its rights (but not its obligations
to make Loans or participate in Letters of Credit or Letter of Credit
Outstandings) under this Agreement and/or its Loans and/or its Notes hereunder
(i) to a Federal Reserve Bank in support of borrowings made by such Lender from
such Federal Reserve Bank or (ii) in the case of a Lender that is an investment
fund, to any agent or trustee for, or any other similar representative of,
holders of obligations owed to, or securities issued by, such investment fund,
as security for such obligations or securities, in either case without notice to
or consent of the Borrower or the Agents; PROVIDED, HOWEVER, that (A) such
Lender shall remain a "Lender" under this Agreement and shall continue to be
bound by the terms and conditions set forth in this Agreement and the other Loan
Documents, and (B) any pledge or assignment by such trustee shall be subject to
the provisions of CLAUSE (a) of this SECTION 10.11.1. In the event that S&P,
Moody's or Thompson's BankWatch (or InsuranceWatch Ratings Service, in the case
of Lenders that are insurance companies (or Best's Insurance Reports, if such
insurance company is not rated by InsuranceWatch Ratings Service)) shall, after
the date that any Lender with a Commitment to make Revolving Loans or
participate in Letters of Credit becomes a Lender, downgrade the long-term
certificate of deposit rating or long-term senior unsecured debt rating of such
Lender, and the resulting rating shall be below BBB-, Baa3 or C (or BB, in the
case of Lender that is an insurance company (or B, in the case of an insurance
company not rated by InsuranceWatch Ratings Service)), respectively, then the
applicable Issuer or the Borrower shall have the right, but not the obligation,
upon notice to such Lender and the Agents, to replace such Lender with an
Assignee Lender in accordance with and subject to the restrictions contained in
this Section, and such Lender hereby agrees to transfer and assign without
recourse (in accordance with and subject to the restrictions contained in this
Section) all its interests, rights and obligations in respect of its Revolving
Loan Commitment under this Agreement to such Assignee Lender; PROVIDED, HOWEVER,
that (i) no such assignment shall conflict with any law, rule or regulation or
order of any governmental authority and (ii) such Assignee Lender shall pay to
such Lender in immediately available funds on the date of such assignment the
principal of and interest and fees (if any) accrued to the date of payment on
the Loans made, and Letters of Credit participated in, by such Lender hereunder
and all other amounts accrued for such Lender's account or owed to it hereunder.

      SECTION 10.11.2. PARTICIPATIONS. Any Lender may at any time, without
consent of the Borrower, the Agents or each Issuer, sell to one or more
commercial banks or other Persons (each such commercial bank and other Person
being herein called a "PARTICIPANT") participating interests in any of the
Loans, Commitments, participations in Letters of Credit and Letters of Credit
Outstandings or other interests of such Lender hereunder; PROVIDED, HOWEVER,
that

            (a) no participation contemplated in this Section shall relieve such
      Lender from its Commitments or its other obligations hereunder or under
      any other Loan Document;


                                      -116-

<PAGE>



            (b) such Lender shall remain solely responsible for the performance
      of its Commitments and such other obligations;

            (c) the Borrower and each other Obligor and the Agents shall
      continue to deal solely and directly with such Lender in connection with
      such Lender's rights and obligations under this Agreement and each of the
      other Loan Documents;

            (d) no Participant, unless such Participant is an Affiliate or
      Related Fund of such Lender, or is itself a Lender, shall be entitled to
      require such Lender to take or refrain from taking any action hereunder or
      under any other Loan Document, except that such Lender may agree with any
      Participant that such Lender will not, without such Participant's consent,
      agree to (i) any reduction in the interest rate or amount of fees that
      such Participant is otherwise entitled to, (ii) a decrease in the
      principal amount, or an extension of the final Stated Maturity Date, of
      any Loan in which such Participant has purchased a participating interest
      or (iii) a release of all or substantially all of the collateral security
      under the Loan Documents or any Subsidiary Guarantor or Subsidiary
      Guarantors that individually or in the aggregate constitute a Substantial
      Subsidiary from its or their obligations under the Subsidiary Guaranty, in
      each case except as otherwise specifically provided in a Loan Document;
      and

            (e) the Borrower shall not be required to pay any amount under
      SECTIONS 4.3, 4.4, 4.5, 4.6, 10.3 and 10.4 that is greater than the amount
      which it would have been required to pay had no participating interest
      been sold.

The Borrower acknowledges and agrees, subject to CLAUSE (e) above, that, to the
fullest extent permitted under applicable law, each Participant, for purposes of
SECTIONS 4.3, 4.4, 4.5, 4.6, 4.8, 4.9, 10.3 and 10.4, shall be considered a
Lender.

      SECTION 10.12. OTHER TRANSACTIONS. Nothing contained herein shall preclude
any Lender Party from engaging in any transaction, in addition to those
contemplated by this Agreement or any other Loan Document, with the Borrower or
any of its Affiliates in which the Borrower or such Affiliate is not restricted
hereby from engaging with any other Person.

      SECTION 10.13. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE LENDER PARTIES OR THE BORROWER
RELATING THERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY (TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW) IN THE COURTS OF THE STATE OF NEW YORK, NEW YORK
COUNTY, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY
COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE


                                      -117-

<PAGE>



ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH
COLLATERAL OR OTHER PROPERTY MAY BE FOUND. THE BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK,
NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE
AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN
CONNECTION WITH SUCH LITIGATION. THE BORROWER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE
WITHIN OR WITHOUT THE STATE OF NEW YORK. THE BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION
BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE
BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY
COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT
PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO
ITSELF OR ITS PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES (TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW) SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

      SECTION 10.14. WAIVER OF JURY TRIAL. THE LENDER PARTIES AND THE BORROWER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR
ACTIONS OF THE LENDER PARTIES OR THE BORROWER RELATING THERETO. THE BORROWER
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO
WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
LENDER PARTIES ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER LOAN DOCUMENT.

      SECTION 10.15. CONFIDENTIALITY. The Lender Parties shall hold all
non-public information obtained pursuant to or in connection with this Agreement
or obtained by them based on a review of the books and records of the Borrower
or any of its Subsidiaries in accordance with their customary procedures for
handling confidential information of this nature, but may make disclosure to any
of their examiners, Affiliates, Related Funds, investment


                                      -118-

<PAGE>



advisors or Affiliates thereof, outside auditors, counsel and other professional
advisors in connection with this Agreement or as reasonably required by any
potential BONA FIDE transferee, participant or assignee, or to any direct or
indirect contractual counterparties in swap agreements or such contractual
counterparties' professional advisors, or in connection with the exercise of
remedies under a Loan Document, or as requested or required by any governmental
or regulatory agency, any rating agency or the National Association of Insurance
Commissioners, or representative of any thereof or pursuant to legal process;
PROVIDED, HOWEVER, that

            (a) unless specifically prohibited by applicable law or court order,
      each Lender Party shall promptly notify the Borrower of any request by any
      governmental agency or representative thereof (other than any such request
      in connection with an examination of the financial condition of such
      Lender Party by such governmental agency) for disclosure of any such
      non-public information prior to disclosure of such information;

            (b) prior to any such disclosure pursuant to this SECTION 10.15,
      each Lender Party shall require any such BONA FIDE transferee, participant
      and assignee receiving a disclosure of non-public information to agree in
      writing

                  (i) to be bound by this SECTION 10.15; and

                  (ii) to require such Person to require any other Person to
            whom such Person discloses such non-public information to be
            similarly bound by this SECTION 10.15; and

            (c) except as may be required by an order of a court of competent
      jurisdiction and to the extent set forth therein, no Lender shall be
      obligated or required to return any materials furnished by the Borrower or
      any Subsidiary.



                                      -119-

<PAGE>


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


                                              ADVANSTAR COMMUNICATIONS INC.


                                              By: /s/ David W. Montgomery
                                                  ----------------------------
                                                  Name:
                                                  Title:





                                      -120-

<PAGE>



                                       DLJ CAPITAL FUNDING, INC.,
                                       as the Syndication Agent and as a Lender


                                       By: /s/ Richard N. Beaudoin
                                           ------------------------------------
                                           Name:
                                           Title:





                                      -121-

<PAGE>



                                   FLEET NATIONAL BANK,
                                   as the Administrative Agent and as a Lender


                                   By: /s/ Henry D. Morneault
                                       ----------------------------
                                       Name:
                                       Title:





                                      -122-

<PAGE>



                                  BARCLAYS BANK PLC,
                                  as the Documentation Agent and as a Lender


                                  By: /s/ Timothy Harrington
                                      --------------------------------------
                                      Name:
                                      Title:



                                      -123-

<PAGE>



                                              Lenders:

                                              BANK OF MONTREAL


                                              By: /s/ W.T. Calder
                                                  ----------------------------
                                                  Name:
                                                  Title:




                                      -124-

<PAGE>



                                             DRESDNER BANK AG, NEW YORK AND
                                             GRAND CAYMAN BRANCHES


                                             By: /s/ William E. Lambert
                                                -------------------------------
                                                Name:
                                                Title:


                                             By: /s/ Michael S. Greenberg
                                                -------------------------------
                                                Name:
                                                Title:




                                      -125-

<PAGE>



                                                   WELLS FARGO BANK, NATIONAL
                                                   ASSOCIATION


                                                   By: /s/ Kristine Netses
                                                      -------------------------
                                                      Name:
                                                      Title:




                                      -126-

<PAGE>



                                               BHF (USA) CAPITAL CORPORATION


                                               By: /s/ Nancy M.H.O
                                                  -----------------------------
                                                  Name:
                                                  Title:


                                               By: /s/ Thomas S. Scifo
                                                  -----------------------------
                                                  Name:
                                                  Title:




                                      -127-

<PAGE>



                               OLYMPIC FUNDING TRUST, SERIES 1999-1


                               By: /s/ Ann E. Morris
                                  ---------------------------------------------
                                  Name:
                                  Title:



                               SEQUILS- CUMBERLAND I, LTD.
                               By: Deerfield Capital Management, L.L.C. as its
                               Collateral Manager


                               By: /s/
                                  ---------------------------------------------
                                  Name:
                                  Title:


                               MUIRFIELD TRADING LLC


                               By: /s/ Ann E. Morris
                                  ---------------------------------------------
                                  Name:
                                  Title:




                                      -128-