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                                                                    EXHIBIT 10.1
                                                                  CONFORMED COPY




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                           FOURTH AMENDED AND RESTATED
                                CREDIT AGREEMENT


                                      among


                             OUTDOOR SYSTEMS, INC.,
                                 MEDIACOM, INC.,

                               The Several Lenders
                        from Time to Time Parties Hereto


                                       and


                       CANADIAN IMPERIAL BANK OF COMMERCE,
                         as US Administrative Agent and
                          Canadian Administrative Agent


                          Dated as of October 22, 1996



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                                TABLE OF CONTENTS

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SECTION 1.  DEFINITIONS ...................................................      1
         1.1  Defined Terms ...............................................      1
         1.2  Other Definitional Provisions ...............................     31

SECTION 2.  AMOUNT AND TERMS OF COMMITMENTS ...............................     31
         2.1  US Revolving Credit Commitments .............................     31
         2.2  Canadian Revolving Credit Commitments .......................     32
         2.3  US Revolving Credit Notes ...................................     32
         2.4  Procedure for US Revolving Credit Borrowing .................     33
         2.5  Procedure for C$ Prime Loan Revolving Credit
                     Borrowing ............................................     33
         2.6  Fees ........................................................     34
         2.7  Termination or Reduction of Revolving Credit
                     Commitments ..........................................     34
         2.8  US Term Loans ...............................................     36
         2.9  Canadian  Term Loans ........................................     36
         2.10  US Tranche A Term Notes and Repayment ......................     36
         2.11  US Tranche B Term Notes and Repayment ......................     37
         2.12  Canadian Tranche A Term Repayment ..........................     38
         2.13  Canadian Tranche B Term Notes ..............................     38
         2.14  Procedure for Term Loan Borrowing ..........................     39
         2.15  Repayment of Loans .........................................     40
         2.16  Bankers' Acceptances .......................................     41
         2.17  Circumstances Making Bankers' Acceptances
                     Unavailable ..........................................     44

SECTION 3.  LETTERS OF CREDIT .............................................     45
         3.1  L/C Commitments .............................................     45
         3.2  Procedure for Issuance of Letters of Credit .................     46
         3.3  Fees, Commissions and Other Charges .........................     47
         3.4  L/C Participations ..........................................     48
         3.5  L/C Reimbursement Obligations of the Borrower ...............     49
         3.6  Obligations Absolute ........................................     50
         3.7  Letter of Credit Payments ...................................     50
         3.8  Application .................................................     51

SECTION 4.  GENERAL PROVISIONS ............................................     51
         4.1  Interest Rates and Payment Dates ............................     51
         4.2  Optional Prepayments ........................................     52
         4.3  Mandatory Prepayments and Reduction of Revolving
                     Credit Commitments ...................................     53
         4.4  Conversion and Continuation Options .........................     58
         4.5  Minimum Amounts and Maximum Number of Tranches ..............     59
         4.6  Computation of Interest and Fees ............................     60
         4.7  Inability to Determine Interest Rate ........................     60
         4.8  Pro Rata Treatment and Payments .............................     61
         4.9  Illegality ..................................................     62
         4.10  Requirements of Law ........................................     62
         4.11  Taxes ......................................................     64
         4.12  Indemnity ..................................................     66
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SECTION 5.  REPRESENTATIONS AND WARRANTIES ................................     66
         5.1  Financial Condition .........................................     66
         5.2  No Change ...................................................     68
         5.3  Corporate Existence; Compliance with Law ....................     68
         5.4  Corporate Power; Authorization; Enforceable
                     Obligations ..........................................     68
         5.5  No Legal Bar ................................................     69
         5.6  No Material Litigation ......................................     69
         5.7  No Default ..................................................     69
         5.8  Ownership of Property; Liens ................................     69
         5.9  Advertising Displays ........................................     69
         5.10  No Burdensome Restrictions .................................     69
         5.11  Taxes ......................................................     69
         5.12  Federal Regulations ........................................     70
         5.13  ERISA ......................................................     70
         5.14  Investment Company Act; Other Regulations ..................     71
         5.15  Subsidiaries ...............................................     71
         5.16  Purpose of Loans ...........................................     72
         5.17  Environmental Matters ......................................     72
         5.18  Regulation H ...............................................     73
         5.19  Solvency ...................................................     73
         5.20  Material Agreements ........................................     73
         5.21  Purchase Agreement .........................................     73
         5.22  Intellectual Property ......................................     74
         5.23  No Material Misstatements ..................................     74

SECTION 6.  CONDITIONS PRECEDENT ..........................................     74
         6.1  Conditions to Effectiveness .................................     74
         6.2  Conditions to Each Extension of Credit ......................     76

SECTION 7.  AFFIRMATIVE COVENANTS .........................................     76
         7.1  Financial Statements ........................................     77
         7.2  Certificates; Other Information .............................     77
         7.3  Payment of Obligations ......................................     78
         7.4  Conduct of Business and Maintenance of Existence ............     78
         7.5  Maintenance of Property; Insurance ..........................     79
         7.6  Inspection of Property; Books and Records;
                     Discussions ..........................................     79
         7.7  Notices .....................................................     79
         7.8  Environmental Laws ..........................................     81
         7.9  Lease Renewals ..............................................     81
         7.10  Additional Collateral ......................................     81
         7.11  Key Man Life Insurance .....................................     82
         7.12  Interest Rate Protection ...................................     82
         7.13  Canadian Pension Plans .....................................     83

SECTION 8.  NEGATIVE COVENANTS ............................................     83
         8.1  Financial Condition Covenants ...............................     83
         8.2  Limitation on Indebtedness ..................................     85
         8.3  Limitation on Liens .........................................     86
         8.4  Limitation on Guarantee Obligations .........................     87
         8.5  Limitation on Fundamental Changes ...........................     87
         8.6  Limitation on Sale of Assets ................................     88
         8.7  Limitation on Leases ........................................     89
         8.8  Limitation on Dividends .....................................     89
         8.9  Limitation on Capital Expenditures ..........................     89
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                                     - ii -
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         8.10  Limitation on Investments, Loans and Advances ..............      90
         8.11  Limitation on Optional Payments and Modifications                 
                     of Debt Instruments ..................................      90
         8.12  Limitation on Transactions with Affiliates .................      91
         8.13  Limitation on Sales and Leasebacks .........................      91
         8.14  Limitation on Changes in Fiscal Year .......................      91
         8.15  Limitation on Negative Pledge Clauses ......................      91
         8.16  Limitation on Lines of Business ............................      91
                                                                                 
SECTION 9.  EVENTS OF DEFAULT .............................................      92
                                                                                 
SECTION 10.  THE ADMINISTRATIVE AGENTS ....................................      96
         10.1  Appointment ................................................      96
         10.2  Delegation of Duties .......................................      96
         10.3  Exculpatory Provisions .....................................      96
         10.4  Reliance by Administrative Agent ...........................      97
         10.5  Notice of Default ..........................................      97
         10.6  Non-Reliance on Administrative Agents and Other                   
                     Lenders ..............................................      97
         10.7  Indemnification ............................................      98
         10.8  Administrative Agents in Their Individual                         
                     Capacities ...........................................      98
         10.9  Successor Administrative Agent .............................      98
         10.10  Releases of Guarantees and Collateral .....................      99
                                                                                 
SECTION 11.  MISCELLANEOUS ................................................      99
         11.1  Amendments and Waivers .....................................      99
         11.2  Notices ....................................................     101
         11.3  No Waiver; Cumulative Remedies .............................     102
         11.4  Survival of Representations and Warranties .................     102
         11.5  Payment of Expenses and Taxes ..............................     102
         11.6  Successors and Assigns; Participations and
                     Assignments ..........................................     103
         11.7  Adjustments; Set-off .......................................     105
         11.8  Counterparts ...............................................     107
         11.9  Severability ...............................................     107
         11.10  Integration ...............................................     107
         11.11  GOVERNING LAW .............................................     107
         11.12  Submission To Jurisdiction; Waivers .......................     107
         11.13  Acknowledgements ..........................................     108
         11.14  WAIVERS OF JURY TRIAL .....................................     108
         11.15  Confidentiality ...........................................     108
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                                     - iii -
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SCHEDULES

SCHEDULE 1.1A           Commitments; Lending Offices;
                        Addresses for Notice
SCHEDULE 1.1B           Pricing Grid
SCHEDULE 1.1C           Mortgage Locations (incorporated by reference
                        to the Existing Credit Agreement)
SCHEDULE 5.2            Dividends, etc. (incorporated by reference to the
                        Existing Credit Agreement)
SCHEDULE 5.3            Foreign Jurisdictions(incorporated by reference
                        to the Existing Credit Agreement)
SCHEDULE 5.9            Advertising Displays(incorporated by reference to
                        the Existing Credit Agreement)
SCHEDULE 5.15           Subsidiaries (incorporated by reference to the
                        Existing Credit Agreement)
SCHEDULE 5.20           Material Agreements(incorporated by reference
                        to the Existing Credit Agreement)
SCHEDULE 8.2            Indebtedness (incorporated by reference to the
                        Existing Credit Agreement)
SCHEDULE 8.3            Liens (incorporated by reference to the Existing
                        Credit Agreement)
SCHEDULE 8.12           Affiliated Transactions (incorporated by
                        reference to the Existing Credit Agreement)

EXHIBITS

EXHIBIT G               Form of Global Affirmation and Restatement
EXHIBIT H               Form of Hypothec


                                     - iv -
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                  FOURTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
October 22, 1996, among OUTDOOR SYSTEMS, INC., a Delaware corporation (the
"Company"), MEDIACOM, INC., a Canadian corporation (the "Canadian Borrower";
together with the Company, the "Borrowers"), the several banks and other
financial institutions (collectively, the "Lenders") from time to time parties
hereto, and CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY, as US
Administrative Agent (as defined below), and CANADIAN IMPERIAL BANK OF COMMERCE,
as Canadian Administrative Agent (as defined below).


                              W I T N E S S E T H :


                  WHEREAS, pursuant to the Third Amended and Restated Credit
Agreement, dated as of August 22, 1996 (as amended prior to the date hereof, the
"Existing Credit Agreement"), among the several banks and other financial
institutions parties thereto, Canadian Imperial Bank of Commerce, New York
Agency, as US Administrative Agent, and Canadian Imperial Bank of Commerce, as
Canadian Administrative Agent, such lenders have agreed to make, and have made,
certain loans and other extensions of credit to the Company;

                  WHEREAS, the Borrowers have requested that the Lenders and the
Administrative Agents enter into this Fourth Amended and Restated Credit
Agreement to modify the Existing Credit Agreement in certain respects;

                  NOW THEREFORE, the parties hereto hereby agree that the
Existing Credit Agreement is amended and restated in its entirety as follows:


                             SECTION 1. DEFINITIONS

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

                  "ABR": on any particular date, a rate of interest per annum
         equal to the highest of:

                  (a)      the rate of interest most recently announced by CIBC
                           as its Base Rate (the "CIBC Base Rate");

                  (b)      the Federal Funds Rate for such date plus 1%; and

                  (c)      the C/D Published Moving Rate most recently
                           determined by CIBC plus 1%.

         The CIBC Base Rate is not necessarily intended to be the lowest rate of
         interest charged by CIBC in connection with extensions of credit.
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                                                                               2



                  "ABR Loans": Loans the rate of interest applicable to which is
         based upon the ABR.

                  "Acceptance Fee": the fee payable in C$ to each C$ Lender in
         respect of Bankers' Acceptances computed in accordance with subsection
         2.16(e).

                  "Acquisition": the acquisition by the Company of certain
         assets of the Sellers used in connection with the Sellers' outdoor
         advertising, transit and shelter operations (with exceptions as set
         forth in the Purchase Agreement) and all the shares of the issued and
         outstanding Capital Stock of New York Subways Advertising Co., Inc. and
         the Seller-owned predecessor of the Canadian Borrower, all pursuant to
         the Purchase Agreement.

                  "Adjustment Date": each date after December 31, 1996 that is
         the second Business Day following receipt by the Lenders of both (i)
         the financial statements required to be delivered pursuant to
         subsection 7.1(a) or 7.1(b), as applicable, for the most recently
         completed fiscal period and (ii) the related Compliance Certificate
         required to be delivered pursuant to subsection 7.2(b) with respect to
         such fiscal period.

                  "Administrative Agents": the collective reference to the US
         Administrative Agent and the Canadian Administrative Agent.

                  "Advertising Displays": all posters, signs, billboards and
         other outdoor advertising displays and related sites therefor owned or
         leased (as lessee) by the Company and its Subsidiaries.

                  "Affiliate": as to any Person, any other Person (other than a
         Subsidiary) which, directly or indirectly, is in control of, is
         controlled by, or is under common control with, such Person. For
         purposes of this definition, "control" of a Person means the power,
         directly or indirectly, either to (a) vote 10% or more of the
         securities having ordinary voting power for the election of directors
         of such Person or (b) direct or cause the direction of the management
         and policies of such Person, whether by contract or otherwise.

                  "Agreement": this Fourth Amended and Restated Credit
         Agreement, as amended, supplemented or otherwise modified from time to
         time.

                  "Aggregate Outstanding Canadian Revolving Extensions of
         Credit": as to any Canadian Revolving Credit Lender at any time, an
         amount equal to the sum of (a) the aggregate principal amount of all
         Canadian Revolving Credit Loans made or, in the case of Bankers'
         Acceptances, purchased or accepted, by such Canadian Revolving Credit
         Lender then outstanding and (b) such Lender's Canadian Revolving Credit
         Commitment Percentage of the Canadian L/C Obligations then outstanding.
<PAGE>   8
                                                                               3


                  "Aggregate Outstanding US Revolving Extensions of Credit": as
         to any US Revolving Credit Lender at any time, an amount equal to the
         sum of (a) the aggregate principal amount of all US Revolving Credit
         Loans made by such US Revolving Credit Lender then outstanding and (b)
         such Lender's US Revolving Credit Commitment Percentage of the US L/C
         Obligations then outstanding.

                  "Applicable BA Discount Rate": with respect to any C$ Lender,
         as applicable to a Bankers' Acceptance being purchased by such C$
         Lender on any day, the CDOR Rate in effect on such day with respect to
         such Bankers' Acceptance.

                  "Applicable Margin": (a) as applied to a given Type of
         Revolving Credit Loan or Tranche A Term Loan, the rate per annum
         determined as follows: during the period from the Closing Date until
         the first Adjustment Date, the Applicable Margin in respect of (1)
         Revolving Credit Loans and Tranche A Term Loans shall equal (i) with
         respect to ABR Loans and C$ Prime Loans, 1.75% per annum and (ii) with
         respect to Eurodollar Loans and Bankers' Acceptance borrowings, 2.75%
         per annum or (2) Tranche B Term Loans shall equal (i) with respect to
         ABR Loans and C$ Prime Loans, 2.00% per annum and (ii) with respect to
         Eurodollar Loans and Bankers' Acceptance borrowings, 3.00% per annum;
         provided such Applicable Margins will be adjusted on each Adjustment
         Date to the applicable rate per annum set forth under the heading "ABR
         Loans/C$ Prime Loans Applicable Margin" or "Eurodollar Loans/Bankers'
         Acceptance Applicable Margin" on Schedule 1.1B which corresponds to the
         Total Leverage Ratio determined from the financial statements and
         Compliance Certificate relating to the end of the fiscal quarter
         immediately preceding such Adjustment Date; provided, further that in
         the event that the financial statements required to be delivered
         pursuant to subsection 7.1(a) or 7.1(b), as applicable, and the related
         Compliance Certificate required to be delivered pursuant to subsection
         7.2(b), are not delivered when due, then

                           (a) if such financial statements and Compliance
                  Certificate are delivered after the date such financial
                  statements and Compliance Certificate were required to be
                  delivered (without giving effect to any applicable cure
                  period) and the Applicable Margin increases from that
                  previously in effect as a result of the delivery of such
                  financial statements and Compliance Certificate, then the
                  Applicable Margins in respect of Revolving Credit Loans,
                  Tranche A Term Loans and Tranche B Term Loans during the
                  period from the date upon which such financial statements and
                  Compliance Certificate were required to be delivered (without
                  giving effect to any applicable cure period) until the date
                  upon which they actually are delivered shall, except as
                  otherwise provided in clause (c) below, be the Applicable
                  Margin as so increased;

                           (b) if such financial statements and Compliance
                  Certificate are delivered after the date such financial
                  statements and Compliance Certificate were required to be
                  delivered and the Applicable Margin decreases from that
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                                                                               4

                  previously in effect as a result of the delivery of such
                  financial statements and Compliance Certificate, then such
                  decrease in the Applicable Margin shall not become applicable
                  until the date upon which such financial statements and
                  Compliance Certificate actually are delivered; and

                           (c) if such financial statements and Compliance
                  Certificate are not delivered prior to the expiration of the
                  applicable cure period, then, effective upon such expiration,
                  for the period from the date upon which such financial
                  statements and Compliance Certificate were required to be
                  delivered (after the expiration of the applicable cure period)
                  until two Business Days following the date upon which such
                  financial statements and Compliance Certificate actually are
                  delivered, the Applicable Margin in respect of (i) Revolving
                  Credit Loans and Tranche A Term Loans shall be 1.75% per
                  annum, in the case of ABR Loans and C$ Prime Loans, and 2.75%
                  per annum, in the case of Eurodollar Loans and Bankers'
                  Acceptance borrowings, and (ii) Tranche B Term Loans shall be
                  2.00% per annum, in the case of ABR Loans and C$ Prime Loans,
                  and 3.00% per annum, in the case of Eurodollar Loans and
                  Bankers' Acceptance borrowings.

                  "Application": an application, in such form as the relevant
         Issuing Lender may specify from time to time, requesting such Issuing
         Lender to open a Letter of Credit.

                  "Assignee": as defined in subsection 11.6(c).

                  "Available Canadian Revolving Credit Commitment": as to any
         Canadian Revolving Credit Lender, at any time, an amount equal to the
         excess, if any, of (a) such Canadian Revolving Credit Lender's Canadian
         Revolving Credit Commitment over (b) the sum of (i) the aggregate
         principal amount of all Canadian Revolving Credit Loans made by such
         Lender then outstanding and (ii) such Lender's Canadian Revolving
         Credit Commitment Percentage of the Canadian L/C Obligations then
         outstanding.

                  Available US Revolving Credit Commitment": as to any US
         Revolving Credit Lender, at any time, an amount equal to the excess, if
         any, of (a) such US Revolving Credit Lender's US Revolving Credit
         Commitment over (b) the sum of (i) the aggregate principal amount of
         all US Revolving Credit Loans made by such Lender then outstanding and
         (ii) such Lender's US Revolving Credit Commitment Percentage of the US
         L/C Obligations then outstanding.

                  "BA Discount Proceeds": in respect of any Bankers' Acceptance
         to be purchased by a C$ Lender on any day under subsection 2.16, an
         amount (rounded to the nearest whole Canadian cent, and with one-half
         of one Canadian cent being rounded up) calculated on such day by
         dividing:

                  (a) the face amount of such Bankers' Acceptance; by
<PAGE>   10
                                                                               5


                  (b) the sum of one plus the product of:


                           (i)      the Applicable BA Discount Rate (expressed
                                    as a decimal) applicable to such Bankers'
                                    Acceptance; and

                           (ii)     a fraction, the numerator of which is the
                                    number of days remaining in the term of such
                                    Bankers' Acceptance and the denominator of
                                    which is 365;

                                    with such product being rounded up or down
                                    to the fifth decimal place and .000005 being
                                    rounded up.

                  "Bankers' Acceptance": a bill of exchange denominated in C$
         drawn by the Canadian Borrower and accepted by a C$ Lender pursuant to
         subsection 2.16.

                  "Borrowing Date": any Business Day specified in a notice
         pursuant to subsection 2.4, 2.5, 2.14, 2.16 or 3.2 as a date on which a
         Borrower requests certain of the Lenders to make Loans hereunder or the
         applicable Issuing Lender to issue Letters of Credit hereunder.

                  "Business": as defined in subsection 5.17(b).

                  "Business Day": a day other than a Saturday, Sunday or other
         day on which commercial banks in New York City and Toronto are
         authorized or required by law to close, except that, when used in
         connection with a Eurodollar Loan, "Business Day" shall mean any
         Business Day on which dealings in Dollars between banks may be carried
         on in London, Toronto and New York City.

                  "Canadian Administrative Agent": Canadian Imperial Bank of
         Commerce, together with its affiliates, as the administrative agent for
         the C$ Lenders and the Canadian Tranche B Lenders under this Agreement
         and the other Loan Documents.

                  "Canadian Demand Debenture": the Demand Debenture executed and
         delivered under the Existing Credit Agreement by the Canadian Borrower
         on the Closing Date in substantially the form of Exhibit B-2 to the
         Existing Credit Agreement, as the same may be amended, supplemented or
         otherwise modified from time to time.

                  "Canadian Debenture Pledge Agreement": the Debenture Pledge
         Agreement executed and delivered under the Existing Credit Agreement by
         the Canadian Borrower on the Closing Date in substantially the form of
         Exhibit B-2 to the Existing Credit Agreement, as the same may be
         amended, supplemented or otherwise modified from time to time.

                  "Canadian Dollars" or "C$": lawful currency of Canada.
<PAGE>   11
                                                                               6


                  "Canadian Exchange Rate": on a particular date, the rate at
         which C$ may be exchanged into US Dollars, determined by reference to
         the Bank of Canada noon rate as published on the Reuters Screen page
         BOFC. In the event that such rate does not appear on such Reuters page,
         the "Canadian Exchange Rate" shall be determined by reference to any
         other means (as selected by the Canadian Administrative Agent) by which
         such rate is quoted or published from time to time by the Bank of
         Canada (in each case as in effect at or about 12:00 Noon, Local Time,
         on the Business Day immediately preceding the relevant date of
         determination); provided, that if at the time of any such
         determination, for any reason, no such exchange rate is being quoted or
         published, the Canadian Administrative Agent may use any reasonable
         method as it deems applicable to determine such rate, and such
         determination shall be prima facie evidence of the accuracy thereof.

                  "Canadian Issuing Lender": CIBC, in its capacity as issuer of
         any Canadian Letter of Credit.

                  "Canadian L/C Commitment": C$7,000,000.

                  "Canadian L/C Obligations": at any time, an amount equal to
         the sum of (a) the aggregate then undrawn and unexpired amount of the
         then outstanding Canadian Letters of Credit and (b) the aggregate
         amount of drawings under Canadian Letters of Credit which have not then
         been reimbursed pursuant to subsection .

                  "Canadian L/C Participants": the collective reference to all
         the Canadian Revolving Credit Lenders other than the Canadian Issuing
         Lender.

                  "Canadian L/C Reimbursement Obligation": the obligation of the
         Canadian Borrower to reimburse the Canadian Issuing Lender pursuant to
         subsection for amounts drawn under Canadian Letters of Credit.

                  "Canadian Lending Office": as to each C$ Lender, the office in
         Canada specified as the "Canadian Lending Office" of such Lender on
         Schedule 1.1A or in an Assignment and Acceptance or such other office
         in Canada as may be designated by such Lender by written notice to the
         Company and the Canadian Administrative Agent.

                  "Canadian Letters of Credit": as defined in subsection 3.1(b).

                  "Canadian Pension Plan": any plan, program, arrangement or
         understanding that is a pension plan for the purposes of any applicable
         pension benefits or tax laws of Canada (whether or not registered under
         any such laws) which is maintained or contributed to by (or to which
         there is or may be an obligation to contribute of), any Borrower or any
         Subsidiary of the Company in respect of any person's employment in
         Canada or a province or territory thereof with the Company or any
         Subsidiary of the Company and all related agreements, arrangements and
         understandings in respect
<PAGE>   12
                                                                               7


         of, or related to, any benefits to be provided thereunder or the effect
         thereof on any other compensation or remuneration of any employee.

                  "Canadian Revolving Credit Commitment": as to any Canadian
         Revolving Credit Lender, its obligation to make C$ Loans to, to
         purchase Bankers' Acceptances from, and/or issue or participate in
         Canadian Letters of Credit issued on behalf of, the Canadian Borrower
         in an aggregate amount not to exceed at any one time outstanding the
         amount set forth under such Canadian Revolving Credit Lender's name on
         Schedule 1.1A opposite the heading "Canadian Revolving Credit
         Commitment" or, in the case of any Lender that is an Assignee, the
         amount of the assigning Lender's Canadian Revolving Credit Commitment
         assigned to such Assignee pursuant to subsection 11.6 (in each case as
         such amount may be adjusted from time to time as provided herein).

                  "Canadian Revolving Credit Commitment Percentage": as to any
         Canadian Revolving Credit Lender, the percentage of the aggregate
         Canadian Revolving Credit Commitments constituted by its Canadian
         Revolving Credit Commitment (or, if the Canadian Revolving Credit
         Commitments have terminated or expired, the percentage which (i) the
         sum of (a) the aggregate principal amount of such Lender's then
         outstanding Canadian Revolving Credit Loans plus (b) such Lender's
         interests in the aggregate Canadian L/C Obligations then outstanding
         then constitutes of (ii) the sum of (a) the aggregate Canadian
         Revolving Credit Loans made, purchased or accepted by the Canadian
         Revolving Credit Lenders then outstanding plus (b) the aggregate
         Canadian L/C Reimbursement Obligations then outstanding).

                  "Canadian Revolving Credit Commitment Period": the period from
         and including the Closing Date to but not including the Canadian
         Revolving Credit Commitment Termination Date.

                  "Canadian Revolving Credit Commitment Termination Date": the
         earlier of (a) December 31, 2002 or, if such date is not a Business
         Day, the Business Day next preceding such date and (b) the date upon
         which the Canadian Revolving Credit Commitments shall be terminated
         pursuant hereto.

                  "Canadian Revolving Credit Lender": any Lender having a
         Canadian Revolving Credit Commitment or that holds outstanding Canadian
         Revolving Credit Loans or Canadian L/C Obligations hereunder.

                  "Canadian Revolving Credit Loans": as defined in subsection
         2.2.

                  "Canadian Security Documents": the collective reference to the
         Canadian Demand Debenture, Canadian Debenture Pledge Agreement and the
         Hypothec, and all other security documents hereafter delivered to the
         Canadian Administrative Agent granting a Lien on any asset or assets of
         the Canadian Borrower or any Canadian Subsidiary to secure the
         obligations and liabilities of the Canadian 
<PAGE>   13
                                                                               8


         Borrower hereunder and under any of the other Loan Documents or to
         secure any guarantee, if any, by any Canadian Subsidiary of any such
         obligations and liabilities.

                  "Canadian Subsidiary": any Subsidiary of the Canadian Borrower
         that is incorporated or organized under the laws of Canada or any
         province thereof.

                  "Canadian Term Loan": as defined in subsection 2.9.

                  "Canadian Term Loan Lenders": the collective reference to the
         Canadian Tranche A Term Loan Lenders and the Canadian Tranche B Term
         Loan Lenders.

                  "Canadian Tranche A Maturity Date": December 31, 2002.

                  "Canadian Tranche A Term Loan Commitment": as to any Canadian
         Tranche A Term Loan Lender, its obligation to make a C$ Loan to, or
         purchase Bankers' Acceptances from, the Canadian Borrower on the
         Closing Date pursuant to subsection 2.9 in an amount equal to the
         amount set forth under such Canadian Tranche A Term Loan Lender's name
         in Schedule 1.1A opposite the heading "Canadian Tranche A Term Loan
         Commitment"; collectively, the "Canadian Tranche A Term Loan
         Commitments".

                  "Canadian Tranche A Term Loan Commitment Percentage": as to
         any Canadian Tranche A Term Loan Lender, the percentage of the
         aggregate Canadian Tranche A Term Loan Commitments constituted by its
         Canadian Tranche A Term Loan Commitment or, following the Closing Date,
         the percentage of the aggregate outstanding Canadian Tranche A Term
         Loans constituted by its Canadian Tranche A Term Loan.

                  "Canadian Tranche A Term Loan Lender": any Lender having a
         Canadian Tranche A Term Loan Commitment hereunder or that holds
         outstanding Canadian Tranche A Term Loans.

                  "Canadian Tranche A Term Loan": as defined in subsection 2.9.

                  "Canadian Tranche B Maturity Date": December 31, 2003.

                  "Canadian Tranche B Term Loan Commitment": as to any Canadian
         Tranche B Term Loan Lender, its obligation to make a US$ Loan to the
         Canadian Borrower on the Closing Date pursuant to subsection 2.9 in an
         amount equal to the amount set forth under such Canadian Tranche B Term
         Loan Lender's name in Schedule 1.1A opposite the heading "Canadian
         Tranche B Term Loan Commitment"; collectively, the "Canadian Tranche B
         Term Loan Commitments".

                  "Canadian Tranche B Term Loan Commitment Percentage": as to
         any Canadian Tranche B Term Loan Lender, the percentage of the
         aggregate Canadian Tranche B Term Loan Commitments constituted by its
         Canadian Tranche B Term 
<PAGE>   14
                                                                               9


         Loan Commitment or, following the Closing Date, the percentage of the
         aggregate outstanding Canadian Tranche B Term Loans constituted by its
         Canadian Tranche B Term Loan.

                  "Canadian Tranche B Term Loan Lender": any Lender having a
         Canadian Tranche B Term Loan Commitment hereunder or that holds
         outstanding Canadian Tranche B Term Loans.

                  "Canadian Tranche B Term Loan": as defined in subsection 2.9.

                  "Canadian Tranche B Term Note": as defined in subsection
         2.13(a).

                  "Capital Stock": any and all shares, interests, participations
         or other equivalents (however designated) of capital stock of a
         corporation, any and all equivalent ownership interests in a Person
         (other than a corporation) and any and all warrants or options to
         purchase any of the foregoing.

                  "Cash Equivalents": (i) securities issued or directly and
         fully guaranteed or insured by the United States Government or any
         agency or instrumentality thereof or by Canada or any province thereof
         (provided that the full faith and credit of the United States or Canada
         or any province thereof is pledged in support thereof) having
         maturities of not more than 30 days from the date of acquisition, (ii)
         time deposits and certificates of deposit having maturities of not more
         than 30 days from the date of acquisition of any Lender or of any
         commercial bank incorporated in the United States or Canada of
         recognized standing the senior unsecured long-term debt of which is
         rated at least A or the equivalent thereof by Standard & Poor's Ratings
         Services ("S&P") or A2 or the equivalent thereof by Moody's Investors
         Service, Inc. ("Moody's") or at least A or the equivalent thereof by
         Canadian Bond Rating Service Limited or at least A Middle or the
         equivalent thereof by Dominion Bond Rating Service Limited, and having
         capital and surplus in excess of $500,000,000, (iii) repurchase
         obligations with a term of not more than seven days for underlying
         securities of the types described in clauses (i) and (ii) entered into
         with any bank meeting the qualifications specified in clause (ii)
         above, and (iv) commercial paper rated at least A-1 or the equivalent
         thereof by S&P or P-1 or the equivalent thereof by Moody's or the
         equivalent thereof by Canadian Bond Rating Service Limited or at least
         R-I (Middle or High) or the equivalent thereof by Dominion Bond Rating
         Service Limited, and in any case maturing within 30 days after the date
         of acquisition.

                  "C$ Equivalent": on any date of determination, with respect to
         any amount in US$, the equivalent in C$ of such amount determined by
         the Canadian Administrative Agent using the US$ Exchange Rate then in
         effect.

                  "C$ Lender": each Canadian Revolving Credit Lender and
         Canadian Tranche A Lender.
<PAGE>   15
                                                                              10


                  "C$ Loans": the collective reference to Canadian Revolving
         Credit Loans and Canadian Tranche A Term Loans; for the purposes of
         this Agreement, the principal amount of any C$ Loan constituting a
         Bankers' Acceptance shall be deemed to be the undiscounted face amount
         of such Bankers' Acceptance.

                  "C$ Prime Loans": C$ Loans at such time as they bear interest
         at a rate based upon the C$ Prime Rate.

                  "C$ Prime Rate": with respect to a C$ Prime Loan, on any day,
         the greater of (a) the annual rate of interest announced from time to
         time by CIBC as its reference rate then in effect for determining
         interest rates on C$ denominated commercial loans in Canada and (b) the
         annual rate of interest equal to the sum of (i) the CDOR Rate for such
         day and (ii) 0.50% per annum.

                  "CDOR Rate": on any date, the per annum rate of interest which
         is the rate based on the rate applicable to C$ bankers' acceptances for
         a term of 30 days (in the case of the definition of "C$ Prime Rate") or
         for a term equivalent to the term of the relevant Bankers' Acceptances
         (in the case of the definition of "Applicable BA Discount Rate")
         appearing on the "Reuters Screen CDOR Page" (as defined in the
         International Swap Dealer Association, Inc. definitions, as modified
         and amended from time to time) for acceptances of Schedule I banks
         under the Bank Act (Canada) as of 10:00 A.M., Local Time, on such date,
         or if such date is not a Business Day, then on the immediately
         preceding Business Day; provided, however, that if no such rate appears
         on the Reuters Screen CDOR Page as contemplated, then the CDOR Rate on
         any date shall be calculated as the arithmetic mean of the rates for
         the term and amount referred to above applicable to C$ bankers'
         acceptances quoted by CIBC as of 10:00 A.M., Local Time, on such date
         or, if such date is not a Business Day, then on the immediately
         preceding Business Day.

                  "C/D Published Moving Rate": on any particular date, the
         latest three-week moving average of daily secondary market morning
         offering rates in the United States for three-month certificates of
         deposit of major United States money market lenders, such three-week
         moving average (adjusted to the basis of a year of 360 days) being
         determined weekly for the three-week period ending on the previous
         Friday by the US Administrative Agent on the basis of:

                           (a) such rates reported by certificate of deposit
                  dealers to and published by the Federal Reserve Bank of New
                  York (as adjusted for reserves and assessments in the same
                  manner as the C/D Quoted Rate); or

                           (b) if such publication shall be suspended or
                  terminated, the C/D Quoted Rate determined by the US
                  Administrative Agent on the basis of quotations for such rates
                  by the US Administrative Agent.

                  "C/D Quoted Rate": relative to any determination of the C/D
         Published Moving Rate in circumstances when publication of the rates
         referred to in clause (a) 
<PAGE>   16
                                                                              11


of the definition thereof has been suspended or terminated, the rate of interest
per annum determined by the US Administrative Agent to be the sum (rounded
upward to the nearest 1/16th of 1%) of:

                           (a) the rate obtained by dividing (i) the average
                  (rounded upward to the nearest 1/16th of 1%) of the bid rates
                  quoted to the US Administrative Agent, in CIBC's domestic
                  secondary market at approximately 10:00 A.M., New York City
                  time (or as soon thereafter as practicable), from time to time
                  by three certificate of deposit dealers of recognized standing
                  selected by the US Administrative Agent in its reasonable
                  discretion for the purchase at face value of three-month
                  certificates of deposit of CIBC in an amount approximately
                  equal or comparable to the amount of CIBC's portion of the US$
                  Loans outstanding hereunder with respect to which the C/D
                  Quoted Rate is being determined by (ii) a percentage equal to
                  100% minus the average of the daily percentages specified
                  during such period by the Board of Governors of the Federal
                  Reserve System (or any successor) for determining the maximum
                  reserve requirement (including, but not limited to, any
                  marginal reserve requirement) for a member bank of the Federal
                  Reserve System in respect of liabilities consisting of or
                  including (among other liabilities) three-month Dollar
                  nonpersonal time deposits in the United States; and

                           (b) the daily average during such period of the net
                  annual assessment rates estimated by the US Administrative
                  Agent for determining the then current annual assessment
                  payable by CIBC to the FDIC for FDIC's insuring Dollar
                  deposits of CIBC in the United States.

                  "CIBC": Canadian Imperial Bank of Commerce, a Canadian
         chartered bank, or one or more of its agencies, branches or affiliates
         in its or their respective capacity or capacities, as the case may be,
         as a Lender or Lenders hereunder.

                  "Class": when used with respect to any Loans, refers to
         whether such Loans constitute US Revolving Credit Loans, US Tranche A
         Term Loans, US Tranche B Term Loans, Canadian Revolving Credit Loans,
         Canadian Tranche A Loans or Canadian Tranche B Loans, and, for purposes
         of this definition, the US L/C Reimbursement Obligations shall be
         deemed to be part of the Class which includes the US Revolving Credit
         Loans, and the Canadian L/C Reimbursement Obligations shall be deemed
         to be part of the Class which includes the Canadian Revolving Credit
         Loans.

                  "Closing Date": the date on which the conditions precedent set
         forth in subsection 6.1 shall be satisfied.

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

                  "Collateral": all assets of the Loan Parties, now owned or
         hereinafter acquired, upon which a Lien is purported to be created by
         any Security Document.
<PAGE>   17
                                                                              12


                  "Commitments": the collective reference to the Revolving
         Credit Commitments, the Term Loan Commitments and the L/C Commitments;
         individually, a "Commitment".

                  "Commitment Percentage": as to any Lender, the percentage of
         the aggregate Revolving Credit Commitments and Term Loan Commitments
         constituted by such Lender's Revolving Credit Commitment and Term Loan
         Commitment, or, following the Closing Date, the percentage representing
         a fraction the numerator of which is the sum of (i) the aggregate
         principal amount of such Lender's Term Loans then outstanding plus (ii)
         the US Revolving Credit Commitment of such Lender (or, following the
         termination or expiration of the US Revolving Credit Commitments, the
         sum of (x) the aggregate principal amount of such Lender's US Revolving
         Credit Loans then outstanding plus (y) such Lender's US Revolving
         Commitment Percentage of all US L/C Obligations then outstanding) plus
         (iii) the Canadian Revolving Credit Commitment of such Lender (or,
         following the termination or expiration of the Canadian Revolving
         Credit Commitments, the sum of (x) the aggregate principal amount of
         such Lender's Canadian Revolving Credit Loans then outstanding plus (y)
         such Lender's Canadian Revolving Commitment Percentage of all Canadian
         L/C Obligations then outstanding), and the denominator of which is the
         sum of (i) the aggregate principal amount of Term Loans of all Lenders
         then outstanding plus (ii) the aggregate Revolving Credit Commitments
         of all Lenders (or, following the termination or expiration of the
         Revolving Credit Commitments, the sum of (x) the aggregate principal
         amount of all Revolving Credit Loans then outstanding plus (y) the
         aggregate principal amount of all L/C Obligations then outstanding);
         all amounts denominated in C$ shall be included in any computations
         pursuant to this definition at the US$ Equivalent thereof.

                  "Commonly Controlled Entity": an entity, whether or not
         incorporated, which is under common control with the Company within the
         meaning of Section 4001 of ERISA or is part of a group which includes
         the Company and which is treated as a single employer under Section 
         414(b) or (c) of the Code.

                  "Compliance Certificate": as defined in subsection 7.2(b).

                  "Consolidated Current Assets": on any date, with respect to
         the Company and its Subsidiaries on a consolidated basis, all assets of
         the Company and its Subsidiaries on such date which would, in
         accordance with GAAP, be classified on a consolidated balance sheet of
         the Company as "current assets".

                  "Consolidated Current Liabilities": on any date, with respect
         to the Company and its Subsidiaries on a consolidated basis, all
         liabilities of the Company and its Subsidiaries on such date which, in
         accordance with GAAP, would be classified on a consolidated balance
         sheet of the Company as "current liabilities".

                  "Consolidated Fixed Charges": for any period, an amount equal
         to the sum of (a) scheduled payments of principal of the Term Loans
         during such period, (b)
<PAGE>   18
                                                                              13


         the excess, if any, of the aggregate principal amount of Revolving
         Credit Loans outstanding on the first day of such period over the
         maximum aggregate amount of the Revolving Credit Commitments on the
         last day of such period, giving effect to the reductions required under
         subsection 2.7(b) but not to any reductions thereof made during such
         period pursuant to subsection 2.7(a) or subsection 4.3, (c)
         Consolidated Interest Expense for such period, (d) capital expenditures
         made by the Company and its Subsidiaries during such period as
         permitted by subsection 8.9, (e) taxes based upon income deducted in
         determining Consolidated Net Income for such period and (f) the amount
         paid in respect of repurchases by the Company of its Capital Stock
         pursuant to the proviso to subsection 8.8 during such period.

                  "Consolidated Interest Expense": for any period, the amount
         paid in cash during such period in respect of interest expense of the
         Company and its Subsidiaries, determined on a consolidated basis in
         accordance with GAAP.

                  "Consolidated Lease Expense": for any period, the aggregate
         amount of fixed and contingent rentals payable by the Company and its
         Subsidiaries, determined on a consolidated basis in accordance with
         GAAP, for such period with respect to leases of real and personal
         property (net of income from sub-leases thereof, but including taxes,
         insurance, maintenance and similar expenses which the lessee is
         obligated to pay under the terms of such leases), excluding, however,
         obligations under Financing Leases and leases in respect of Advertising
         Displays.

                  "Consolidated Net Income": for any period, the net income (or
         deficit) of the Company and its Subsidiaries for such period,
         determined on a consolidated basis in accordance with GAAP.

                  "Consolidated Operating Cash Flow": for any period, an amount
         equal to the sum of (a) the Consolidated Net Income for such period,
         disregarding all items (other than actual cash losses) which should be
         classified as extraordinary, unusual or non-recurring and proceeds from
         the sale of assets, all determined on a consolidated basis in
         accordance with GAAP, plus (b) all amounts deducted in computing such
         Consolidated Net Income in respect of (i) Consolidated Interest Expense
         (after giving effect to all Hedging Agreements and payments and
         receipts thereunder), (ii) non-cash amortization expense (including
         amortization of noncurrent assets and non-cash charges relating to
         billboard removal), (iii) depreciation and (iv) income taxes.

                  "Consolidated Working Capital": on any date, with respect to
         the Company and its Subsidiaries on a consolidated basis, the
         Consolidated Current Assets (other than cash and Cash Equivalents) of
         the Company and its Subsidiaries on such date, minus the Consolidated
         Current Liabilities (other than the current portion of long term
         Indebtedness) of the Company and its Subsidiaries on such date.
<PAGE>   19
                                                                              14


                  "Contractual Obligation": as to any Person, any provision of
         any security issued by such Person or of any agreement, instrument or
         other undertaking to which such Person is a party or by which it or any
         of its property is bound.

                  "Default": any of the events specified in Section 9, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, or any other condition, has been satisfied.

                  "Denver Disposition": the sale by the Company prior to the
         Closing Date of all or substantially all of the outdoor advertising
         assets of the Company that, prior to the Original Closing Date and
         without giving effect to the Acquisition, served the Denver, Colorado
         advertising market.

                  "Designated Holder": each of (i) William S. Levine, any trust
         solely for the benefit of Mr. Levine or his immediate family members,
         or any partnership all the ownership interests in which are
         beneficially owned or controlled by any of the foregoing, and (ii)
         Arthur R. Moreno, any trust solely for the benefit of Mr. Moreno or his
         immediate family members, or any partnership all the ownership
         interests in which are beneficially owned or controlled by any of the
         foregoing; provided that with respect to any such trust or partnership
         either Mr. Levine or Mr. Moreno, as the case may be, shall at all times
         directly or indirectly have the exclusive power to direct the voting of
         the shares of Capital Stock of the Company held by such trust or
         partnership.

                  "Division": the collective reference to the business and
         assets of the Sellers transferred pursuant to the Purchase Agreement.

                  "Dollars" and "$": dollars in lawful currency of the United
         States of America.

                  "Draft": a blank bill of exchange, within the meaning of the
         Bills of Exchange Act (Canada), in substantially the form set forth in
         Exhibit F to the Existing Credit Agreement, drawn by the Canadian
         Borrower on a C$ Lender, denominated in C$ and bearing such
         distinguishing letters and numbers as such C$ Lender may determine, but
         which at such time, except as otherwise provided herein, has not been
         completed or accepted by such C$ Lender.

                  "Drawing": the creation and purchase of Bankers' Acceptances
         and/or the purchase of completed Drafts, by the C$ Lenders pursuant to
         subsection 2.16.

                  "Environmental Laws": any and all foreign, Federal, state,
         local or municipal laws, rules, orders, regulations, statutes,
         ordinances, codes, decrees, requirements of any Governmental Authority
         or other Requirements of Law (including common law) regulating,
         relating to or imposing liability or standards of conduct concerning
         protection of human health or the environment, as now or may at any
         time hereafter be in effect, including, without limitation, CERCLA;
         RCRA; the Hazardous 
<PAGE>   20
                                                                              15


         Materials Transportation Act, as amended, 49 U.S.C. Section 1801 et
         seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C.
         Section 1251 et seq.; the Toxic Substances Control Act, 15 U.S.C.
         Section 2601 et seq.; the Clean Air Act, 42 U.S.C. Section 7401 et
         seq.; the Safe Drinking Water Act, 42 U.S.C. Section 3808 et seq.; the
         Oil Pollution Act of 1990, 33 U.S.C. Section 2701 et seq.; the
         Emergency Planning and Community Right-To-Know-Act of 1986, 42 U.S.C.
         Section 11001 et seq.; any applicable state and local or foreign
         counterparts or equivalents; and any Canadian federal, provincial,
         municipal or local counterparts or equivalents thereof, including the
         Canadian Environmental Protection Act, as amended, the Environmental
         Protection Act (Ontario), as amended, and the Ontario Water Resources
         Act and any foreign counterparts or equivalents thereof; and the terms
         and conditions of any environmental permit issued pursuant to any
         Environmental Law to either Borrower or its Subsidiaries or any
         facility owned or operated by such Borrower or its Subsidiaries.

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

                  "Eurocurrency Reserve Requirements": for any day as applied to
         a Eurodollar Loan, the aggregate (without duplication) of the rates
         (expressed as a decimal fraction) of reserve requirements in effect on
         such day (including, without limitation, basic, supplemental, marginal
         and emergency reserves under any regulations of the Board of Governors
         of the Federal Reserve System or other Governmental Authority having
         jurisdiction with respect thereto) dealing with reserve requirements
         prescribed for eurocurrency funding (currently referred to as
         "Eurocurrency Liabilities" in Regulation D of such Board) maintained by
         a member bank of such System.

                  "Eurodollar Base Rate": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, the rate per annum
         determined by the US Administrative Agent to be the arithmetic mean
         (rounded to the nearest 1/100th of 1%) of the offered rates for
         deposits in Dollars with a term comparable to such Interest Period that
         appears on the Telerate British Bankers Assoc. Interest Settlement
         Rates Page (as defined below) at approximately 11:00 A.M., London time,
         on the second full Business Day preceding the first day of such
         Interest Period; provided, however, that if there shall at any time no
         longer exist a Telerate British Bankers Assoc. Interest Settlement
         Rates Page, "Eurodollar Base Rate" shall mean, with respect to each day
         during each Interest Period pertaining to a Eurodollar Loan, the rate
         per annum equal to the rate at which CIBC is offered Dollar deposits at
         or about 10:00 A.M., New York City time, two Business Days prior to the
         beginning of such Interest Period in the interbank eurodollar market
         where the eurodollar and foreign currency and exchange operations in
         respect of its Eurodollar Loans are then being conducted for delivery
         on the first day of such Interest Period for the number of days
         comprised therein and in an amount comparable to the amount of its
         Eurodollar Loan to be outstanding during such Interest Period.
         "Telerate British Bankers Assoc. Interest Settlement Rates Page" shall
         mean the display designated as 
<PAGE>   21
                                                                              16


         Page 3750 on the Telerate System Incorporated Service (or such other
         page as may replace such page on such service for the purpose of
         displaying the rates at which Dollar deposits are offered by leading
         banks in the London interbank deposit market).

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

                  "Eurodollar Rate": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, a rate per annum
         determined for such day in accordance with the following formula
         (rounded upward to the nearest 1/100th of 1%):

                                Eurodollar Base Rate
                     ----------------------------------------
                     1.00 - Eurocurrency Reserve Requirements

                  "Event of Default": any of the events specified in Section 9,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.

                  "Excess Cash Flow": with respect to any fiscal year of the
         Company, an amount equal to (a) Consolidated Net Income for such fiscal
         year, plus (b) amortization and depreciation for such fiscal year, plus
         (c) extraordinary, unusual or non-recurring losses for such fiscal
         year, minus (d) extraordinary, unusual or non-recurring gains for such
         fiscal year, minus (e) capital expenditures made in accordance with
         subsection 8.9 during such fiscal year, minus (f) payments of principal
         on Indebtedness resulting in a permanent reduction of such Indebtedness
         during such fiscal year (other than mandatory prepayments pursuant to
         subsection 4.3), minus (g) amounts arising from sales of assets
         permitted by subsection 8.6 during such fiscal year to the extent
         included in Consolidated Net Income and paid to the Lenders as a
         mandatory prepayment pursuant to subsection 4.3(c), minus (h) increases
         in Consolidated Working Capital for such fiscal year, plus (i)
         decreases in Consolidated Working Capital for such fiscal year.

                  "Existing Credit Agreement": as defined in the recitals
         hereto.

                  "Fee Mortgages": the Fee Mortgages executed and delivered by
         the Company and certain Subsidiaries of the Company under the Existing
         Credit Agreement, as affirmed, amended and restated as of the Closing
         Date pursuant to the Global Affirmation and Restatement, covering the
         assets listed on Schedule 1.1C under the heading "Fee Mortgage
         Properties", in substantially the form of Exhibit C-1 to the Existing
         Credit Agreement, as the same may be amended, supplemented or otherwise
         modified from time to time.

                  "Federal Funds Rate": for any particular date, an interest
         rate per annum equal to the interest rate (rounded upward to the
         nearest 1/16th of 1%) offered in the 
<PAGE>   22
                                                                              17

         interbank market to the US Administrative Agent as the overnight
         Federal Funds Rate at or about 10:00 A.M., New York City time, on such
         day (or, if such day is not a Business Day, for the next preceding
         Business Day).

                  "Financing Lease": any lease of property, real or personal,
         the obligations of the lessee in respect of which are required in
         accordance with GAAP to be capitalized on a balance sheet of the
         lessee.

                  "GAAP": generally accepted accounting principles in the United
         States of America on the date hereof, except that, for purposes of
         subsection 7.1, such term shall mean such principles in effect from
         time to time.

                  "Global Affirmation and Restatement": the Global Affirmation
         and Restatement to be executed and delivered by each Loan Party on the
         Closing Date, substantially in the form of Exhibit G.

                  "Governmental Authority": any nation or government, any state,
         province or other political subdivision thereof and any entity
         exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government, including the
         National Association of Insurance Commissioners.

                  "Guarantee": each of (a) the US Guarantee and Collateral
         Agreement and (b) any other guarantee hereafter delivered to either
         Administrative Agent guaranteeing the obligations and liabilities of
         each of the Loan Parties hereunder or under any other Loan Documents,
         including, without limitation, any guarantee delivered pursuant to
         subsection 7.10.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
         person"), without duplication, any obligation of (a) the guaranteeing
         person or (b) another Person (including, without limitation, any bank
         under any letter of credit) to induce the creation of which the
         guaranteeing person has issued a reimbursement, counterindemnity or
         similar obligation, in either case guaranteeing or in effect
         guaranteeing any Indebtedness, leases, dividends or other obligations
         (the "primary obligations") of any other third Person (the "primary
         obligor") in any manner, whether directly or indirectly, including,
         without limitation, any obligation of the guaranteeing person, whether
         or not contingent, (i) to purchase any such primary obligation or any
         property constituting direct or indirect security therefor, (ii) to
         advance or supply funds (1) for the purchase or payment of any such
         primary obligation or (2) to maintain working capital or equity capital
         of the primary obligor or otherwise to maintain the net worth or
         solvency of the primary obligor, (iii) to purchase property, securities
         or services primarily for the purpose of assuring the owner of any such
         primary obligation of the ability of the primary obligor to make
         payment of such primary obligation or (iv) otherwise to assure or hold
         harmless the owner of any such primary obligation against loss in
         respect thereof; provided, however, that the term Guarantee Obligation
         shall not include endorsements of instruments for deposit or collection
         in the ordinary course of business or 
<PAGE>   23
                                                                              18


         indemnities issued in the ordinary course of business not to exceed
         $150,000 in the aggregate for all such indemnities. The amount of any
         Guarantee Obligation of any guaranteeing person shall be deemed to be
         the lower of (a) an amount equal to the stated or determinable amount
         of the primary obligation in respect of which such Guarantee Obligation
         is made and (b) the maximum amount for which such guaranteeing person
         may be liable pursuant to the terms of the instrument embodying such
         Guarantee Obligation, unless such primary obligation and the maximum
         amount for which such guaranteeing person may be liable are not stated
         or determinable, in which case the amount of such Guarantee Obligation
         shall be such guaranteeing person's maximum reasonably anticipated
         liability in respect thereof as determined by the Company in good
         faith.

                  "Guarantor": any Person which is now or hereafter a party to a
         Guarantee.

                  "Hazardous Materials": any hazardous materials, hazardous
         wastes, hazardous constituents, hazardous or toxic substances,
         petroleum products (including crude oil or any fraction thereof),
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, (a) any petroleum or petroleum products,
         radioactive materials, asbestos in any form that is friable, urea
         formaldehyde foam insulation, transformers or other equipment that
         contain dielectric fluid containing levels of polychlorinated
         biphenyls, and radon gas in excess of four picocuries per liter; (b)
         any chemicals, materials or substances defined as or included in the
         definition of "hazardous substances," "hazardous waste," "hazardous
         materials," "extremely hazardous waste," "restricted hazardous waste,"
         "toxic substances," "toxic pollutants," "contaminants," or
         "pollutants," or words of similar import, under any applicable
         Environmental Law; and (c) any other chemical, material or substance,
         exposure to which is prohibited, limited or regulated by any
         governmental authority.

                  "Hedging Agreements": (a) any interest rate protection
         agreement, interest rate future, interest rate option, interest rate
         swap, interest rate cap or other interest rate hedge or arrangement
         under which the Company or any of its Subsidiaries is a party or a
         beneficiary and (b) any agreement or arrangement designed to limit or
         eliminate the risk and/or exposure of either of the Company or any of
         its Subsidiaries to fluctuations in currency exchange rates.

                  "Hedging Lender": any Lender, or any Affiliate of any Lender,
         which from time to time enters into a Hedging Agreement with either of
         the Company or any of its Subsidiaries.

                  "Houston Acquisition": the consummation of the acquisition of
         the outdoor advertising assets serving the Houston, Texas, market
         contemplated by the Option in respect thereof referred to in the
         Purchase Agreement in accordance with the terms thereof and receipt by
         the Administrative Agent of evidence satisfactory to it that all
         conditions precedent set forth in subsection 6.1 applicable to the
         assets subject to such acquisition and the transactions contemplated
         thereby have been satisfied to the 
<PAGE>   24
                                                                              19


         same extent as if such assets and such transactions had been included
         in the Acquisition consummated on the Original Closing Date and covered
         by subsection 6.1 for the purposes thereof.

                  "Houston Disposition": the sale by the Company of either (i)
         all or a portion of the assets representing outdoor advertising assets
         serving the Houston, Texas, market or (ii) the sale by the Company of
         the option in respect thereof described in and in accordance with the
         Purchase Agreement.

                  "Hypothec": that certain agreement creating an immoveable and
         movable hypothec in respect of the immovable and movable property
         described therein, made by the Canadian Borrower hereunder in favor of
         the Canadian Administrative Agent on its behalf and as agent for the
         other Lenders named therein, substantially in the form thereof attached
         hereto as part of Exhibit H.

                  "Indebtedness": of any Person at any date, (a) all
         indebtedness of such Person for borrowed money or for the deferred
         purchase price of property or services (other than current trade
         liabilities incurred in the ordinary course of business and payable in
         accordance with customary practices), (b) any other indebtedness of
         such Person which is evidenced by a note, bond, debenture or similar
         instrument, (c) all obligations of such Person under Financing Leases,
         (d) all obligations of such Person in respect of acceptances issued or
         created for the account of such Person and in respect of unpaid
         reimbursement obligations with respect to drawings made under any
         letter of credit issued for the account of such Person, (e) all
         liabilities secured by any Lien on any property owned by such Person
         even though such Person has not assumed or otherwise become liable for
         the payment thereof and (f) for purposes of subsection 8.2 and Section 
         9(e), all obligations of such Person in respect of Hedging Agreements.

                  "Insolvency": with respect to any Multiemployer Plan, the
         condition that such Plan is insolvent within the meaning of Section 
         4245 of ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Interest Payment Date": (a) as to any ABR Loan, the last day
         of each March, June, September and December to occur while such Loan is
         outstanding, (b) as to any Eurodollar Loan having an Interest Period of
         three months or less, the last day of such Interest Period, and (c) as
         to any Eurodollar Loan having an Interest Period longer than three
         months, each day which is three months, or a whole multiple thereof,
         after the first day of such Interest Period and the last day of such
         Interest Period.

                  "Interest Period": with respect to any Eurodollar Loan:

                                  (i) initially, the period commencing on the
                  borrowing or conversion date, as the case may be, with respect
                  to such Eurodollar Loan 
<PAGE>   25
                                                                              20

                  and ending one, two, three, six or, if acceptable to each of
                  the Lenders, twelve months thereafter, as selected by the
                  relevant Borrower in its notice of borrowing or notice of
                  conversion, as the case may be, given with respect thereto;
                  and

                                 (ii) thereafter, each period commencing on the
                  last day of the next preceding Interest Period applicable to
                  such Eurodollar Loan and ending one, two, three, six or, if
                  acceptable to each of the Lenders, twelve months thereafter,
                  as selected by the relevant Borrower by irrevocable notice to
                  the applicable Administrative Agent not less than three
                  Business Days prior to the last day of the then current
                  Interest Period with respect thereto;

         provided that, all of the foregoing provisions relating to Interest
         Periods are subject to the following:

                           (1) if any Interest Period pertaining to a Eurodollar
                  Loan would otherwise end on a day that is not a Business Day,
                  such Interest Period shall be extended to the next succeeding
                  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 immediately
                  preceding Business Day;

                           (2) any Interest Period that would otherwise extend
                  beyond (a) the US Revolving Credit Commitment Termination Date
                  or the Canadian Revolving Credit Commitment Termination Date,
                  as the case may be, (in the case of Revolving Credit Loans)
                  shall end on the U.S. Revolving Credit Commitment Termination
                  Date or Canadian Revolving Credit Commitment Termination Date,
                  as the case may be, (b) the U.S. Tranche A Maturity Date or
                  the Canadian Tranche A Maturity Date, as the case may be (in
                  the case of the U.S. Tranche A Term Loans or the Canadian
                  Tranche A Term Loans, as the case may be) shall end on the
                  U.S. Tranche A Maturity Date or the Canadian Tranche A
                  Maturity Date, as the case may be, or (c) the U.S. Tranche B
                  Maturity Date or the Canadian Tranche B Maturity Date, as the
                  case may be (in the case of the U.S. Tranche B Term Loans or
                  the Canadian Tranche B Term Loans, as the case may be) shall
                  end on the U.S. Tranche B Maturity Date or the Canadian
                  Tranche B Maturity Date, as the case may be;

                           (3) any Interest Period pertaining to a Eurodollar
                  Loan 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 a calendar month; and

                           (4) each Borrower shall select Interest Periods so as
                  not to require a payment or prepayment of any Eurodollar Loan
                  during an Interest Period for such Loan.
<PAGE>   26
                                                                              21

                  "Interim Adjustments": for the first three full fiscal
         quarters of the Company following the Original Closing Date, the Total
         Leverage Ratio and the Senior Leverage Ratio shall be calculated by
         including in Consolidated Operating Cash Flow for the applicable
         four-quarter period the actual Consolidated Operating Cash Flow for the
         portion of such period of the Company and its Subsidiaries occurring
         prior to the Original Closing Date, on a pro forma basis assuming (i)
         that the Acquisition had been consummated on the first day of such
         period and (ii) adjustments to such pro forma Consolidated Operating
         Cash Flow for such pre-closing period attributable to the Company's
         projected cost savings resulting from the Acquisition as determined by
         Deloitte & Touche LLP and reasonably acceptable to the US
         Administrative Agent.

                  "Issuing Lenders": the collective reference to the US Issuing
         Lender and the Canadian Issuing Lender.

                  "Leasehold Mortgages": the Leasehold Mortgages executed and
         delivered by the Company and certain Subsidiaries of the Company under
         the Existing Credit Agreement, as affirmed, amended and restated on the
         Closing Date pursuant to the Global Affirmation and Restatement, with
         respect to the assets listed on Schedule 1.1C under the heading
         "Leasehold Mortgage Properties", in substantially the form of Exhibit
         C-2 to the Existing Credit Agreement, as the same may be amended,
         supplemented or otherwise modified from time to time.

                  "L/C Commitments": the collective reference to the US L/C
         Commitments and the Canadian L/C Commitments.

                  "L/C Fee Payment Date": the last day of each March, June,
         September and December.

                  "L/C Obligations": the collective reference to the US L/C
         Obligations and the Canadian L/C Obligations.

                  "L/C Participants": the collective reference the US L/C
         Participants and the Canadian L/C Participants.

                  "L/C Participating Interest": with respect to any Letter of
         Credit (a) in the case of the Issuing Lender with respect thereto, its
         interest in such Letter of Credit and any Application relating thereto
         after giving effect to the granting of participating interests therein,
         if any, pursuant hereto and (b) in the case of each L/C Participant,
         its undivided participating interest in such Letter of Credit and any
         Application relating thereto.

                  "L/C Reimbursement Obligations": the collective reference to
         the US L/C Reimbursement Obligations and the Canadian L/C Reimbursement
         Obligations.
<PAGE>   27
                                                                              22

                  "Letters of Credit": the collective reference to the US
         Letters of Credit and the Canadian Letters of Credit.

                  "Lien": any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest or any preference, priority or other security
         agreement or preferential arrangement (other than those provisions of
         the Company's Certificate of Incorporation in effect on the date hereof
         which provide for preferential rights of any class of the Company's
         preferred or common stock over any other class of the Company's
         preferred or common stock) of any kind or nature whatsoever (including,
         without limitation, any conditional sale or other title retention
         agreement and any Financing Lease having substantially the same
         economic effect as any of the foregoing).

                  "Loan": any loan made, including, in the case of C$ Loans, any
         Bankers' Acceptance purchased or accepted, by any Lender pursuant to
         this Agreement.

                  "Loan Documents": this Agreement, any Notes, the Applications,
         each Bankers' Acceptance, the Security Documents, each Guarantee and
         the Global Affirmation and Restatement.

                  "Loan Parties": the Company and each Subsidiary of the Company
         which is a party to a Loan Document.

                  "Majority Lenders": at any time, Lenders the Commitment
         Percentages of which aggregate more than 50%.

                  "Material Adverse Effect": a material adverse effect on (a)
         the business, operations, property, condition (financial or otherwise)
         or prospects of the Company and its Subsidiaries taken as a whole or
         (b) the validity or enforceability of this Agreement, any of the Notes
         or any Application or any of the other Loan Documents or the rights or
         remedies of the Administrative Agents or the Lenders hereunder or
         thereunder.

                  "Materials of Environmental Concern": any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, asbestos, polychlorinated biphenyls and
         urea-formaldehyde insulation.

                  "Mortgages": the collective reference to each of the Fee
         Mortgages and Leasehold Mortgages executed and delivered by the Company
         pursuant to the Existing Credit Agreement, as the same may be amended,
         supplemented or otherwise modified from time to time.

                  "Mortgage Supplement": each mortgage supplement (or equivalent
         document, as each jurisdiction may require) amending each Mortgage (as
         defined in 
<PAGE>   28
                                                                              23

         the Existing Credit Agreement) under the Existing Credit Agreement,
         executed and delivered by the Company on the Original Closing Date, in
         substantially the form of Exhibit C-1 or C-2, as the case may be, to
         the Existing Credit Agreement.

                  "Multiemployer Plan": a Plan which is a multiemployer plan as
         defined in Section 4001(a)(3) of ERISA.

                  "Net Cash Proceeds": (a) with respect to any sale or other
         disposition of assets by the Company or any of its Subsidiaries, the
         net amount equal to the aggregate amount received in cash (including
         any cash received by way of deferred payment pursuant to a note
         receivable, other non-cash consideration or otherwise, but only as and
         when such cash is so received) in connection with such sale or other
         disposition minus the sum of (i) the reasonable fees (including,
         without limitation, reasonable attorneys' fees), commissions and other
         out-of-pocket expenses (as evidenced by supporting documentation
         reasonably satisfactory to the Administrative Agent) incurred or paid
         for by the Company or such Subsidiary in connection with such sale or
         other disposition and (ii) federal, state and local taxes incurred in
         connection with such sale or other disposition, whether payable at such
         time or thereafter; and

                  (b) with respect to any issuance, sale or other disposition of
         any Capital Stock or debt security by the Company or any of its
         Subsidiaries (other than to the Company or any of its Subsidiaries),
         the net amount equal to the aggregate amount received in cash in
         connection with such issuance, sale or other disposition minus the sum
         of (i) the reasonable fees, commissions and other out-of-pocket
         expenses incurred by the Company or such Subsidiary in connection with
         such issuance, sale or other disposition and (ii) federal, state and
         local taxes incurred in connection with such issuance, sale or other
         disposition, whether payable at such time or thereafter.

                  "Non-Excluded Taxes": as defined in subsection 4.11.

                  "Notes": the collective reference to the U.S. Revolving Credit
         Notes and the Term Notes, if any.

                  "Obligations": the collective reference to the unpaid
         principal of and interest (including, without limitation, interest
         accruing after the maturity of the Loans and interest accruing after
         the filing of any petition in bankruptcy, or the commencement of any
         insolvency, reorganization or like proceeding, relating to either
         Borrower, whether or not a claim for post-filing or post-petition
         interest is allowed in such proceeding) on the Loans and all other
         obligations and liabilities of the Borrowers to the Administrative
         Agents and the Lenders and their respective Affiliates, including,
         without limitation, the L/C Reimbursement Obligations, Bankers'
         Acceptances purchased or accepted and then outstanding and any
         obligation of the Company under any Hedging Agreement entered into with
         any Hedging Lender, whether direct or indirect, absolute or contingent,
         due or to become due, or now existing or hereafter incurred, which may
         arise under, out of, or in connection with, this 
<PAGE>   29
                                                                              24


         Agreement, the Notes, the other Loan Documents or any Hedging Agreement
         entered into with any Hedging Lender or any other document made,
         delivered or given in connection herewith or therewith, in each case
         whether on account of principal, interest, reimbursement obligations,
         fees, indemnities, costs, expenses or otherwise (including, without
         limitation, all reasonable fees and disbursements of counsel to the
         Administrative Agents or to the Lenders that are required to be paid by
         either Borrower pursuant to the terms hereof or any other Loan
         Document).

                  "Original Closing Date": the Closing Date under and as defined
         in the Existing Credit Agreement prior to its amendment and restatment
         hereunder; the Original Closing Date shall mean August 22, 1996.

                  "Participant": as defined in subsection 11.6(b).

                  "PBGC": the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA.

                  "Permitted Acquisitions": any acquisition made by the Company
         or any of its Subsidiaries, whether through a purchase of Capital Stock
         or assets or through a merger, consolidation or amalgamation, of
         another Person or the assets constituting an operating business unit of
         another Person, provided that (a)(i) in the case of any such
         acquisition consummated on or prior to December 31, 1996, such
         acquisition shall not be permitted to the extent that the aggregate
         amount of consideration (other than consideration consisting of shares
         of common stock of the Company) given by the Company and its
         Subsidiaries for all such acquisitions during the period from the
         Original Closing Date through December 31, 1996 would exceed
         $50,000,000, and (ii) in the case of any such acquisition consummated
         during the 1997 calendar year, such acquisition shall not be permitted
         to the extent that the aggregate amount of consideration (other than
         consideration consisting of shares of common stock of the Company)
         given by the Company and its Subsidiaries for all such acquisitions
         during the period from the Original Closing Date through December 31,
         1997 would exceed $150,000,000, (b)(i) at the time of such acquisition
         and after giving effect thereto no Default or Event of Default shall
         have occurred and be continuing and (ii) the business so acquired
         operates within markets in which the Company and its Subsidiaries are
         operating at the time of such acquisition, and (c) in the case of any
         acquisition the aggregate consideration for which exceeds $25,000,000
         (other than consideration consisting of shares of common stock of the
         Company), the Company shall have provided to each Lender reasonably
         prior to the date of consummation of such acquisition (x) all then
         available information relating to such business, including, without
         limitation, historical and projected revenue and cash flow information
         and information regarding Advertising Displays such as type, number,
         location and occupancy and (y) pro forma projections showing compliance
         with this Agreement after giving effect to such acquisition.

                  "Permitted Liens": Liens permitted under subsection 8.3.
<PAGE>   30
                                                                              25


                  "Person": an individual, partnership, corporation, business
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.

                  "Plan": at a particular time, any employee benefit plan which
         is covered by ERISA and in respect of which the Company or a Commonly
         Controlled Entity is (or, if such plan were terminated at such time,
         would under Section 4069 of ERISA be deemed to be) an "employer" as
         defined in Section 3(5) of ERISA.

                  "Properties": as defined in subsection 5.17.

                  "Purchase Agreement": the Asset Purchase Agreement, dated as
         of July 9, 1996, as amended, among the Company and the Sellers.

                  "Refunding Bankers' Acceptance": as defined in subsection
         2.16(c).

                  "Register": as defined in subsection 11.6(d).

                  "Regulation U": Regulation U of the Board of Governors of the
         Federal Reserve System as in effect from time to time.

                  "Reorganization": with respect to any Multiemployer Plan, the
         condition that such plan is in reorganization within the meaning of
         Section 4241 of ERISA.

                  "Reportable Event": any of the events set forth in Section 
         4043(b) of ERISA, other than those events as to which the thirty day
         notice period is waived under subsections .13, .14, .16, .18, .19 or
         .20 of PBGC Reg. Section 2615.

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

                  "Responsible Officer": the chairman of the Board of Directors
         or the chief executive officer of the relevant Borrower or, with
         respect to financial matters, the chief financial officer of the
         relevant Borrower.

                  "Revolving Credit Commitments": the collective reference to
         the US Revolving Credit Commitments and the Canadian Revolving Credit
         Commitments.

                  "Revolving Credit Loans": the collective reference to the US
         Revolving Credit Loans and the Canadian Revolving Credit Loans.

                  "SEC": United States Securities and Exchange Commission.
<PAGE>   31
                                                                              26


                  "Securities Act": the Securities Act of 1933, as amended.

                  "Security Documents": the collective reference to the Canadian
         Security Documents, the US Guarantee and Collateral Agreement, the
         Mortgages, the Mortgage Supplements and all other security documents
         hereafter delivered to either Administrative Agent granting a Lien on
         any asset or assets of any Person to secure the obligations and
         liabilities of either or both of the Borrowers hereunder or under any
         of the other Loan Documents or to secure any guarantee of any such
         obligations and liabilities, including, without limitation, any
         security document delivered pursuant to subsection 7.10.

                  "Sellers" Gannett Co., Inc., Combined Communications
         Corporation, Gannett Transit, Inc., Gannett Outdoor Co. of Texas,
         Shelter Media Communications, Inc., and Gannett International
         Communications, Inc.

                  "Senior Leverage Ratio": as of any date of determination, the
         ratio of (a) the sum (on a consolidated basis without duplication) of
         (i) all Indebtedness of the Company and its Subsidiaries outstanding on
         such date other than any Subordinated Indebtedness and (ii) all
         Guarantee Obligations of the Company and its Subsidiaries outstanding
         on such date in respect of Indebtedness of any third Person other than
         any subordinated Guarantee Obligations in respect of Subordinated
         Indebtedness to (b) Consolidated Operating Cash Flow for the then most
         recently ended period of four consecutive calendar quarters for which
         financial statements shall have been delivered to the Lenders pursuant
         to subsection 7.1, provided that, for any such period that includes
         periods prior to the Original Closing Date, Consolidated Operating Cash
         Flow shall be adjusted by giving effect to the Interim Adjustments with
         respect thereto.

                  "Senior Notes": those 10-3/4% Senior Notes due 2003 issued by
         the Company pursuant to the Senior Note Indenture that remain
         outstanding as of the Closing Date.

                  "Senior Note Indenture": the Indenture dated as of August 15,
         1993, between the Company and United States Trust Company of New York,
         relating to the Senior Notes.

                  "Senior Subordinated Indenture": the Indenture, dated as of
         October 15, 1996, among the Company, certain of its Subsidiaries and
         The Bank of New York, as Trustee, relating to the Senior Subordinated
         Notes.

                  "Senior Subordinated Notes": those 9-3/8% Senior Subordinated
         Notes due 2006 issued by the Company pursuant to the Senior
         Subordinated Indenture.

                  "Single Employer Plan": any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.
<PAGE>   32
                                                                              27


                  "Solvent" and "Solvency": with respect to any Person on a
         particular date, the condition that on such date, (a) the fair value of
         the property of such Person is greater than the total amount of
         liabilities, including, without limitation, 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 is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small amount of capital.

                  "Subordinated Bridge Agreement": the Senior Subordinated
         Credit Agreement, dated as of July 9, 1996, among the Company, the
         Guarantors parties thereto and Canadian Imperial Bank of Commerce.

                  "Subordinated Indebtedness": the Indebtedness of the Company
         evidenced by the Senior Subordinated Notes.

                  "Subsidiary": as to any Person, a corporation, partnership or
         other entity of which shares of stock or other ownership interests
         having ordinary voting power (other than stock or such other ownership
         interests having such power only by reason of the happening of a
         contingency) to elect a majority of the board of directors or other
         managers of such corporation, partnership or other entity are at the
         time owned, or the management of which is otherwise controlled,
         directly or indirectly through one or more intermediaries, or both, by
         such Person. Unless otherwise qualified, all references to a
         "Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
         Subsidiary or Subsidiaries of the Company in existence on the date of
         this Agreement.

                  "Subsidiary Guarantor": each Subsidiary of the Company that is
         a party to the US Guarantee and Collateral Agreement or any other
         Guarantee as a guarantor thereunder.

                  "Term Loans": the collective reference to the US Tranche A
         Term Loans, the US Tranche B Term Loans, the Canadian Tranche A Term
         Loans and the Canadian Tranche B Term Loans.

                  "Term Loan Commitments": the collective reference to the US
         Tranche A Term Loan Commitments, the Canadian Tranche A Term Loan
         Commitments, the US Tranche B Term Loan Commitments and the Canadian
         Tranche B Term Loan Commitments; collectively, as to all the Term Loan
         Lenders, the "Term Commitments."

                  "Term Loan Lenders": the collective reference to the Tranche A
         Term Loan Lenders and the Tranche B Term Loan Lenders.
<PAGE>   33
                                                                              28

                  "Term Notes": the collective reference to the US Tranche A
         Term Notes, the US Tranche B Term Notes and the Canadian Tranche B Term
         Notes.

                  "Tobacco Advertising Revenue": the gross revenue the Company
         and its Subsidiaries derive from posting tobacco advertisements on
         Advertising Displays.

                  "Total Leverage Ratio": as of any date of determination, the
         ratio of (a) the sum (on a consolidated basis without duplication) of
         (i) all Indebtedness of the Company and its Subsidiaries outstanding on
         such date and (ii) all Guarantee Obligations of the Company and its
         Subsidiaries outstanding on such date in respect of Indebtedness of any
         third Person to (b) Consolidated Operating Cash Flow for the then most
         recently ended period of four consecutive calendar quarters for which
         financial statements shall have been delivered to the Lenders pursuant
         to subsection 7.1, provided that for any such period that includes
         periods prior to the Original Closing Date, Consolidated Operating Cash
         Flow shall be adjusted by giving effect to the Interim Adjustments with
         respect thereto.

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

                  "Tranche A Term Loan Lenders": at any time, the collective
         reference to Lenders that have made any Tranche A Term Loans that are
         then outstanding.

                  "Tranche A Term Loans": the collective reference to the US
         Tranche A Term Loans and the Canadian Tranche A Term Loans.

                  "Tranche B Term Loan Lenders": at any time, the collective
         reference to Lenders that have made any Tranche B Term Loans that are
         then outstanding.

                  "Tranche B Term Loans": the collective reference to the US
         Tranche B Term Loans and the Canadian Tranche B Term Loans.

                  "Transferee": as defined in subsection 11.6(f).

                  "Type": (a) as to any US$ Loan, its nature as an ABR Loan or a
         Eurodollar Loan and (b) as to any C$ Loan, its nature as a C$ Prime
         Loan or a Bankers' Acceptance.

                  "Uniform Customs": the Uniform Customs and Practice for
         Documentary Credits (1993 Revision), International Chamber of Commerce
         Publication No. 500, as the same may be amended from time to time.

                  "US Administrative Agent": Canadian Imperial Bank of Commerce,
         New York Agency, together with its affiliates, as the arranger of the
         Commitments and as 
<PAGE>   34
                                                                              29


         the administrative agent for the US$ Lenders under this Agreement and
         the other Loan Documents.

                  "US Dollars" and "US$": dollars in lawful currency of the
         United States of America.

                  "US$ Equivalent": on any date of determination, with respect
         to any amount in C$, the equivalent in US Dollars of such amount,
         determined by the US Administrative Agent using the Canadian Exchange
         Rate then in effect.

                  "US$ Exchange Rate": on a particular date, the rate at which
         US$ may be exchanged into C$, determined by reference to the Bank of
         Canada noon rate as published on the Reuters Screen page BOFC on the
         immediately preceding Business Day. In the event that such rate does
         not appear on such Reuters page, the "US$ Exchange Rate" shall be
         determined by reference to any other means (as selected by the relevant
         Administrative Agent) by which such rate is quoted or published from
         time to time by the Bank of Canada (in each case as in effect at or
         about 12:00 Noon, Local Time, on the Business Day immediately preceding
         the relevant date of determination); provided, that if at the time of
         any such determination, for any reason, no such exchange rate is being
         quoted or published, the relevant Administrative Agent may use any
         reasonable method as it deems applicable to determine such rate, and
         such determination shall be conclusive absent manifest error.

                  "US$ Lender": each US Revolving Credit Lender, US Tranche A
         Term Loan Lender, US Tranche B Term Loan Lender and Canadian Tranche B
         Term Loan Lender.

                  "US$ Loans": the collective reference to the US Revolving
         Credit Loans, US Tranche A Term Loans, US Tranche B Term Loans and
         Canadian Tranche B Term Loans.

                  "US Guarantee and Collateral Agreement": the US Guarantee and
         Collateral Agreement executed and delivered under the Existing Credit
         Agreement by the Company and each of its Subsidiaries other than
         Subsidiaries of the Canadian Borrower existing on the Closing Date (it
         being understood that the Canadian Borrower is a party thereto in
         respect of its acknowledgement of the pledge therein of its Capital
         Stock and not as guarantor or grantor of Collateral), as affirmed,
         amended and restated on the Closing Date pursuant to the Global
         Affirmation and Restatement, in substantially the form of Exhibit B to
         the Existing Credit Agreement, as the same may be amended, supplemented
         or otherwise modified from time to time.

                  "US Issuing Lender": CIBC, in its capacity as issuer of any US
         Letter of Credit.

                  "US L/C Commitment": US$35,000,000.
<PAGE>   35
                                                                              30


                  "US L/C Obligations": at any time, an amount equal to the sum
         of (a) the aggregate then undrawn and unexpired amount of the then
         outstanding US Letters of Credit and (b) the aggregate amount of
         drawings under US Letters of Credit which have not then been reimbursed
         pursuant to subsection .

                  "US L/C Participants": the collective reference to all the US
         Revolving Credit Lenders other than the US Issuing Lender.

                  "US L/C Reimbursement Obligation": the obligation of the
         Company to reimburse the US Issuing Lender pursuant to subsection for
         amounts drawn under US Letters of Credit.

                  "US Letters of Credit": as defined in subsection 3.1(a).

                  "US Revolving Credit Commitment": as to any US Revolving
         Credit Lender, its obligation to make US Revolving Credit Loans to,
         and/or issue or participate in US Letters of Credit issued on behalf
         of, the US Borrower in an aggregate amount not to exceed at any one
         time outstanding the amount set forth under such US Revolving Credit
         Lender's name on Schedule 1.1A opposite the heading "US Revolving
         Credit Commitment" or, in the case of any Lender that is an Assignee,
         the amount of the assigning Lender's US Revolving Credit Commitment
         assigned to such Assignee pursuant to subsection 11.6 (in each case as
         such amount may be adjusted from time to time as provided herein).

                  "US Revolving Credit Commitment Percentage": as to any US
         Revolving Credit Lender, the percentage of the aggregate US Revolving
         Credit Commitments constituted by its US Revolving Credit Commitment
         (or, if the US Revolving Credit Commitments have terminated or expired,
         the percentage which (i) the sum of (a) such Lender's then outstanding
         US Revolving Credit Loans plus (b) such Lender's interests in the
         aggregate US L/C Obligations then outstanding then constitutes of (ii)
         the sum of (a) the aggregate US Revolving Credit Loans of all the US
         Revolving Credit Lenders then outstanding plus (b) the aggregate US L/C
         Obligations then outstanding).

                  "US Revolving Credit Commitment Period": the period from and
         including the Closing Date to but not including the US Revolving Credit
         Commitment Termination Date.

                  "US Revolving Credit Commitment Termination Date": the earlier
         of (a) December 31, 2002 or, if such date is not a Business Day, the
         Business Day next preceding such date and (b) the date upon which the
         US Revolving Credit Commitments shall be terminated pursuant hereto.

                  "US Revolving Credit Lender": any Lender having a US Revolving
         Credit Commitment or that holds outstanding US Revolving Credit Loans
         or US L/C Participating Interests hereunder.
<PAGE>   36
                                                                              31


                  "US Revolving Credit Loans":  as defined in subsection 2.1.

                  "US Revolving Credit Notes": as defined in subsection 2.3.

                  "US Term Loan Lenders": the collective reference to the US
         Tranche A Term Loan Lenders and the US Tranche B Term Loan Lenders.

                  "US Term Loans": as defined in subsection 2.8.

                  "US Tranche A Maturity Date": December 31, 2002.

                  "US Tranche A Term Loan Commitment": as to any US Tranche A
         Term Loan Lender, its obligation to make a US Tranche A Term Loan to
         the Company pursuant to subsection 2.9 in an amount equal to the amount
         set forth under such US Tranche A Term Loan Lender's name in Schedule
         1.1A opposite the heading "US Tranche A Term Loan Commitment";
         collectively, the "US Tranche A Term Loan Commitments".

                  "US Tranche A Term Loan Commitment Percentage": as to any US
         Tranche A Term Loan Lender, the percentage of the aggregate US Tranche
         A Term Loan Commitments constituted by its US Tranche A Term Loan
         Commitment or, following the Closing Date, the percentage of the
         aggregate outstanding US Tranche A Term Loans constituted by its US
         Tranche A Term Loan.

                  "US Tranche A Term Loan Lender": any Lender having a US
         Tranche A Term Loan Commitment hereunder or that holds outstanding US
         Tranche A Term Loans.

                  "US Tranche A Term Loan": as defined in subsection 2.8.

                  "US Tranche A Term Note": as defined in subsection 2.10(a).

                  "US Tranche B Maturity Date": December 31, 2003.

                  "US Tranche B Term Loan Commitment": as to any US Tranche B
         Term Loan Lender, its obligation to make a US Tranche B Term Loan to
         the Company pursuant to subsection 2.9 in an amount equal to the amount
         set forth under such US Tranche B Term Loan Lender's name in Schedule
         1.1A opposite the heading "US Tranche B Term Loan Commitment";
         collectively, the "US Tranche B Term Loan Commitments".

                  "US Tranche B Term Loan Commitment Percentage": as to any US
         Tranche B Term Loan Lender, the percentage of the aggregate US Tranche
         B Term Loan Commitments constituted by its US Tranche B Term Loan
         Commitment or, following the Closing Date, the percentage of the
         aggregate outstanding US Tranche B Term Loans constituted by its US
         Tranche B Term Loan.
<PAGE>   37
                                                                              32


                  "US Tranche B Term Loan Lender": any Lender having a US
         Tranche B Term Loan Commitment hereunder or that holds outstanding US
         Tranche B Term Loans.

                  "US Tranche B Term Loan": as defined in subsection 2.8.

                  "US Tranche B Term Note": as defined in subsection 2.11(a).

                  "Wholly Owned Subsidiary": means any Subsidiary, all of the
         outstanding voting securities of which are owned, directly or
         indirectly, by the Company.

                  1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in any Notes or any certificate or other document made or
delivered pursuant hereto.

                  (b) As used herein and in any Notes, and any certificate or
other document made or delivered pursuant hereto, accounting terms relating to
the Company and its Subsidiaries not defined in subsection 1.1 and accounting
terms partly defined in subsection 1.1, to the extent not defined, shall have
the respective meanings given to them under GAAP.

                  (c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section ,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

                  (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.


                   SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1 US Revolving Credit Commitments. (a) Subject to the terms
and conditions hereof, each US Revolving Credit Lender severally agrees to make
revolving credit loans ("US Revolving Credit Loans") to the Company from time to
time during the US Revolving Credit Commitment Period in an aggregate principal
amount (the "Maximum Borrowing Amount") at any one time outstanding which, when
added to such US Revolving Credit Lender's US Revolving Credit Commitment
Percentage of the then outstanding US L/C Obligations, does not exceed such
Lender's US Revolving Credit Commitment; provided, however, that prior to the
consummation of the Houston Acquisition, the Maximum Borrowing Amount shall be
reduced by such Lender's US Revolving Credit Commitment Percentage of
$10,000,000. During the US Revolving Credit Commitment Period the Company may
use the US Revolving Credit Commitments by borrowing, prepaying the US Revolving
Credit Loans in whole or in part, and reborrowing, all in accordance with the
terms and conditions hereof.
<PAGE>   38
                                                                              33


                  (b) The US Revolving Credit Loans shall be denominated in US$
and may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a
combination thereof, as determined by the Company and notified to the US
Administrative Agent in accordance with subsections 2.3 and 2.7, provided that
no US Revolving Credit Loan shall be made as a Eurodollar Loan after the day
that is one month prior to the US Revolving Credit Commitment Termination Date.

                  2.2 Canadian Revolving Credit Commitments. (a) Subject to the
terms and conditions hereof, each Canadian Revolving Credit Lender severally
agrees to make revolving credit loans to, and to accept and, at the option of
the Canadian Borrower, purchase Bankers' Acceptances from, the Canadian Borrower
(such loans and acceptances and/or purchases of Bankers' Acceptances, the
"Canadian Revolving Credit Loans") from time to time during the Canadian
Revolving Credit Commitment Period in an aggregate principal amount at any one
time outstanding, when added to such Canadian Revolving Credit Lender's Canadian
Revolving Credit Commitment Percentage of the then outstanding Canadian L/C
Obligations, not to exceed such Canadian Revolving Credit Lender's Canadian
Revolving Credit Commitment. During the Commitment Period, the Canadian Borrower
may use the Canadian Revolving Credit Commitments by borrowing, prepaying or
repaying, in whole or in part, and reborrowing, the C$ Prime Loans, and by
requesting the Canadian Revolving Credit Lenders to accept or purchase Bankers'
Acceptances, all in accordance with the terms and conditions hereof.

                  (b) The Canadian Revolving Credit Loans shall be denominated
in C$ and may from time to time be (i) C$ Prime Loans, (ii) Bankers' Acceptances
or (iii) a combination thereof, as determined by the Company and notified to the
Canadian Administrative Agent in accordance with subsections 2.5 and 2.16.

                  2.3 US Revolving Credit Notes. The Company agrees that, upon
the request to the US Administrative Agent by any US Revolving Credit Lender
made on or prior to the Closing Date or in connection with any assignment
pursuant to subsection 11.6, to evidence such Lender's US Revolving Credit Loans
the Company will execute and deliver to such Lender a promissory note
substantially in the form of Exhibit A-1 to the Existing Credit Agreement, with
appropriate insertions as to payee, date and principal amount (each, as amended,
supplemented, replaced or otherwise modified from time to time, a "US Revolving
Credit Note"), payable to the order of such Lender and in a principal amount
equal to (i) the amount of the initial US Revolving Credit Commitment of such US
Revolving Credit Lender or, if less, (ii) the aggregate unpaid principal amount
of all US Revolving Credit Loans made by such US Revolving Credit Lender. Each
US Revolving Credit Lender is hereby authorized to record the date, Type and
amount of each US Revolving Credit Loan made by such US Revolving Credit Lender,
each continuation thereof, each conversion of all or a portion thereof to
another Type, the date and amount of each payment or prepayment of principal
thereof and, in the case of Eurodollar Loans, the length of each Interest Period
with respect thereto, on the schedule annexed to and constituting a part of its
US Revolving Credit Note, and any such recordation shall constitute prima facie
evidence of the accuracy of the information so recorded; provided, however, that
the failure to make any such recordation shall not affect the obligations of the
<PAGE>   39
                                                                              34


Company hereunder or under any US Revolving Credit Note. Each US Revolving
Credit Note shall (x) be dated the Closing Date, (y) be stated to mature on the
US Revolving Credit Commitment Termination Date and (z) provide for the payment
of interest in accordance with subsection 4.1.

                  2.4 Procedure for US Revolving Credit Borrowing. The Company
may borrow under the US Revolving Credit Commitments during the US Revolving
Credit Commitment Period on any Business Day, provided that the Company shall
give the US Administrative Agent irrevocable notice (which notice must be
received by the US Administrative Agent prior to 10:00 A.M., New York City time,
(a) three Business Days prior to the requested Borrowing Date, if all or any
part of the requested US Revolving Credit Loans are to be initially Eurodollar
Loans, or (b) one Business Day prior to the requested Borrowing Date,
otherwise), specifying (i) the amount to be borrowed, (ii) the requested
Borrowing Date, (iii) whether the borrowing is to be of Eurodollar Loans, ABR
Loans or a combination thereof and (iv) if the borrowing is to be entirely or
partly of Eurodollar Loans, the respective amounts of each such Type of Loan and
the respective lengths of the initial Interest Periods therefor. Each borrowing
under the US Revolving Credit Commitments shall be in an amount equal to (x) in
the case of ABR Loans, $250,000 or a whole multiple of $100,000 in excess
thereof (or, if the then Available US Revolving Credit Commitments are less than
$250,000, such lesser amount) and (y) in the case of Eurodollar Loans,
$2,500,000 or a whole multiple of $100,000 in excess thereof. Upon receipt of
any such notice from the Company, the US Administrative Agent shall promptly
notify each US Revolving Credit Lender thereof. Each US Revolving Credit Lender
will make the amount of its pro rata share of each borrowing available to the US
Administrative Agent for the account of the Company at the office of the US
Administrative Agent specified in subsection 11.2 prior to 11:00 A.M., New York
City time, on the Borrowing Date requested by the Company in funds immediately
available to the US Administrative Agent. Such borrowing will then be made
available to the Company by the US Administrative Agent crediting the account of
the Company on the books of such office with the aggregate of the amounts made
available to the US Administrative Agent by the US Revolving Credit Lenders and
in like funds as received by the US Administrative Agent.

                  2.5 Procedure for C$ Prime Loan Revolving Credit Borrowing.
The Canadian Borrower may borrow C$ Prime Loans during the Canadian Revolving
Credit Commitment Period on any Business Day, provided that the Canadian
Borrower shall give the Canadian Administrative Agent irrevocable notice (which
notice must be received by the Canadian Administrative Agent prior to 10:00
A.M., Toronto Time, one Business Day prior to the requested Borrowing Date),
specifying (a) the amount to be borrowed and (b) the requested Borrowing Date.
Each borrowing of C$ Prime Loans shall be in an amount equal to C$4,000,000, or
a whole multiple of C$100,000 in excess thereof (or, if the then Available
Canadian Revolving Credit Commitments are less than C$4,000,000, such lesser
amount). Upon receipt of any such irrevocable notice from the Canadian Borrower,
the Canadian Administrative Agent shall promptly notify each Canadian Revolving
Credit Lender thereof. Each Canadian Revolving Credit Lender will make the
amount of its pro rata share of each such borrowing available to the Canadian
Administrative Agent for the
<PAGE>   40
                                                                              35


account of the Canadian Borrower at the Canadian Administrative Office prior to
11:00 A.M., Toronto Time, on the Borrowing Date requested by the Canadian
Borrower in funds immediately available to the Canadian Administrative Agent.
Such borrowing will then be made available, on such Borrowing Date to the
Canadian Borrower by the Canadian Administrative Agent crediting the account of
the Canadian Borrower on the books of the Canadian Administrative Office with
the aggregate of the amounts made available to the Canadian Administrative Agent
by the C$ Lenders and in like funds as received by the Canadian Administrative
Agent. The Canadian Borrower may make Bankers' Acceptance borrowings during the
Canadian Commitment Period on any Business Day, in accordance with and pursuant
to the procedures set forth in subsection 2.16.

                  2.6 Fees. (a) The Company agrees to pay to the US
Administrative Agent for the account of each US Revolving Credit Lender a
commitment fee for the period from and including the first day of the US
Revolving Credit Commitment Period to the US Revolving Credit Commitment
Termination Date, computed at the rate of 1/2 of 1% per annum on the average
daily amount of the Available US Revolving Credit Commitment of such Lender
during the period for which payment is made, payable quarterly in arrears on the
last day of each March, June, September and December and on the US Revolving
Credit Commitment Termination Date or such earlier date as the US Revolving
Credit Commitments shall terminate as provided herein, commencing on the first
of such dates to occur after the Closing Date.

                  (b) The Canadian Borrower agrees to pay to the Canadian
Administrative Agent for the account of each Canadian Revolving Credit Lender a
commitment fee for the period from and including the first day of the Canadian
Revolving Credit Commitment Period to the Canadian Revolving Credit Commitment
Termination Date, computed at the rate of 1/2 of 1% per annum on the average
daily amount of the Available Canadian Revolving Credit Commitment of such
Lender during the period for which payment is made, payable quarterly in arrears
on the first business day in Toronto following the last day of each March, June,
September and December (for the quarter ending on such last day) and on the
Canadian Revolving Credit Commitment Termination Date or such earlier date as
the Canadian Revolving Credit Commitments shall terminate as provided herein
(for the period since the end of the last period for which payment shall have
been made), commencing on the first of such dates to occur after the Closing
Date.

                  (c) The Company agrees to pay to the US Administrative Agent
the fees agreed to by the US Administrative Agent and the Company.

                  2.7 Termination or Reduction of Revolving Credit Commitments.
(a) The Company shall have the right, upon not less than five Business Days'
notice to the US Administrative Agent, to terminate the US Revolving Credit
Commitments or, from time to time, to reduce the amount of the US Revolving
Credit Commitments, and the Canadian Borrower shall have the right, upon not
less than five Business Days' notice to the Canadian Administrative Agent, to
terminate the Canadian Revolving Credit Commitments or, from time to time, to
reduce the amount of the Canadian Revolving Credit Commitments; provided that no
such termination or reduction shall be permitted if, after
<PAGE>   41
                                                                              36


giving effect thereto and to any prepayments of the Revolving Credit Loans made
on the effective date thereof, (i) the aggregate principal amount of the US
Revolving Credit Loans then outstanding, when added to the then outstanding US
L/C Obligations, would exceed the US Revolving Credit Commitments then in effect
or (ii) the aggregate principal amount of the Canadian Revolving Credit Loans
then outstanding, when added to the then outstanding Canadian L/C Obligations,
would exceed the Canadian Revolving Credit Commitments then in effect. Any such
reduction shall be in an amount equal to $2,500,000 or a whole multiple of
$100,000 in excess thereof, in the case of the US Revolving Credit Commitments,
or C$2,500,000 or a whole multiple of C$100,000 in excess thereof, in the case
of the Canadian Revolving Credit Commitments, and shall reduce permanently the
US Revolving Credit Commitments or the Canadian Revolving Credit Commitments, as
the case may be, then in effect.

                  (b) The US Revolving Credit Commitments shall automatically be
permanently reduced on December 31 of each year, commencing on December 31,
1998, by the aggregate amount of US Revolving Credit Commitments set forth below
opposite each such date:

<TABLE>
                  <S>                             <C> 
                  December 31, 1998               $20,000,000
                  December 31, 1999               $20,000,000
                  December 31, 2000               $25,000,000
                  December 31, 2001               $30,000,000
                  December 31, 2002               $30,000,000
</TABLE>

Each such reduction shall be accompanied by prepayment of the US Revolving
Credit Loans (together with fees and interest accrued thereon to the date of
such prepayment and any additional amounts owing under subsection 4.12) to the
extent, if any, that the US Revolving Credit Loans then outstanding, when added
to the US L/C Obligations then outstanding, exceed the amount of the US
Revolving Credit Commitments as so reduced. If, after giving effect to such
prepayment of the US Revolving Credit Loans, the US L/C Obligations then
outstanding exceed the US Revolving Credit Commitments as so reduced, the
Company shall deposit in a cash collateral account with the US Administrative
Agent an amount equal to the amount by which the US L/C Obligations then
outstanding exceed the US Revolving Credit Commitments as so reduced.

                  (c) The Canadian Revolving Credit Commitments shall
automatically be permanently reduced on December 31 of each year, commencing on
December 31, 1999, by the aggregate amount of Canadian Revolving Credit
Commitments set forth below opposite each such date:

<TABLE>
                  <S>                             <C>
                  December 31, 1999               C$ 5,000,000
                  December 31, 2000               C$ 5,000,000
                  December 31, 2001               C$ 5,000,000
                  December 31, 2002               C$20,000,000
</TABLE>
<PAGE>   42
                                                                              37


Each such reduction shall be accompanied by prepayment of the Canadian Revolving
Credit Loans that are C$ Prime Loans (together with fees and interest accrued
thereon to the date of such prepayment and any additional amounts owing under
subsection 4.12) or, in the case of Canadian Revolving Credit Loans that are
Bankers' Acceptances, cash collateralization of such Bankers' Acceptances as set
forth below to the extent, if any, that the Canadian Revolving Credit Loans then
outstanding, when added to the Canadian L/C Obligations then outstanding, exceed
the amount of the Canadian Revolving Credit Commitments as so reduced. If, after
giving effect to such prepayment of the Canadian Revolving Credit Loans that are
C$ Prime Loans, the sum of the aggregate face amount of Canadian Revolving
Credit Loans that are Bankers' Acceptances and the aggregate amount of Canadian
L/C Obligations then outstanding exceed the Canadian Revolving Credit
Commitments as so reduced, the Canadian Borrower shall deposit in a cash
collateral account with the Canadian Administrative Agent an amount equal to the
amount by which such sum exceeds the Canadian Revolving Credit Commitments as so
reduced.

                  2.8 US Term Loans. Subject to the terms and conditions hereof,
(a) each US Tranche A Term Loan Lender severally agrees to make a term loan (a
"US Tranche A Term Loan") to the Company on the Closing Date in the principal
amount set forth under such Lender's name in Schedule 1.1A opposite the heading
"US Tranche A Term Loan Commitment", and (b) each US Tranche B Term Loan Lender
severally agrees to make a term loan (a "US Tranche B Term Loan", and together
with the US Tranche A Term Loans, the "US Term Loans") to the Company on the
Closing Date in the principal amount set forth under such Lender's name in
Schedule 1.1A opposite the heading "US Tranche B Term Loan Commitment". The US
Term Loans shall be denominated in US$ and may from time to time be (a)
Eurodollar Loans, (b) ABR Loans or (c) a combination thereof, as determined by
the Company and notified to the US Administrative Agent in accordance with
subsection 4.4.

                  2.9 Canadian Term Loans. Subject to the terms and conditions
hereof, (a) each Canadian Tranche A Term Loan Lender severally agrees to make
loans (which shall be C$ Prime Loans) to, and to accept or purchase Bankers'
Acceptances from, the Canadian Borrower (such loans and acceptances and/or
purchases of Bankers' Acceptances, "Canadian Tranche A Term Loan") to the
Canadian Borrower on the Closing Date in the principal amount set forth under
such Lender's name in Schedule 1.1A opposite the heading "Canadian Tranche A
Term Loan Commitment" and (b) each Canadian Tranche B Term Loan Lender severally
agrees to make a term loan (a "Canadian Tranche B Term Loan", and together with
the Canadian Tranche A Term Loans, the "Canadian Term Loans") to the Canadian
Borrower on the Closing Date in the principal amount set forth under such
Lender's name in Schedule 1.1A opposite the heading "Canadian Tranche B Term
Loan Commitment". The Canadian Tranche A Term Loans shall be denominated in C$
and may from time to time be (a) C$ Prime Loans, (b) Bankers' Acceptances or (c)
a combination thereof, and the Canadian Tranche B Term Loans shall be
denominated in US$ and may from time to time be (a) Eurodollar Loans, (b) ABR
Loans or (c) a combination thereof, as determined by the Canadian Borrower and
notified to the Canadian Administrative Agent in accordance with subsection 4.4.
<PAGE>   43
                                                                              38


                  2.10 US Tranche A Term Notes and Repayment. (a) The Company
agrees that, upon the request to the US Administrative Agent by any US Tranche A
Term Loan Lender made on or prior to the Closing Date or in connection with any
assignment pursuant to subsection 11.6, to evidence such Lender's US Tranche A
Term Loan the Company will execute and deliver to such Lender a promissory note
substantially in the form of Exhibit A-2 to the Existing Credit Agreement (each,
as amended, supplemented, replaced or otherwise modified from time to time, a
"US Tranche A Term Note"), with appropriate insertions therein as to payee, date
and principal amount, payable to the order of such US Tranche A Term Loan Lender
and in a principal amount equal to the amount set forth under such US Tranche A
Term Loan Lender's name on Schedule 1.1A opposite the heading "US Tranche A Term
Loan Commitment." Any US Tranche A Term Note shall (i) be dated the Closing
Date, (ii) be payable as provided in subsection 2.10(b) and (iii) provide for
the payment of interest in accordance with subsection 4.1.

                  (b) The US Tranche A Term Loans shall be payable in
consecutive quarterly installments, payable during each calendar year in four
equal installments on each March 31, June 30, September 30 and December 31 in
the aggregate principal amounts for such year set forth opposite such year
below, commencing on March 31, 1997 (or, if less, the aggregate amount of the US
Tranche A Term Loans then outstanding):

<TABLE>
<CAPTION>
                  Year                                 Amount
                  ----                                 ------

<S>                                                  <C>
                  1997                               $24,000,000
                  1998                               $36,000,000
                  1999                               $45,000,000
                  2000                               $55,000,000
                  2001                               $50,000,000
                  2002                               $30,000,000
</TABLE>

                  2.11 US Tranche B Term Notes and Repayment. (a) The Company
agrees that, upon the request to the US Administrative Agent by any US Tranche B
Term Loan Lender made on or prior to the Closing Date or in connection with any
assignment pursuant to subsection 11.6, to evidence such Lender's US Tranche B
Term Loan the Company will execute and deliver to such Lender a promissory note
substantially in the form of Exhibit A-3 to the Existing Credit Agreement (each,
as amended, supplemented, replaced or otherwise modified from time to time, a
"US Tranche B Term Note"; and together with the US Tranche A Term Notes, the "US
Term Notes"), with appropriate insertions therein as to payee, date and
principal amount, payable to the order of such US Tranche B Term Loan Lender and
in a principal amount equal to the amount set forth under such US Tranche B Term
Loan Lender's name on Schedule 1.1A opposite the heading "US Tranche B Term Loan
Commitment." Any US Tranche B Term Note shall (i) be dated the Closing Date,
(ii) be payable as provided in subsection 2.11(b) and (iii) provide for the
payment of interest in accordance with subsection 4.1.

                  (b) The US Tranche B Term Loans shall be payable in
consecutive quarterly installments, payable during each calendar year in four
equal installments on each March
<PAGE>   44
                                                                              39


31, June 30, September 30 and December 31 in the aggregate principal amounts for
such year set forth opposite such year below, commencing on March 31, 1997 (or,
if less, the aggregate amount of the US Tranche B Term Loans then outstanding):

<TABLE>
<CAPTION>
                  Year                                     Amount
                  ----                                     ------

<S>                                                      <C>
                  1997                                   $ 1,100,000
                  1998                                   $ 1,100,000
                  1999                                   $ 1,100,000
                  2000                                   $ 1,100,000
                  2001                                   $11,100,000
                  2002                                   $34,000,000
                  2003                                   $60,500,000
</TABLE>


                  2.12 Canadian Tranche A Term Repayment. The Canadian Tranche A
Term Loans shall be payable in consecutive quarterly installments, payable
during each calendar year in four equal installments on each March 31, June 30,
September 30 and December 31 in the aggregate principal amounts for such year
set forth opposite such year below, commencing on March 31, 1997 (or, if less,
the aggregate amount of the Canadian Tranche A Term Loans then outstanding):

<TABLE>
<CAPTION>
                  Year                                                                Amount
                  ----                                                                ------

<S>                                                                                <C>
                  1997                                                             C$ 4,800,000
                  1998                                                             C$ 7,200,000
                  1999                                                             C$ 9,000,000
                  2000                                                             C$11,000,000
                  2001                                                             C$10,000,000
                  2002                                                             C$ 6,000,000
</TABLE>

                  2.13 Canadian Tranche B Term Notes. (a) The Canadian Borrower
agrees that, upon the request to the Canadian Administrative Agent by any
Canadian Tranche B Term Loan Lender made on or prior to the Closing Date or in
connection with any assignment pursuant to subsection 11.6, to evidence such
Lender's Canadian Tranche B Term Loan the Canadian Borrower will execute and
deliver to such Lender a promissory note substantially in the form of Exhibit
A-5 to the Existing Credit Agreement (each, as amended, supplemented, replaced
or otherwise modified from time to time, a "Canadian Tranche B Term Note"), with
appropriate insertions therein as to payee, date and principal amount, payable
to the order of such Canadian Tranche B Term Loan Lender and in a principal
amount equal to the amount set forth under such Canadian Tranche B Term Loan
Lender's name on Schedule 1.1A opposite the heading "Canadian Tranche B Term
Loan Commitment." Any Canadian Tranche B Term Note shall (i) be dated the
Closing Date, (ii) be payable as provided in subsection 2.13(b) and (iii)
provide for the payment of interest in accordance with subsection 4.1.
<PAGE>   45
                                                                              40


                  (b) The Canadian Tranche B Term Loans shall be payable in
consecutive quarterly installments, payable during each calendar year in four
equal installments on each March 31, June 30, September 30 and December 31 in
the aggregate principal amounts for such year set forth opposite such year
below, commencing on March 31, 1997 (or, if less, the aggregate amount of the
Canadian Tranche B Term Loans then outstanding):

<TABLE>
<CAPTION>
                  Year                               Amount
                  ----                               ------

<S>                                               <C>        
                  1997                             $   400,000
                  1998                             $   400,000
                  1999                             $   400,000
                  2000                             $   400,000
                  2001                             $ 4,400,000
                  2002                             $12,000,000
                  2003                             $22,000,000
</TABLE>

                  2.14 Procedure for Closing Date Borrowing. The funding of Term
Loans on the Closing Date will be effectuated in accordance with the following
procedure, in each case so that, after giving effect thereto, the Term Loans and
Revolving Credit Commitments of each Lender are as set forth under the relevant
heading in Schedule 1.1A:

                  (i) the US Revolving Credit Commitments will be adjusted so as
to give effect to the amounts thereof for each Lender set forth on Schedule
1.1A.

                  (ii) each US Tranche B Term Loan under the Existing Credit
Agreement will be continued as, and deemed to be, a US Tranche A Term Loan
hereunder;

                  (iii) US Tranche A Term Loans under the Existing Credit
Agreement in an aggregate principal amount of $90,000,000 will be continued as,
and deemed to be, US Tranche A Term Loans hereunder, and US Tranche A Term Loans
under the Existing Credit Agreement in an aggregate principal amount of
$30,000,000 will be continued as, and deemed to be, US Revolving Credit Loans
hereunder, allocated so that after giving effect thereto and to clause (i) and
(ii) above, the US Revolving Credit Loans and US Tranche A Term Loans held by
each Lender are consistent with their respective US Revolving Credit Commitment
Percentages and US Tranche A Term Loan Commitment Percentages based on Schedule
1.1A hereto;

                  (iv) each Canadian Tranche A Term Loan under the Existing
Agreement and each Canadian Revolving Credit Commitment will be continued as,
and deemed to be, a Canadian Tranche A Term Loan or Canadian Revolving Credit
Commitment hereunder, as the case may be; and

                  (v) each Canadian Tranche C Term Loan under the Existing
Credit Agreement will be continued as, and deemed to be, a Canadian Tranche B
Term Loan hereunder, and each US Tranche C Term Loan under the Existing Credit
Agreement will be continued as, and deemed to be, a US Tranche B Term Loan
hereunder.
<PAGE>   46
                                                                              41


                  2.15 Repayment of Loans. (a) Each Borrower (as specified in
the succeeding sentence) hereby unconditionally and severally promises to pay to
the applicable Administrative Agent for the account of: (i) in the case of each
Borrower, each Revolving Credit Lender, the then unpaid principal amount of each
Revolving Credit Loan of such Lender made to such Borrower, on the US Revolving
Credit Commitment Termination Date, in the case of US Revolving Credit Loans,
and on the Canadian Revolving Credit Commitment Termination Date, in the case of
Canadian Revolving Credit Loans (or, in each case, such earlier date on which
the Revolving Credit Loans become due and payable pursuant to Section 9); (ii)
each US Tranche A Term Loan Lender, the amounts specified in subsection 2.10(b)
on the dates specified in subsection 2.10(b) (or such earlier date on which the
US Tranche A Term Loans become due and payable pursuant to Section 9); (iii)
each US Tranche B Term Loan Lender, the amounts specified in subsection 2.11(b)
on the dates specified in subsection 2.11(b) (or such earlier date on which the
US Tranche B Term Loans become due and payable pursuant to Section 9); (iv) each
Canadian Tranche A Term Loan Lender, the amounts specified in subsection 2.12 on
the dates specified in subsection 2.12 (or such earlier date on which the
Canadian Tranche A Term Loans become due and payable pursuant to Section 9); and
(v) each Canadian Tranche B Term Loan Lender, the amounts specified in
subsection 2.13(b) on the dates specified in subsection 2.13(b) (or such earlier
date on which the Canadian Tranche B Term Loans become due and payable pursuant
to Section 9). The amounts described in clause (i) of the preceding sentence
shall be payable by the applicable Borrower; the amounts described in clauses
(ii) and (iii) of the preceding sentence shall be payable by the Company; and
the amounts described in clauses (iv) and (v) of the preceding sentence shall be
payable by the Canadian Borrower. Each Borrower hereby further agrees to pay
interest on the unpaid principal amount of the Loans made to it from time to
time outstanding from the Closing Date until payment in full thereof at the
rates per annum, and on the dates, set forth in subsection 4.1.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of each Borrower to such
Lender resulting from each Loan of such Lender from time to time, including,
without limitation, the amounts of principal and interest payable and paid to
such Lender from time to time under this Agreement.

                  (c) The US Administrative Agent shall maintain the Register
pursuant to subsection 11.6(d), and a subaccount therein for each US$ Lender, in
which shall be recorded (i) the amount of each US Loan made hereunder, the Type
thereof and each Interest Period, if any, applicable thereto, (ii) the amount of
any principal or interest due and payable or to become due and payable from the
Company to each US$ Lender hereunder and (iii) both the amount of any sum
received by the US Administrative Agent hereunder from the Company and each US$
Lender's share thereof.

                  (d) The Canadian Administrative Agent shall maintain the
Register pursuant to subsection 11.6(d), and a subaccount therein for each C$
Lender, in which shall be recorded (i) the amount of each C$ Loan made hereunder
and whether such C$ Loan is, as applicable, a C$ Prime Loan or a Bankers'
Acceptance, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Canadian Borrower to
<PAGE>   47
                                                                              42


each C$ Lender hereunder and (iii) both the amount of any sum received by the
Administrative Agent hereunder from the Borrower and each C$ Lender's share
thereof.

                  (e) The entries made in the Register and the accounts of each
Lender maintained pursuant to subsection 2.15(c) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of each Borrower therein recorded; provided, however, that the
failure of any Lender or either Administrative Agent to maintain the Register or
any such account, or any error therein, shall not in any manner affect the
obligation of either Borrower to repay (with applicable interest) the Loans made
to such Borrower by such Lender in accordance with the terms of this Agreement.

                  2.16 Bankers' Acceptances. (a) The Canadian Borrower may issue
Bankers' Acceptances denominated in C$, for acceptance and, at the Canadian
Borrower's option, purchase by the C$ Lenders, each in accordance with the
provisions of this subsection 2.16.

                  (b) Procedures.

                  (1) Notice. The Canadian Borrower shall notify the Canadian
         Administrative Agent by irrevocable written notice by 10:00 A.M.,
         Toronto time, one Business Day prior to the Borrowing Date in respect
         of any borrowing by way of Bankers' Acceptances.

                  (2) Minimum Borrowing Amount. Each borrowing by way of
         Bankers' Acceptances shall be in a minimum aggregate face amount of
         C$4,000,000 or a whole multiple of C$100,000 in excess thereof.

                  (3) Face Amounts. The face amount of each Bankers' Acceptance
         shall be C$100,000 or any whole multiple thereof.

                  (4) Term. Bankers' Acceptances shall be issued and shall
         mature on a Business Day. Each Bankers' Acceptance shall have a term of
         30, 60, 90 or 180 days (or such shorter or longer term as shall be
         agreed to by all of the C$ Lenders), shall mature on or before the
         Canadian Revolving Credit Termination Date and shall be in form and
         substance reasonably satisfactory to each C$ Lender.

                  (5) Bankers' Acceptances in Blank. To facilitate the
         acceptance of Bankers' Acceptances under this Agreement, the Canadian
         Borrower shall, from time to time as required, provide to each C$
         Lender Drafts in form satisfactory to the C$ Lenders, duly executed and
         endorsed in blank by the Canadian Borrower in quantities sufficient for
         each C$ Lender to fulfill its obligations hereunder. Each C$ Lender is
         hereby authorized to accept such Drafts endorsed in blank in such face
         amounts as may be determined by such C$ Lender in accordance with the
         provisions of this Agreement, provided that the aggregate amount
         thereof is equal to the aggregate amount of Bankers' Acceptances
         required to be accepted by such C$ Lender. No C$ Lender shall be
         responsible or liable for its failure to accept a
<PAGE>   48
                                                                              43


         Bankers' Acceptance if the cause of such failure is, in whole or in
         part, due to the failure of the Canadian Borrower to provide duly
         executed and endorsed Drafts to the Canadian Administrative Agent on a
         timely basis, nor shall any C$ Lender be liable for any damage, loss or
         other claim arising by reason of any loss or improper use of any such
         instrument except loss or improper use arising by reason of the gross
         negligence or willful misconduct of such C$ Lender, its officers,
         employees, agents or representatives. Each C$ Lender shall exercise
         such care in the custody and safekeeping of Drafts as it would exercise
         in the custody and safekeeping of similar property owned by it. Each C$
         Lender will, upon the request of the Canadian Borrower, promptly advise
         the Canadian Borrower of the number and designation, if any, of Drafts
         then held by it for the Canadian Borrower. Each C$ Lender shall
         maintain a record with respect to Drafts and Bankers' Acceptances (i)
         received by it from the Canadian Borrower in blank hereunder, (ii)
         voided by it for any reason, (iii) accepted by it hereunder, (iv)
         purchased by it hereunder and (v) cancelled at their respective
         maturities. Each C$ Lender further agrees to retain such records in the
         manner and for the statutory periods provided in the various Canadian
         provincial or federal statutes and regulations which apply to such C$
         Lender.

                  (6) Execution of Bankers' Acceptances. Drafts of the Canadian
         Borrower to be accepted as Bankers' Acceptances hereunder shall be duly
         executed on behalf of the Canadian Borrower. Notwithstanding that any
         person whose signature appears on any Bankers' Acceptance as a
         signatory for the Canadian Borrower may no longer be an authorized
         signatory for the Canadian Borrower at the date of issuance of a
         Bankers' Acceptance, such signature shall nevertheless be valid and
         sufficient for all purposes as if such authority had remained in force
         at the time of such issuance, and any such Bankers' Acceptance so
         signed shall be binding on the Canadian Borrower.

                  (7) Issuance of Bankers' Acceptances. Promptly following
         receipt of a notice of borrowing by way of Bankers' Acceptances, the
         Canadian Administrative Agent shall so advise the C$ Lenders and shall
         advise each C$ Lender of the face amount of each Draft to be accepted
         by it and the term thereof. The aggregate face amount of Draft to be
         accepted by a C$ Lender shall be determined by the Canadian
         Administrative Agent on a pro rata basis by reference to the respective
         Canadian Revolving Credit Commitments or, in the case of the initial
         borrowing of Canadian Tranche A Term Loans, the Canadian Tranche A Term
         Loan Commitments, of the C$ Lenders, except that, if the face amount of
         a Bankers' Acceptance, which would otherwise be accepted by a C$
         Lender, would not be C$100,000 or a whole multiple thereof, such face
         amount shall be increased or reduced by the Canadian Administrative
         Agent in its sole and unfettered discretion to the nearest whole
         multiple of C$100,000.

                  (8) Acceptance of Bankers' Acceptances. Each Draft to be
         accepted by a C$ Lender shall be accepted at such C$ Lender's Canadian
         Lending Office.
<PAGE>   49
                                                                              44


                  (9) Purchase of Bankers' Acceptances. Each C$ Lender shall be
         required to purchase (subject to the commercial availability of a
         resale market in the case of Bankers' Acceptances with a term of
         approximately 30, 60, 90 or 180 days, as the case may be) from the
         Canadian Borrower on such Borrowing Date, at the Applicable BA Discount
         Rate, the Bankers' Acceptances accepted by it on such Borrowing Date
         and to provide to the Canadian Administrative Agent the BA Discount
         Proceeds thereof not later than 12:00 Noon, Toronto time, on such
         Borrowing Date for the account of the Canadian Borrower. The Acceptance
         Fee payable by the Canadian Borrower to such C$ Lender under subsection
         2.16(e) in respect of each Bankers' Acceptance accepted and purchased
         by such C$ Lender from the Canadian Borrower shall be set off against
         the BA Discount Proceeds payable by such C$ Lender under this
         subsection 2.16(b)(9). Not later than 2:00 P.M., Toronto time, on such
         Borrowing Date the Canadian Administrative Agent shall make such BA
         Discount Proceeds available to the Canadian Borrower by crediting the
         account of the Canadian Borrower on the books of the Canadian
         Administrative Office with the aggregate of the amounts made available
         to the Canadian Administrative Agent by the C$ Lenders and in like
         funds as received by the Canadian Administrative Agent.

                  (10) Sale of Bankers' Acceptances. Each C$ Lender may at any
         time and from time to time hold, sell, rediscount or otherwise dispose
         of any or all Bankers' Acceptances accepted and purchased by it.

                  (11) Waiver of Presentment and Other Conditions. To the extent
         permitted by applicable law, the Canadian Borrower waives presentment
         for payment and any other defense to payment of any amounts due to a C$
         Lender in respect of a Bankers' Acceptance accepted by it pursuant to
         this Agreement which might exist solely by reason of such Bankers'
         Acceptance being held, at the maturity thereof, by such C$ Lender in
         its own right, and the Canadian Borrower agrees not to claim any days
         of grace if such C$ Lender as holder sues the Canadian Borrower on the
         Bankers' Acceptances for payment of the amount payable by the Canadian
         Borrower thereunder.

                  (c) The Canadian Borrower shall reimburse the C$ Lender for,
and there shall become due and payable at 10:00 a.m., Toronto time, on the
maturity date for each Bankers' Acceptance, an amount in Canadian Dollars in
same day funds equal to the face amount of such Bankers' Acceptance. The
Canadian Borrower shall make each such reimbursement payment (i) by causing any
proceeds of Refunding Bankers' Acceptances issued in accordance with subsection
2.16(d) or conversion of such Bankers' Acceptance effected in accordance with
subsection 4.4(c) to be applied in reduction of such reimbursement payment; and
(ii) by depositing the amount of such reimbursement payment (or any portion
thereof remaining unpaid after any application referred to in clause (i)) to the
relevant payment account. The Canadian Borrower's payment in accordance with
this subsection shall satisfy its obligations under any Bankers' Acceptance to
which it relates, and the C$ Lender which has accepted such Bankers' Acceptance
shall thereafter be solely responsible for the payment of such Bankers'
Acceptance.
<PAGE>   50
                                                                              45


                  (d) The Canadian Borrower shall give irrevocable written
notice (or such other method of notification as may be agreed upon between the
Canadian Administrative Agent and the Canadian Borrower) to the Canadian
Administrative Agent at or before 10:00 A.M., Toronto time, one Business Day
prior to the maturity date of each Bankers' Acceptance followed by written
confirmation electronically transmitted to the Canadian Administrative Agent on
the same day, of the Canadian Borrower's intention to issue a Bankers'
Acceptance on such maturity date (a "Refunding Bankers' Acceptance") to provide
for the payment of such maturing Bankers' Acceptance (it being understood that
payments by the Canadian Borrower and fundings by the C$ Lenders in respect of
each maturing Bankers' Acceptance and the related Refunding Bankers' Acceptance
shall be made on a net basis reflecting the difference between the face amount
of such maturing Bankers' Acceptance and the BA Discount Proceeds (net of the
applicable Acceptance Fee) of such Refunding Bankers' Acceptance). If the
Canadian Borrower fails to give such notice or does not deposit the amount of
reimbursement payment in accordance with subsection 2.16(c)(ii), the Canadian
Borrower shall be deemed to have requested that such maturing Bankers'
Acceptances be repaid with the proceeds of C$ Prime Loans (without any
requirement to give notice with respect thereto), commencing on the maturity
date of such maturing Bankers' Acceptances.

                  (e) An Acceptance Fee shall be payable by the Canadian
Borrower to each C$ Lender in advance (in the manner specified in subsection
2.16(b)(9)) upon the issuance of a Bankers' Acceptance to be accepted by such C$
Lender calculated at the rate per annum equal to the Applicable Margin, such
Acceptance Fee to be calculated on the face amount of such Bankers' Acceptance
and to be computed on the basis of the number of days in the term of such
Bankers' Acceptance.

                  (f) Upon the occurrence of any Event of Default which is
continuing, and in addition to any other rights or remedies of any C$ Lender and
the Canadian Administrative Agent hereunder, any C$ Lender or the Canadian
Administrative Agent (or such alternate arrangement as may be agreed upon by the
Canadian Borrower and such C$ Lender or the Canadian Administrative Agent, as
applicable) shall be entitled to deposit and retain in an account to be
maintained by the Canadian Administrative Agent (bearing interest at the
Canadian Administrative Agent's rates as may be applicable in respect of other
deposits of similar amounts for similar terms), for the ratable benefit of the
C$ Lenders, amounts which are received by such C$ Lender or the Canadian
Administrative Agent from the Canadian Borrower hereunder or as proceeds of the
exercise of any rights or remedies of any C$ Lender or the Canadian
Administrative Agent hereunder against the Canadian Borrower, to the extent such
amounts may be required to satisfy any contingent or unmatured obligations or
liabilities of the Canadian Borrower to the C$ Lenders or the Canadian
Administrative Agent, or any of them hereunder.

                  2.17 Circumstances Making Bankers' Acceptances Unavailable.
(a) If the Canadian Administrative Agent determines in good faith, which
determination shall be final, conclusive and binding upon the Canadian Borrower
absent manifest error, and notifies the Canadian Borrower that, by reason of
circumstances affecting the money market, there is no market for Bankers'
Acceptances, then
<PAGE>   51
                                                                              46


                  (i) the right of the Canadian Borrower to request a borrowing
         by way of Bankers' Acceptance shall be suspended until the Canadian
         Administrative Agent determines that the circumstances causing such
         suspension no longer exist and the Canadian Administrative Agent so
         notifies the Canadian Borrower; and

                  (ii) any notice relating to a borrowing by way of Bankers'
         Acceptance which is outstanding at such time shall be deemed to be a
         notice requesting a borrowing by way of C$ Prime Loan (all as if it
         were a notice given pursuant to subsection 2.5).

                  (b) The Canadian Administrative Agent shall promptly notify
the Canadian Borrower and the C$ Lenders of the suspension of the Canadian
Borrower's right to request a borrowing by way of Bankers' Acceptance and of the
termination of such suspension.


                          SECTION 3. LETTERS OF CREDIT

                  3.1 L/C Commitments. (a) Subject to the terms and conditions
hereof, the US Issuing Lender, in reliance on the agreements of the other US$
Lenders set forth in subsection 3.4(a), agrees to issue letters of credit ("US
Letters of Credit") for the account of the Company on any Business Day during
the US Revolving Credit Commitment Period in such form as may be approved from
time to time by the US Issuing Lender; provided that the US Issuing Lender shall
have no obligation to issue any US Letter of Credit if, after giving effect to
such issuance, (i) the US L/C Obligations would exceed the US L/C Commitment or
(ii) the Available US Revolving Credit Commitment would be less than zero. On
the Closing Date all US Letters of Credit (as defined in the Existing Credit
Agreement) then outstanding on such date under the Existing Credit Agreement
shall automatically be deemed to be US Letters of Credit hereunder.

                  (b) Subject to the terms and conditions hereof, the Canadian
Issuing Lender, in reliance on the agreements of the other C$ Lenders set forth
in subsection 3.4(b), agrees to issue letters of credit ("Canadian Letters of
Credit"; together with the US Letters of Credit, the "Letters of Credit") for
the account of the Canadian Borrower on any Business Day during the Canadian
Revolving Credit Commitment Period in such form as may be approved from time to
time by the Canadian Issuing Lender; provided that the Canadian Issuing Lender
shall have no obligation to issue any Canadian Letter of Credit if, after giving
effect to such issuance, (i) the Canadian L/C Obligations would exceed the
Canadian L/C Commitment or (ii) the Available Canadian Revolving Credit
Commitment would be less than zero. On the Closing Date all Canadian Letters of
Credit (as defined in the Existing Credit Agreement) then outstanding on such
date under the Existing Credit Agreement shall automatically be deemed to be
Canadian Letters of Credit hereunder.

                  (c) Each Letter of Credit shall (i) in the case of the
Company, be denominated in US Dollars and shall be a stand-by letter of credit
issued to finance the working capital and
<PAGE>   52
                                                                              47


business needs of the Company and its Subsidiaries (if any) in the ordinary
course of business, and, in the case of the Canadian Borrower, be denominated in
C$ and shall be a stand-by letter of credit issued to finance the working
capital and business needs of the Canadian Borrower and its Subsidiaries in the
ordinary course of business and (ii) expire no later than the earlier of (x) the
one year anniversary of its issuance and (y) the US Revolving Credit Commitment
Termination Date, in the case of US Letters of Credit, or the Canadian Revolving
Credit Commitment Termination Date, in the case of Canadian Letters of Credit;
provided that so long as no Event of Default has occurred and is continuing, any
Letter of Credit that expires prior to the US Revolving Credit Commitment
Termination Date or the Canadian Revolving Credit Commitment Termination Date,
as applicable, may be renewed at the request of the applicable Borrower for a
term of up to one year (or, if shorter, for a term expiring on the US Revolving
Credit Commitment Termination Date, in the case of US Letters of Credit, or the
Canadian Revolving Credit Commitment Termination Date, in the case of Canadian
Letters of Credit).

                  (d) Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the State of
New York, in the case of US Letters of Credit, and the laws of the Province of
Ontario and the laws of Canada applicable thereto, in the case of Canadian
Letters of Credit.

                  (e) Neither Issuing Lender shall at any time be obligated to
issue any Letter of Credit hereunder if such issuance would conflict with, or
cause such Issuing Lender or any L/C Participant to exceed any limits imposed
by, any applicable Requirement of Law.

                  3.2 Procedure for Issuance of Letters of Credit. (a) The
Company may from time to time request that the US Issuing Lender issue a US
Letter of Credit by delivering to the US Issuing Lender at its address for
notices specified herein an Application therefor, completed to the reasonable
satisfaction of the US Issuing Lender, and such other certificates, documents
and other papers and information as the US Issuing Lender may reasonably
request. Upon receipt of any Application, the US Issuing Lender will process
such Application and the certificates, documents and other papers and
information delivered to it in connection therewith in accordance with its
customary procedures and shall promptly issue the US Letter of Credit requested
thereby (but in no event shall the US Issuing Lender be required to issue any US
Letter of Credit earlier than three Business Days after its receipt of the
Application therefor and all such other certificates, documents and other papers
and information relating thereto) by issuing the original of such US Letter of
Credit to the beneficiary thereof or as otherwise may be agreed by the US
Issuing Lender and the Company. The US Issuing Lender shall furnish a copy of
such US Letter of Credit to the Company promptly following the issuance thereof.

                  (b) The Canadian Borrower may from time to time request that
the Canadian Issuing Lender issue a Canadian Letter of Credit by delivering to
the Canadian Issuing Lender at its address for notices specified herein an
Application therefor, completed to the reasonable satisfaction of the Canadian
Issuing Lender, and such other certificates, documents and other papers and
information as the Canadian Issuing Lender may reasonably request. Upon receipt
of any Application, the Canadian Issuing Lender will process such Application
and the certificates, documents and other papers and information delivered to it
in connection therewith in accordance with its customary procedures and
<PAGE>   53
                                                                              48


shall promptly issue the Canadian Letter of Credit requested thereby (but in no
event shall the Canadian Issuing Lender be required to issue any Canadian Letter
of Credit earlier than three Business Days after its receipt of the Application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Canadian Letter of
Credit to the beneficiary thereof or as otherwise may be agreed by the Canadian
Issuing Lender and the Canadian Borrower. The Canadian Issuing Lender shall
furnish a copy of such Canadian Letter of Credit to the Canadian Borrower
promptly following the issuance thereof.

                  3.3 Fees, Commissions and Other Charges. (a) The Company shall
pay to the US Administrative Agent, for the account of the US Issuing Lender and
the US L/C Participants, a letter of credit fee with respect to each US Letter
of Credit, computed for the period from and including the date of issuance of
such US Letter of Credit to the expiration date of such US Letter of Credit,
computed at a rate per annum equal to the Applicable Margin then in effect for
Eurodollar Loans that are US Revolving Credit Loans calculated on the basis of
the actual number of days elapsed over a 360-day year, of the aggregate face
amount of US Letters of Credit outstanding, payable in arrears on each L/C Fee
Payment Date and on the US Revolving Credit Commitment Termination Date. Such
fee shall be payable to the US Administrative Agent to be shared ratably among
the US Revolving Credit Lenders in accordance with their respective US Revolving
Credit Commitment Percentages. In addition, the Company shall pay to the US
Issuing Lender, for its own account a fee equal to 0.25% per annum of the
aggregate face amount of outstanding US Letters of Credit, payable quarterly in
arrears on each L/C Fee Payment Date and on the US Revolving Credit Commitment
Termination Date and calculated on the basis of the actual number of days
elapsed over a 360-day year.

                  (b) The Canadian Borrower shall pay to the Canadian
Administrative Agent, for the account of the Canadian Issuing Lender and the
Canadian L/C Participants, a letter of credit fee with respect to each Canadian
Letter of Credit, computed for the period from and including the date of
issuance of such Canadian Letter of Credit to the expiration date of such
Canadian Letter of Credit, computed at a rate per annum equal to the Applicable
Margin then in effect for Bankers' Acceptances that are Canadian Revolving
Credit Loans calculated on the basis of the actual number of days elapsed over a
365-day year, of the aggregate face amount of Canadian Letters of Credit
outstanding, payable annually in advance on the date of issuance of each
Canadian Letter of Credit and on each anniversary thereof to occur thereafter on
which a Canadian Letter of Credit shall remain outstanding. Such fee shall be
payable to the Canadian Administrative Agent to be shared ratably among the
Canadian Revolving Credit Lenders in accordance with their respective Canadian
Revolving Credit Commitment Percentages. In addition, the Canadian Borrower
shall pay to the Canadian Issuing Lender, for its own account, a fee equal to
0.25% per annum of the aggregate face amount of outstanding Canadian Letters of
Credit, payable quarterly in advance on the date of issuance of each Canadian
Letter of Credit and on each L/C Fee Payment Date to occur thereafter on which a
Canadian Letter of Credit shall remain outstanding and calculated on the basis
of the actual number of days elapsed over a 365-day year.
<PAGE>   54
                                                                              49


                  (c) In addition to the foregoing fees and commissions, each
Borrower shall pay or reimburse the US Issuing Lender, in the case of the
Company, and the Canadian Issuing Lender, in the case of the Canadian Borrower,
for such normal and customary costs and expenses as are incurred or charged by
such Issuing Lender in issuing, effecting payment under, amending or otherwise
administering any Letter of Credit.

                  (d) Each Administrative Agent shall, promptly following its
receipt thereof, distribute to the applicable Issuing Lender and the applicable
L/C Participants all fees and commissions received by such Administrative Agent
for their respective accounts pursuant to this subsection.

                  3.4 L/C Participations. (a) The US Issuing Lender irrevocably
agrees to grant and hereby grants to each US L/C Participant, and, to induce the
US Issuing Lender to issue US Letters of Credit hereunder, each US L/C
Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the US Issuing Lender, on the terms and conditions hereinafter
stated, for such US L/C Participant's own account and risk an undivided interest
equal to such US L/C Participant's US Revolving Credit Commitment Percentage in
the US Issuing Lender's obligations and rights under each US Letter of Credit
issued hereunder and the amount of each draft paid by the US Issuing Lender
thereunder. Each US L/C Participant unconditionally and irrevocably agrees with
the US Issuing Lender that, if a draft is paid under any US Letter of Credit for
which the US Issuing Lender is not reimbursed in full by the Company in
accordance with the terms of this Agreement, such US L/C Participant shall pay
to the US Issuing Lender upon demand at the US Issuing Lender's address for
notices specified herein an amount equal to such US L/C Participant's US
Revolving Credit Commitment Percentage of the amount of such draft, or any part
thereof, which is not so reimbursed; provided that, if such demand is made prior
to 12:00 Noon, New York City time, on a Business Day, such US L/C Participant
shall make such payment to the US Issuing Lender prior to the end of such
Business Day and otherwise such US L/C Participant shall make such payment on
the next succeeding Business Day.

                  (b) The Canadian Issuing Lender irrevocably agrees to grant
and hereby grants to each Canadian L/C Participant, and, to induce the Canadian
Issuing Lender to issue Canadian Letters of Credit hereunder, each Canadian L/C
Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from the Canadian Issuing Lender, on the terms and conditions
hereinafter stated, for such Canadian L/C Participant's own account and risk an
undivided interest equal to such Canadian L/C Participant's Canadian Revolving
Credit Commitment Percentage in the Canadian Issuing Lender's obligations and
rights under each Canadian Letter of Credit issued hereunder and the amount of
each draft paid by the Canadian Issuing Lender thereunder. Each Canadian L/C
Participant unconditionally and irrevocably agrees with the Canadian Issuing
Lender that, if a draft is paid under any Canadian Letter of Credit for which
the Canadian Issuing Lender is not reimbursed in full by the Canadian Borrower
in accordance with the terms of this Agreement, such Canadian L/C Participant
shall pay to the Canadian Issuing Lender upon demand at the Canadian Issuing
Lender's address for notices specified herein an amount equal to such Canadian
L/C Participant's Canadian Revolving Credit Commitment
<PAGE>   55
                                                                              50


Percentage of the amount of such draft, or any part thereof, which is not so
reimbursed; provided that, if such demand is made prior to 12:00 Noon, Toronto
time, on a Business Day, such Canadian L/C Participant shall make such payment
to the Canadian Issuing Lender prior to the end of such Business Day and
otherwise such Canadian L/C Participant shall make such payment on the next
succeeding Business Day.

                  (c) If any amount required to be paid by any L/C Participant
to any Issuing Lender pursuant to subsection 3.4(a) or 3.4(b) in respect of any
unreimbursed portion of any payment made by such Issuing Lender under any Letter
of Credit is paid to such Issuing Lender within three Business Days after the
date such payment is due, such L/C Participant shall pay to such Issuing Lender
on demand an amount equal to the product of (i) such amount, times (ii) the
daily average Federal Funds Rate, in the case of US Letters of Credit, and the
then effective CDOR Rate, in the case of Canadian Letters of Credit, as quoted
by such Issuing Lender, during the period from and including the date such
payment is required to the date on which such payment is immediately available
to such Issuing Lender, times (iii) a fraction the numerator of which is the
number of days that elapse during such period and the denominator of which is
360. If any such amount required to be paid by any L/C Participant pursuant to
subsection 3.4(a) or 3.4(b) is not in fact made available to such Issuing Lender
by such L/C Participant within three Business Days after the date such payment
is due, such Issuing Lender shall be entitled to recover from such L/C
Participant, on demand, such amount with interest thereon calculated from such
due date at the rate per annum applicable to ABR Loans, in the case of the US
Issuing Lender, or C$ Prime Loans, in the case of the Canadian Issuing Lender,
hereunder. A certificate of an Issuing Lender submitted to any L/C Participant
with respect to any amounts owing under this subsection shall be conclusive in
the absence of manifest error.

                  (d) Whenever, at any time after any Issuing Lender has made
payment under any Letter of Credit and has received from any L/C Participant its
pro rata share of such payment in accordance with subsection 3.4(a) or 3.4(b),
such Issuing Lender receives any payment related to such Letter of Credit
(whether directly from the applicable Borrower or otherwise, including proceeds
of collateral applied thereto by such Issuing Lender), or any payment of
interest on account thereof, such Issuing Lender will distribute to such L/C
Participant its pro rata share thereof; provided, however, that in the event
that any such payment received by such Issuing Lender shall be required to be
returned by such Issuing Lender, such L/C Participant shall return to such
Issuing Lender the portion thereof previously distributed by such Issuing Lender
to it.

                  3.5 L/C Reimbursement Obligations of the Borrower. (a) The
Company agrees to reimburse the US Issuing Lender, and the Canadian Borrower
agrees to reimburse the Canadian Issuing Lender, on each date on which such
Issuing Lender notifies such Borrower of the date and amount of a draft
presented under any Letter of Credit and paid by such Issuing Lender for the
amount of (i) such draft so paid and (ii) any taxes, fees, charges or other
costs or expenses incurred by such Issuing Lender in connection with such
payment. Each such payment shall be made to such Issuing Lender at its address
for notices specified herein in US$, in the case of the US Issuing Lender, and
in C$, in the case of the Canadian Issuing Lender, and in immediately available
funds.
<PAGE>   56
                                                                              51


                  (b) Interest shall be payable by each Borrower on any and all
amounts remaining unpaid by such Borrower under this subsection from the date
such amounts become payable (whether at stated maturity, by acceleration or
otherwise) until payment in full at the rate which would be payable on any
outstanding ABR Loans, in the case of the Company, and C$ Prime Loans, in the
case of the Canadian Borrower, in each case which were then overdue.

                  (c) Each drawing under any Letter of Credit shall constitute a
request by the Borrower that is the account party in respect thereof to the
applicable Administrative Agent for a borrowing pursuant to subsection 2.4 of
ABR Loans, in the case of US Letters of Credit, or a borrowing pursuant to
subsection 2.5 of C$ Prime Loans, in the case of Canadian Letters of Credit, in
the amount of such drawing. The Borrowing Date with respect to such borrowing
shall be the date of such drawing.

                  3.6 Obligations Absolute. (a) Each Borrower's obligations
under this Section shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which such Borrower may have or have had against any Issuing Lender or
any beneficiary of a Letter of Credit.

                  (b) The Company also agrees with the US Issuing Lender, and
the Canadian Borrower agrees with the Canadian Issuing Lender, that such Issuing
Lender shall not be responsible for, and such Borrower's L/C Reimbursement
Obligations under subsection shall not be affected by, among other things, (i)
subject to subsection 3.7, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be
invalid, fraudulent or forged, or (ii) any dispute between or among such
Borrower and any beneficiary of any Letter of Credit or any other party to which
such Letter of Credit may be transferred or (iii) any claims whatsoever of such
Borrower against any beneficiary of such Letter of Credit or any such
transferee.

                  (c) No Issuing Lender shall be liable for any error, omission,
interruption or delay in transmission, dispatch or delivery of any message or
advice, however transmitted, in connection with any Letter of Credit, except for
errors or omissions caused by such Issuing Lender's gross negligence or willful
misconduct.

                  (d) Each Borrower agrees that any action taken or omitted by
either Issuing Lender under or in connection with any Letter of Credit or the
related drafts or documents, if done in the absence of gross negligence or
willful misconduct and in accordance with the standards of care specified in the
Uniform Commercial Code of the State of New York and the Uniform Customs, in the
case of US Letters of Credit, or the laws of the Province of Ontario and the
Uniform Customs, in the case of Canadian Letters of Credit, shall be binding on
such Borrower and shall not result in any liability of such Issuing Lender to
such Borrower.

                  3.7 Letter of Credit Payments. If any draft shall be presented
for payment under any Letter of Credit, the Issuing Lender in respect thereof
shall promptly notify the Borrower that is the account party in respect thereof
of the date and amount thereof. The
<PAGE>   57
                                                                              52


responsibility of such Issuing Lender to such Borrower in connection with any
draft presented for payment under any such Letter of Credit shall, in addition
to any payment obligation expressly provided for in such Letter of Credit, be
limited to determining that the documents (including each draft) delivered under
such Letter of Credit in connection with such presentment are in conformity with
such Letter of Credit.

                  3.8 Application. To the extent that any provision of any
Application related to any Letter of Credit is inconsistent with the provisions
of this Section , the provisions of this Section shall apply.


                          SECTION 4. GENERAL PROVISIONS

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

                  (b) Each ABR Loan shall bear interest for each day on the
unpaid principal amount thereof at a rate per annum equal to the ABR determined
for such day plus the Applicable Margin.

                  (c) Each C$ Prime Loan shall bear interest for each day on the
unpaid principal amount thereof at a rate per annum equal to the C$ Prime Rate
determined for such day plus the Applicable Margin.

                  (d) If all or a portion of (i) any principal of any Loan, (ii)
any interest payable thereon, (iii) any commitment fee or (iv) any other amount
payable hereunder shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), the principal of the Loans and any such overdue
interest, commitment fee or other amount shall bear interest at a rate per annum
which is (x) in the case of principal, the rate that would otherwise be
applicable thereto pursuant to the foregoing provisions of this subsection plus
2% or (y) in the case of any such overdue interest, commitment fee or other
amount, the rate described in paragraph (b) of this subsection plus 2%, in each
case from the date of such non-payment until such overdue principal, interest,
commitment fee or other amount is paid in full (as well after as before
judgment).

                  (e) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (d) of this
subsection shall be payable from time to time on demand. Interest in respect of
US$ Loans (and all other amounts denominated in US$) shall be payable in US$,
and interest in respect of C$ Loans (and all other amounts denominated in C$)
shall be payable in C$.

                  (f) (i) If any provision of this Agreement would obligate any
Loan Party to make any payment of interest or other amount payable to any Lender
in an amount or calculated at a rate which would be prohibited by law or would
result in a receipt by such Lender of interest at a criminal rate (as such terms
are construed under the Criminal Code
<PAGE>   58
                                                                              53


(Canada)), then notwithstanding such provision, such amount or rate shall be
deemed to have been adjusted with retroactive effect to the maximum amount or
rate of interest, as the case may be, as would not be so prohibited by law or so
result in a receipt by such Lender of interest at a criminal rate, such
adjustment to be effected, to the extent necessary, as follows:

         (x)      first, by reducing the amount or rates of interest required to
                  be paid under this subsection 4.1; and

         (y)      thereafter, by reducing any fees, commissions, premiums and
                  other amounts which would constitute interest for purposes of
                  Section 347 of the Criminal Code (Canada).

                  (ii) If, notwithstanding the provisions of clause (i) of this
subsection 4.1(f), and after giving effect to all adjustments contemplated
thereby, any Lender shall have received an amount in excess of the maximum
permitted by such clause, then the applicable Loan Party shall be entitled, by
notice in writing to such Lender, to obtain reimbursement from such Lender of an
amount equal to such excess, and, pending such reimbursement, such amount shall
be deemed to be an amount payable by such Lender to such Loan Party.

                  (iii) Any amount or rate of interest referred to in this
subsection 4.1(f) shall be determined in accordance with generally accepted
actuarial practices and principles as an effective annual rate of interest over
the term of any Loan on the assumption that any charges, fees or expenses that
fall within the meaning of "interest" (as defined in the Criminal Code (Canada))
shall, if they relate to a specific period of time, be prorated over that period
of time and otherwise be prorated over the period from the Closing Date to the
Canadian Revolving Credit Termination Date or the scheduled final maturity of
the Canadian Tranche A Term Loans or Canadian Tranche B Term Loans, as
applicable, and, in the event of dispute, a certificate of a Fellow of the
Canadian Institute of Actuaries appointed by the Canadian Administrative Agent
shall be conclusive for the purposes of such determination absent manifest
error.

                  4.2 Optional Prepayments. (a) Each Borrower may at any time
and from time to time prepay the Loans made to it in whole or in part, without
premium or penalty on any Business Day, provided that (i) the Borrower shall
have given (x) at least three Business Days' irrevocable notice to the relevant
Administrative Agent (in the case of Eurodollar Loans) or (y) one Business Day's
irrevocable notice to the relevant Administrative Agent (otherwise), (ii) such
notice specifies, in the case of any prepayment of Loans, the date and amount of
prepayment and whether the prepayment is (x) of Term Loans or Revolving Credit
Loans, or a combination thereof, and in each case if a combination thereof, the
amount allocable to each, (y) the Type of Loan to be prepaid, and if a
combination thereof, the principal amount allocable to each and (iii) each
prepayment is in a minimum principal amount of US$1,000,000 or C$1,000,000, as
the case may be, and a multiple of US$100,000 or C$100,000, as the case may be,
in excess thereof. Upon the receipt of any such notice the relevant
Administrative Agent shall promptly notify each of the relevant Lenders thereof.
If any such notice is given, the amount specified in such
<PAGE>   59
                                                                              54


notice shall be due and payable on the date specified therein, together with any
amounts payable pursuant to subsection 4.12, if any, and, in the case of
prepayments of the US Term Loans only, accrued interest to such date on the
amount prepaid.

                  (b) Partial prepayments of (i) the US Term Loans pursuant to
this subsection shall be applied (x) pro rata (based on outstanding principal
amount) to the US Tranche A Term Loans and the US Tranche B Term Loans and (y)
to the respective installments of principal of such Term Loans in the inverse
order of the respective maturity dates thereof, (ii) the Canadian Term Loans
pursuant to this subsection shall be applied (x) pro rata (based on outstanding
principal amount, with all amounts denominated in C$ included in any
computations pursuant to this clause at the US$ Equivalent thereof) to the
Canadian Tranche A Term Loans and the Canadian Tranche B Term Loans and (y) to
the respective installments of principal of such Term Loans in the inverse order
of the respective maturity dates thereof (subject to the proviso to clause
(c)(iii) below), (iii) the US Revolving Credit Loans and the US Letters of
Credit pursuant to this subsection shall be applied on a pro rata basis, first,
to payment of the US Revolving Credit Loans then outstanding and, then, to cash
collateralize any outstanding US L/C Obligations upon terms reasonably
satisfactory to the US Administrative Agent and (iv) the Canadian Revolving
Credit Loans and the Canadian Letters of Credit pursuant to this subsection
shall be applied on a pro rata basis, first, to payment of the Canadian
Revolving Credit Loans then outstanding and, then, to cash collateralize any
outstanding Canadian L/C Obligations and Bankers' Acceptances upon terms
reasonably satisfactory to the Canadian Administrative Agent.

                  (c) Notwithstanding the foregoing, (i) subject to clause (iii)
below, so long as any US Tranche A Term Loans remain outstanding, any Lender
having a US Tranche B Term Loan outstanding may decline receipt of its share of
any such prepayment, and, if such Lender so declines, such share shall be
applied as an additional prepayment of the US Tranche A Term Loans in accordance
with the preceding clause (b)(i)(y), (ii) subject to clause (iii) below, so long
as any Canadian Tranche A Term Loans remain outstanding, any Lender having a
Canadian Tranche B Term Loan outstanding may decline receipt of its share of any
such prepayment, and, if such Lender so declines, such share shall be applied as
an additional prepayment of the Canadian Tranche A Term Loans in accordance with
the preceding clause (b)(ii)(y), and (iii) during the period from the Closing
Date to and including December 31, 1996, the Company may make partial
prepayments of US Tranche B Term Loans in an aggregate amount not to exceed the
lesser of (x) $100,000,000 and (y) the excess over $150,000,000 of the gross
cash proceeds to the Company of the issuance of the Subordinated Indebtedness
without making corresponding pro rata prepayments of Tranche A Loans, and
Lenders having US Tranche B Term Loans outstanding at the time of any such
prepayment shall not have the option to decline such prepayment as described in
clause (i) above, provided that all such prepayments of US Tranche B Term Loans
with such gross cash proceeds shall be applied pro rata to the remaining
installments thereof. Any such Lender that wishes to decline receipt of its
share of any such prepayment in accordance with the preceding clauses (c)(i) and
(c)(ii) shall promptly, and in any event no later than the date specified for
such prepayment, notify the Administrative Agent. Notwithstanding anything to
the contrary above, C$ Loans consisting of Bankers'
<PAGE>   60
                                                                              55


Acceptances may not be prepaid pursuant to this subsection. Term Loans prepaid
pursuant to this subsection may not be reborrowed.

                  4.3 Mandatory Prepayments and Reduction of Revolving Credit
Commitments. (a) If there shall be Excess Cash Flow with respect to any fiscal
year, commencing with the fiscal year ending December 31, 1997, and the Total
Leverage Ratio on the last day of such fiscal year is not less than 4.00:1.00,
then on the date that is the earlier of (i) the date on which the audited
financial statements for such fiscal year are required to be delivered pursuant
to subsection 7.1(a) and (ii) the date two Business Days after the delivery of
such financial statements, an amount equal to 50% of such Excess Cash Flow shall
be applied toward the prepayment of the Loans and the permanent reduction of the
Revolving Credit Commitments first, by the Company in accordance with subsection
4.3(f)(i) and then, by the Canadian Borrower in accordance with subsection
4.3(f)(ii).

                  (b) If, subsequent to the Closing Date, the Company shall
issue any Capital Stock, then an amount equal to 100% of the Net Cash Proceeds
thereof shall, on the first Business Day after receipt thereof, be applied
toward the prepayment of the Loans and the permanent reduction of the Revolving
Credit Commitments first, by the Company in accordance with subsection 4.3(f)(i)
and then, by the Canadian Borrower in accordance with subsection 4.3(f)(ii),
provided that (A) in the case of any such issuance occurring (i) at a time when
no Default or Event of Default has occurred and is continuing and (ii) at a time
when the Total Leverage Ratio as at the end of the most recently ended fiscal
quarter of the Company for which financial statements have been delivered
pursuant to subsection 7.1 is less than 5.00:1.00, the such prepayment shall not
be required in respect of such issuance and (B) in the case of any such issuance
occurring (i) at a time when no Default or Event of Default has occurred and is
continuing and (ii) at a time when the Total Leverage Ratio as at the end of the
two consecutive fiscal quarters of the Company for which financial statements
have been delivered pursuant to subsection 7.1 most recently ended prior to such
time is less than 5.00:1.00, the Company may apply a portion of the Net Cash
Proceeds thereof to repurchase Subordinated Indebtedness permitted to be so
repurchased under the Senior Subordinated Indenture at a premium of not greater
than 1% so long as an amount of such Net Cash Proceeds equal to the amount of
such portion so applied is simultaneously applied toward the prepayment of the
Loans and the permanent reduction of the Revolving Credit Commitments in
accordance with subsection 4.3(f).

                  (c) If, subsequent to the Closing Date, either Borrower or any
of its Subsidiaries shall receive Net Cash Proceeds from any asset sale or other
disposition permitted by subsection 8.6(d), then an amount equal to 100% of such
Net Cash Proceeds shall on the first Business Day after receipt thereof, be
applied toward the prepayment of the Loans and the permanent reduction of the
Revolving Credit Commitments in accordance with subsection 4.3(f); provided that
(i) such Net Cash Proceeds from any such asset sales or other dispositions shall
not be required to be so applied until the aggregate amount of such unapplied
Net Cash Proceeds exceeds $2,000,000 in the aggregate, at which time an amount
equal to 100% of such unapplied Net Cash Proceeds shall be applied immediately
toward the prepayment of the Loans and the permanent reduction of the Revolving
Credit Commitments in accordance with subsection 4.3(f), and (ii) such Borrower
may notify the relevant Administrative Agent in writing that it intends to use
the Net Cash Proceeds from any such asset sale or other disposition to acquire
fixed or capital assets within 269 days of receipt of such Net Cash Proceeds, in
which case the prepayment and reduction otherwise required by this paragraph
need not be made, but if such Net Cash Proceeds are not so used within such
269-day period, an amount equal to such Net Cash Proceeds shall be applied
toward the repayment of the Loans and the permanent reduction of the Revolving
Credit
<PAGE>   61
                                                                              56


Commitments in accordance with subsection 4.3(f) on the earlier of (x) the 269th
day after receipt of such Net Cash Proceeds and (y) the date on which such
Borrower has reasonably determined that such Net Cash proceeds shall not be so
used; provided, further, that such Net Cash Proceeds from any such asset sales
or other disposition to the extent that they may be used for the purposes
described in clause (ii) of the immediately preceding proviso within 269 days of
receipt thereof shall, if requested by the relevant Administrative Agent, be
deposited with such Administrative Agent which shall hold such Net Cash Proceeds
in a cash collateral account upon terms reasonably satisfactory for the period
beginning on the date of receipt thereof and ending on the date on which such
Net Cash Proceeds are used for the purposes described in clause (ii) of the
immediately preceding proviso or are applied toward the repayment of the Loans
and the permanent reduction of the Revolving Credit Commitments pursuant to such
clause.

                  (d) If, subsequent to the Closing Date, either Borrower or any
of its Subsidiaries shall receive any cash proceeds of any casualty or
condemnation with respect to any of its property or assets, then an amount equal
to 100% of such proceeds shall on the first Business Day after receipt thereof
be deposited with the relevant Administrative Agent which shall hold such
proceeds in a cash collateral account upon terms reasonably satisfactory to it.
From time to time upon the request of such Borrower, such Administrative Agent
shall (in accordance, in the case of any such proceeds related to property that
is covered by a Mortgage, with the applicable terms and conditions of such
Mortgage) release such proceeds to such Borrower or such Subsidiary, as
necessary, to pay for replacement or rebuilding of the property lost or
condemned. If such property is not replaced or rebuilt within 179 days following
the condemnation or casualty or if such Borrower fails to notify such
Administrative Agent in writing on or before 179 days after such casualty or
condemnation that such Borrower has commenced the replacement or rebuilding of
such property, then, in either case, such Administrative Agent shall apply any
amounts in the cash collateral account toward the prepayment of the Loans and
the permanent reduction of the Revolving Credit Commitments in accordance with
subsection 4.3(f).

                  (e) If (i) at any time during the US Revolving Credit
Commitment Period, the Aggregate Outstanding US Revolving Extensions of Credit
with respect to all US Revolving Credit Lenders exceeds the aggregate US
Revolving Credit Commitments then in effect, the Company shall, without notice
or demand, immediately repay the US Revolving Credit Loans in an aggregate
principal amount equal to such excess, or (ii)) at any time during the Canadian
Revolving Credit Commitment Period, the Aggregate Outstanding Canadian Revolving
Extensions of Credit with respect to all Canadian Revolving Credit Lenders
exceeds the aggregate Canadian Revolving Credit Commitments then in effect, the
<PAGE>   62
                                                                              57


Canadian Borrower shall, without notice or demand, immediately repay the
Canadian Revolving Credit Loans that are C$ Prime Loans (or, in the case of
Bankers' Acceptances, cash collateralize such Bankers' Acceptances as set forth
below) in an aggregate principal amount equal to such excess, in each case
together with interest accrued to the date of such payment or prepayment and any
amounts payable under subsection 4.12, if any. To the extent that after giving
effect to any prepayment of the US Revolving Credit Loans required by the
preceding sentence, the Aggregate Outstanding US Revolving Extensions of Credit
with respect to all US Revolving Credit Lenders exceeds the aggregate US
Revolving Credit Commitments then in effect, the Company shall, without notice
or demand, immediately cash collateralize the then outstanding US L/C
Obligations in an amount equal to such excess upon terms reasonably satisfactory
to the relevant Administrative Agent. To the extent that after giving effect to
any prepayment of the Canadian Revolving Credit Loans required by the preceding
sentence, the Aggregate Outstanding Canadian Revolving Extensions of Credit with
respect to all Canadian Revolving Credit Lenders exceeds the aggregate Canadian
Revolving Credit Commitments then in effect, the Canadian Borrower shall,
without notice or demand, immediately cash collateralize the then outstanding
Bankers' Acceptances and/or Canadian L/C Obligations in an amount equal to such
excess upon terms reasonably satisfactory to the relevant Administrative Agent.
On the Business Day next succeeding the date on which a payment has caused such
Aggregate Outstanding US Revolving Extensions of Credit with respect to all such
US Revolving Credit Lenders to be equal to or less than the US Revolving Credit
Commitments then in effect, the US Administrative Agent shall return to the US
Borrower the cash used to cash collateralize such then outstanding L/C
Obligations pursuant to the second preceding sentence; on the Business Day next
succeeding the date on which a payment has caused such Aggregate Outstanding
Canadian Revolving Extensions of Credit with respect to all such Canadian
Revolving Credit Lenders to be equal to or less than the Canadian Revolving
Credit Commitments then in effect, the Canadian Administrative Agent shall
return to the Canadian Borrower the cash used to cash collateralize such
respective then outstanding Bankers' Acceptances and Canadian L/C Obligations
pursuant to the preceding sentence.

                  (f) (i) Prepayments of the Loans and permanent reductions of
the Revolving Credit Commitments by the Company pursuant to subsections 4.3(a),
(b), (c), (d) and (f)(ii) shall be applied, first, to payment of the US Term
Loans then outstanding, second, (to the extent that there are no US Term Loans
then outstanding) to permanent reduction of the US Revolving Credit Commitments
then in effect, and, if any such amount remains unapplied, the Canadian Borrower
shall, to the extent of such unapplied amount, be obligated to make a prepayment
of the C$ Loans and a permanent reduction of the Canadian Revolving Credit
Commitments in accordance with subsection 4.3(f)(ii). Such prepayments of the
Term Loans pursuant to subsections 4.3(a), (b), (c), (d) and (f)(ii) shall be
applied (x) pro rata (based on outstanding principal amount) to the US Tranche A
Term Loans and the US Tranche B Term Loans and (y) to the respective
installments of principal of such respective Term Loans in the inverse order of
the respective maturity dates thereof.

                  (ii) Prepayments of the Loans and permanent reductions of the
Revolving Credit Commitments by the Canadian Borrower pursuant to subsections
4.3 (a), (b), (c), (d) and (f)(i) shall be applied, first, to payment of the
Canadian Term Loans then outstanding,
<PAGE>   63
                                                                              58


second, (to the extent that there are no Term Loans then outstanding) to
permanent reduction of the Canadian Revolving Credit Commitments then in effect,
and, if any such amount remains unapplied, the Company shall, to the extent of
such unapplied amount, be obligated to make a prepayment of the US Term Loans
and a permanent reduction of the US Revolving Credit Commitments in accordance
with subsection 4.3(f)(i). Such prepayments of the Canadian Term Loans pursuant
to subsections 4.3(a), (b), (c), (d) and (f)(i) shall be applied (x) pro rata
(based on outstanding principal amount) to the Canadian Tranche A Term Loans
and, subject to the limitations set forth in clause (f)(iii) below, the Canadian
Tranche B Term Loans and (y) to the respective installments of principal of such
respective Term Loans in the inverse order of the respective maturity dates
thereof.

                  (iii) Notwithstanding any other provision of this subsection
4.3, at no time during the period from the Original Closing Date through the
first day following the fifth anniversary of the Closing Date (unless the
Canadian Tranche B Term Loans shall have become due and payable by acceleration
under this Agreement following the occurrence of an Event of Default) shall any
prepayments of the Canadian Tranche B Term Loans be required to be made by the
Canadian Borrower pursuant to this subsection 4.3 to the extent that, after
giving effect to such prepayment, the sum of (A) the aggregate amount of
prepayments of Canadian Tranche B Term Loans made pursuant to subsection 4.3 at
or prior to such first day and (B) the aggregate amount of repayments of
Canadian Tranche B Term Loans scheduled to be made pursuant to subsections 2.13
at or prior to such first day would exceed an amount equal to 25% of the
aggregate amount originally advanced under the Canadian Tranche B Term Loan
Commitments to the Canadian Borrower.

                  (iv) Notwithstanding the foregoing clauses (f)(i) and (f)(ii),
(A) so long as any US Tranche A Term Loans remain outstanding, any Lender having
a US Tranche B Term Loan outstanding may decline receipt of its share of any
such prepayment otherwise required to be made by it pursuant to this subsection
4.3 to the extent that the aggregate amount so declined does not exceed the
aggregate amount of US Tranche A Loans outstanding at such time, and, if such
Lender so declines, such share shall be applied as an additional prepayment of
the US Tranche A Term Loans in accordance with clause (f)(i)(y) of this
subsection, and (B) so long as any Canadian Tranche A Term Loans remain
outstanding, any Lender having a Canadian Tranche B Term Loan outstanding may
decline receipt of its share of any such prepayment otherwise required to be
made by it pursuant to this subsection 4.3 (including, without limitation, the
provisions of paragraph (f)(iii) of this subsection) to the extent that the
aggregate amount so declined does not exceed the aggregate amount of Canadian
Tranche A Loans outstanding at such time, and, if such Lender so declines, such
share shall be applied as an additional prepayment of the Canadian Tranche A
Term Loans in accordance with the foregoing clause (f)(ii)(y) of this
subsection. Any such Lender that wishes to decline receipt of its share of any
such prepayment shall promptly, and in any event no later than the date
specified for such prepayment, notify the relevant Administrative Agent.

                  (v) Notwithstanding foregoing provisions of this subsection
4.3(f) (but subject, nevertheless, to subsection 4.3(f)(iii)), if at the time
any prepayment of the Loans and permanent reductions of the Revolving Credit
Commitments shall be required to be
<PAGE>   64
                                                                              59


made pursuant to the provisions of subsection 4.3(a), (b), (c), (d), (f)(i) or
(f)(ii) an Event of Default shall have occurred and be continuing, such
prepayment shall be applied to the payment of all the Loans and L/C Obligations
then outstanding pro rata according to the respective amounts thereof, and each
of the Revolving Credit Commitments shall be automatically reduced by an amount
equal to that portion of such prepayments as shall have been allocated to the
Revolving Credit Loans and L/C Obligations then outstanding under such Revolving
Credit Commitment. For purposes of calculations pursuant to this clause (v) all
amounts denominated in Canadian Dollars shall be converted to US Dollars at the
US$ Equivalent amount thereof. Prepayments, pursuant to this clause (v) in
respect of the US Term Loans US and Revolving Credit Loans shall be made by the
Company, and prepayments pursuant to this clause (v) in respect of the Canadian
Term Loans and Canadian Revolving Credit Loans shall be made by the Canadian
Borrower.

                  (g) Notwithstanding anything to the contrary contained above,
all prepayments of each Loan shall be made in the currency in which such Loans
were made, all cash collateralization of Canadian L/C Obligations and Bankers'
Acceptances shall be made in Canadian Dollars and all cash collateralization of
US L/C Obligations shall be made in US Dollars. For purposes of determining the
amounts required to be applied, conversions of one currency to another are
assumed to be made by using the C$ Equivalent or US$ Equivalent, as the case may
be, of amounts received in the other currency. However, it shall remain the
responsibility of the respective Borrower to convert amounts received in one
currency into the other to the extent needed to repay, or cash collateralize,
Loans, L/C Obligations or Bankers' Acceptances maintained in the other such
currency.

                  (h) Amounts prepaid on account of Term Loans pursuant to this
subsection may not be reborrowed. Each prepayment pursuant to this subsection
shall be accompanied by payment of accrued interest on the amount prepaid.

                  4.4 Conversion and Continuation Options. (a) Each Borrower may
elect from time to time to convert Eurodollar Loans to ABR Loans by giving the
US Administrative Agent at least two Business Days, or the Canadian
Administrative Agent, as applicable, at least three Business Days,' prior
irrevocable notice of such election, provided that any such conversion of
Eurodollar Loans may only be made on the last day of an Interest Period with
respect thereto. Each Borrower may elect from time to time to convert ABR Loans
to Eurodollar Loans by giving the US Administrative Agent or the Canadian
Administrative Agent, as applicable, at least three Business Days, prior
irrevocable notice of such election. Any such notice of conversion to Eurodollar
Loans shall specify the length of the initial Interest Period or Interest
Periods therefor. Upon receipt of any such notice, such Administrative Agent
shall promptly notify each Lender thereof. All or any part of outstanding
Eurodollar Loans and ABR Loans may be converted as provided herein, provided
that (i) no Loan may be converted into a Eurodollar Loan when any Event of
Default has occurred and is continuing and the US Administrative Agent has or
the Majority Lenders have determined that such a conversion is not appropriate
and (ii) no Loan may be converted into a Eurodollar Loan after the date that is
one month prior to the US Revolving Credit Termination Date (in the case of
conversions of US Revolving Credit
<PAGE>   65
                                                                              60


Loans) or the date of the final installment of principal of the tranche of Term
Loans of which such Loan is a part.

                  (b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
applicable Borrower giving notice to the applicable Administrative Agent, in
accordance with the applicable provisions of the term "Interest Period" set
forth in subsection 1.1, of the length of the next Interest Period to be
applicable to such Loans, provided that no Eurodollar Loan may be continued as
such (i) when any Event of Default has occurred and is continuing and either
Administrative Agent has or the Majority Lenders have determined that such a
continuation is not appropriate or (ii) after the date that is one month prior
to the US Revolving Credit Commitment Termination Date (in the case of
conversions of US Revolving Credit Loans) or the date of the final installment
of principal of the tranche of Term Loans of which such Loan is a part, and
provided, further, that if either Borrower shall fail to give any required
notice as described above in this paragraph or if such continuation is not
permitted pursuant to the preceding proviso such Loans shall be automatically
converted to ABR Loans on the last day of such then expiring Interest Period.

                  (c) Subject to the provisions of this Agreement, the Canadian
Borrower may, prior to the Canadian Revolving Credit Termination Date or, as the
case may be, the final maturity date of the Canadian Tranche A Term Loans,
effective on any Business Day, convert, in whole or in part, C$ Prime Loans into
Bankers' Acceptances or vice versa upon giving to the Canadian Administrative
Agent prior irrevocable telephone or written notice within the notice period and
in the form which would be required to be given to the Canadian Administrative
Agent in respect of the category of C$ Loan into which the outstanding C$ Loan
is to be converted in accordance with the provisions of subsection 2.5 or 2.16,
as applicable, followed, in the case of telephone notice, by written
confirmation on the same day, provided that:

             (a)  no C$ Prime Loan may be converted into a Bankers' Acceptance
                  when any Event of Default has occurred and is continuing and
                  the Canadian Administrative Agent has or the Majority Lenders
                  have determined that such conversion is not appropriate;

             (b)  each conversion to Bankers' Acceptances shall be for an
                  aggregate amount of C$4,000,000 (and whole multiples of
                  C$100,000 in excess thereof), and each conversion to C$ Prime
                  Loans shall be in a minimum aggregate amount of C$4,000,000;
                  and

             (c)  Bankers' Acceptances may be converted only on the maturity
                  date of such Bankers' Acceptances and, provided that, if less
                  than all Bankers' Acceptances are converted, then after such
                  conversion not less than C$4,000,000 (and whole multiples of
                  C$100,000 in excess thereof) shall remain as Bankers'
                  Acceptances.
<PAGE>   66
                                                                              61


                  4.5 Minimum Amounts and Maximum Number of Tranches. All
borrowings, conversions and continuations of US Loans hereunder and all
selections of Interest Periods hereunder shall be in such amounts and be made
pursuant to such elections so that, after giving effect thereto, the aggregate
principal amount of the Loans comprising (i) each Tranche shall be equal to
US$2,500,000 or a whole multiple of US$100,000 in excess thereof, in the case of
US$ Loans, and C$4,000,000 or a whole multiple of C$100,000 in excess thereof,
in the case of C$ Loans. In no event shall there be more than (a) 20 Tranches
outstanding at any time or (b) 10 Tranches in respect of US Revolving Credit
Loans, 10 Tranches in respect of Canadian Revolving Credit Loans, 7 Tranches in
respect of US Tranche A Term Loans, 10 Tranches in respect of Canadian Tranche A
Term Loans, 10 Tranches in respect of US Tranche B Term Loans or 10 Tranches in
respect of Canadian Tranche B Term Loans outstanding at any time.
Notwithstanding the foregoing and regardless of the number of Tranches
outstanding, all Term Loans shall be advanced only once, and all amounts repaid
thereunder may not be reborrowed.

                  4.6 Computation of Interest and Fees. (a) Interest (except as
provided in the following two sentences) and commitment and letter of credit
fees and commissions shall be calculated on the basis of a 360-day year for the
actual days elapsed. Interest on ABR Loans (when it is based upon the CIBC Base
Rate) shall be calculated on the basis of a 365- (or 366-, as the case may be)
day year for the actual days elapsed. Acceptance fees and commitment fees and
interest calculated on the basis of the CDOR Rate shall be calculated on the
basis of a 365-day year for the actual days elapsed. The relevant Administrative
Agent shall as soon as practicable notify the relevant Borrower and the Lenders
of each determination of a Eurodollar Rate or the Applicable BA Discount Rate.
Any change in the interest rate on a Loan resulting from a change in the ABR,
the C$ Prime Rate or the Eurocurrency Reserve Requirements shall become
effective as of the opening of business on the day on which such change becomes
effective. The relevant Administrative Agent shall as soon as practicable notify
the relevant Borrower and the relevant Lenders of the effective date and the
amount of each such change in interest rate.

                  (b) Each determination of an interest rate by an
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the relevant Borrower and the Lenders in the absence
of manifest error. The relevant Administrative Agent shall, at the request of
the relevant Borrower, deliver to such Borrower a statement showing the
quotations used by the such Administrative Agent in determining any interest
rate pursuant to subsection 4.1.

                  (c) For the purposes of the Interest Act (Canada), in any case
in which an interest rate is stated in this Agreement to be calculated on the
basis of a year of 360 days or 365 days, as the case may be, the yearly rate of
interest to which such interest rate is equivalent is equal to such interest
rate multiplied by the number of days in the year in which the relevant interest
payment accrues and divided by 360 or 365, respectively. In addition, the
principle of deemed reinvestment of interest does not apply to any interest
calculations under this Agreement and the rates of interest stipulated in this
Agreement are intended to be nominal rates and not effective rates or yields.
<PAGE>   67
                                                                              62


                  4.7 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

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

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

the US Administrative Agent shall give telecopy or telephonic notice thereof to
the Borrowers and the US$ Lenders as soon as practicable thereafter. If such
notice is given (x) any Eurodollar Loans requested to be made on the first day
of such Interest Period shall be made as ABR Loans, (y) any Loans that were to
have been converted on the first day of such Interest Period to Eurodollar Loans
shall be converted to or continued as ABR Loans and (z) any outstanding
Eurodollar Loans shall be converted, on the first day of such Interest Period,
to ABR Loans. Until such notice has been withdrawn by the US Administrative
Agent, no further Eurodollar Loans shall be made or continued as such, nor shall
either Borrower have the right to convert Loans to Eurodollar Loans.

                  4.8 Pro Rata Treatment and Payments. (a) Each borrowing of
Revolving Credit Loans by each Borrower hereunder shall be made, each payment by
each Borrower on account of any commitment fee or acceptance fee hereunder, and
any reduction of the Revolving Credit Commitments shall be allocated by the
relevant Administrative Agent, pro rata according to the US Revolving Credit
Commitment Percentages of the US Revolving Credit Lenders, in the case of US
Revolving Credit Commitments and US Revolving Credit Loans, and according to the
Canadian Revolving Credit Commitment Percentages of the Canadian Revolving
Credit Lenders, in the case of Canadian Revolving Credit Commitments and
Canadian Revolving Credit Loans. Each payment (including each prepayment
pursuant to subsection 4.3, but subject to the limitations set forth in
subsection 4.3(f)(iii) and subject to the provisions of subsection 4.3(f)(iv)
and (v)) by each Borrower on account of principal of and interest on any Class
of Loans shall be made pro rata according to the respective outstanding
principal amounts of such Class of Loans then held by the relevant Lenders.
Notwithstanding the foregoing provisions of this subsection, if at the time of
the making of any payment hereunder of interest, principal or fees such payment
shall be insufficient to pay in full all such amounts then due and unpaid
hereunder, such amount shall be applied first to pay all fees then due and
unpaid, second to pay all interest then due and unpaid and third to pay all
principal then due and unpaid in each case described above, ratably among the
Lenders in accordance with the respective amounts of each category of obligation
then due and unpaid to it, provided that, unless all the Loans
<PAGE>   68
                                                                              63


shall have become due and payable (whether at the stated maturity thereof, by
acceleration or otherwise), in no event shall any amount paid by either Borrower
under or pursuant to this Agreement be applied to the obligations of any Class
of Loans in respect of which the obligor is the other Borrower. All payments
(including prepayments) to be made by the Borrowers hereunder and under any
Notes, whether on account of principal, interest, fees, L/C Obligations or
otherwise, shall be made without set-off or counterclaim and shall be made prior
to 12:00 Noon, New York City time, on the due date thereof to the relevant
Administrative Agent, for the account of the Lenders holding the relevant Loans
or the L/C Participants, as the case may be, at the Administrative Agent's
office specified in subsection 11.2, in US Dollars or C$, as the case may be,
and in immediately available funds. Payments received by the relevant
Administrative Agent after such time shall be deemed to have been received on
the next Business Day. If any payment hereunder (other than payments on
Eurodollar Loans) becomes due and payable on a day other than a Business Day,
the maturity of such payment shall be extended to the next succeeding Business
Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension. If any payment on a
Eurodollar Loan becomes due and payable on a day other than a Business Day, the
maturity of such payment shall be extended to the next succeeding Business Day
(and, with respect to payments of principal, interest thereon shall be payable
at the then applicable rate during such extension) unless the result of such
extension would be to extend such payment into another calendar month, in which
event, subject to subsection 4.3(f)(iii), such payment shall be made on the
immediately preceding Business Day.

                  (b) Unless the relevant Administrative Agent shall have been
notified in writing by any Lender prior to a borrowing that such Lender will not
make the amount that would constitute its Commitment Percentage of such
borrowing available to such Administrative Agent, such Administrative Agent may
assume that such Lender is making such amount available to such Administrative
Agent, and such Administrative Agent may, in reliance upon such assumption, make
available to the relevant Borrower a corresponding amount. If such amount is not
made available to such Administrative Agent by the required time on the
Borrowing Date therefor, such Lender shall pay to such Administrative Agent, on
demand, such amount with interest thereon at a rate equal to the daily average
Federal Funds Rate (in the case of US$ Loans) or at the then effective CDOR Rate
(in the case of C$ Loans) for the period until such Lender makes such amount
immediately available to such Administrative Agent. A certificate of the
relevant Administrative Agent submitted to any Lender with respect to any
amounts owing under this subsection shall be conclusive in the absence of
manifest error. If such Lender's Commitment Percentage of such borrowing is not
made available to the relevant Administrative Agent by such Lender within three
Business Days of such Borrowing Date, the relevant Administrative Agent shall
also be entitled to recover such amount with interest thereon at the rate per
annum applicable to ABR Loans or C$ Prime Loans, as the case may be, hereunder,
on demand, from the relevant Borrower.

                  4.9 Illegality. Notwithstanding any other provision herein, if
the adoption of or any change in any Requirement of Law or any change in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as
<PAGE>   69
                                                                              64


contemplated by this Agreement, (a) the commitment of such Lender hereunder to
make Eurodollar Loans, continue Eurodollar Loans as such and convert ABR Loans
to Eurodollar Loans shall forthwith be cancelled and (b) such Lender's Loans
then outstanding as Eurodollar Loans, if any, shall be converted automatically
to ABR Loans on the respective last days of the then current Interest Periods
with respect to such Loans or within such earlier period as required by law. If
any such conversion of a Eurodollar Loan occurs on a day which is not the last
day of the then current Interest Period with respect thereto, the relevant
Borrower shall pay to such Lender such amounts, if any, as may be required
pursuant to subsection 4.12.

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

                         (i) shall subject any Lender to any tax of any kind
         whatsoever with respect to this Agreement, any Note, any Letter of
         Credit, any Application or any Eurodollar Loan made by it, or any
         Bankers' Acceptance purchased or accepted by it, or change the basis of
         taxation of payments to such Lender in respect thereof (except for
         Non-Excluded Taxes covered by subsection 4.11 and changes in the rate
         of tax on the overall net income of such Lender);

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

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

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans, or issuing or participating in
Letters of Credit, or purchasing or accepting Bankers' Acceptances, or to reduce
any amount receivable hereunder in respect thereof then, in any such case, the
relevant Borrower shall promptly pay such Lender, upon its demand, any
additional amounts necessary to compensate such Lender, on an after-tax basis,
for such increased cost or reduced amount receivable.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or any change
in the interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof does or shall have the effect of
reducing the rate of return on such Lender's or such corporation's
<PAGE>   70
                                                                              65


capital as a consequence of its obligations hereunder or under any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such change or compliance (taking into consideration such
Lender's or such corporation's policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the relevant Borrower (with a copy to the US
Administrative Agent) of a written request therefore, such Borrower shall pay to
such Lender such additional amount or amounts as will compensate such Lender, on
an after-tax basis, for such reduction.

                  (c) If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection, it shall promptly notify the relevant
Borrower, through the relevant Administrative Agent, of the event by reason of
which it has become so entitled. A certificate as to any additional amounts
payable pursuant to this subsection submitted by such Lender, through the
relevant Administrative Agent, to the relevant Borrower shall be conclusive in
the absence of manifest error. This covenant shall survive the termination of
this Agreement and the payment of the Notes and all other amounts payable
hereunder.

                  4.11 Taxes. (a) All payments made by either Borrower under
this Agreement, any Note or any Application shall be made free and clear of, and
without deduction or withholding for or on account of, any present or future
income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereafter imposed, levied, collected, withheld or
assessed by any Governmental Authority, excluding net income taxes and franchise
taxes (imposed in lieu of net income taxes) imposed on either Administrative
Agent or any Lender as a result of a present or former connection between such
Administrative Agent or such Lender and the jurisdiction of the Governmental
Authority imposing such tax or any political subdivision or taxing authority
thereof or therein (other than any such connection arising solely from the
relevant Administrative Agent or such Lender having executed, delivered or
performed its obligations or received a payment under, or enforced, this
Agreement, any Notes or any Application). If any such non-excluded taxes,
levies, imposts, duties, charges, fees, deductions or withholdings
("Non-Excluded Taxes") are required to be withheld from any amounts payable to
either Administrative Agent or any Lender hereunder or under any Note or any
Application, the amounts so payable to the Administrative Agent or such Lender
shall be increased to the extent necessary to yield to such Administrative Agent
or such Lender (after payment of all Non-Excluded Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in this
Agreement, the Notes and the Applications, provided, however, that neither
Borrower shall be required to increase any such amounts payable to any Lender if
such increased amount arises as a result of (i) in the case of amounts payable
by the Company with respect to US$ Loans, such Lender's failure to comply with
any applicable requirements of subsection 4.11(b), including a material failure
of any statement or certification given pursuant to subsection 4.11(b) to be
true for any reason other than a change in United States federal income tax law
or an amendment, modification or revocation of an applicable double tax treaty
or (ii) in the case of amounts payable by the Canadian Borrower with respect to
C$ Loans, such Lender's status as a non-resident of Canada for the purposes of
the Income Tax Act (Canada). Each Borrower shall also indemnify each
Administrative Agent and each Lender on an after-tax basis for any
<PAGE>   71
                                                                              66


additional taxes on net income which such Administrative Agent or such Lender,
as the case may be, may be obligated to pay as a result of the receipt of
additional amounts under this subsection 4.11(a). Whenever any Non-Excluded
Taxes are payable by either Borrower, as promptly as possible thereafter such
Borrower shall send to the relevant Administrative Agent for its own account or
for the account of such Lender, as the case may be, a certified copy of an
original official receipt received by such Borrower showing payment thereof. If
either Borrower fails to pay any Non-Excluded Taxes when due to the appropriate
taxing authority or fails to remit to the relevant Administrative Agent the
required receipts or other required documentary evidence, such Borrower shall
indemnify each Administrative Agent and the Lenders for any incremental taxes,
interest or penalties that may become payable by such Administrative Agent or
any Lender as a result of any such failure. The agreements in this subsection
shall survive the termination of this Agreement and the payment of the Loans and
all other amounts payable hereunder.

                  (b) Each Lender that is not incorporated under the laws of the
United States of America or a state thereof shall:

                                  (i) in the case of a Lender or a Transferee
                  that is a "bank" under Section 881(c)(3)(A) of the Code;

                         (A) deliver to Company and the US Administrative Agent
         (A) two duly completed copies of United States Internal Revenue Service
         Form 1001 or 4224, or successor applicable form, as the case may be,
         and (B) an Internal Revenue Service Form W-8 or W-9, or successor
         applicable form, as the case may be;

                         (B) deliver to the Company and the US Administrative
         Agent two further copies of any such form or certification on or before
         the date that any such form or certification expires or becomes
         obsolete and after the occurrence of any event requiring a change in
         the most recent form previously delivered by it to the Company; and

                         (C) obtain such extensions of time for filing and
         complete such forms or certifications as may reasonably be requested by
         the Company or the US Administrative Agent;

                                  (ii) in the case of a Lender or a Transferee
                  that is not a "bank" under Section 881(c)(3)(A) of the Code:

                           (A) on or before the date it becomes a party to this
         Agreement (or, in the case of a Loan Participant, on or the date such
         Loan Participant becomes a Loan Participant hereunder) deliver to the
         Company and the US Administrative Agent (I) a statement under penalties
         of perjury that such Lender (x) is not a "bank" under Section 
         881(c)(3)(A) of the Code, is not subject to regulatory or other legal
         requirements as a bank in any jurisdiction, and has not been treated as
         a bank for purposes of any tax, securities law or other filing or
         submission made to any Governmental Authority, any application made to
         a rating agency or qualification for
<PAGE>   72
                                                                              67



         any exemption from tax, securities law or other legal requirements, (y)
         is not a 10-percent shareholder within the meaning of Section 
         881(c)(3)(B) of the Code and (z) is not a controlled foreign
         corporation receiving interest from a related person within the meaning
         of Section 881(c)(3)(C) of the Code and (II) a properly completed and
         duly executed Internal Revenue Service Form W-8 or applicable successor
         form;

                           (B) deliver to the Company and the US Administrative
         Agent two further properly completed and duly executed copies of said
         Form W-8, or any successor applicable form on or before the date that
         any such Form W-8 expires or becomes obsolete or after the occurrence
         of any event requiring a change in the most recent form previously
         delivered by it to the Company or upon the request of the Company; and

                           (C) obtain such extensions of time for filing and
         completing such forms or certifications as may be reasonably requested
         by the Company or the US Administrative Agent;

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Company and the US
Administrative Agent. Such Lender shall certify (i) in the case of a Form 1001
or 4224, that it is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes and (ii) in
the case of a Form W-8 or W-9, that it is entitled to an exemption from United
States backup withholding tax. Each Person that shall become a Lender or a
Participant pursuant to subsection 11.6 shall, upon the effectiveness of the
related transfer, be required to provide all of the forms and statements
required pursuant to this subsection, provided that in the case of a Participant
such Participant shall furnish all such required forms and statements to the
Lender from which the related participation shall have been purchased.

                  4.12 Indemnity. Each Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by such Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans after such
Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by such Borrower in making any
prepayment after such Borrower has given a notice thereof in accordance with the
provisions of this Agreement or (c) the making of a prepayment of Eurodollar
Loans on a day which is not the last day of an Interest Period with respect
thereto. Such indemnification may include an amount equal to the excess, if any,
of (i) the amount of interest which would have accrued on the amount so prepaid,
or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of
such Interest Period (or, in the case of a failure to borrow, convert or
continue, the Interest Period that would have commenced on the date of such
failure) in each case at the applicable rate of interest for such Loans provided
for herein (excluding, however, the Applicable Margin included
<PAGE>   73
                                                                              68


therein, if any) over (ii) the amount of interest (as reasonably determined by
such Lender) which would have accrued to such Lender on such amount by placing
such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market. This covenant shall survive the termination of this
Agreement and the payment of the Loans and all other amounts payable hereunder.


                    SECTION 5. REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders to enter into this Agreement and to make
the Loans and issue or participate in the Letters of Credit, the Company hereby
represents and warrants to each Administrative Agent and each Lender that:

                  5.1 Financial Condition. (a) The consolidated balance sheet of
the Company and its consolidated Subsidiaries as at December 31, 1995 and the
related consolidated statements of income and of cash flows for the fiscal year
ended on such date, reported on by Deloitte & Touche, copies of which have
heretofore been furnished to each Lender, are complete and correct and present
fairly the consolidated financial condition of the Company and its consolidated
Subsidiaries as at such date, and the consolidated results of their operations
and their consolidated cash flows for the fiscal year then ended. The unaudited
consolidated balance sheet of the Company and its consolidated Subsidiaries as
at March 31, 1996 and the related unaudited consolidated statements of income
and of cash flows for the three-month period ended on such date, certified by a
Responsible Officer, copies of which have heretofore been furnished to each
Lender, are complete and correct and present fairly the consolidated financial
condition of the Company and its consolidated Subsidiaries as at such date, and
the consolidated results of their operations and their consolidated cash flows
for the three-month period then ended (subject to normal year-end audit
adjustments). All such financial statements, including the related schedules and
notes thereto, have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by such accountants or
Responsible Officer, as the case may be, and as disclosed therein). Neither the
Company nor any of its consolidated Subsidiaries had, at the date of the most
recent balance sheet referred to above, any material Guarantee Obligation,
contingent liability or liability for taxes, or any long-term lease or unusual
forward or long-term commitment, including, without limitation, any interest
rate or foreign currency swap or exchange transaction, which is not reflected in
the foregoing statements or in the notes thereto. During the period from
December 31, 1995 to and including the Closing Date there has been no sale,
transfer or other disposition by the Company or any of its consolidated
Subsidiaries of any material part of its business or property and, except for
the Acquisition, no purchase or other acquisition of any business or property
(including any capital stock of any other Person) material in relation to the
consolidated financial condition of the Company and its consolidated
Subsidiaries at December 31, 1995.

                  (b) The Division financial statements referred to in Section 
3.3 of the Purchase Agreement, copies of which have heretofore been furnished to
each Lender, present fairly the consolidated financial condition of the
business, operations and assets of
<PAGE>   74
                                                                              69


the Division as at the respective dates thereof, and the consolidated results of
operations and consolidated cash flows thereof for the fiscal periods then
ended.

                  (c) The pro forma balance sheet of the Company and its
consolidated Subsidiaries (the "Pro Forma Balance Sheet"), copies of which have
heretofore been furnished to each Lender, is the balance sheet of the Company
and its consolidated Subsidiaries as of June 30, 1996 (the "Pro Forma Date"),
adjusted to give effect (as if such events had occurred on such date) to (i) the
consummation of the Acquisition, (ii) the repayment in full of all loans under,
and all other amounts due in respect of, the Second Amended and Restated Credit
Agreement of the Company repaid on the Original Closing Date, (iii) the making
of the loans and other extensions of credit under the Existing Credit Agreement
made on the Original Closing Date and the application of the proceeds thereof as
contemplated hereby, (iv) the incurrence of the bridge indebtedness under the
Subordinated Bridge Agreement contemplated by subsection 6.1(j)(i) of the
Existing Credit Agreement, (v) the repayment of the Senior Notes and any other
Indebtedness required to be repaid on the Original Closing Date and (vi) the
payment of the fees and expenses payable in connection with the consummation of
the Acquisition and the financing thereof.

                  5.2 No Change. Since May 31, 1996 (in the case of the
Division) or March 31, 1996 (in the case of the Company and its Subsidiaries)
(a) there has been no development or event which has had or could reasonably be
expected to have a Material Adverse Effect and (b) other than as disclosed on
Schedule 5.2, no dividends or other distributions have been declared, paid or
made upon the Capital Stock of the Company nor has any of the Capital Stock of
the Company been redeemed, retired, purchased or otherwise acquired for value by
the Company or any of its Subsidiaries.

                  5.3 Corporate Existence; Compliance with Law. Each of the
Company and its Subsidiaries (a) is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (b) has the
corporate power and authority, and the legal right, to own and operate its
property, to lease the property it operates as lessee and to conduct the
business in which it is currently engaged, (c) is duly qualified as a foreign
corporation and in good standing under the laws of each jurisdiction set forth
on Schedule 5.3 on the date hereof, which includes each jurisdiction where its
ownership, lease or operation of property or the conduct of its business
requires such qualification, except to the extent that the failure to be so
qualified or in good standing could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.

                  5.4 Corporate Power; Authorization; Enforceable Obligations.
(a) Each of the Company and the other Loan Parties has the corporate power and
authority, and the legal right, to make, deliver and perform those Loan
Documents to which it is a party and, in the case of each Borrower, to borrow
hereunder, and each of the Borrowers and the other Loan Parties has taken all
necessary corporate action to authorize (in the case of each Borrower) the
borrowings on the terms and conditions of this Agreement and to authorize the
execution, delivery and performance of each Loan Document to which it is a
party.
<PAGE>   75
                                                                              70


                  (b) No consent or authorization of, approval by, notice to,
filing with or other act by or in respect of, any Governmental Authority or any
other Person is required to be obtained or made by either Borrower or any other
Loan Party in connection with the borrowings hereunder or with the execution,
delivery, performance, validity or enforceability of this Agreement or any other
Loan Document to which it is a party.

                  (c) This Agreement has been, and other Loan Document to which
it is a party will be, duly executed and delivered on behalf of each Borrower
and each other Loan Party which is a party thereto.

                  (d) This Agreement constitutes, and each other Loan Document
to which it is a party when executed and delivered will constitute, a legal,
valid and binding obligation of each Borrower or each Loan Party, as the case
may be, enforceable against each Borrower or such Loan Party in accordance with
its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to the enforcement of
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.

                  5.5 No Legal Bar. The execution, delivery and performance of
this Agreement and the other Loan Documents, the borrowings hereunder and the
use of the proceeds thereof will not violate any Requirement of Law or
Contractual Obligation of either Borrower or of any of their respective
Subsidiaries and will not result in, or require, the creation or imposition of
any Lien on any of its or their respective properties or revenues pursuant to
any such Requirement of Law or Contractual Obligation.

                  5.6 No Material Litigation. No litigation, investigation or
proceeding of or before any arbitrator or Governmental Authority is pending or,
to the knowledge of the Company, threatened by or against the Company or any of
its Subsidiaries or against any of its or their respective properties or
revenues (a) with respect to any of the Loan Documents or any of the
transactions contemplated hereby or thereby, or (b) which could reasonably be
expected to have a Material Adverse Effect.

                  5.7 No Default. Neither the Company nor any of its
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

                  5.8 Ownership of Property; Liens. Each of the Company and its
Subsidiaries has good record and valid title in fee simple to, or a leasehold
interest enforceable in accordance with outdoor advertising industry standards
in, all its real property, and good title to, or a leasehold interest
enforceable in accordance with outdoor advertising industry standards in, all
its other property, and none of such property is subject to any Lien except as
permitted by subsection 8.3, and except to the extent, in the case of such real
property other than that required to be subject to a Mortgage hereunder, that
the
<PAGE>   76
                                                                              71


failure to have such good title or leasehold interest, as the case may be, could
not reasonably be expected to have a Material Adverse Effect.

                  5.9 Advertising Displays. Schedule 5.9 sets forth, under the
heading "Locations and Leases", on the date hereof, (i) the location by street
of each Advertising Display of the Company or any of its Subsidiaries, (ii) the
location and legal description of all real property owned by the Company or any
of its Subsidiaries and (iii) each lease to which the Company or any of its
Subsidiaries is a party as lessee. Schedule 5.9 sets forth under the heading
"Jurisdictions", on the date hereof, the county and state where each Advertising
Display of the Company and its Subsidiaries is located.

                  5.10 No Burdensome Restrictions. No Requirement of Law or
Contractual Obligation of the Company or any of its Subsidiaries could
reasonably be expected to have a Material Adverse Effect.

                  5.11 Taxes. Each of the Company and its Subsidiaries has filed
or caused to be filed all tax returns which, to the knowledge of the Company,
are required to be filed and has paid all taxes shown to be due and payable on
said returns or on any assessments made against it or any of its property and
all other taxes, fees or other charges imposed on it or any of its property by
any Governmental Authority (other than any the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the Company or its Subsidiaries, as the case may be); no tax Lien has
been filed, and, to the knowledge of the Company, no claim is being asserted,
with respect to any such tax, fee or other charge.

                  5.12 Federal Regulations. No part of the proceeds of any Loans
will be used for "purchasing" or "carrying" any "margin stock" within the
respective meanings of each of the quoted terms under Regulation U of the Board
of Governors of the Federal Reserve System as now and from time to time
hereafter in effect or for any purpose which violates the provisions of the
Regulations of such Board of Governors. If requested by any Lender or the
Administrative Agent, the Company will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.

                  5.13 ERISA. (a) Neither a Reportable Event nor an "accumulated
funding deficiency" (within the meaning of Section 412 of the Code or Section 
302 of ERISA) has occurred during the five-year period prior to the date on
which this representation is made or deemed made with respect to any Single
Employer Plan, and each Plan has complied in all material respects with the
applicable provisions of ERISA and the Code where failure to comply could
reasonably be expected to result in a liability to the Company or any Commonly
Controlled Entity. No termination of a Single Employer Plan has occurred, and no
Lien on the property, assets or revenues of the Company or any Commonly
Controlled Entity in favor of the PBGC or a Plan has arisen, during such
five-year period. The present value of all accrued benefits under each Single
Employer Plan (based on those assumptions used to fund such Plans) did not, as
of the last annual valuation date prior to the date on
<PAGE>   77
                                                                              72


which this representation is made or deemed made, exceed the value of the assets
of such Plan allocable to such accrued benefits. Neither the Company nor any
Commonly Controlled Entity has had a complete or partial withdrawal from any
Multiemployer Plan, and neither the Company nor any Commonly Controlled Entity
would become subject to any liability under ERISA if the Company or any such
Commonly Controlled Entity were to withdraw completely from all Multiemployer
Plans as of the valuation date most closely preceding the date on which this
representation is made or deemed made. No such Multiemployer Plan is in
Reorganization, Insolvent or terminating where any liability could result from
any such event. Notwithstanding the foregoing, there shall be no breach of the
representations set forth in this subsection hereof unless the amount of any
liability of the Company or any Commonly Controlled Entity which arises or which
could be reasonably expected to arise in connection with such representation,
individually or in the aggregate, exceeds $500,000.

                  (b) Each Canadian Pension Plan is in compliance with all
applicable pension benefits and tax laws except to the extent that
non-compliance could not reasonably be expected to have a Material Adverse
Effect; no Canadian Pension Plan has any unfunded liabilities (either on a
"going concern" or on a "winding up" basis and determined in accordance with all
applicable laws and using assumptions and methods that are appropriate in the
circumstances and in accordance with generally accepted actuarial principles and
practices in Canada), all contributions (including any special payments to
amortize any unfunded liabilities) required to be made in accordance with all
applicable laws and the terms of each Canadian Pension Plan have been made; no
event has occurred and no condition exists with respect to any Canadian Pension
Plan that has resulted or could reasonably be expected to result in any Canadian
Pension Plan being ordered or required to be wound up in whole or in part
pursuant to any applicable pension benefits laws or having its registration
revoked or refused for the purposes of any applicable pension benefits or tax
laws or being placed under the administration of any relevant pension benefits
regulatory authority or being required to pay any taxes or penalties under any
applicable pension benefits or tax laws, other than events or conditions that,
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect; no order has been made and no notice has been given
pursuant to any applicable pension benefits or tax laws in respect of any
Canadian Pension Plan requiring (or proposing to require) any Person to take or
to refrain from taking any action in respect thereof or that there has (or there
are circumstances that indicate that there has) been a contravention of any such
applicable laws, other than in respect of matters that, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect;
no event has occurred and no condition exists which has resulted or could
reasonably be expected to result in the Company or any Subsidiary of the Company
being required to pay, repay or refund any material amount (other than
contributions required to be made or expenses required to be paid in the
ordinary course) to or on account of any Canadian Pension Plan or a current or
former member thereof, other than events or conditions that, individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect; and no event has occurred and no condition exists that has resulted or
could result in a material payment being made out of a guarantee fund
established under any applicable pension benefits laws in respect of a Canadian
Pension Plan.
<PAGE>   78
                                                                              73


                  (c) With respect to any pension, retirement or other deferred
compensation plan maintained by the Canadian Borrower or any of its Subsidiaries
which is not a Canadian Pension Plan, all required contributions have been made,
and there are no unfunded liabilities in respect of such plans (either on a
"going concern" or on a "winding up'" basis and determined in accordance with
all applicable laws and using assumptions and methods that are appropriate in
the circumstances and in accordance with generally accepted actuarial principles
and practices in Canada).

                  5.14 Investment Company Act; Other Regulations. Neither
Borrower is an "investment company", or a company "controlled" by an "investment
company", within the meaning of the Investment Company Act of 1940, as amended.
Neither Borrower is subject to regulation under any Federal or State statute or
regulation which limits its ability to incur Indebtedness.

                  5.15 Subsidiaries. Schedule 5.15 sets forth each of the
Subsidiaries of the Company on the Closing Date. Each Subsidiary of the Canadian
Borrower is inactive, and conducts no business or operations, and no such
Subsidiary owns any assets or has or is subject to any liabilities or
Contractual Obligations, except for any of the foregoing that are immaterial and
of negligible significance to the assets, business, operations, liabilities or
interests of Company or any of its Subsidiaries.

                  5.16 Purpose of Loans. The proceeds of the Loans shall be used
by the Borrowers for:

                  (a) working capital purposes in the ordinary course of
         business;

                  (b) repayments made on the Original Closing Date and the
         refunding and/or continuation of the Loans made in respect thereof; and

                  (c) Permitted Acquisitions.

                  5.17 Environmental Matters. (a) The facilities and properties
owned, leased or operated by the Company or any of its Subsidiaries (the
"Properties") do not contain, and have not previously contained, any Materials
of Environmental Concern in amounts or concentrations which (i) constitute or
constituted a violation of, or (ii) could reasonably be expected to give rise to
liability under, any Environmental Law except in either case insofar as such
violation or liability, or any aggregation thereof, could not reasonably be
expected to have a Material Adverse Effect.

                  (b) The Properties and all operations at the Properties are in
compliance, and have been in compliance, in all material respects with all
applicable Environmental Laws, and there is no contamination at, under or about
the Properties or violation of any Environmental Law with respect to the
Properties or the business operated by the Company or any of its Subsidiaries
(the "Business") which could materially interfere with the continued operation
of the Properties or materially impair the fair saleable value thereof.
<PAGE>   79
                                                                              74


                  (c) Neither the Company nor any of its Subsidiaries has
received any notice of violation, alleged violation, non-compliance, liability
or potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does the Company have knowledge or reason to believe that any such notice will
be received or is being threatened except insofar as such notice or threatened
notice, or any aggregation thereof, does not involve a matter or matters that is
or could reasonably be expected to have a Material Adverse Effect.

                  (d) Materials of Environmental Concern have not been
transported or disposed of from the Properties in violation of, or in a manner
or to a location which could reasonably be expected to give rise to liability
under, any Environmental Law, nor have any Materials of Environmental Concern
been generated, treated, stored or disposed of at, on or under any of the
Properties in violation of, or in a manner that could reasonably be expected to
give rise to liability under, any applicable Environmental Law except insofar as
any such violation or liability referred to in this paragraph, or any
aggregation thereof, could not reasonably be expected to have Material Adverse
Effect.

                  (e) No judicial proceeding or governmental or administrative
action is pending or, to the knowledge of the Company, threatened, under any
Environmental Law to which the Company or any Subsidiary is or will be named as
a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business except insofar
as such proceeding, action, decree, order or other requirement, or any
aggregation thereof, could not reasonably be expected to have a Material Adverse
Effect.

                  (f) There has been no release or threat of release of
Materials of Environmental Concern at or from the Properties, or arising from or
related to the operations of the Company or any Subsidiary in connection with
the Properties or otherwise in connection with the Business, in violation of or
in amounts or in a manner that could reasonably give rise to liability under
Environmental Laws except insofar as any such violation or liability referred to
in this paragraph, or any aggregation thereof, could not reasonably be expected
to have Material Adverse Effect.

                  5.18 Regulation H. No Mortgage encumbers improved real
property which is located in an area that has been identified by the Secretary
of Housing and Urban Development as an area having special flood hazards and in
which flood insurance has been made available under the National Flood Insurance
Act of 1968.

                  5.19 Solvency. On and as of the Closing Date, before and after
giving effect to the Acquisition and the other transactions contemplated hereby
and thereby, each of the Borrowers will be Solvent.

                  5.20 Material Agreements. Set forth on Schedule 5.20 are all
the indentures, loan or credit agreements, leases, guarantees, mortgages,
security agreements, bonds, notes and other agreements or instruments, and
orders, writs, judgments, awards, injunctions and
<PAGE>   80
                                                                              75


decrees, which affect or purport to affect either Borrower's right to borrow
money or to undertake and perform such Borrower's obligations under the Loan
Documents.

                  5.21 Purchase Agreement. Each of the Lenders and the US
Administrative Agent has received a complete copy of the Purchase Agreement
(including, in the case of the US Administrative Agent, all exhibits, schedules
and disclosure letters referred to therein or delivered pursuant thereto, if
any) and all amendments thereto, waivers relating thereto and other side letters
or agreements affecting the terms thereof. Except for revised schedules and
other agreements supplementing the Purchase Agreement that are expressly
contemplated by the terms thereof, none of such documents and agreements has
been amended or supplemented, nor have any of the provisions thereof been
waived, in any case in any material respect. The Purchase Agreement has been
duly executed and delivered by the parties thereto and is in full force and
effect. The representations and warranties of the Company and the other parties
to the Purchase Agreement are true and correct in all material respects on the
Closing Date as if made on and as of such date (disregarding, for purposes of
this Agreement, any references in such representations to the phrases "to
Seller's knowledge" and "of which we are aware" (or words of similar purport)).
Such representations and warranties, together with the definitions of all
defined terms used therein, are by this reference deemed incorporated herein
mutatis mutandis, and each Lender is entitled to rely on the accuracy of such
representations and warranties.

                  5.22 Intellectual Property. The Company and each of its
Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights, technology, know-how and processes necessary for the conduct of its
business as currently conducted except for those the failure to own or license
which could not reasonably be expected to have a Material Adverse Effect (the
"Intellectual Property"). No claim has been asserted and is pending by any
Person challenging or questioning the use of any such Intellectual Property or
the validity or effectiveness of any such Intellectual Property, except for such
claims which, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, nor does the Company know of any valid basis for any
such claim. The use of such Intellectual Property by the Company and its
Subsidiaries does not infringe on the rights of any Person, except for such
infringements that, in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.

                  5.23 No Material Misstatements. The information, reports,
financial statements, exhibits and schedules furnished by or on behalf of the
Company and each other Loan Party to the Administrative Agent and the Lenders in
connection with the negotiation of any Loan Document or included therein or
delivered pursuant thereto do not contain, and will not contain as of the
Closing Date, any material misstatement of fact and do not, taken as a whole,
omit, and will not, taken as a whole, omit as of the Closing Date, to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading. It is
understood that no representation or warranty is made concerning the forecasts,
estimates, pro forma information, projections and statements as to anticipated
future performance or conditions, and the assumptions on which they were based,
contained in any such information, reports, financial statements, exhibits or
schedules, except that as of the date such forecasts, 
<PAGE>   81
                                                                              76


estimates, pro forma information, projections and statements were generated, 
(a) such forecasts, estimates, pro forma information, projections and 
statements were based on the good faith assumptions of the management of the 
Company, as the case may be, and (b) such assumptions were believed by such 
management to be reasonable.


                         SECTION 6. CONDITIONS PRECEDENT

                  6.1 Conditions to Effectiveness. The effectiveness of this
Agreement, and the agreement of each Lender to make any extension of credit
hereunder (if any) on the Closing Date, shall be subject to the satisfaction of
the following conditions precedent:

                  (a) Documentation. The US Administrative Agent shall have
         received (i) this Agreement, executed and delivered by each of the
         Borrowers, the Administrative Agents and the Lenders and (ii) for the
         account of each Lender, which has requested a Note pursuant to any of
         subsections 2.3, 2.10, 2.11 and 2.13, such Note, each conforming to the
         requirements hereof and executed and delivered by a duly authorized
         officer of the relevant Borrower, and (iii) the Global Affirmation and
         Restatement, executed and delivered by a duly authorized officer of
         each Loan Party, with a counterpart or a conformed copy for each
         Lender.

                  (b) Liens. The US Administrative Agent shall have received
         evidence satisfactory to it that all filings, amendments and other
         actions with respect to the Liens under the Security Documents
         requested by it in connection with this Agreement shall have been made,
         filed or taken, as the case may be.

                  (c) Opinions. The US Administrative Agent shall have received,
         with a copy for each Lender, the following executed legal opinions
         dated the Closing Date:

                                  (i) the executed legal opinion of Powell,
                  Goldstein, Frazer & Murphy, counsel to the Company and the
                  other Loan Parties, in form and substance satisfactory to the
                  US Administrative Agent; and

                                 (ii) the executed legal opinion of Blake,
                  Cassels & Graydon, counsel to the Canadian Borrower and the
                  other Loan Parties, in form and substance satisfactory to the
                  US Administrative Agent.

                  (d) Authorizing Actions. The US Administrative Agent shall
         have received, with a copy for each Lender, a copy of the resolutions,
         in form and substance reasonably satisfactory to the US Administrative
         Agent, of the Boards of Directors or shareholders (as applicable) of
         each Borrower and each other Loan Party authorizing the (i) execution,
         delivery and performance of the Loan Documents to which it is a party
         and the creation and perfection of any Liens contemplated thereby and
         (ii) in the case of the Company, the execution, delivery and
         performance of the Purchase Agreement and all closing documents
         delivered in connection therewith, certified by the Secretary or an
         Assistant Secretary of the Borrower or such Loan
<PAGE>   82
                                                                              77


         Party, as the case may be, as of the Closing Date, which certificate
         shall state that the resolutions thereby certified have not been
         amended, modified, revoked or rescinded as of the date of such
         certificate.

                  (e) Incumbency Certificates. The US Administrative Agent shall
         have received, with a copy for each Lender, a certificate of the
         Secretary or Assistant Secretary of each of the Company and each other
         Loan Party dated the Closing Date, as to the incumbency and signature
         of each of the officers signing the Loan Documents to which it is a
         party and any other instrument or document to which it is a party,
         together with evidence of the incumbency of such Secretary or Assistant
         Secretary.

                  (f) Closing Certificates. The US Administrative Agent shall
         have received, with a copy for each Lender, a closing certificate of
         the Company and each other Loan Party, in form and substance reasonably
         satisfactory to the US Administrative Agent and dated the Closing Date,
         to which shall be attached, among other things, true and complete
         copies of the certificate of incorporation and by-laws of the Company
         and each other Loan Party.

                  (g) Proceeds of Senior Subordinated Notes. The Company shall
         have received not less than $150,000,000 in gross cash proceeds of the
         issuance of the Senior Subordinated Notes.

                  (h) Subordinated Bridge Agreement. The US Administrative Agent
         shall have received evidence satisfactory to it that all amounts owing
         or payable under the Subordinated Bridge Agreement shall have been paid
         in full and terminated.

                  (i) Fees. The US Administrative Agent shall have received the
         fees to be received on the Closing Date referred to in subsection
         2.6(c).

                  (j) Existing Credit Agreement. All loans outstanding under the
         Existing Credit Agreement on the Closing Date shall have been refunded
         and/or continued concurrently with the making of the initial Loans
         hereunder and all Commitments under the Existing Credit Agreement shall
         have been terminated, assigned or continued, as the case may be, all in
         accordance with subsection 2.14.

                  6.2 Conditions to Each Extension of Credit. The agreement of
each Lender to make any extension of credit requested to be made by it on any
date (including, without limitation, its initial extension of credit) is subject
to the satisfaction of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by the Company and each other Loan
         Party in or pursuant to the Loan Documents shall be true and correct in
         all material respects on and as of such date as if made on and as of
         such date except to the extent such representations and warranties
         relate solely to an earlier date.
<PAGE>   83
                                                                              78


                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         Loans requested to be made on such date.

Each borrowing by and Letter of Credit issued on behalf of either Borrower
hereunder shall constitute a representation and warranty by the Company as of
the date of such borrowing or issuance that the conditions contained in this
subsection have been satisfied.


                        SECTION 7. AFFIRMATIVE COVENANTS

                  The Company hereby agrees that, on and after the Closing Date
and so long thereafter as the Commitments remain in effect, any Loan or any
Letter of Credit remains outstanding and unpaid or any other amount is owing to
any Lender or either Administrative Agent hereunder, the Company shall and
(except in the case of delivery of financial information, reports and notices)
shall cause each of its Subsidiaries to:

                  7.1  Financial Statements.  Furnish to each Lender:

                  (a) as soon as available, but in any event within 90 days
         after the end of each fiscal year of the Company, a copy of the
         consolidated balance sheet of the Company and its consolidated
         Subsidiaries as at the end of such year and the related consolidated
         statements of income and retained earnings and of cash flows for such
         year, setting forth in each case in comparative form the figures for
         the previous year, reported on without a "going concern" or like
         qualification or exception, or qualification arising out of the scope
         of the audit, by Deloitte & Touche or other independent certified
         public accountants of nationally recognized standing; and

                  (b) as soon as available, but in any event not later than 45
         days after the end of each of the first three quarterly periods of each
         fiscal year of the Company, the unaudited consolidated balance sheet of
         the Company and its consolidated Subsidiaries as at the end of such
         quarter and the related unaudited consolidated statements of income and
         retained earnings and of cash flows of the Company and its consolidated
         Subsidiaries for such quarter and the portion of the fiscal year
         through the end of such quarter, setting forth in each case in
         comparative form the figures for the previous year, certified by a
         Responsible Officer as being fairly stated in all material respects
         (subject to normal year-end audit adjustments);

all such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (except as approved by such accountants or officer, as the case may be,
and disclosed therein).
<PAGE>   84
                                                                              79


                  7.2  Certificates; Other Information.  Furnish to each Lender:

                  (a) concurrently with the delivery of the financial statements
         referred to in subsection 7.1(a), a certificate of the independent
         certified public accountants reporting on such financial statements
         stating that in making the examination necessary therefor no knowledge
         was obtained of any Default or Event of Default, except as specified in
         such certificate;

                  (b) concurrently with the delivery of the financial statements
         referred to in subsections 7.1(a) and 7.1(b), a certificate of a
         Responsible Officer (a "Compliance Certificate") (i) stating that, to
         the best of such Officer's knowledge, the Company during such period
         has observed or performed all of its covenants and other agreements,
         and satisfied every condition, contained in this Agreement and in other
         Loan Documents to which it is a party to be observed, performed or
         satisfied by it, and that such Officer has obtained no knowledge of any
         Default or Event of Default except as specified in such certificate,
         (ii) setting forth in reasonable detail calculations required to
         determine compliance with the covenants set forth in subsections 8.1,
         8.5(c), 8.6(b), 8.6(d), 8.7, 8.9, 8.10(c) and 8.10(d) (x) for the most
         recently completed fiscal quarter, (y) for the corresponding fiscal
         quarter during the preceding fiscal year and (z) as budgeted pursuant
         to subsection 7.2(c)(i) for the most recently completed fiscal quarter
         and (iii) setting forth in reasonable detail the Company's consolidated
         gross revenues, net revenues and cash flow (x) for the most recently
         completed fiscal quarter, (y) for the corresponding fiscal quarter
         during the preceding fiscal year and (z) as budgeted pursuant to
         subsection 7.2(c)(i) for the most recently completed fiscal quarter;

                  (c) not later than thirty days prior to the end of each fiscal
         year of the Company, a copy of the projections by the Company setting
         forth in reasonable detail the (i) quarterly and annual operating
         budget and cash flow budget of the Company and its Subsidiaries for the
         succeeding fiscal year, including, without limitation, the Company's
         projected consolidated gross revenues, net revenues and cash flow for
         the succeeding fiscal year and (ii) quarterly and annual calculations
         required to determine compliance by the Company and its Subsidiaries,
         based on the projections provided pursuant to subsection 7.2(c)(i),
         with the covenants set forth in subsections 8.1, 8.5(c), 8.6(b),
         8.6(d), 8.7, 8.9, 8.10(c) and 8.10(d), such projections and
         calculations to be accompanied by a certificate of a Responsible
         Officer to the effect that such projections and calculations have been
         prepared on the basis of sound financial planning practice and that
         such Officer believes, in good faith, that such projections and
         calculations are based on reasonable assumptions;

                  (c) within five days after the same are sent, copies of all
         financial statements and reports which the Company sends to its
         stockholders, and within five days after the same are filed, copies of
         all financial statements and reports which the Company may make to, or
         file with, the SEC or any successor or analogous Governmental
         Authority; and
<PAGE>   85
                                                                              80


                  (d) promptly, such additional financial and other information
         as any Lender may from time to time reasonably request.

                  7.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its obligations of whatever nature, except where the amount or validity
thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on
the books of the Company or its Subsidiaries and except to the extent that the
failure to so pay such obligations could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect, as the case may be; provided,
however, that any failure to comply with the provisions of this subsection with
respect to Indebtedness or Guarantee Obligations shall not constitute a Default
under Section 9(d) unless and until such failure to comply herewith with respect
to Indebtedness or Guarantee Obligations would constitute a Default under
Section 9(e).

                  7.4 Conduct of Business and Maintenance of Existence. Continue
to engage in business of the same general type as now conducted by it and
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business except as otherwise
permitted pursuant to subsection 8.5; comply with all Contractual Obligations
and Requirements of Law except to the extent that failure to comply therewith
could not, in the aggregate, be reasonably expected to have a Material Adverse
Effect.

                  7.5 Maintenance of Property; Insurance. Maintain the condition
of all property useful and necessary in its business in accordance with
standards existing in the outdoor advertising business; maintain with
financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks as are usually
insured against in the same general area by companies engaged in the same or a
similar business; and furnish to each Lender, upon written request, full
information as to the insurance carried.

                  7.6 Inspection of Property; Books and Records; Discussions.
Keep proper books of records and account in which full, true and correct entries
in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities; and permit
representatives of any Lender to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired and to discuss the business,
operations, properties and financial and other condition of the Company and its
Subsidiaries with officers and employees of the Company and its Subsidiaries and
with its independent certified public accountants.

                  7.7 Notices. Promptly give notice to the US Administrative
Agent and each Lender of:

                  (a)  the occurrence of any Default or Event of Default;
<PAGE>   86
                                                                              81


                  (b) any (i) default or event of default under any Contractual
         Obligation of the Company or any of its Subsidiaries or (ii)
         litigation, investigation or proceeding which may exist at any time
         between the Company or any of its Subsidiaries and any Governmental
         Authority, which in either case, if not cured or if adversely
         determined, as the case may be, could reasonably be expected to have a
         Material Adverse Effect;

                  (c) any litigation or proceeding affecting the Company or any
         of its Subsidiaries in which the amount involved is $500,000 or more
         and not covered by insurance or in which injunctive or similar relief
         is sought against the Company or any of its Subsidiaries;

                  (d) the following events, as soon as possible and in any event
         within 30 days after the Company knows or has reason to know thereof:
         (i) the occurrence or expected occurrence of any Reportable Event with
         respect to any Single Employer Plan, a failure to make any required
         contribution to a Plan, the creation of any Lien in favor of the PBGC
         or a Plan or any withdrawal from, or the termination, Reorganization or
         Insolvency of, any Multiemployer Plan or (ii) the institution of
         proceedings or the taking of any other action by the PBGC or the
         Company or any Commonly Controlled Entity or any Multiemployer Plan
         with respect to the withdrawal from, or the terminating, Reorganization
         or Insolvency of, any Plan, provided, however, that no such notice
         shall be required if individually or in the aggregate the foregoing
         events could not be reasonably expected to result in the imposition of
         a Lien on the property, assets or revenues of the Company or any
         Commonly Controlled Entity or liability to the Company or any Commonly
         Controlled Entity in excess of $500,000; and

                  (e) the following, as soon as possible and, in any event,
         within 10 days after the Company or any Subsidiary of the Company knows
         of any of the following, along with delivery by the Company to the US
         Administrative Agent of a certificate setting forth the details of any
         such occurrence or condition and such action, if any, which is required
         or proposed to be taken, together with any notices required or proposed
         to be given to or filed with or by the Company or such Subsidiary, the
         relevant pension or tax regulatory authority, a current or former
         member of a Canadian Pension Plan, an administrator or member of an
         advisory committee of a Canadian Pension Plan or a union representing
         current or former members of a Canadian Pension Plan with respect
         thereto: that a Canadian Pension Plan is not in substantial compliance
         with any applicable pension benefits and tax laws; that a Canadian
         Pension Plan has an unfunded liability (either on a "going concern" or
         on a "winding up" basis and determined in accordance with all
         applicable laws and using assumptions and methods that are appropriate
         in the circumstances and in accordance with generally accepted
         actuarial principles and practices in Canada); that any contribution
         (including any special payment to amortize any unfunded liability)
         required to be made in accordance with any applicable law or the terms
         of a Canadian Pension Plan has not been made; that an event has
         occurred or a condition exists with respect to a Canadian Pension Plan
         that has resulted or could result in the
<PAGE>   87
                                                                              82


         Canadian Pension Plan being ordered or required to be wound up in whole
         or in part pursuant to any applicable pension benefits laws or having
         its registration revoked or refused for the purposes of any applicable
         pension benefits and tax laws or being placed under the administration
         of any relevant pension benefits regulatory authority or being required
         to pay any taxes or penalties under any applicable pension benefits and
         tax laws; that an order has been made or notice has been given pursuant
         to any applicable pension benefits and tax laws in respect of any
         Canadian Pension Plan requiring (or proposing to require) any person to
         take or refrain from taking any action in respect thereof or that there
         has (or there are circumstances that indicate that there has) been a
         contravention of any such applicable laws; or that an event has
         occurred or a condition exists that has resulted or could result in the
         Company or any Subsidiary of the Company being required to pay, repay
         or refund any material amount (other than contributions required to be
         made or expenses required to be paid in the ordinary course) to or on
         account of any Canadian Pension Plan or a current or former member
         thereof; or that an event has occurred or a condition exists that has
         resulted or could result in a material payment being made out of a
         guarantee fund established under the applicable pension benefits laws
         in respect of a Canadian Pension Plan; and

                  (e) any development or event which could reasonably be
         expected to have a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible Officer setting forth details of the occurrence referred to therein
and stating what action the Company proposes to take with respect thereto.

                  7.8 Environmental Laws. (a) Comply in all material respects
with, and require compliance in all material respects by all tenants and
subtenants, if any, with, all applicable Environmental Laws and obtain and
comply in all material respects with and maintain, and require that all tenants
and subtenants obtain and comply in all material respects with and maintain, any
and all licenses, approvals, notifications, registrations or permits required by
applicable Environmental Laws except to the extent that failure to do so could
not be reasonably expected to have a Material Adverse Effect.

                  (b) Promptly comply in all material respects with all lawful
orders and directives of all Governmental Authorities regarding Environmental
Laws except to the extent that the same are being contested in good faith by
appropriate proceedings and the pendency of such proceedings could not be
reasonably expected to have a Material Adverse Effect.

                  7.9 Lease Renewals. Use its best efforts upon expiry of all
existing leases that do not automatically renew and consistent with industry
practice to become, as soon as practicable following the Closing Date, the
tenant under all leases that are part of the assets acquired pursuant to the
Acquisition with respect to which the Company or any Subsidiary shall not have
become the tenant on the Closing Date.
<PAGE>   88
                                                                              83


                  7.10 Additional Collateral. (a) With respect to (i) the real
property owned by the Company and located at 1016 North Mission Road, Los
Angeles, California, and (ii) any assets (or any interest therein) acquired
after the Closing Date by the Company or any of its Subsidiaries that are of the
type and, in the case of real property or leasehold interests, of substantially
similar value to any of the properties or interests covered by any Security
Documents, prior to December 31, 1996, in the case of clause (i) above (unless
such property has been sold prior to such date), and promptly (and in any event
within 30 days after the acquisition thereof), in the case of clause (ii) above:
(A) execute and deliver to the applicable Administrative Agent such amendments
to the relevant Security Documents or such other documents as such
Administrative Agent shall deem necessary or advisable to grant to such
Administrative Agent, for the benefit of the Lenders, if the assets are located
in a jurisdiction other than Canada, or the C$ Lenders, if the assets are
located in Canada, a Lien on such assets (or such interest therein), (B) take
all actions necessary or advisable to cause such Lien to be duly perfected in
accordance with all applicable Requirements of Law, including, without
limitation, the filing of financing statements and the recording of Mortgages in
such jurisdictions as may be requested by such Administrative Agent, (C) if
requested by such Administrative Agent, deliver to such Administrative Agent
legal opinions relating to the matters described in clauses (B) and (C)
immediately preceding, which opinions shall be in form and substance, and from
counsel, reasonably satisfactory to such Administrative Agent, and (D) if
requested by such Administrative Agent, deliver to such Administrative Agent
such surveys, title insurance and flood insurance as such Administrative Agent
shall reasonably request. In addition, in the event that any assignment to an
Assignee by any C$ Lender or any Canadian Tranche B Term Lender is effected
pursuant to subsection 11.6(b), the Canadian Borrower shall promptly cause to be
executed and delivered such amendments to any Security Documents relating to
Liens evidenced by filings or registrations in the Province of Quebec as such
Transferee shall request to comply with any requirement of Quebec law that the
names of all secured parties be listed on security documents covering property
in Quebec.

                  (b) With respect to (i) New York Subways Advertising Co.,
Inc., upon the acquisition of ownership of the capital stock thereof by the
Company or any of its Subsidiaries, whether on the Closing Date or subsequent
thereto, and (ii) any other Person that, subsequent to the Closing Date, becomes
a Subsidiary, promptly upon the request of the applicable Administrative Agent:
(i) execute and deliver to such Administrative Agent, for the benefit of the
Lenders, if such Person is organized under the laws of a jurisdiction other than
Canada, or the C$ Lenders, if such Person is organized under the laws of Canada,
such amendments to the applicable Security Documents as such Administrative
Agent shall deem necessary or advisable to grant to such Administrative Agent,
for the benefit of the Lenders or the C$ Lenders, as the case may be, a Lien on
the all of the Capital Stock, in the case of a domestic Subsidiary, or 66% of
the Capital Stock, in the case of a foreign Subsidiary, of such Subsidiary which
is owned by the Company or any of its Subsidiaries, (ii) deliver to such
Administrative Agent the certificates representing such Capital Stock, together
with undated stock powers executed and delivered in blank by a duly authorized
officer of the Company or such Subsidiary, as the case may be, (iii) in the case
of any such domestic Subsidiary, cause such new Subsidiary (A) to become a party
to the US
<PAGE>   89
                                                                              84


Guarantee and Collateral Agreement, in each case pursuant to an annex to the US
Guarantee and Collateral Agreement or otherwise pursuant to documentation which
is in form and substance satisfactory to such Administrative Agent, and (B) to
take all actions necessary or advisable to cause the Lien created by the US
Guarantee and Collateral Agreement or such other documentation to be duly
perfected in accordance with all applicable Requirements of Law, including,
without limitation, the filing of financing statements in such jurisdictions as
may be requested by such Administrative Agent and (iv) if requested by such
Administrative Agent, deliver to the Administrative Agent legal opinions
relating to the matters described in clauses (i), (ii) and (iii) immediately
preceding, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to such Administrative Agent.

                  7.11 Key Man Life Insurance. Maintain in full force and effect
a "key man" life insurance policy covering Arthur R. Moreno in an amount not
less than $5,000,000, the proceeds of which are assigned to US Administrative
Agent, for the benefit of the Lenders, on terms satisfactory to US
Administrative Agent.

                  7.12 Interest Rate Protection. No later than 90 days following
the Closing Date, enter into Hedging Agreements that shall provide interest rate
protection at all times (i) in respect of an amount of Indebtedness of the
Borrowers which, when added to the aggregate principal amount of the
Subordinated Indebtedness outstanding at the time of any calculation for the
purposes hereof, is equal at at such time to at least 50% of the total
Indebtedness of the Borrowers at such time, (ii) has an original term of at
least two years and (iii) that is otherwise in form and substance reasonably
satisfactory to the US Administrative Agent, provided that for the purposes of
calculating such total Indebtedness at any time under this subsection 7.12, an
amount equal to the sum of the aggregate Available US Revolving Credit
Commitments at such time and the aggregate Available Canadian Revolving Credit
Commitments at such time shall be included in the calculation of such total
Indebtedness at such time.

                  7.13 Canadian Pension Plans. The Company will, and will cause
each of its Subsidiaries, to make all contributions (including any special
payments to amortize any unfunded liabilities) required to be made in accordance
with all applicable laws and the terms of each Canadian Pension Plan in a timely
manner.


                          SECTION 8. NEGATIVE COVENANTS

                  The Company hereby agrees that, on and after the Closing Date
and so long thereafter as the Commitments remain in effect, any Loan or any
Letter of Credit remains outstanding and unpaid or any other amount is owing to
any Lender or either Administrative Agent hereunder, the Company shall not, and
shall not permit any of its Subsidiaries to, directly or indirectly:
<PAGE>   90
                                                                              85


                  8.1  Financial Condition Covenants.

                  (a) Maintenance of Total Leverage Ratio. Permit the Total
         Leverage Ratio as at the last day of any fiscal quarter ending during
         any period set forth below to be more than the ratio set forth opposite
         such period below:

<TABLE>
<CAPTION>
                Period                          Total Leverage Ratio
                ------                          --------------------

<S>                                                  <C>
         Closing Date - 6/29/97                      6.50 to 1.0
         6/30/97 - 12/30/97                          6.00 to 1.0
         12/31/97 - 6/29/98                          5.75 to 1.0
         6/30/98 - 12/30/98                          5.25 to 1.0
         12/31/98 - 6/29/99                          4.75 to 1.0
         6/30/99 - 12/30/99                          4.25 to 1.0
         12/31/99 - 6/29/00                          4.00 to 1.0
         6/30/00 and thereafter                      3.50 to 1.0
</TABLE>

                  (b) Maintenance of Senior Leverage Ratio. Permit the Senior
         Leverage Ratio as at the last day of any fiscal quarter ending during
         any period set forth below to be more than the ratio set forth opposite
         such period below:

<TABLE>
<CAPTION>
                 Period                          Senior Leverage Ratio
                 ------                          ---------------------

<S>                                                  <C>
         Closing Date - 6/29/97                       4.50 to 1.0
         6/30/97 - 12/30/97                           4.25 to 1.0
         12/31/97 - 6/29/98                           4.00 to 1.0
         6/30/98 - 12/30/98                           3.75 to 1.0
         12/31/98 - 6/29/99                           3.50 to 1.0
         6/30/99 - 12/30/99                           3.25 to 1.0
         12/31/99 and thereafter                      3.00 to 1.0
</TABLE>

                  (c) Interest Coverage. Permit, as at the last day of (i) the
         first quarter ending after the Closing Date, (ii) the first two
         consecutive quarters ending after the Closing Date, (iii) the first
         three consecutive quarters ending after the Closing Date and (iv) any
         period of four consecutive fiscal quarters ending thereafter, the ratio
         of (x) Consolidated Operating Cash Flow for such period to (y)
         Consolidated Interest Expense for such period to be less than the ratio
         set forth below opposite the period which includes the last day of such
         period:

<TABLE>
<CAPTION>
                  Period                    Interest Coverage Ratio
                  ------                    -----------------------
                              
<S>                                         <C>
         Closing Date - 12/30/98            2.00 to 1.0
         12/31/98 - 12/30/99                2.25 to 1.0
         12/31/99 and thereafter            2.50 to 1.0
</TABLE>
<PAGE>   91
                                                                              86


                  (d) Fixed Charge Coverage. Permit, as at the last day of (i)
         the first two consecutive quarters ending after the Closing Date, (iii)
         the first three consecutive quarters ending after the Closing Date and
         (iv) any period of four consecutive fiscal quarters ending thereafter,
         the ratio of (x) Consolidated Operating Cash Flow for such period to
         (y) Consolidated Fixed Charges for such period to be less than
         1.05:1.0.

                  (e) Tobacco Revenues Ratio. Permit for any twelve-month period
         ending on the Closing Date or on the last day of any fiscal quarter of
         the Company ending thereafter (on a pro forma basis assuming the
         Acquisition had occurred on the first day of such period in the case of
         any such period including periods prior to the Closing Date), the
         percentage represented by (i) the Tobacco Advertising Revenues of the
         Company and its Subsidiaries for such fiscal year of (ii) the
         consolidated gross revenues derived from all Advertising Displays by
         the Borrower and its Subsidiaries for such fiscal year to exceed 15%.

                  8.2 Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, except:

                  (a)  Indebtedness of each Borrower under this Agreement;

                  (b) Indebtedness of (i) either Borrower to any Subsidiary
         Guarantor which is a Subsidiary of such Borrower, (ii) any Subsidiary
         of either Borrower to such Borrower or to any Subsidiary Guarantor
         which is a Subsidiary of such Borrower and (iii) Indebtedness of the
         Company to the Canadian Borrower;

                  (c) Indebtedness of a corporation which becomes a Subsidiary
         after the Closing Date, provided that (i) such Indebtedness existed at
         the time such corporation became a Subsidiary and was not created in
         anticipation thereof and (ii) immediately after giving effect to the
         acquisition of such corporation no Default or Event of Default shall
         have occurred and be continuing, and any refinancings, refundings,
         renewals or extensions thereof;

                  (d) Indebtedness outstanding on the date hereof and listed on
         Schedule 8.2 and any refinancings, refundings, renewals or extensions
         thereof, in aggregate principal amounts not to exceed the amounts set
         forth thereon in respect thereof;

                  (e) Indebtedness under Hedging Agreements entered into (i) in
         accordance with the requirements of subsection 7.12 or (ii) in the
         ordinary course of business;

                  (f) the Subordinated Indebtedness, in an aggregate principal
         amount not to exceed $250,000,000 at any time outstanding; and

                  (g) (i) Indebtedness of the Company and any of its
         Subsidiaries incurred to finance the acquisition of fixed or capital
         assets (whether pursuant to a loan, a Financing Lease or otherwise) and
         (ii) additional Indebtedness of the Company and
<PAGE>   92
                                                                              87


         any of its Subsidiaries, in an aggregate principal amount for both
         clauses (i) and (ii) not exceeding $6,000,000 at any time outstanding.

                  8.3 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

                  (a) Liens for taxes, assessments or other governmental charges
         (i) not yet due or which are being contested in good faith by
         appropriate proceedings, or (ii) which are assumed under the Purchase
         Agreement, provided that adequate reserves with respect thereto are
         maintained on the books of the Company or its Subsidiaries, as the case
         may be, in conformity with GAAP and that, in the case of such Liens
         described in clause (ii), such Liens are discharged within 90 days
         after the Closing Date;

                  (b) landlords', carriers', warehousemen's, mechanics',
         materialmen's, repairmen's or other like Liens arising in the ordinary
         course of business which are not overdue for a period of more than 60
         days or which are being contested in good faith by appropriate
         proceedings;

                  (c) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation;

                  (d) deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, surety and appeal bonds, performance bonds and other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (e) easements, servitudes, rights-of-way, zoning or
         restrictions and other similar encumbrances incurred in the ordinary
         course of business which, in the aggregate, are not substantial in
         amount and which do not in any case materially detract from the value
         of the property subject thereto or materially interfere with the
         ordinary conduct of the business of the Company or such Subsidiary;

                  (f) Liens in existence on the date hereof listed on Schedule
         8.3, securing Indebtedness permitted by subsection 8.2(e), provided
         that no such Lien is spread to cover any additional property after the
         Closing Date and that the amount of Indebtedness secured thereby is not
         increased;

                  (g) Liens on the property or assets of a corporation which
         becomes a Subsidiary after the Closing Date securing Indebtedness
         permitted by subsection 8.2(d), provided that (i) such Liens existed at
         the time such corporation became a Subsidiary and were not created in
         anticipation thereof, (ii) any such Lien is not spread to cover any
         property or assets of such corporation after the time such corporation
         becomes a Subsidiary, and (iii) the amount of Indebtedness secured
         thereby is not increased;
<PAGE>   93
                                                                              88


                  (h)  Liens created pursuant to the Security Documents;

                  (i) Liens securing Indebtedness of the Company and its
         Subsidiaries permitted by clause (i) of subsection 8.2(g) incurred to
         finance the acquisition of fixed or capital assets, provided that (i)
         such Liens shall be created substantially simultaneously with the
         acquisition of such fixed or capital assets, (ii) such Liens do not at
         any time encumber any property other than the property financed by such
         Indebtedness, (iii) the amount of Indebtedness secured thereby is not
         increased and (iv) the principal amount of Indebtedness secured by any
         such Lien shall at no time exceed 100% of the original purchase price
         of such property at the time it was acquired;

                  (j) Liens incurred or created in the ordinary course of
         business of the Canadian Borrower or any Subsidiary thereof and in
         accordance with sound industry practice and incidental to construction
         or operations which have not at such time been filed pursuant to law or
         which relate to obligations not due or delinquent;

                  (k) Liens given to a public utility or any Governmental
         Authority or other authority when required by such public utility or
         Governmental Authority in connection with the operations of the
         Canadian Borrower or any Subsidiary thereof;

                  (l) undetermined or inchoate Liens incidental to operations in
         the ordinary course of business of the Canadian Borrower or any
         Subsidiary thereof which have not been filed pursuant to law against
         title to such properties or assets and which relate to obligations not
         due or delinquent;

                  (m) the reservations, limitations, provisos and conditions in
         any original grants from the Crown of any land or interests therein
         located in Canada and statutory exceptions, qualifications and
         reservations in respect of title thereto; and

                  (n) the unexercised rights reserved or vested in any
         municipality or Governmental Authority of Canada by the terms of any
         title documents, or by any statutory provisions, to terminate any such
         title documents, or other interests in land, or to require annual or
         other periodic payments as a condition of the continuance thereof.

                  8.4 Limitation on Guarantee Obligations. Create, incur, assume
or suffer to exist any Guarantee Obligation.

                  8.5 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except:
<PAGE>   94
                                                                              89


                  (a) any Subsidiary of the Company may be merged or
         consolidated with or into the Company (provided that the Company shall
         be the continuing or surviving corporation) or with or into any one or
         more Wholly Owned Subsidiaries of the Company (provided that the Wholly
         Owned Subsidiary or Subsidiaries shall be the continuing or surviving
         corporation);

                  (b) any Wholly Owned Subsidiary may sell, lease, transfer or
         otherwise dispose of any or all of its assets (upon voluntary
         liquidation or otherwise) to the Company or any other Wholly Owned
         Subsidiary of the Company; and

                  (c) the Company or any of its Subsidiaries may enter into any
         merger, consolidation or amalgamation necessary to effect or in
         connection with a Permitted Acquisition (provided that the Company or
         such Subsidiary, as the case may be, shall be the continuing or
         surviving corporation).

                  8.6 Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, receivables and leasehold interests), whether
now owned or hereafter acquired, or, in the case of any Subsidiary, issue or
sell any shares of such Subsidiary's Capital Stock to any Person other than the
Company or any Wholly Owned Subsidiary, except:

                  (a) the sale or other disposition of property in the ordinary
         course of business;

                  (b) the exchange, in the ordinary course of the outdoor
         advertising business, of any interest of the Company or any of its
         Subsidiaries in any Advertising Display or Displays for a similar
         interest in an Advertising Display or Displays of a Person other than
         the Company or such Subsidiary; provided that (i) the aggregate fair
         market value (as determined in good faith by the Board of Directors of
         the Company) of the Advertising Display or Displays being transferred
         by the Company or such Subsidiary is not greater than the aggregate
         fair market value (as determined in good faith by the Board of
         Directors of the Company) of the Advertising Display or Displays
         received by the Company or such Subsidiary in such exchange and (ii)
         the aggregate fair market value (as determined in good faith by the
         Board of Directors of the Company) of all Advertising Displays
         transferred by the Company and its Subsidiaries in connection with
         exchanges in any period of twelve consecutive months shall not exceed
         $250,000;

                  (c) as permitted by subsection 8.5(b); and

                  (d) any other sale or other disposition of assets, provided
         that (i) consideration in an amount not less than the fair market value
         thereof shall be received in connection therewith, (ii) 100% of such
         consideration shall consist of cash, (iii) the requirements of
         subsection 4.3(c) (and, to the extent applicable, subsection
         4.3(f)(iii)) shall be complied with in connection therewith and (iv)
         the aggregate fair market value of the assets sold or otherwise
         disposed of during any
<PAGE>   95
                                                                              90


         fiscal year of the Company shall not exceed 5% of the consolidated
         total assets of the Company set forth on the audited balance sheet of
         the Company then most recently delivered to the Lenders pursuant to
         subsection 5.1(a) or 7.1(a) and (v) the portion of Consolidated
         Operating Cash Flow attributable to the assets so sold or otherwise
         disposed of during any fiscal year of the Company shall not exceed 10%
         of Consolidated Operating Cash Flow of the Company for the then most
         recently ended fiscal year of the Company for which audited financial
         statements shall have been delivered to the Lenders pursuant to
         subsection 5.1(a) or 7.1(a), provided that in the event that the
         Houston Disposition is consummated prior to December 31, 1996, (i) up
         to 60% of the consideration therefor may consist of consideration other
         than cash if all of such non-cash consideration is pledged to the US
         Administrative Agent, for the benefit of the Lenders, on terms
         satisfactory to the US Administrative Agent, and (ii) the fair market
         value thereof and the portion of Consolidated Operating Cash Flow
         attributable thereto shall not be included in determining compliance
         with the limits set forth in clauses (iv) and (v), respectively, of the
         first proviso to this clause (d).

                  8.7 Limitation on Leases. Permit the aggregate Consolidated
Lease Expense of the Company to exceed $4,000,000 for any fiscal year.

                  8.8 Limitation on Dividends. Declare or pay any dividend
(other than dividends payable solely in common stock of the Company) on, or make
any payment on account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, defeasance, retirement or other acquisition
of (other than for payment solely in common stock of the Company), any shares of
any class of Capital Stock of the Company or any warrants or options to purchase
any such Stock, whether now or hereafter outstanding, or make any other
distribution in respect thereof, either directly or indirectly, whether in cash
or property or in obligations of the Company or any Subsidiary, provided that at
any time that (i) no Default or Event of Default has occurred and is continuing
or would result therefrom and (ii) the Total Leverage Ratio as at the end of the
then most recently ended two consecutive fiscal quarters of the Company for
which financial statements have been delivered pursuant to subsection 7.1 is
less than 5.00:1.00, the Company may repurchase common stock of the Company held
by shareholders other than that held by any employee, officer or director of the
Company or any Subsdiary so long as (A) the aggregate amount applied to such
repurchases does not exceed $25,000,000 in any calendar year, (B) the Total
Leverage Ratio immediately upon giving effect to any such repurchase is less
than 5.00:1.00 on a pro forma basis, using for the purposes of such
determination Consolidated Operating Cash Flow for the four-quarter period ended
on the last day of the second fiscal quarter referred to in clause (ii) above
and Indebtedness on the date of such determination after giving effect to such
repurchase and any borrowings made concurrently therewith, and (C) the Company
shall have provided to each Lender reasonably prior to the date of each such
repurchase pro forma projections showing compliance with this Agreement after
giving effect to such repurchase.

                  8.9 Limitation on Capital Expenditures. Make any expenditure
in respect of the purchase or other acquisition of, or improvement to, any
assets which are characterized
<PAGE>   96
                                                                              91


as fixed or capital assets in accordance with GAAP (excluding any such asset
acquired in connection with normal replacement and maintenance programs properly
charged to current operations) except for expenditures in the ordinary course of
business not exceeding, in the aggregate for the Company and its Subsidiaries
during any of the fiscal years of the Company set forth below, the amount set
forth opposite such fiscal year below:

<TABLE>
<CAPTION>
                  Fiscal Year                                 Amount
                  -----------                                 ------

<S>                                                         <C>
                     1996                                   $14,000,000
                     1997                                   $20,000,000
                     1998                                   $21,000,000
                     Each year thereafter                   $22,000,000;
</TABLE>

provided that any portion of any amount of capital expenditures set forth above
for any fiscal year that are not made during such fiscal year may be carried
over and expended during the next succeeding fiscal year.

                  8.10 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person,
except:

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

                  (b) investments in Cash Equivalents;

                  (c) Permitted Acquisitions;

                  (d) loans and advances to employees of the Company or any of
         its Subsidiaries for travel and relocation expenses in the ordinary
         course of business and consistent with past practice in an aggregate
         amount for the Company and its Subsidiaries not to exceed $750,000 at
         any one time outstanding;

                  (e) investments constituting the non-cash proceeds of the
         Denver Disposition, in an aggregate amount not to exceed $7,000,000 in
         principal amount thereof; and

                  (f) cash investments or loans by the Company in or to the
         Canadian Borrower.


                  8.11 Limitation on Optional Payments and Modifications of Debt
Instruments. (a) Make any optional payment or prepayment on or redemption or
defeasance of any Indebtedness (other than the Loans), or (b) amend, modify or
change, or consent or agree to any amendment, modification or change to any of
the terms relating to the payment or prepayment or principal of or interest on,
any Indebtedness (other than any such amendment, modification or change which
would extend the maturity or reduce the
<PAGE>   97
                                                                              92


amount of any payment of principal thereof or which would reduce the rate or
extend the date for payment of interest thereon), or (c) designate or permit to
be designated any "Designated Senior Indebtedness" under and as defined in the
Senior Subordinated Indenture, other than the Indebtedness under this Agreement
provided that in the event that the Company issues any Capital Stock (i) at a
time when no Default or Event of Default has occurred and is continuing or would
result therefrom, (ii) at a time when the Total Leverage Ratio as at the end of
the then most recently ended two consecutive fiscal quarters of the Company for
which financial statements have been delivered pursuant to subsection 7.1 is
less than 5.00:1.00, and (iii) at a time when the Company has applied a portion
(the "Portion") of such Net Cash Proceeds thereof toward the prepayment of the
Loans and the permanent reduction of the Revolving Credit Commitments in
accordance with subsections 4.3(b) and 4.3(f), the Company may apply a portion
of the Net Cash Proceeds equal to such Portion thereof to repurchase
Subordinated Indebtedness permitted to be so repurchased under the Senior
Subordinated Indenture at a premium of not greater than 1%.

                  8.12 Limitation on Transactions with Affiliates. Except as set
forth on Schedule 8.12, enter into any transaction, including, without
limitation, any purchase, sale, lease or exchange of property or the rendering
of any service, with any Affiliate unless such transaction is (a) otherwise
permitted under this Agreement, (b) in the ordinary course of the Company's or
such Subsidiary's business and (c) upon fair and reasonable terms no less
favorable to the Company or such Subsidiary, as the case may be, than it would
obtain in a comparable arm's length transaction with a Person which is not an
Affiliate.

                  8.13 Limitation on Sales and Leasebacks. Enter into any
arrangement with any Person providing for the leasing by the Company or any
Subsidiary of real or personal property which has been or is to be sold or
transferred by the Company or such Subsidiary to such 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 Company or such
Subsidiary.

                  8.14 Limitation on Changes in Fiscal Year. Permit the fiscal
year of the Company to end on a day other than December 31.

                  8.15 Limitation on Negative Pledge Clauses. Enter into with
any Person any agreement, other than any industrial revenue bonds, purchase
money mortgages, liens or security interests or Financing Leases permitted by
this Agreement (in which cases, any prohibition or limitation shall only be
effective against the assets financed thereby), which prohibits or limits the
ability of the Company or any of its Subsidiaries to create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, to secure the Obligations.

                  8.16 Limitation on Lines of Business. Enter into any line of
business, either directly or through any Subsidiary, except for those lines of
businesses in which the Company and its Subsidiaries are engaged on the date of
this Agreement or which are directly related thereto.
<PAGE>   98
                                                                              93


                          SECTION 9. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) Either Borrower shall fail to pay any principal of any
         Loan, or L/C Reimbursement Obligations or any reimbursement obligation
         in respect of Bankers' Acceptances when due in accordance with the
         terms thereof or hereof; or either Borrower shall fail to pay any
         interest on any Loan, or any other amount payable hereunder, within
         five days after any such interest or other amount becomes due in
         accordance with the terms thereof or hereof; or

                  (b) Any representation or warranty made or deemed made by the
         Company or any other Loan Party herein or in any other Loan Document or
         which is contained in any certificate, document or financial or other
         statement furnished by it at any time under or in connection with this
         Agreement or any such other Loan Document shall prove to have been
         incorrect in any material respect on or as of the date made or deemed
         made; or

                  (c) The Company or any other Loan Party shall default in the
         observance or performance of any agreement contained in subsection 2.4
         or Section 8 or in any negative covenant contained in any Security
         Document; or

                  (d) The Company or any other Loan Party shall default in the
         observance or performance of any other agreement contained in this
         Agreement or any other Loan Document (other than as provided in
         paragraphs (a) through (c) of this Section ), and such default shall
         continue unremedied for a period of 30 days; or

                  (e) The Company or any of its Subsidiaries shall (i) default
         in any payment of principal of or interest of any Indebtedness (other
         than the Loans) in the aggregate principal amount of $7,500,000 or more
         or in the payment of any Guarantee Obligation in the aggregate
         principal amount of $7,500,000 or more, beyond the period of grace (not
         to exceed 30 days), if any, provided in the instrument or agreement
         under which such Indebtedness or Guarantee Obligation was created; or
         (ii) default in the observance or performance of any other agreement or
         condition relating to any such Indebtedness or Guarantee Obligation or
         contained in any instrument or agreement evidencing, securing or
         relating thereto, or any other event shall occur or condition exist,
         the effect of which default or other event or condition is to cause, or
         to permit the holder or holders of such Indebtedness or beneficiary or
         beneficiaries of such Guarantee Obligation (or a trustee or agent on
         behalf of such holder or holders or beneficiary or beneficiaries) to
         cause, with the giving of notice if required, all such Indebtedness to
         become due prior to its stated maturity or such Guarantee Obligation to
         become payable; or

                  (f) (i) The Company or any of its Subsidiaries shall commence
         any case, proceeding or other action (A) under any existing or future
         law of any jurisdiction, domestic or foreign, relating to bankruptcy,
         insolvency, reorganization or relief of
<PAGE>   99
                                                                              94


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

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any "accumulated funding deficiency" (as
         defined in Section 302 of ERISA), whether or not waived, shall exist
         with respect to any Plan or any Lien in favor of the PBGC or a Plan
         shall arise on the assets of the Company or any Commonly Controlled
         Entity, (iii) a Reportable Event shall occur with respect to, or
         proceedings shall commence to have a trustee appointed, or a trustee
         shall be appointed, to administer or to terminate, any Single Employer
         Plan, which Reportable Event or commencement of proceedings or
         appointment of a trustee is, in the reasonable opinion of the Majority
         Lenders, likely to result in the termination of such Plan for purposes
         of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for
         purposes of Title IV of ERISA, (v) the Company or any Commonly
         Controlled Entity shall, or in the reasonable opinion of the Majority
         Lenders is likely to, incur any liability in connection with a
         withdrawal from, or the Insolvency or Reorganization of, a
         Multiemployer Plan or (vi) any other event or condition shall occur or
         exist with respect to a Plan; and in each case in clauses (i) through
         (vi) above, such event or condition, together with all other such
         events or conditions, if any, could reasonably be expected to have a
         Material Adverse Effect; or

                  (h) One or more judgments or decrees shall be entered against
         the Company or any of its Subsidiaries involving in the aggregate a
         liability (not paid or fully covered by insurance) of $7,500,000 or
         more, and all such judgments or decrees shall not have been vacated,
         discharged, stayed or bonded pending appeal within 60 days from the
         entry thereof; or
<PAGE>   100
                                                                              95


                  (i) (i) Any of the Security Documents shall cease, for any
         reason, to be in full force and effect, or the Company or any other
         Loan Party which is a party to any of the Security Documents or any
         Guarantee shall so assert or (ii) the Lien created by any of the
         Security Documents shall cease to be enforceable and of the same effect
         and priority purported to be created thereby; or

                  (j) (i) Except for the Designated Holders, any Person or
         "group" (within the meaning of Section 13(d) or 14(d) of the Securities
         Exchange Act of 1934, as amended) (A) shall have acquired beneficial
         ownership of 20% or more of any outstanding class of Capital Stock
         having ordinary voting power in the election of directors of the
         Company or (B) shall obtain the power (whether or not exercised) to
         elect a majority of the Company's directors, or (ii) the aggregate
         amount of Capital Stock having ordinary voting power in the election of
         directors of the Company held the Designated Holders (on a fully
         diluted basis) shall not constitute at least 40% (or, at any time that
         the Total Leverage Ratio as of the last day of the two most recently
         completed fiscal quarters of the Company for which financial statements
         have been delivered pursuant to subsection 7.1 is less than 3.50 to
         1.00, 25%) of the issued and outstanding Capital Stock having such
         voting power, or (iii) either of the Designated Holders shall own fewer
         than 60% of the number of shares of Capital Stock of the Company of any
         class held by them on the Closing Date (without giving effect to any
         stock split or distribution of additional shares in respect thereof),
         or (iv) a "Change of Control" (as defined in the Senior Subordinated
         Indenture ) shall have occurred, or (v) the Board of Directors of the
         Company shall not consist of a majority of Continuing Directors; as
         used in this paragraph "Continuing Directors" shall mean the directors
         of the Company on the Closing Date and each other director, if such
         other director's nomination for election to the Board of Directors of
         the Company is recommended by a majority of the then Continuing
         Directors; or

                  (k) If the aggregate number of signs owned by the Company or
         any of its Subsidiaries at the beginning of any period of twelve
         consecutive months that are destroyed or otherwise lost to the Company
         or such Subsidiary during such period (whether as a result of a
         casualty loss, a governmental condemnation, a termination or expiration
         of a lease or otherwise (but excluding as a result of a sale of assets
         permitted hereunder)) and that shall not have been replaced by the end
         of such period (whether with the proceeds of insurance, condemnation
         awards or otherwise) shall exceed, in the case of the signs in all the
         Company's markets, 5% of the signs in such markets at the beginning of
         such period, on a pro forma basis assuming the Acquisition had occurred
         at or prior to the commencement of such fiscal year;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of Section 9(f) above with respect to either Borrower,
automatically the Commitments shall immediately terminate and the Loans
(including the face amount of all Bankers' Acceptances accepted by any C$
Lender), with accrued interest thereon, and all other amounts owing under this
Agreement (including, without limitation, all amounts of L/C Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit
<PAGE>   101
                                                                              96


shall have presented the documents required thereunder) and any Notes shall
immediately become due and payable, and (B) if such event is any other Event of
Default, either or both of the following actions may be taken: (i) with the
consent of the Majority Lenders, the US Administrative Agent and the Canadian
Administrative Agent may, or upon the request of the Majority Lenders, the US
Administrative Agent and the Canadian Administrative Agent shall, by notice to
the Borrowers declare the Commitments to be terminated forthwith, whereupon the
Commitments shall immediately terminate; and (ii) with the consent of the
Majority Lenders, the US Administrative Agent and the Canadian Administrative
Agent may, or upon the request of the Majority Lenders, the US Administrative
Agent and the Canadian Administrative Agent shall, by notice of default to the
Borrowers, declare the Loans hereunder (including the face amount of all
Bankers' Acceptances accepted by any C$ Lender), with accrued interest thereon,
and all other amounts owing under this Agreement (including, without limitation,
all amounts of L/C Obligations, whether or not the beneficiaries of the then
outstanding Letters of Credit shall have presented the documents required
thereunder) and any Notes to be due and payable forthwith, whereupon the same
shall immediately become due and payable.

                  With respect to all Refunding of Bankers' Acceptances which
are outstanding at the time the Administrative Agents take any action pursuant
to this paragraph, the Canadian Borrower shall at such time deposit in a cash
collateral account opened by Canadian Administrative Agent an amount of cash
equal to the aggregate undiscounted face amount of all unmatured Bankers'
Acceptances. Amounts held in such cash collateral account shall be applied by
the Canadian Administrative Agent to the payment of maturing Bankers'
Acceptances, and the unused portion thereof after all such Bankers' Acceptances
shall have matured, if any, shall be applied to repay other obligations of the
Canadian Borrower hereunder. After all Bankers' Acceptances shall have been
satisfied and all other obligations of the Canadian Borrower hereunder shall
have been paid in full, the balance, if any, in such cash collateral account
shall be returned to the Canadian Borrower.

                  With respect to all Letters of Credit with respect to which
presentment for honor shall not have occurred at the time of an acceleration
pursuant to the preceding paragraph, the Borrower that is the account party in
respect thereof shall at such time deposit in a cash collateral account opened
by the relevant Administrative Agent an amount equal to the aggregate then
undrawn and unexpired amount of such Letters of Credit. Each Borrower hereby
grants to the relevant Administrative Agent, for the benefit of the relevant
Issuing Lender and the relevant L/C Participants, a security interest in such
cash collateral to secure all obligations of such Borrower under this Agreement
and the other Loan Documents. Amounts held in such cash collateral account shall
be applied by the relevant Administrative Agent to the payment of drafts drawn
under such Letters of Credit, and the unused portion thereof after all such
Letters of Credit shall have expired or been fully drawn upon, if any, shall be
applied to repay other Obligations. After all such Letters of Credit shall have
expired or been fully drawn upon, all L/C Reimbursement Obligations shall have
been satisfied and all other Obligations shall have been paid in full, the
balance, if any, in such cash collateral account shall be returned to the
relevant Borrower. Each Borrower shall execute and deliver to the relevant
Administrative Agent, for the account of the relevant Issuing Lender and the
relevant L/C Participants, such further documents and
<PAGE>   102
                                                                              97


instruments as such Administrative Agent may request to evidence the creation
and perfection of the within security interest in such cash collateral account.

                  Except as expressly provided above in this Section ,
presentment, demand, protest and all other notices of any kind are hereby
expressly waived.


                      SECTION 10. THE ADMINISTRATIVE AGENTS

                  10.1 Appointment. (a) Each US$ Lender hereby irrevocably
designates and appoints Canadian Imperial Bank of Commerce, New York Agency, as
the US Administrative Agent of such US$ Lender, and each C$ Lender hereby
irrevocably designates and appoints CIBC as the Canadian Administrative Agent of
such C$ Lender, under this Agreement and the other Loan Documents, and each such
Lender irrevocably authorizes Canadian Imperial Bank of Commerce, New York
Agency, as the US Administrative Agent and CIBC, as the Canadian Administrative
Agent, for such Lender, to take such action on its behalf under the provisions
of this Agreement and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to the Administrative Agents by
the terms of this Agreement and the other Loan Documents, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Administrative Agents shall not
have any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against either
Administrative Agent.

                  (b) For greater certainty and without limiting the powers of
the Canadian Administrative Agent herein and for the purposes of constituting
security on the Canadian Borrower's property in the Province of Quebec pursuant
to the Hypothec as security for the due payment of all obligations of the
Canadian Borrower under the Canadian Demand Debenture and the performance by the
Canadian Borrower of all of its obligations contained in the Canadian Demand
Debenture, the Lenders hereby irrevocably grant to the Canadian Administrative
Agent, for the purposes of holding, on behalf and for the benefit of all present
and future Lenders, the security constituted by the Canadian Borrower under the
Hypothec, a power of attorney (within the meaning of the Civil Code of Quebec)
for the present and future Lenders. The Canadian Administrative Agent hereby
accepts such power of attorney for the purposes of holding the security created
under the Hypothec on behalf of and for the benefit of all present and future
Lenders. To the extent that any Person becomes a Lender under this Agreement
after the date hereof, then such Person by becoming bound by the terms and
conditions of this Agreement, whether by assignment or otherwise, shall be
automatically deemed to have ratified the irrevocable granting by the Lenders to
the Canadian Administrative Agent of the power of attorney constituted
hereunder.

                  (c) Notwithstanding the provisions of Section 32 of the
Special Corporate Powers Act (Quebec), the Canadian Administrative Agent may, as
the Person holding the
<PAGE>   103
                                                                              98


power of attorney of the present and future Lenders constituted hereunder,
acquire, in whole or in part, any rights to any title to indebtedness issued by
the Canadian Borrower and which is secured by the Hypothec, including without
limitation, the Canadian Demand Debenture.

                  10.2 Delegation of Duties. Each Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. Neither Administrative
Agent shall be responsible for the negligence or misconduct of any agents or
attorneys in-fact selected by it with reasonable care.

                  10.3 Exculpatory Provisions. Neither Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or any
other Loan Document (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by any Loan Party
or any officer thereof contained in this Agreement or any other Loan Document or
in any certificate, report, statement or other document referred to or provided
for in, or received by either Administrative Agent under or in connection with,
this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
the Notes or any other Loan Document or for any failure of any Loan Party to
perform its obligations hereunder or thereunder. Neither Administrative Agent
shall be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Borrower.

                  10.4 Reliance by Administrative Agents. Each Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any Note, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Company),
independent accountants and other experts selected by either Administrative
Agent. Each Administrative Agent may deem and treat the payee of any Note as the
owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Administrative
Agent. Each Administrative Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document unless it
shall first receive such advice or concurrence of the Majority Lenders as it
deems appropriate or it shall first be indemnified to its satisfaction (subject
to provisions in any such indemnification reflecting the exception for gross
negligence or willful misconduct set forth in the proviso in subsection 10.7) by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. Each
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the Notes and the other Loan
Documents in accordance with a request of the Majority Lenders, and such request
and any
<PAGE>   104
                                                                              99


action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Notes.

                  10.5 Notice of Default. Neither Administrative Agent shall be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless such Administrative Agent has received notice from a
Lender or the Company referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a "notice of default". In the
event that either Administrative Agent receives such a notice, such
Administrative Agent shall give notice thereof to the Lenders. The
Administrative Agents shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Majority Lenders;
provided that unless and until the Administrative Agents shall have received
such directions, the Administrative Agents may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as they shall deem advisable in the best interests
of the Lenders.

                  10.6 Non-Reliance on Administrative Agents and Other Lenders.
Each Lender expressly acknowledges that neither Administrative Agent or any of
its officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by either
Administrative Agent hereinafter taken, including any review of the affairs of
the Company, shall be deemed to constitute any representation or warranty by
either Administrative Agent to any Lender. Each Lender represents to the
Administrative Agents that it has, independently and without reliance upon
either Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrowers and made its own decision to
make its Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agents or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Borrowers. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agents hereunder, neither Administrative Agent
shall have any duty or responsibility to provide any Lender with any credit or
other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Borrowers which
may come into the possession of either Administrative Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

                  10.7 Indemnification. The Lenders agree to indemnify each
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrowers and without limiting the obligation of the Borrowers to do so),
ratably according to their respective Commitment Percentages in effect on the
date on which indemnification is sought under this subsection (or, if
indemnification is sought after the date upon which the Commitments
<PAGE>   105
                                                                             100


shall have terminated and the Obligations shall have been paid in full, ratably
in accordance with their Commitment Percentages immediately prior to such date),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever which may at any time (including, without limitation, at any
time following the payment of the Notes) be imposed on, incurred by or asserted
against such Administrative Agent in any way relating to or arising out of this
Agreement, any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby
or any action taken or omitted by either Administrative Agent under or in
connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from such Administrative Agent's gross negligence or willful
misconduct. The agreements in this subsection shall survive the payment of the
Loans and all other amounts payable hereunder.

                  10.8 Administrative Agents in Their Individual Capacities. The
Administrative Agents and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrowers as though the
Administrative Agents were not the Administrative Agents hereunder and under the
other Loan Documents. With respect to its Loans made or renewed by it and any
Note issued to it and with respect to any Letter of Credit issued or
participated in by it, each Administrative Agent shall have the same rights and
powers under this Agreement and the other Loan Documents as any Lender and may
exercise the same as though it were not an Administrative Agent, and the terms
"Lender" and "Lenders" shall include the Administrative Agents in its individual
capacity.

                  10.9 Successor Administrative Agent. Each Administrative Agent
may resign as Administrative Agent upon 10 days' notice to the Lenders. If
either Administrative Agent shall resign as Administrative Agent under this
Agreement and the other Loan Documents, then the Majority Lenders shall appoint
from among the Lenders a successor agent for the Lenders, which successor agent
shall be approved by the Company (which approval shall not be unreasonably
withheld), whereupon such successor agent shall succeed to the rights, powers
and duties of such Administrative Agent, and the term "US Administrative Agent"
or "Canadian Administrative Agent", as the case may be, shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as such Administrative Agent
shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any
holders of the Notes. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this subsection shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement and the other Loan Documents.

                  10.10 Releases of Guarantees and Collateral. In connection
with the sale or other disposition of all of the Capital Stock of any Guarantor
or the sale or other disposition of Collateral (as defined in each of the
Security Documents) permitted under
<PAGE>   106
                                                                             101


subsection 8.6, the Administrative Agents shall, and are hereby authorized by
the Lenders to, promptly, upon the request of the Borrowers and at the sole
expense of the Borrowers, take all actions reasonably necessary to release such
Guarantor from its guarantee contained in the US Guarantee and Collateral
Agreement or its Guarantee or to release the Collateral subject to such sale or
other disposition, as the case may be, and shall take any other actions
reasonably requested by the Borrowers to effect the transactions permitted under
subsection 8.6.


                            SECTION 11. MISCELLANEOUS

                  11.1 Amendments and Waivers. Neither this Agreement, any Note
or any other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
subsection. The Majority Lenders may, or, with the written consent of the
Majority Lenders, the US Administrative Agent may, from time to time, (a) enter
into with the Borrowers written amendments, supplements or modifications hereto
and to any Notes and the other Loan Documents for the purpose of adding any
provisions to this Agreement, any Notes or the other Loan Documents or changing
in any manner the rights of the Lenders or of the Borrowers hereunder or
thereunder or (b) waive, on such terms and conditions as the Majority Lenders or
the US Administrative Agent, as the case may be, may specify in such instrument,
any of the requirements of this Agreement, any Notes or the other Loan Documents
or any Default or Event of Default and its consequences; provided, however, that
no such waiver and no such amendment, supplement or modification shall:

                         (i) reduce the amount or extend the scheduled date of
         maturity of any Loan or any installment thereof or any L/C Obligation
         or reduce the stated rate of any interest or fee payable hereunder or
         extend the scheduled date of any payment thereof or increase the amount
         or extend the expiration date of any Lender's Commitments, in each case
         without the consent of each Lender affected thereby; or

                        (ii) amend, modify or waive any provision of this
         subsection 11.1 or reduce the percentage specified in the definition of
         Majority Lenders, or consent to the assignment or transfer by either
         Borrower of any of its rights and obligations under this Agreement and
         the other Loan Documents or release any guarantee obligation contained
         in the US Guarantee and Collateral Document or any of the other
         Guarantees or release all or a substantial part of the Collateral
         (other than in connection with any release permitted by subsection
         10.10), in each case without the written consent of all the Lenders; or

                       (iii) amend, modify or waive any provision of Section 10
         without the written consent of the then Administrative Agents; or

                        (iv) amend, modify or waive any provision of this
         Agreement regarding (x) the allocation of prepayment amounts among the
         Term Loans or the application of such prepayment amounts to the
         respective installments of principal under the
<PAGE>   107
                                                                             102


         respective Term Loans, without the written consent of (A) the US
         Tranche A Term Loan Lenders the US Tranche A Term Loan Commitment
         Percentages of which aggregate more than 50%, (B) the Canadian Tranche
         A Term Loan Lenders the Canadian Tranche A Term Loan Commitment
         Percentages of which aggregate more than 50%, (C) the US Tranche B Term
         Loan Lenders the US Tranche B Term Loan Commitment Percentages of which
         aggregate more than 50% and (D) the Canadian Tranche B Term Loan
         Lenders the Canadian Tranche B Term Loan Commitment Percentages of
         which aggregate more than 50%, or (y) the right to decline mandatory
         prepayments set forth in subsection 4.3(f)(iv) without the written
         consent of (A) the US Tranche B Term Loan Lenders the US Tranche B Term
         Loan Commitment Percentages of which aggregate more than 50%, in the
         case of such right of US Tranche B Term Loan Lenders, and (B) the
         Canadian Tranche B Term Loan Lenders the Canadian Tranche B Term Loan
         Commitment Percentages of which aggregate more than 50%, in the case of
         such right of Canadian Tranche B Term Loan Lenders; or

                         (v) subject to clause (i) above as it relates to
         reducing the amount or extending the scheduled date of maturity of any
         Loan or any installment thereof, amend, modify or waive any provision
         of (A) subsection 2.8 (to the extent subsection 2.8 relates to the US
         Tranche A Term Loans) or subsection 2.10 without the written consent of
         US Tranche A Term Loan Lenders the US Tranche A Term Loan Commitment
         Percentages of which aggregate more than 50%, (B) subsection 2.8 (to
         the extent subsection 2.8 relates to the US Tranche B Term Loans) or
         subsection 2.11 without the written consent of US Tranche B Term Loan
         Lenders the US Tranche B Term Loan Percentages of which aggregate more
         than 50%, (C) subsection 2.9 (to the extent subsection 2.9 relates to
         the Canadian Tranche A Term Loans) or subsection 2.12 without the
         written consent of Canadian Tranche A Term Loan Lenders the Canadian
         Tranche A Term Loan Commitment Percentages of which aggregate more than
         50%, or (D) subsection 2.9 (to the extent subsection 2.9 relates to the
         Canadian Tranche B Term Loans) or subsection 2.13 without the written
         consent of Canadian Tranche B Term Loan Lenders the Canadian Tranche B
         Term Loan Commitment Percentages of which aggregate more than 50%; or

                        (vi) amend, modify or waive any provision of subsection
         2.1, 2.3, 2.4 or 2.7 or, subject to paragraph (i) above as it relates
         to reducing the amount or extending the scheduled date of maturity of
         any L/C Obligation, Section 3 without the written consent of the US
         Revolving Credit Lenders the US Revolving Credit Commitment Percentages
         of which aggregate more than 50%; or

                       (vii) amend, modify or waive any provision of subsection
         2.2, 2.4, 2.5 or 2.7 or, subject to paragraph (i) above as it relates
         to reducing the amount or extending the scheduled date of maturity of
         any L/C Obligation, Section 3 without the written consent of the
         Canadian Revolving Credit Lenders the Canadian Revolving Credit
         Commitment Percentages of which aggregate more than 50%; or
<PAGE>   108
                                                                             103


                       (viii) amend, modify or waive the provisions of any
         Letter of Credit or any L/C Obligation without the written consent of
         the Issuing Lender; or

                        (ix) amend, modify or waive any provision of any
         Security Document that provides for the ratable sharing by the Lenders
         under such Security Document of the proceeds of any realization on the
         Collateral to provide for a non-ratable sharing thereof, without the
         consent of (w) the Revolving Credit Lenders the Revolving Credit
         Commitment Percentages of which aggregate more than 50%, (x) Tranche A
         Term Loan Lenders the Tranche A Term Loan Commitment Percentages of
         which aggregate more than 50% and (y) Tranche B Term Loan Lenders the
         Tranche B Term Loan Commitment Percentages of which aggregate more than
         50%.

In the case of any waiver, the Borrowers, the Lenders and the Administrative
Agents shall be restored to their former position and rights hereunder and under
any outstanding Notes and any other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such
waiver shall extend to any subsequent or other Default or Event of Default, or
impair any right consequent thereon.

                  11.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or five days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrowers and the
Administrative Agents, and as set forth in Schedule 1.1A in the case of the
other parties hereto, or to such other address as may be hereafter notified by
the respective parties hereto and any future Lenders:

   The Borrowers:                   Outdoor Systems, Inc.
                                    2502 North Black Canyon Highway
                                    Phoenix, Arizona 85009
                                    Attention:  William S. Levine
                                    Telecopy: (602) 433-2482

   The US Administrative            Canadian Imperial Bank of Commerce
            Agent:                  425 Lexington Avenue
                                    New York, New York 10017
                                    Attention:  Matthew Jones
                                    Telecopy: (212) 856-3558

   The Canadian                     Canadian Imperial Bank of Commerce
   Administrative Agent:            Commerce Court West, 50th Floor
                                    Toronto, Ontario, Canada M5L1A2
                                    Attention:
                                    Telecopy:
<PAGE>   109
                                                                             104


provided that any notice, request or demand to or upon the Administrative Agents
or the Lenders pursuant to subsection 2.4, 2.5, 2.7, 2.14, 2.15, 2.16, 3.2, 4.2,
4.4 or 4.8 shall not be effective until received.

                  11.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of either Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder or under the other Loan
Documents shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

                  11.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and any Notes and the making of the Loans hereunder.

                  11.5 Payment of Expenses and Taxes. Each Borrower agrees (a)
to pay or reimburse each Administrative Agent for all its reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation and execution of, and any amendment, supplement or modification to,
this Agreement, any Notes and the other Loan Documents and any other documents
prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including,
without limitation, the reasonable fees and disbursements of counsel to the
Administrative Agents, (b) to pay or reimburse each Lender and each
Administrative Agent for all its costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement, any Notes,
the other Loan Documents and any such other documents, including, without
limitation, the fees and disbursements of counsel to the Administrative Agents
and to the several Lenders, and (c) to pay, indemnify, and hold each Lender and
each Administrative Agent harmless from, any and all recording and filing fees
and any and all liabilities with respect to, or resulting from any delay in
paying, stamp, excise and other taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, this Agreement, any Notes, the other Loan Documents and any such
other documents, and (d) to pay, indemnify, and hold each Lender and each
Administrative Agent harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, any Notes, the other Loan Documents and any such other documents,
including, without limitation, any of the foregoing relating to the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of the Company, any of its Subsidiaries or any of the Properties
(all the foregoing in this clause (d), collectively, the "indemnified
liabilities"), provided, that the Borrowers shall have no obligation hereunder
to either
<PAGE>   110
                                                                             105


Administrative Agent or any Lender with respect to indemnified liabilities
arising from (i) the gross negligence or willful misconduct of such
Administrative Agent or any such Lender or (ii) legal proceedings commenced
against such Administrative Agent or any such Lender by any security holder or
creditor thereof arising out of and based upon rights afforded any such security
holder or creditor solely in its capacity as such. The agreements in this
subsection shall survive repayment of the Loans and all other amounts payable
hereunder and, in the case of any Lender that may assign any interest under
subsection 11.6(b), shall survive the making of such assignment, notwithstanding
that such Lender may cease to be a party hereto.

                  11.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrowers, the Lenders, the Administrative Agents, all future holders of any
Notes and their respective successors and assigns, except that the Borrowers may
not assign or transfer any of their rights or obligations under this Agreement
without the prior written consent of each Lender.

                  (b) Any Lender may, in the ordinary course of its business and
in accordance with applicable law, at any time sell to one or more banks or
other entities ("Participants") participating interests in any Loan owing to
such Lender, any Note held by such Lender, any Commitment of such Lender or any
other interest of such Lender hereunder and under the other Loan Documents. In
the event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other parties
to this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the holder of
any such Note for all purposes under this Agreement and the other Loan
Documents, and the Borrowers and the Administrative Agents shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement and the other Loan Documents. The
Borrowers agree that if amounts outstanding under this Agreement and any Notes
are due or unpaid, or shall have been declared or shall have become due and
payable upon the occurrence of an Event of Default, each Participant shall be
deemed to have the right of setoff in respect of its participating interest in
amounts owing under this Agreement and any Note to the same extent as if the
amount of its participating interest were owing directly to it as a Lender under
this Agreement or any Note, provided that, in purchasing such participating
interest, such Participant shall be deemed to have agreed to share with the
Lenders the proceeds thereof as provided in subsection 11.7(a) as fully as if it
were a Lender hereunder. The Borrowers also agree that each Participant shall be
entitled to the benefits of subsections 4.10, 4.11 and 4.12 with respect to its
participation in the Commitments and the Loans outstanding from time to time as
if it was a Lender; provided that, in the case of subsection 4.11, such
Participant shall have complied with the requirements of said subsection and
provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.
<PAGE>   111
                                                                             106


                  (c) Any Lender may, in the ordinary course of its business and
in accordance with applicable law, at any time and from time to time assign to
any Lender or any affiliate thereof or, with the consent of the Company (except
in the case of assignments made by CIBC Inc. in connection with its initial
syndication of the Loans) and the Administrative Agents (which in each case
shall not be unreasonably withheld), to any additional bank or financial
institution ("an Assignee") all or any part of its rights and obligations under
this Agreement and any Notes pursuant to an Assignment and Acceptance,
substantially in the form of Exhibit E to the Existing Credit Agreement,
executed by such Assignee, such assigning Lender (and, in the case of an
Assignee that is not then a Lender or an affiliate thereof, by the Company
(except in connection with the initial syndication by CIBC Inc. referred to
above) and the Administrative Agents) and delivered to the Administrative Agents
for acceptance and recording in the relevant Register, provided that the
aggregate amount of Term Loans and Revolving Credit Commitments assigned
pursuant to any such assignment, and the amount retained by the assigning Lender
(unless such Lender is assigning all of its Loans and Commitments), must be in
an amount not less than $5,000,000. Upon such execution, delivery, acceptance
and recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto
and, to the extent provided in such Assignment and Acceptance, have the rights
and obligations of a Lender hereunder with a Commitment as set forth therein,
and (y) the assigning Lender thereunder shall, to the extent provided in such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining
portion of an assigning Lender's rights and obligations under this Agreement,
such assigning Lender shall cease to be a party hereto, except that it shall
remain entitled to the benefit of any indemnity stated to survive the
termination hereof). Notwithstanding any provision of this paragraph (c) and
paragraph (e) of this subsection, the consent of the Company shall not be
required, and, unless requested by the Assignee and/or the assigning Lender, new
Notes shall not be required to be executed and delivered by either Borrower, for
any assignment which occurs at any time when any of the events described in
Section 9(f) shall have occurred and be continuing. Notwithstanding any
provision of this paragraph (c) and paragraph (e) of this subsection, no
Assignment and Acceptance shall be effective unless and until it shall have been
accepted by the applicable Administrative Agent and recorded in the Register as
provided in paragraph (d) of this subsection.

                  (d) Each Administrative Agent shall, on behalf of the
respective Borrowers, with respect to the Loans relevant to such Administrative
Agent, maintain at its address referred to in subsection 11.2 a copy of each
Assignment and Acceptance delivered to it and a register (the "Register") for
the recordation of the names and addresses of the Lenders and the Commitments
of, and principal amount of the Loans owing to, each relevant Lender from time
to time. The entries in the Registers shall be conclusive, in the absence of
manifest error, and the Borrowers, the Administrative Agents and the Lenders may
(and, in the case of any Loan or other obligation hereunder not evidenced by a
Note, shall) treat each Person whose name is recorded in Registers as the owner
of the Loan recorded therein for all purposes of this Agreement. Any assignment
of any Loan or other obligation hereunder not evidenced by a Note shall be
effective only upon appropriate entries with respect thereto being made in the
relevant Register. The Registers shall be available for
<PAGE>   112
                                                                             107


inspection by the relevant Borrower or any Lender at any reasonable time and
from time to time upon reasonable prior notice.

                  (e) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an affiliate thereof, by the Company (except in connection
with the initial syndication by CIBC Inc. referred to above) and the
Administrative Agents), together (except as may be waived by the applicable
Administrative Agent in the case of assignments contemplated to occur
substantially concurrently with the Closing Date) with payment to the relevant
Administrative Agent of a registration and processing fee of $3,500, the
relevant Administrative Agent shall (i) promptly accept such Assignment and
Acceptance and (ii) on the effective date determined pursuant thereto record the
information contained therein in the relevant Register and give notice of such
acceptance and recordation to the Lenders and the Company.

                  (f) Each Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
subject to the provisions of subsection 11.15, any and all information in such
Lender's possession concerning the Borrowers and their Affiliates which has been
delivered to such Lender by or on behalf of either Borrower pursuant to this
Agreement or which has been delivered to such Lender by or on behalf of either
Borrower in connection with such Lender's credit evaluation of the Borrowers and
their Affiliates prior to becoming a party to this Agreement.

                  (g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

                  11.7 Adjustments; Set-off. (a) If any Lender (a "benefitted
Lender") at any time shall receive from either Borrower or any Guarantor any
payment of all or part of any Class of Loans or L/C Reimbursement Obligations,
or interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 9(f) or otherwise), in a greater proportion
than any such payment to or collateral received by any other Lender, if any, in
respect of such other Lender's Loans or L/C Reimbursement Obligations of such
Class, or interest thereon, such benefitted Lender shall purchase for cash from
the other Lenders which hold Loans or L/C Reimbursement Obligations of such
Class such portion of each such other Lender's Loans or L/C Reimbursement
Obligations of such Class, or shall provide such other Lenders with the benefits
of any such collateral, or the proceeds thereof, as shall be necessary to cause
such benefitted Lender to share the excess payment or benefits of such
collateral or proceeds ratably with each of such other Lenders; provided,
however, that if at the time of the receipt by the benefitted Lender of such
payment or collateral amounts shall be then due and unpaid in respect of more
than one Class, the sharing described in this subsection shall include all
Classes with respect to which amounts are then due and unpaid (provided that in
no event shall any such sharing which shall occur
<PAGE>   113
                                                                             108


prior to the date upon which the Loans shall have become due and payable
(whether at the stated maturity, by acceleration or otherwise) be effected (i)
among Classes in respect of which the obligors are not the same Borrower ,(ii)
by the Canadian Tranche B Lenders with any other Class in respect of which the
obligor is the Canadian Borrower or (iii) which would result in any Canadian
Tranche B Lender receiving amounts in excess of the limits imposed by subsection
4.3(f)(iii)); and provided, further, that if all or any portion of such excess
payment or benefits is thereafter recovered from such benefitted Lender, such
purchase shall be rescinded, and the purchase price and benefits returned, to
the extent of such recovery, but without interest. Each Borrower agrees that
each Lender so purchasing a portion of another Lender's Loan may exercise all
rights of payment (including, without limitation, rights of set-off) with
respect to such portion as fully as if such Lender were the direct holder of
such portion.

                  (b) If, as a result of the operation of the second sentence of
subsection 2.16(b)(7), any Canadian Revolving Credit Lender shall, on any date
upon which all the Loans shall be accelerated in accordance with the last
paragraph of Section 9, be the issuer Bankers' Acceptances in an aggregate
amount which is less than such Canadian Revolving Credit Lender's Canadian
Revolving Credit Commitment Percentage of the aggregate amount of all the then
outstanding Bankers' Acceptances, such Canadian Revolving Credit Lender shall
purchase for cash from each of the other Canadian Revolving Credit Lenders such
portion of each such other Canadian Revolving Credit Lender's obligations with
respect to then outstanding Bankers' Acceptances as shall be necessary to cause
all such obligations with respect to Bankers' Acceptances to be held ratably
among the Canadian Revolving Credit Lenders according to their respective
Canadian Revolving Credit Commitment Percentages. The Canadian Borrower agrees
that each Canadian Revolving Credit Lender so purchasing a portion of another
Canadian Revolving Credit Lender's obligations with respect to Bankers'
Acceptances may exercise all rights of payment (including, without limitation,
rights of set-off) with respect to such portion as fully as if such Lender were
the direct holder of such portion.

                  (c) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to
either Borrower, any such notice being expressly waived by each Borrower to the
extent permitted by applicable law, upon any amount becoming due and payable by
either Borrower hereunder or under any Notes (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of such Borrower. Each Lender
agrees promptly to notify the Company and the US Administrative Agent after any
such set-off and application made by such Lender, provided that the failure to
give such notice shall not affect the validity of such set-off and application.

                  11.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by telecopy),
<PAGE>   114
                                                                             109


and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Company and the US Administrative Agent.

                  11.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  11.10 Integration. This Agreement and the other Loan Documents
represent the agreement of the Borrowers, the Administrative Agents and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by either Administrative Agent or
any Lender relative to subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.

                  11.11  GOVERNING LAW.  THIS AGREEMENT AND THE NOTES
AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF NEW YORK.

                  11.12 Submission To Jurisdiction; Waivers. Each Borrower
hereby irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any
         judgement in respect thereof, to the non-exclusive general jurisdiction
         of the Courts of the State of New York, the courts of the United States
         of America for the Southern District of New York, and appellate courts
         from any thereof;

                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such Borrower at its address set forth in subsection 11.2
         or at such other address of which the Administrative Agents shall have
         been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and
<PAGE>   115
                                                                             110


                  (e) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this subsection any special, exemplary, punitive or
         consequential damages.

                  11.13 Acknowledgements. Each Borrower hereby acknowledges
         that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement, the Notes and the other Loan
         Documents;

                  (b) neither Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to such Borrower arising out of or
         in connection with this Agreement or any of the other Loan Documents,
         and the relationship between Administrative Agent and Lenders, on one
         hand, and such Borrower, on the other hand, in connection herewith or
         therewith is solely that of debtor and creditor; and

                  (c) no joint venture is created hereby or by the other Loan
         Documents or otherwise exists by virtue of the transactions
         contemplated hereby among the Lenders or among the Borrowers and the
         Lenders.

                  11.14 WAIVERS OF JURY TRIAL. THE BORROWERS, THE ADMINISTRATIVE
AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY
IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE NOTES OR ANY
OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  11.15 Confidentiality. Each Lender agrees to keep confidential
all non-public information provided to it by the Company pursuant to this
Agreement that is designated by the Company in writing as confidential; provided
that nothing herein shall prevent any Lender from disclosing any such
information (i) to the Administrative Agents or any other Lender, (ii) to any
Transferee which agrees to comply with the provisions of this subsection, (iii)
to its employees, directors, agents, attorneys, accountants and other
professional advisors, (iv) upon the request or demand of any Governmental
Authority having jurisdiction over such Lender, (v) in response to any order of
any court or other Governmental Authority or as may otherwise be required
pursuant to any Requirement of Law, (vi) which has been publicly disclosed other
than in breach of this Agreement, or (vii) in connection with the exercise of
any remedy hereunder.
<PAGE>   116
                                                                             111


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

                                        OUTDOOR SYSTEMS, INC.


                                        By:/s/ William S. Levine
                                           -------------------------------------
                                                Title: Chairman

                                        MEDIACOM, INC.


                                        By:/s/ William S. Levine
                                           -------------------------------------
                                           Title: Chairman

                                        CANADIAN IMPERIAL BANK OF
                                        COMMERCE, NEW YORK AGENCY, as
                                          US Administrative Agent


                                        By:/s/ Matthew B. Jones
                                           -------------------------------------
                                           Title: Authorized Signatory

                                        CANADIAN IMPERIAL BANK OF
                                        COMMERCE, as Canadian Administrative 
                                        Agent and as a Lender


                                        By:/s/ Matthew B. Jones
                                           -------------------------------------
                                           Title: Authorized Signatory

                                        CIBC INC., as a Lender


                                        By:/s/ Matthew B. Jones
                                           -------------------------------------
                                           Title: Authorized Signatory

                                        CANADIAN IMPERIAL BANK OF
                                        COMMERCE, NEW YORK AGENCY, as a
                                        Lender
<PAGE>   117
                                                                             112


                                        By:/s/ Matthew B. Jones
                                           -------------------------------------
                                           Title: Authorized Signatory

                                        BANK OF AMERICA NATIONAL
                                        TRUST & SAVINGS ASSOCIATION


                                        By: /s/ Shannon T. Ward
                                           -------------------------------------
                                           Title: Vice President

                                        BANK OF AMERICA CANADA


                                        By:/s/ Derrek R. Wong
                                           -------------------------------------
                                           Title: Vice President

                                        THE FIRST NATIONAL BANK OF
                                        BOSTON


                                        By:/s/ Mark S. Denomme
                                           -------------------------------------
                                           Title: Director

                                        BANQUE PARIBAS


                                        By: /s/ Thomas G. Brandt
                                           -------------------------------------
                                           Title: Vice President


                                        BANQUE PARIBAS


                                        By: /s/ Harry Collyns
                                           -------------------------------------
                                            Title: Vice President

                                        PARIBAS BANK OF CANADA

                                        By: /s/ Michael Gosselin
                                           -------------------------------------
                                           Title: Vice President

                                        CHL HIGH YIELD LOAN PORTFOLIO
                                        (A UNIT OF THE CHASE
                                        MANHATTAN BANK)
<PAGE>   118
                                                                               2





                                        By: /s/ Andrew D. Gordon
                                           -------------------------------------
                                           Title: Managing Director


                                        FIRST UNION NATIONAL BANK OF
                                        NORTH CAROLINA


                                        By: /s/ Jim Redman
                                           -------------------------------------
                                           Title: Senior Vice President

                                        INTERNATIONALE NEDERLANDEN
                                        (U.S.) CAPITAL CORPORATION


                                        By: /s/ Joan M. Chiappe
                                           -------------------------------------
                                           Title: Vice President

                                        MASSACHUSETTS MUTUAL LIFE
                                        INSURANCE COMPANY


                                        By: /s/ Mary Ann McCarthy
                                           -------------------------------------
                                           Title: Managing Director

                                        MERRILL LYNCH SENIOR FLOATING
                                        RATE FUND, INC.


                                        By: /s/ Gilles Marchand
                                           -------------------------------------
                                           Title: Authorized Signatory

                                        SENIOR HIGH INCOME PORTFOLIO,
                                        INC.


                                        By: /s/ Gilles Marchand
                                           -------------------------------------
                                           Title: Authorized Signatory

                                        PILGRIM AMERICA PRIME RATE
                                        TRUST


                                        By: /s/ Michael Bacevich
                                           -------------------------------------
                                           Title: Vice President
<PAGE>   119
                                                                               3




                                        PRIME INCOME TRUST


                                        By: /s/ Rafael Scolari
                                           -------------------------------------
                                           Title: Vice President
                                        PROTECTIVE LIFE INSURANCE
                                        COMPANY


                                        By: /s/ Mark K. Okada, CFA
                                           -------------------------------------
                                           Title: Principal, Protective Asset
                                                    Management Co.

                                        THE TRAVELERS INSURANCE
                                        COMPANY


                                        By: /s/ Allen R. Cantrell
                                           -------------------------------------
                                           Title: Investment Officer

                                        PUTNAM HIGH YIELD TRUST

                                        By: /s/ Paul M. O'Neil
                                           -------------------------------------
                                           Title: Vice President

                                        CRESCENT/MACH I PARTNERS, L.P.
                                        BY TCW ASSET MANAGEMENT, ITS
                                        INVESTMENT MANAGER

                                        By: /s/ Mark L. Gold
                                           -------------------------------------
                                           Title: Vice President

                                        INTEGON LIFE INSURANCE
                                        CORPORATION BY TCW ASSET
                                        MANAGEMENT COMPANY, ITS
                                        ATTORNEY IN FACT

                                        By: /s/ Mark L. Gold
                                           -------------------------------------
                                           Title: Vice President

                                        OCCIDENTAL LIFE INSURANCE
                                        COMPANY OF NORTH CAROLINA BY
                                        TCW ASSET MANAGEMENT
                                        COMPANY, ITS ATTORNEY IN FACT

                                        By: /s/ Mark L. Gold
                                           -------------------------------------
                                           Title: Vice President
<PAGE>   120
                                                                               4


                                  CONTINENTAL CASUALTY
                                  COMPANY

                                  By: /s/ Richard W. Dubberke
                                     -------------------------------------------
                                     Title: Vice President

                                  UNION BANK OF CALIFORNIA NA


                                  By: /s/ J. Kevin Sampson
                                     -------------------------------------------
                                     Title: Vice President

                                  VAN KAMPEN AMERICAN CAPITAL
                                  PRIME RATE INCOME TRUST


                                  By: /s/ Jeffrey W. Maillet
                                     -------------------------------------------
                                     Title: Senior Vice President - 
                                             Portfolio Manager

                                  MERRILL LYNCH PRIME RATE
                                  PORTFOLIO
                                  By:      MERRILL LYNCH ASSET
                                           MANAGEMENT, L.P., AS
                                           INVESTMENT ADVISOR


                                  By:  /s/ Gilles Marchand
                                     -------------------------------------------
                                  Title: Authorized Signatory

                                  OAK HILL SECURITIES FUND, L.P.

                                  BY:      Oak Hill Securities GenPar, L.P., its
                                           General Partner

                                  BY:      Oak Hill Securities MGP, Inc., its
                                           General Partner


                                  By: /s/ Scott Krase
                                           Name:  Scott Krase
                                     -------------------------------------------
                                           Title: Vice President
<PAGE>   121
                                        INDOSUEZ CAPITAL FUNDING II,
                                        LIMITED
                                        By: INDOSUEZ CAPITAL, AS
                                        PORTFOLIO ADVISOR



                                        By:  /s/ Francoise Berthelot
                                           -------------------------------------
                                        Title: Vice President
<PAGE>   122
                                                                               3


                                                                   Schedule 1.1B

                             APPLICABLE MARGIN GRID

APPLICABLE MARGIN FOR EURODOLLAR LOANS AND BANKERS' ACCEPTANCES:

<TABLE>
<CAPTION>
                                                              Revolving Credit
                                                              Loans and Tranche          Tranche B
         Total Leverage Ratio                                 A Term Loans               Term Loans
         --------------------                                 ------------               ----------

<S>                                                           <C>                        <C>
         Greater than or equal to 6.00:1.00                            2.750%              3.000%

         Greater than or equal to 5.50:1.00
         and less than 6.00:1.00                                       2.375%              3.000%

         Greater than or equal to 5.00:1.00
         and less than 5.50:1.00                                       2.125%              3.000%

         Greater than or equal to 4.50:1.00
         and less than 5.00:1.00                                       1.875%              3.000%

         Greater than or equal to 4.00:1.00
         and less than 4.50:1.00                                       1.625%              3.000%

         Greater than or equal to 3.50:1.00
         and less than 4.00:1.00                                       1.375%              2.750%

         Less than 3.50:1.00                                           1.125%              2.750%
</TABLE>


APPLICABLE MARGIN FOR ABR AND C$ PRIME LOANS:      For each applicable Total
                                                   Leverage Ratio, a margin
                                                   that is 1.00% per annum less
                                                   than the Applicable Margin
                                                   for Eurodollar
                                                   Loans/Bankers' Acceptances
                                                   set forth above



<PAGE>   123
                       GLOBAL AFFIRMATION AND RESTATEMENT



                  Reference is made to the (i) Third Amended and Restated Credit
Agreement, dated as of August 22, 1996 (the "Existing Credit Agreement"), among
Outdoor Systems, Inc., a Delaware corporation (the "Company"), 3284085 Canada
Inc., a Canadian corporation (such corporation and the corporation resulting
from the amalgamation of 3284085 Canada Inc. and Mediacom Inc., the "Canadian
Borrower"), the several banks and other financial institutions parties thereto,
Canadian Imperial Bank of Commerce, New York Agency, as US Administrative Agent
(the "US Administrative Agent") and Canadian Imperial Bank of Commerce, as
Canadian Administrative Agent (the "Canadian Administrative Agent") and (ii) the
Fourth Amended and Restated Credit agreement, dated as of October __, 1996 (the
"Amended and Restated Credit Agreement"), among the Company, the Canadian
Borrower, the several banks and other financial institutions parties thereto
(the "Lenders"), the US Administrative Agent and the Canadian Administrative
Agent. All capitalized terms used herein that are not otherwise defined herein
shall have the respective meanings ascribed thereto in the Existing Credit
Agreement or the Amended and Restated Credit Agreement as the context may
require.

                  In connection with the Amended and Restated Credit Agreement,
each of the undersigned Loan parties thereunder hereby acknowledges receipt
thereof and hereby (i) affirms its obligations under each Loan Document to which
it is a party, and affirms and agrees that each such Loan Document is and shall
remain in full force and effect, in each case upon and after giving effect to
the Amended and Restated Credit Agreement and (ii) represents and warrants to
the Lenders that all representations and warranties made by it under each Loan
Document to which it is a party are true and correct as if made on the date
hereof, in each case upon and after giving effect to the Amended and Restated
Credit Agreement and to the affirmations and agreements set forth herein.

                  Each of the undersigned Loan Parties further agrees that (i)
each reference in each Loan Document to the "Credit Agreement" shall hereafter
include reference to the Amended and Restated Credit Agreement, (ii) each
guarantee, grant of security interest and other obligation and agreement made,
granted, undertaken or agreed to by it in respect of or by reference to the
"Credit Agreement", any term defined therein or any obligations thereunder shall
be deemed to have been, and hereby is, made, granted, undertaken and agreed to,
as the case may be, in respect of the Amended and Restated Credit Agreement, the
terms defined therein and the obligations thereunder, as applicable, and (iii)
each Loan Document is hereby affirmed, amended and restated to the extent
necessary to effectuate the foregoing.
<PAGE>   124
                                                                               2



Dated as of:  October __, 1996


                                        OUTDOOR SYSTEMS, INC.


                                        By:
                                           -------------------------------------
                                           Title:


                                        OUTDOOR SYSTEMS PAINTING, INC.



                                        By:
                                           -------------------------------------
                                           Title:


                                        OS ADVERTISING OF TEXAS
                                          PAINTING, INC.



                                        By:
                                           -------------------------------------
                                           Title:

                                        OS BASELINE, INC.



                                        By:
                                           -------------------------------------
                                           Title:

                                        DECADE COMMUNICATIONS
                                        GROUP, INC.



                                        By:
                                           -------------------------------------
                                           Title:
<PAGE>   125
                                                                               3


                                        BENCH ADVERTISING COMPANY OF
                                          COLORADO, INC.



                                        By:
                                           -------------------------------------
                                           Title:


                                        NEW YORK SUBWAYS
                                        ADVERTISING, CO. INC.




                                        By:
                                           -------------------------------------
                                           Title: