<PAGE>

                                                                    Exhibit 10.1


                                US$1,750,000,000

                           FIVE YEAR CREDIT AGREEMENT

                            Dated as of June 27, 2003

                                      Among

                            NEWS AMERICA INCORPORATED
                                   as Borrower

                                       and

                          FOX ENTERTAINMENT GROUP, INC.
                          THE NEWS CORPORATION LIMITED
                        NEWS PUBLISHING AUSTRALIA LIMITED
                               FEG HOLDINGS, INC.
                        NEWS AMERICA MARKETING FSI, INC.
                              as Initial Guarantors

                                       and

                        THE INITIAL LENDERS NAMED HEREIN
                               as Initial Lenders

                                       and

                                 CITIBANK, N.A.
                             as Administrative Agent

                                       and

                               JPMORGAN CHASE BANK
                              as Syndication Agent

                                       and

                             BANK OF AMERICA, N.A.,
                                   BNP PARIBAS
                                       and
                                  HSBC BANK USA
                           as Co-Documentation Agents

                                       and

                          CITIGROUP GLOBAL MARKETS INC.
                                       and
                           J.P. MORGAN SECURITIES INC.
                  as Joint Lead Arrangers and Joint Bookrunners

<PAGE>

                               TABLE OF CONTENTS

ARTICLE I

   SECTION 1.01. Certain Defined Terms                                         1

   SECTION 1.02. Computation of Time Periods                                  17

   SECTION 1.03. Accounting Terms                                             17

ARTICLE II

   SECTION 2.01. The Advances and Letters of Credit                           18

   SECTION 2.02. Making the Advances                                          19

   SECTION 2.03. Issuance of and Drawings and Reimbursement Under
                    Letters of Credit                                         20

   SECTION 2.04. Fees                                                         21

   SECTION 2.05. Optional Termination or Reduction of the Commitments         22

   SECTION 2.06. Repayment of Advances                                        22

   SECTION 2.07. Interest on Advances                                         23

   SECTION 2.08. Interest Rate Determination                                  23

   SECTION 2.09. Optional Conversion of Advances                              24

   SECTION 2.10. Prepayments of Advances                                      24

   SECTION 2.11. Increased Costs                                              25

   SECTION 2.12. Illegality                                                   26

   SECTION 2.13. Payments and Computations                                    27

   SECTION 2.14. Taxes                                                        28

   SECTION 2.15. Sharing of Payments, Etc.                                    29

   SECTION 2.16. Evidence of Debt                                             30

   SECTION 2.17. Use of Proceeds                                              30

ARTICLE III

   SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01        30

                                      i

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   SECTION 3.02. Conditions Precedent to Each Borrowing,
                    Issuance and Renewal.                                     32

   SECTION 3.03. Determinations Under Section 3.01                            33

ARTICLE IV

   SECTION 4.01. Representations and Warranties of the Loan Parties           33

ARTICLE V

   SECTION 5.01. Affirmative Covenants                                        35

   SECTION 5.02. Negative Covenants                                           38

   SECTION 5.03. Financial Covenants                                          40

ARTICLE VI

   SECTION 6.01. Events of Default                                            40

   SECTION 6.02. Actions in Respect of the Letters of Credit upon Default     42

ARTICLE VII

   SECTION 7.01. Guaranty; Limitation of Liability                            43

   SECTION 7.02. Guaranty Absolute                                            44

   SECTION 7.03. Waivers and Acknowledgments                                  45

   SECTION 7.04. Subrogation                                                  45

   SECTION 7.05. Subordination                                                46

   SECTION 7.06. Continuing Guaranty; Assignments                             47

   SECTION 7.07. Release of Guarantors                                        47

ARTICLE VIII

   SECTION 8.01. Authorization and Action                                     48

   SECTION 8.02. Agent's Reliance, Etc.                                       48

   SECTION 8.03. Citibank and Affiliates                                      48

   SECTION 8.04. Lender Credit Decision                                       48

   SECTION 8.05. Indemnification                                              49

                                      ii

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   SECTION 8.06. Successor Agent                                              49

   SECTION 8.07. Other Agents.                                                50

ARTICLE IX

   SECTION 9.01. Amendments, Etc.                                             50

   SECTION 9.02. Notices, Etc.                                                50

   SECTION 9.03. No Waiver; Remedies                                          51

   SECTION 9.04. Costs and Expenses                                           51

   SECTION 9.05. Right of Set-off                                             53

   SECTION 9.06. Binding Effect                                               53

   SECTION 9.07. Assignments and Participations                               54

   SECTION 9.08. Confidentiality                                              56

   SECTION 9.09. Governing Law                                                56

   SECTION 9.10. Execution in Counterparts                                    56

   SECTION 9.11. Jurisdiction, Etc.                                           56

   SECTION 9.12. No Liability of the Issuing Banks                            57

   SECTION 9.13. Judgment                                                     57

   SECTION 9.14. Waiver of Jury Trial                                         59

                                      iii

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Schedules

Schedule I - List of Applicable Lending Offices

Schedule 2.01(b) - Exiting Letters of Credit

Exhibits

Exhibit A - Form of Note

Exhibit B - Form of Notice of Borrowing

Exhibit C - Form of Assignment and Acceptance

Exhibit D - Form of Opinion of Counsel for the Borrower

                                       iv

<PAGE>

                           FIVE YEAR CREDIT AGREEMENT

                            Dated as of June 27, 2003

          NEWS AMERICA INCORPORATED, a Delaware corporation (the "Borrower"),
FEG HOLDINGS, INC., a Delaware corporation, FOX ENTERTAINMENT GROUP, INC., a
Delaware corporation, NEWS AMERICA MARKETING FSI, INC., a Delaware corporation,
NEWS PUBLISHING AUSTRALIA LIMITED, a Delaware corporation, and THE NEWS
CORPORATION LIMITED, an Australian corporation (collectively, the "Initial
Guarantors"), the banks, financial institutions and other institutional lenders
(the "Initial Lenders") and initial issuing banks (the "Initial Issuing Banks")
listed on the signature pages hereof, CITIGROUP GLOBAL MARKETS INC. and J.P.
MORGAN SECURITIES INC., as joint lead arrangers and joint bookrunners, JPMORGAN
CHASE BANK, as syndication agent, BANK OF AMERICA, N.A., BNP PARIBAS and HSBC
BANK USA, as co-documentation agents, and CITIBANK, N.A. ("Citibank"), as
administrative agent (the "Agent") for the Lenders (as hereinafter defined),
agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

          "A$" means the lawful currency of the Commonwealth of Australia.

          "Additional Guarantor" has the meaning specified in Section 5.01(j).

          "Adjusted Operating Income" of any Person means, for any period,
     without duplication, Consolidated operating income plus Consolidated
     depreciation expense plus Consolidated amortization expense plus all Cash
     Dividends other than from Subsidiaries plus, to the extent included in
     operating income, any non-cash write-offs of depreciable or amortizable
     assets relating to property, plant, equipment or intangible assets, in each
     case as determined in accordance with GAAP for such period. For purposes of
     calculating Adjusted Operating Income for any Rolling Period in connection
     with the determination of compliance with Section 5.03, if during such
     Rolling Period any member of the Reporting Group shall have made a Material
     Acquisition or a Material Disposition, Adjusted Operating Income for such
     Rolling Period shall be calculated after giving pro forma effect thereto as
     if such Material Acquisition or Material Disposition occurred on the first
     day of such Rolling Period.

          "Advance" means an advance by a Lender to the Borrower as part of a
     Borrowing and refers to a Base Rate Advance or a Eurodollar Rate Advance
     (each of which shall be a "Type" of Advance).

          "Affiliate" means, as to any Person, any other Person that, directly
     or indirectly, controls, is controlled by or is under common control with
     such Person or is a director or officer of such Person; provided that any
     Person that would be an Affiliate solely by reason of the fact that a
     director or officer of such Person is also a director or officer of a
     member of the Reporting Group shall be deemed not to be an Affiliate for
     purposes of this definition. For purposes of this definition, the term
     "control" (including the terms "controlling," "controlled by" and "under

<PAGE>

     common control with") of a Person means the possession, direct or indirect,
     of the power to vote 20% or more of the Voting Stock of such Person or to
     direct or cause the direction of the management and policies of such
     Person, whether through the ownership of Voting Stock, by contract or
     otherwise.

          "Agent's Account" means the account of the Agent maintained by the
     Agent at Citibank at its office at 388 Greenwich Street, New York, New York
     10013, Account No. 36852248, Attention: Bank Loan Syndications.

          "Agent's Office" means the office of the Agent at 388 Greenwich
     Street, New York, New York, or such other office as the Agent may specify
     to the Borrower from time to time.

          "Applicable Lending Office" means, with respect to each Lender, such
     Lender's Domestic Lending Office in the case of a Base Rate Advance and
     such Lender's Eurodollar Lending Office in the case of a Eurodollar Rate
     Advance.

          "Applicable Margin" means (a) for Base Rate Advances, 0% per annum and
     (b) for Eurodollar Rate Advances, as of any date, a percentage per annum
     determined by reference to the Public Debt Rating in effect on such date as
     set forth below:

------------------------------------------------
Public Debt Rating       Applicable Margin for
    S&P/Moody's         Eurodollar Rate Advances
------------------------------------------------
Level 1
BBB+ or Baa1 or above            0.500%
------------------------------------------------
Level 2
BBB or Baa2                      0.600%
------------------------------------------------
Level 3
BBB- and Baa3                    0.675%
------------------------------------------------
Level 4
BB+ and Ba1                      1.075%
------------------------------------------------
Level 5
Lower than Level 4               1.250%
------------------------------------------------

          "Applicable Percentage" means, as of any date, a percentage per annum
     determined by reference to the Public Debt Rating in effect on such date as
     set forth below:

----------------------------------
 Public Debt Rating     Applicable
    S&P/Moody's         Percentage
----------------------------------
Level 1
BBB+ or Baa1 or above     0.125%
----------------------------------
Level 2
BBB or Baa2               0.150%
----------------------------------
Level 3
BBB- and Baa3             0.200%
----------------------------------
Level 4
BB+ and Ba1               0.300%
----------------------------------
Level 5
Lower than Level 4        0.375%
----------------------------------

                                       2

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          "Applicable Utilization Fee" means, as of any date that the aggregate
     Advances plus the aggregate Available Amount of outstanding Letters of
     Credit exceed 25% of the aggregate Commitments, a percentage per annum
     determined by reference to the Public Debt Rating in effect on such date as
     set forth below:

---------------------------------------
Public Debt Rating        Applicable
   S&P/Moody's          Utilization Fee
---------------------------------------
Level 1
BBB+ or Baa1 or above       0.125%
---------------------------------------
Level 2
BBB or Baa2                 0.125%
---------------------------------------
Level 3
BBB- and Baa3               0.125%
---------------------------------------
Level 4
BB+ and Ba1                 0.250%
---------------------------------------
Level 5
Lower than Level 4          0.375%
---------------------------------------

          "Assignment and Acceptance" means an assignment and acceptance entered
     into by a Lender and an Eligible Assignee, and accepted by the Agent, in
     substantially the form of Exhibit C hereto.

          "Attributable Debt" means, at any time, in connection with any sale
     and leaseback transaction, the product of (i) the net proceeds from such
     sale and leaseback transaction times (ii) a fraction, the numerator of
     which is the number of days of the term of the lease relating to the
     property involved in such sale and leaseback transaction (without regard to
     any options to renew or extend such term) remaining at the date of the
     making of such calculation and the denominator of which is the number of
     days of the term of such lease measured from the first day of such term.

          "Australia" means the Commonwealth of Australia.

          "Australian Corporations Law" means the Corporation Act 2001 of
     Australia, as it may be amended from time to time.

          "Available Amount" of any Letter of Credit means, at any time, the
     maximum amount available to be drawn under such Letter of Credit at such
     time (assuming compliance at such time with all conditions to drawing).

          "Bankruptcy Law" means any proceeding of the type referred to in
     Section 6.01(f) or Title 11, U.S. Code, or any similar foreign, federal or
     state law for the relief of debtors.

          "Base Rate" means a fluctuating interest rate per annum in effect from
     time to time, which rate per annum shall at all times be equal to the
     higher of:

               (a) the rate of interest announced publicly by Citibank in New
          York, New York, from time to time, as Citibank's base rate; or

               (b) 1/2 of one percent per annum above the Federal Funds Rate.

          "Base Rate Advance" means an Advance that bears interest as provided
     in Section 2.07(a)(i).

                                       3

<PAGE>

          "Borrower Information" has the meaning specified in Section 9.08.

          "Borrowing" means a borrowing consisting of simultaneous Advances of
     the same Type made by each of the Lenders pursuant to Section 2.01 or 2.03.

          "BUCS(SM) Securities" means (i) the 0.75% Senior Exchangeable
     Beneficial Unsecured exChangeable Securities ("BUCS") issued by News
     Corporation Finance Trust II pursuant to the terms of an Amended and
     Restated Declaration of Trust dated as of March 21, 2003 (the "Finance
     Trust Securities"), (ii) the 0.75% Senior Exchangeable Debentures due 2023
     issued by News America Incorporated pursuant to the terms of an Indenture
     dated as of March 21, 2003 and the guarantees thereof provided for therein,
     and (iii) the guarantee of the Finance Trust Securities provided by The
     News Corporation Limited pursuant to the terms of a Preferred Securities
     Guarantee Agreement dated as of March 21, 2003, and any securities issued
     in exchange for the above pursuant to a registration statement.

          "Business Day" means a day of the year on which banks are not required
     or authorized by law to close in New York City and, if the applicable
     Business Day relates to any Eurodollar Rate Advances, on which dealings are
     carried on in the London interbank market.

          "Cash Dividends" means, all dividends, all purchases, redemptions,
     retirements, defeasances or other acquisitions of any capital stock or
     shares or any warrants, rights or options to acquire such capital stock or
     shares, in each case to the extent paid in cash by or on behalf of the
     issuer thereof, all returns of capital to stockholders or shareholders as
     such and all returns in respect of loan stock or any similar Investment, in
     each case to the extent paid in cash.

          "Cash Equivalents" means any of the following, so long as they are
     owned free and clear of all Liens and have a maturity of not greater than
     180 days from the date of issuance thereof: (a) readily marketable direct
     obligations of the United States, the United Kingdom or Australia or, in
     each case, any agency or instrumentality thereof or obligations
     unconditionally guaranteed by the full faith and credit of the United
     States or unconditionally guaranteed by the government of the United
     Kingdom or Australia, (b) repurchase agreements with respect to obligations
     of the type referred to in clause (a) above with any securities dealers
     that are fully collateralized by such obligations, (c) certificates of
     deposit of or time deposits or Eurodollar deposits with any commercial
     bank, that has a combined capital and surplus of at least US$1,000,000,000
     or its equivalent in other currencies or (d) commercial paper that is rated
     at least "Prime-1" (or the equivalent grade) by Moody's or "A-1" (or the
     equivalent grade) by S&P.

          "CFC" means a "controlled foreign corporation" under Section 957 of
     the Internal Revenue Code.

          "Commitment" means a Revolving Credit Commitment or a Letter of Credit
     Commitment.

          "Compliance Certificate" means a certificate executed by the chief
     financial officer or the deputy chief financial officer of the Parent
     Guarantor delivered with financial statements in accordance with Section
     5.01(i)(ii) and (iii) (a) stating that no Default has occurred and is
     continuing and (b) setting forth in reasonable detail the calculations
     necessary to demonstrate compliance with Section 5.03 and (c) in the event
     of any change in generally accepted accounting principles used in the
     preparation of the financial statements delivered with such Compliance
     Certificate, and if necessary for determination of compliance with Section
     5.03, a statement of reconciliation conforming such financial statements to
     GAAP.

                                       4

<PAGE>

          "Consolidated" refers to the consolidation of accounts in accordance
     with GAAP.

          "Constitutive Documents" means, as to any Person, such Person's
     certificate of incorporation or registration (including, if relevant,
     certificates of change of name), memorandum of association, articles of
     association or incorporation, charter, by-laws, trust deed, partnership,
     joint venture or shareholders' agreement or equivalent documents
     constituting such Person.

          "Convert", "Conversion" and "Converted" each refers to a conversion of
     Advances of one Type into Advances of the other Type pursuant to Section
     2.08 or 2.09.

          "Debt" of any Person means, without duplication, (a) all indebtedness
     of such Person for borrowed money or for money raised under a bill facility
     or similar facility, (b) all indebtedness of such Person for the deferred
     purchase price of property or services that would appear as a liability on
     a statement of financial position of such Person prepared in accordance
     with GAAP (other than (i) payables incurred in the ordinary course of
     business with payment terms of not more than 180 days, (ii) royalties and
     (iii) Programming Liabilities), (c) all Obligations of such Person
     evidenced by notes, bonds (other than performance and similar bonds),
     debentures, loan stock or other similar instruments, (d) all Obligations of
     such Person created or arising under any conditional sale or other title
     retention agreement with respect to property acquired by such Person (even
     though the rights and remedies of the seller or lender under such agreement
     in the event of default are limited to repossession or sale of such
     property), (e) the principal component of the Obligations of such Person as
     lessee under leases that are, in accordance with GAAP, capital or finance
     leases ("Capitalized Leases"), (f) all Obligations, contingent or
     otherwise, of such Person under acceptance, letter of credit, note purchase
     facility or other discounting arrangement or similar facilities and any
     indemnity given in respect of any of them (other than any letter of credit
     in support of trade payables incurred in the ordinary course of business
     with an expiration date of not more than 180 days from the date of issuance
     thereof), (g) all Obligations of such Person to purchase, redeem, retire,
     defease or otherwise make any payment in respect of any capital stock or
     shares of or other ownership or profit interest in the equity of such
     Person or any of its Affiliates or any warrants, rights or options to
     acquire such capital stock or shares, valued, in the case of Redeemable
     Preferred Stock, at the greater of its voluntary or involuntary liquidation
     preference plus accrued dividends thereon that have not been paid on the
     stated date for payment thereof, but excluding any Obligation arising
     solely as a result of the declaration of a dividend on any capital stock or
     shares of such Person, (h) all Debt of others referred to in clauses (a)
     through (g) above guaranteed directly or indirectly in any legally binding
     manner by such Person, or in effect guaranteed in any legally binding
     manner directly or indirectly by such Person through an agreement (each
     such agreement, a "Debt Guaranty"), provided, that, for purposes of this
     Agreement the Debt of such Person shall be equal to the obligations of such
     Person under the applicable Debt Guaranty as and to the extent that there
     is a demand for payment under such Debt Guaranty, (i) to pay or purchase
     such Debt or to advance or supply funds for the payment or purchase of such
     Debt, (ii) to purchase, sell or lease (as lessee or lessor) property, or to
     purchase or sell services, primarily for the purpose of enabling the debtor
     to make payment of such Debt or to assure the holder of such Debt against
     loss, (iii) to supply funds to or in any other manner invest in the debtor
     (including any agreement to pay for property or services irrespective of
     whether such property is received or such services are rendered) or (iv)
     otherwise to assure a creditor against loss in a legally binding manner,
     and (i) all Debt referred to in clauses (a) through (h) above secured by
     (or for which the holder of such Debt has an existing right, contingent or
     otherwise, to be secured by) any Lien on property (including, without
     limitation, accounts and contract rights) owned by such Person, even though
     such Person has not assumed or become liable for the payment of such Debt,
     valued at the lesser of the amount of such Debt and the fair market value
     of such property. Notwithstanding anything stated herein to the contrary,
     for the

                                       5

<PAGE>

     purposes of this Agreement the following shall not constitute "Debt": (A)
     the TOPrS(SM) Securities, (B) any Obligation owed between members of the
     Reporting Group, (C) any Obligation which is payable by its terms or at the
     option of the Parent Guarantor or other member of the Reporting Group in
     equity securities other than the BUCS(SM) Securities and (D) preferred
     limited liability membership interests (or equivalent interests) held by a
     third party, the proceeds of which are used to fund film financing.

          "Debt Guaranty" has the meaning specified in clause (h) of the
     definition of "Debt".

          "Default" means any Event of Default or any event that would
     constitute an Event of Default but for the requirement that notice be given
     or time elapse or both.

          "Dollars" and "US$" each means the lawful currency of the United
     States.

          "Dollar Equivalent" of any currency (other than Dollars) on any date
     means the equivalent in Dollars of such currency determined by using the
     quoted spot rate at which the Agent's principal office in London offers to
     exchange Dollars for such currency in London at approximately 4:00 P.M.
     (London time) (unless otherwise indicated by the terms of this Agreement)
     on such date as is required pursuant to the terms of this Agreement.

          "Domestic Lending Office" means, with respect to any Lender, the
     office of such Lender specified as its "Domestic Lending Office" opposite
     its name on Schedule I hereto or in the Assignment and Acceptance pursuant
     to which it became a Lender, or such other office of such Lender as such
     Lender may from time to time specify to the Borrower and the Agent.

          "Effective Date" has the meaning specified in Section 3.01.

          "Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a Lender;
     and (iii) any other Person approved by the Agent and, unless an Event of
     Default has occurred and is continuing at the time any assignment is
     effected in accordance with Section 9.07, the Borrower, such approval not
     to be unreasonably withheld or delayed; provided, however, that neither the
     Borrower nor an Affiliate of the Borrower shall qualify as an Eligible
     Assignee.

          "Environmental Action" means any action, suit, demand, demand letter,
     claim, notice of non-compliance or violation, notice of liability or
     potential liability, investigation, proceeding, consent order or consent
     agreement relating in any way to any Environmental Law, Environmental
     Permit or Hazardous Materials or arising from alleged injury or threat of
     injury to health, safety or the environment, including, without limitation,
     (a) by any governmental or regulatory authority for enforcement, cleanup,
     removal, response, remedial or other actions or damages and (b) by any
     governmental or regulatory authority or any third party for damages,
     contribution, indemnification, cost recovery, compensation or injunctive
     relief.

          "Environmental Law" means any applicable federal, state, local or
     foreign statute, law, ordinance, rule, regulation, code, order, judgment,
     decree or judicial or agency interpretation, policy or guidance relating to
     pollution or protection of the environment, health, safety or natural
     resources, including, without limitation, those relating to the use,
     handling, transportation, treatment, storage, disposal, release or
     discharge of Hazardous Materials.

          "Environmental Permit" means any permit, approval, identification
     number, license or other authorization required under any Environmental
     Law.

                                       6

<PAGE>

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.

          "ERISA Affiliate" means any Person that for purposes of Title IV of
     ERISA is a member of the Borrower's controlled group, or under common
     control with the Borrower, within the meaning of Section 414 of the
     Internal Revenue Code.

          "ERISA Event" means (a) (i) the occurrence of a reportable event,
     within the meaning of Section 4043 of ERISA, with respect to any Plan
     unless the 30-day notice requirement with respect to such event has been
     waived by the PBGC, or (ii) the requirements of subsection (1) of Section
     4043(b) of ERISA (without regard to subsection (2) of such Section) are met
     with respect to a contributing sponsor, as defined in Section 4001(a)(13)
     of ERISA, of a Plan, and an event described in paragraph (9), (10), (11),
     (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur
     with respect to such Plan within the following 30 days; (b) the application
     for a minimum funding waiver with respect to a Plan; (c) the provision by
     the administrator of any Plan of a notice of intent to terminate such Plan
     pursuant to Section 4041(a)(2) of ERISA (including any such notice with
     respect to a plan amendment referred to in Section 4041(e) of ERISA); (d)
     the cessation of operations at a facility of the Borrower or any ERISA
     Affiliate in the circumstances described in Section 4062(e) of ERISA; (e)
     the withdrawal by the Borrower or any ERISA Affiliate from a Multiple
     Employer Plan during a plan year for which it was a substantial employer,
     as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the
     imposition of a lien under Section 302(f) of ERISA shall have been met with
     respect to any Plan; (g) the adoption of an amendment to a Plan requiring
     the provision of security to such Plan pursuant to Section 307 of ERISA; or
     (h) the institution by the PBGC of proceedings to terminate a Plan pursuant
     to Section 4042 of ERISA, or the occurrence of any event or condition
     described in Section 4042 of ERISA that constitutes grounds for the
     termination of, or the appointment of a trustee to administer, a Plan.

          "Euro" means the lawful currency of the European Union as constituted
     by the Treaty of Rome which established the European Community, as such
     treaty may be amended from time to time and as referred to in the European
     Monetary Union legislation.

          "Eurocurrency Liabilities" has the meaning assigned to that term in
     Regulation D of the Board of Governors of the Federal Reserve System, as in
     effect from time to time.

          "Eurodollar Lending Office" means, with respect to any Lender, the
     office of such Lender specified as its "Eurodollar Lending Office" opposite
     its name on Schedule I hereto or in the Assignment and Acceptance pursuant
     to which it became a Lender (or, if no such office is specified, its
     Domestic Lending Office), or such other office of such Lender as such
     Lender may from time to time specify to the Borrower and the Agent.

          "Eurodollar Rate" means, for any Interest Period for each Eurodollar
     Rate Advance comprising part of the same Borrowing, an interest rate per
     annum equal to the rate per annum obtained by dividing (a) the rate per
     annum (rounded upward to the nearest whole multiple of 1/32 of 1% per
     annum) appearing on Moneyline Telerate Markets Page 3750 (or any successor
     page) as the London interbank offered rate for deposits in U.S. dollars at
     approximately 11:00 A.M. (London time) two Business Days prior to the first
     day of such Interest Period for a term comparable to such Interest Period
     or, if for any reason such rate is not available, the average (rounded
     upward to the nearest whole multiple of 1/32 of 1% per annum, if such
     average is not such a multiple) of the rate per annum at which deposits in
     U.S. dollars are offered by the principal office of each of the Reference
     Banks in London, England to prime banks in the London

                                       7

<PAGE>

     interbank market at 11:00 A.M. (London time) two Business Days before the
     first day of such Interest Period in an amount substantially equal to such
     Reference Bank's Eurodollar Rate Advance comprising part of such Borrowing
     to be outstanding during such Interest Period and for a period equal to
     such Interest Period by (b) a percentage equal to 100% minus the Eurodollar
     Rate Reserve Percentage for such Interest Period. If the Moneyline Telerate
     Markets Page 3750 (or any successor page) is unavailable, the Eurodollar
     Rate for any Interest Period for each Eurodollar Rate Advance comprising
     part of the same Borrowing shall be determined by the Agent on the basis of
     applicable rates furnished to and received by the Agent from the Reference
     Banks two Business Days before the first day of such Interest Period,
     subject, however, to the provisions of Section 2.08.

          "Eurodollar Rate Advance" means an Advance that bears interest as
     provided in Section 2.07(a)(ii).

          "Eurodollar Rate Reserve Percentage" for any Interest Period for all
     Eurodollar Rate Advances comprising part of the same Borrowing means the
     reserve percentage applicable two Business Days before the first day of
     such Interest Period under regulations issued from time to time by the
     Board of Governors of the Federal Reserve System (or any successor) for
     determining the maximum reserve requirement (including, without limitation,
     any emergency, supplemental or other marginal reserve requirement) for a
     member bank of the Federal Reserve System in New York City with respect to
     liabilities or assets consisting of or including Eurocurrency Liabilities
     (or with respect to any other category of liabilities that includes
     deposits by reference to which the interest rate on Eurodollar Rate
     Advances is determined) having a term equal to such Interest Period.

          "Events of Default" has the meaning specified in Section 6.01.

          "Excess Guaranty Debt" means, at any time, the excess, if any, of the
     aggregate Dollar Equivalent amount of all Debt Guaranties by members of the
     Reporting Group of Debt of Persons which are not members of the Reporting
     Group, over US$800,000,000.

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

          "Film Special Purpose Vehicle" means any Special Purpose Vehicle
     established for the sole purpose of financing, producing, distributing,
     acquiring, marketing, licensing and/or syndicating television programs or
     films.

          "Financing Subsidiary" means each Subsidiary of the Parent Guarantor
     organized solely for the purpose of providing financing for the members of
     the Reporting Group and holding no assets other than loans or advances to
     other members of the Reporting Group, cash and Cash Equivalents and
     immaterial amounts of other assets.

          "GAAP" has the meaning specified in Section 1.03.

          "Guaranteed Obligations" has the meaning specified in Section 7.01.

                                       8

<PAGE>

          "Guarantors" means each Initial Guarantor and each Additional
     Guarantor, in each case for so long as such Person is a party hereto.

          "Guaranty Supplement" has the meaning specified in Section 5.01(j).

          "Hazardous Materials" means (a) petroleum and petroleum products,
     byproducts or breakdown products, radioactive materials,
     asbestos-containing materials, polychlorinated biphenyls and radon gas and
     (b) any other chemicals, materials or substances designated, classified or
     regulated as hazardous or toxic or as a pollutant or contaminant under any
     Environmental Law.

          "Information Memorandum" means the information memorandum dated June
     3, 2003 used in connection with the syndication of the Commitments.

          "Interest Expense" means, for any period, (a) net interest expense on
     Debt determined in accordance with GAAP for such period, other than any
     amount thereof not paid in cash during such period (including, without
     limitation, amortization of capitalized interest and financing fees during
     such period), plus (b) Cash Dividends paid during such period on Preferred
     Stock that constitutes Debt (other than Investment Preferred Stock), less
     (c) to the extent not otherwise deducted in calculating such net interest
     expense, the sum of cash interest received on loans to Affiliates (other
     than Subsidiaries) during such period and cash interest received on
     balances at banks and on Investments in Cash Equivalents during such
     period, and less (d) to the extent otherwise included in calculating such
     net interest expense, interest and financing fees that are capitalized
     during such period. For purposes of calculating Interest Expense for any
     Rolling Period in connection with the determination of compliance with
     Section 5.03, if during such Rolling Period any member of the Reporting
     Group shall have made a Material Acquisition or a Material Disposition,
     Interest Expense for such Rolling Period shall be calculated after giving
     pro forma effect thereto as if such Material Acquisition or Material
     Disposition occurred on the first day of such Rolling Period.

          "Interest Period" means, for each Eurodollar Rate Advance comprising
     part of the same Borrowing, the period commencing on the date of such
     Eurodollar Rate Advance or the date of the Conversion of any Base Rate
     Advance into such Eurodollar Rate Advance and ending on the last day of the
     period selected by the Borrower pursuant to the provisions below and,
     thereafter each subsequent period commencing on the last day of the
     immediately preceding Interest Period and ending on the last day of the
     period selected by the Borrower pursuant to the provisions below. The
     duration of each such Interest Period shall be one, two, three or six
     months, and subject to clause (c) of this definition, nine or twelve
     months, as the Borrower may, upon notice received by the Agent not later
     than 11:00 A.M. (New York City time) on the third Business Day prior to the
     first day of such Interest Period, select; provided, however, that:

               (a) the Borrower may not select any Interest Period that ends
          after the Termination Date;

               (b) Interest Periods commencing on the same date for Eurodollar
          Rate Advances comprising part of the same Borrowing shall be of the
          same duration;

               (c) in the case of any such Borrowing, the Borrower shall not be
          entitled to select an Interest Period having duration of nine or
          twelve months unless, by 2:00 P.M. (New York City time) on the third
          Business Day prior to the first day of such Interest Period, each
          Lender notifies the Agent that such Lender will be providing funding
          for

                                       9

<PAGE>

          such Borrowing with such Interest Period (the failure of any Lender to
          so respond by such time being deemed for all purposes of this
          Agreement as an objection by such Lender to the requested duration of
          such Interest Period); provided that, if any or all of the Lenders
          object to the requested duration of such Interest Period, the duration
          of the Interest Period for such Borrowing shall be one, two, three or
          six months, as specified by the Borrower in the applicable Notice of
          Borrowing as the desired alternative to an Interest Period of nine or
          twelve months;

               (d) whenever the last day of any Interest Period would otherwise
          occur on a day other than a Business Day, the last day of such
          Interest Period shall be extended to occur on the next succeeding
          Business Day, provided, however, that, if such extension would cause
          the last day of such Interest Period to occur in the next following
          calendar month, the last day of such Interest Period shall occur on
          the next preceding Business Day; and

               (e) whenever the first day of any Interest Period occurs on a day
          of an initial calendar month for which there is no numerically
          corresponding day in the calendar month that succeeds such initial
          calendar month by the number of months equal to the number of months
          in such Interest Period, such Interest Period shall end on the last
          Business Day of such succeeding calendar month.

          "Internal Revenue Code" means the Internal Revenue Code of 1986, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder.

          "Investment" in any Person means any loans or advances to such Person,
     any purchase or other acquisition of a business or assets of such Person as
     a going concern or of any capital stock or shares, warrants, rights,
     options, obligations or other securities of such Person, any capital
     contribution to such Person or any other similar investment in such Person,
     including, without limitation (but without duplication), any arrangement
     pursuant to which the investor issues any Debt Guaranty or incurs any Debt
     of the type referred to in clause (i) of the definition of Debt in respect
     of such Person, but excluding (a) any Negative Pickup Arrangement and (b)
     advances made to suppliers in respect of assets purchased or services
     contracted for in the ordinary course of business, or the acquisition of
     receivables owing to any member of the Reporting Group from and the making
     of advances to, suppliers, producers, customers and individuals
     constituting the "talent" of such Person to the extent that such advance or
     acquisition is made (A) in the ordinary course of business of such Person
     and is consistent with the commercial practices of such Person prior to the
     date hereof or (B) is consistent with commercially reasonable practices at
     such time and is payable or dischargeable in accordance with customary
     terms.

          "Investment Preferred Stock" means Preferred Stock issued by any
     Financing Subsidiary of the Parent Guarantor and guaranteed by the Parent
     Guarantor that would be classified as equity of the Parent Guarantor under
     GAAP and that is issued with an aggregate liquidation preference not
     exceeding US$345,000,000.

          "Issuing Bank" means an Initial Issuing Bank and any Eligible Assignee
     to which a portion of the Letter of Credit Commitment hereunder has been
     assigned pursuant to Section 9.07 so long as such Eligible Assignee
     expressly agrees to perform in accordance with their terms all of the
     obligations that by the terms of this Agreement are required to be
     performed by it as an Issuing Bank and notifies the Agent of its Applicable
     Lending Office (which information shall be recorded by the Agent in the
     Register), for so long as such Initial Issuing Bank or Eligible Assignee,
     as the case may be, shall have a Letter of Credit Commitment.

                                       10

<PAGE>

          "L/C Cash Collateral Account" means an interest bearing cash
     collateral account for the benefit of the Borrower to be established and
     maintained by the Agent, over which the Agent shall have sole dominion and
     control, upon terms as may be satisfactory to the Agent.

          "L/C Related Documents" has the meaning specified in Section
     2.06(b)(i).

          "Lenders" means the Initial Lenders, each Issuing Bank and each Person
     that shall become a party hereto pursuant to Section 9.07.

          "Letter of Credit Agreement" has the meaning specified in Section
     2.03(a).

          "Letter of Credit Commitment" means, with respect to each Initial
     Issuing Bank, the amount set forth opposite the Initial Issuing Bank's name
     on the signature pages hereto under the caption "Letter of Credit
     Commitment" or, if such Initial Issuing Bank has entered into one or more
     Assignment and Acceptances, the amount set forth for such Issuing Bank in
     the Register maintained by the Agent pursuant to Section 9.07(d) as such
     Issuing Bank's "Letter of Credit Commitment", as such amount may be reduced
     at or prior to such time pursuant to Section 2.05.

          "Letter of Credit Facility" means, at any time, an amount equal to the
     lesser of (a) the aggregate amount of the Issuing Banks' Letter of Credit
     Commitments at such time and (b) US$600,000,000, as such amount may be
     reduced at or prior to such time pursuant to Section 2.05.

          "Letters of Credit" has the meaning specified in Section 2.01(b).

          "Lien" means any lien, security interest or other charge or
     encumbrance of any kind, or any other type of preferential arrangement,
     including, without limitation, the lien or retained security title of a
     conditional vendor and any easement, right of way or other encumbrance on
     title to real property.

          "Loan Document" means this Agreement, the Notes and the other L/C
     Related Documents.

          "Loan Parties" means the Borrower and the Guarantors.

          "Material Acquisition" means any acquisition of assets or series of
     related acquisitions of assets (including by way of merger) which (a)
     constitutes assets comprising that portion of the common stock or other
     equity interests of, or all or a substantial part of the assets of any
     Person which results in such Person becoming a Consolidated Subsidiary of
     the Parent Guarantor, or a business unit or division of, any Person and (b)
     involves the payment of consideration by the parent Guarantor and its
     Subsidiaries (valued at the initial principal amount thereof in the case of
     non-cash consideration consisting of notes or other debt securities and
     valued at fair market value in the case of other non-cash consideration) in
     excess of US$50,000,000.

          "Material Adverse Change" means any material adverse change in the
     business, condition (financial or otherwise), operations, performance or
     properties of the Reporting Group taken as a whole.

          "Material Adverse Effect" means a material adverse effect on (a) the
     business, condition (financial or otherwise), operations, performance or
     properties of the Reporting Group taken as a whole, (b) the rights and
     remedies of the Agent or any Lender under this Agreement or (c) the

                                       11

<PAGE>

     ability of the members of the Reporting Group to perform their Obligations
     under this Agreement.

          "Material Disposition" means any sale, lease, assignment, conveyance,
     transfer or other disposition (a "Disposition") of property or series of
     related Dispositions of property which yields gross proceeds to the Parent
     Guarantor or any of its Subsidiaries (valued at the initial principal
     amount thereof in the case of non-cash proceeds consisting of notes or
     other debt securities and valued at fair market value in the case of other
     non-cash proceeds) in excess of US$50,000,000.

          "Material Subsidiary" means any direct or indirect Subsidiary of the
     Parent Guarantor that represents Consolidated operating income equal to or
     greater than 10% of the Consolidated operating income of the Parent
     Guarantor for the fiscal year immediately prior to the date of
     determination, either individually or together with such Subsidiary's
     Consolidated Subsidiaries; provided, however, that "Material Subsidiary"
     shall not include (a) any direct or indirect Subsidiary of Fox
     Entertainment Group, Inc. or its successors (collectively, "FEG"); (b) any
     direct or indirect Subsidiary of the Parent Guarantor which is subject to
     any restriction, contractual or otherwise, which would prohibit or restrict
     such Subsidiary from becoming a Guarantor hereunder, which prohibition or
     restriction exists at the time such entity would otherwise become a
     Material Subsidiary; or (c) any Subsidiary that is or becomes a CFC.

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

          "Multiemployer Plan" means a multiemployer plan, as defined in Section
     4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making
     or accruing an obligation to make contributions, or has within any of the
     preceding five plan years made or accrued an obligation to make
     contributions.

          "Multiple Employer Plan" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
     Borrower or any ERISA Affiliate and at least one Person other than the
     Borrower and the ERISA Affiliates or (b) was so maintained and in respect
     of which the Borrower or any ERISA Affiliate could have liability under
     Section 4064 or 4069 of ERISA in the event such plan has been or were to be
     terminated.

          "Negative Pickup Arrangements" means arrangements entered into in the
     ordinary course of business for the production and/or acquisition of some
     or all of the rights to television programming or films.

          "Note" means a promissory note of the Borrower payable to the order of
     any Lender, delivered pursuant to a request made under Section 2.16 in
     substantially the form of Exhibit A hereto, evidencing the aggregate
     indebtedness of the Borrower to such Lender resulting from the Advances
     made by such Lender.

          "Notice of Borrowing" has the meaning specified in Section 2.02(a).

          "Notice of Issuance" has the meaning specified in Section 2.03(a).

          "Notice of Renewal" has the meaning specified in Section 2.03(a).

          "Obligation" means, with respect to any Person, any obligation of such
     Person of any kind, including, without limitation, any liability of such
     Person on any claim, fixed, contingent or

                                       12

<PAGE>

     otherwise, whether or not such claim is discharged, stayed or otherwise
     affected by any proceeding of the type referred to in Section 6.01(f).
     Without limiting the generality of the foregoing, the Obligations of the
     Loan Parties under this Agreement include (a) the obligation to pay
     principal, interest, charges, expenses, fees, attorneys' fees and
     disbursements, indemnities and other amounts payable by any Loan Party
     under this Agreement and (b) the obligation to reimburse any amount in
     respect of any of the foregoing that any Lender, in its sole discretion,
     may elect to pay or advance on behalf of such Loan Party.

          "Parent Guarantor" means the ultimate parent company of the Borrower
     that trades its securities on a nationally recognized stock exchange.

          "PBGC" means the Pension Benefit Guaranty Corporation (or any
     successor).

          "Permitted Film Financing" means Debt and equity financing
     arrangements with third parties for the financing, production,
     distribution, acquisition, marketing, licensing and/or syndication of
     television programming or films by any Person in which any interest held by
     a member of the Reporting Group is held through a Film Special Purpose
     Vehicle and as to which no member of the Reporting Group has incurred any
     Debt other than through such Film Special Purpose Vehicle.

          "Permitted Liens" means any of the following: (a) any Lien that arises
     in favor of an unpaid seller in respect of goods, plant or equipment sold
     and delivered to any member of the Reporting Group in the ordinary course
     of its business until payment of the purchase price for such goods or plant
     or equipment or any other goods, plant or equipment previously sold and
     delivered by that seller (except to the extent that such Lien secures Debt
     or arises otherwise than due to deferment of payment of purchase price);
     (b) Liens arising by operation of law and in the ordinary course of
     business, including Liens for taxes, assessments and governmental charges
     or levies that are either (i) not yet overdue or (ii) being contested in
     good faith and by appropriate proceedings and as to which appropriate
     reserves are being maintained; (c) any Lien or pledge created or subsisting
     in the ordinary course of business over documents of title, insurance
     policies or sale contracts in relation to commercial goods to secure the
     purchase price thereof; (d) any Lien with respect to documents of title to
     any asset or over cash paid to purchase such asset, to the extent arising
     from the delivery thereof to any financial institution or firm of lawyers
     or title company to be held in escrow pursuant to any agreement or
     arrangement for the purchase or sale of such asset, provided that (i) such
     agreement or arrangement is not in respect of Debt described in clause (a)
     or (c) of the definition of Debt of any member of the Reporting Group, (ii)
     such documents of title are held in escrow only pending the satisfaction of
     conditions precedent to the purchase or sale of such asset and (iii) such
     agreement or arrangement and the related purchase or sale are not otherwise
     prohibited under this Agreement; (e) pledges or deposits in connection with
     worker's compensation, unemployment insurance and other social security
     legislation, (f) Liens to secure performance bonds incurred in the ordinary
     course of business; (g) any Lien with respect to any asset (including,
     without limitation, securities, documents of title and source codes), to
     the extent arising from the delivery of such asset to any financial
     institution, firm of lawyers, title company or other entity that holds
     assets in escrow or custody, to be held in escrow pursuant to any agreement
     or arrangement granted in the ordinary course of business; (h) statutory
     Liens of carriers, warehousemen, mechanics, suppliers, materialmen,
     repairmen and other like Liens arising in the ordinary course of business
     and with respect to amounts not yet delinquent or being contested in good
     faith by appropriate proceedings, if a reserve or other appropriate
     provision has been made; (i) easements, rights of way and other
     encumbrances on title to real property that do not materially adversely
     affect the use of such property for its present purposes; provided that, in
     the case of clause (a) and (c) of this definition, there is no default in
     the underlying obligation

                                       13

<PAGE>

     secured by such encumbrance or such obligation is being contested in good
     faith and by appropriate proceedings, and (j) any banker's right of set off
     or combination of accounts conferred in the ordinary course of banking
     arrangements.

          "Person" means an individual, partnership, corporation (including a
     business trust), joint stock company, trust, unincorporated association,
     joint venture, limited liability company or other entity, or a government
     or any political subdivision or agency thereof.

          "Plan" means a Single Employer Plan or a Multiple Employer Plan.

          "Post-Petition Interest" has the meaning specified in Section 7.06.

          "Preferred Stock" means, with respect to any corporation, capital
     stock or shares issued by such corporation that is entitled to a preference
     or priority over any other capital stock or shares issued by such
     corporation upon any distribution of such corporation's assets, whether by
     dividend or upon liquidation.

          "Programming Liabilities" means all Obligations incurred in the
     ordinary course of business to finance, produce, distribute, acquire,
     market, license and/or syndicate television programming or films, other
     than any such Obligations for Debt described in clause (a) of the
     definition of Debt and Debt Guaranties of such Debt.

          "Pro Rata Share" of any amount means, with respect to any Lender at
     any time, the product of (a) a fraction the numerator of which is the
     amount of such Lender's Revolving Credit Commitment at such time and the
     denominator of which is the aggregate Revolving Credit Commitments at such
     time and (b) such amount.

          "Public Debt Rating" means, as of any date, the rating that has been
     most recently announced by either S&P or Moody's, as the case may be, for
     any class of non-credit enhanced long-term senior unsecured debt issued by
     the Borrower or, if any such rating agency shall have issued more than one
     such rating, the lowest such rating issued by such rating agency. For
     purposes of the foregoing, (a) if only one of S&P and Moody's shall have in
     effect a Public Debt Rating, the Applicable Margin, the Applicable
     Percentage and the Applicable Utilization Fee shall be determined by
     reference to the available rating; (b) if neither S&P nor Moody's shall
     have in effect a Public Debt Rating, the Applicable Margin, the Applicable
     Percentage and the Applicable Utilization Fee will be set in accordance
     with Level 5 under the definition of "Applicable Margin", "Applicable
     Percentage" or "Applicable Utilization Fee", as the case may be; (c) if the
     ratings established by S&P and Moody's shall fall within different levels
     and both ratings are Level 3 or higher, the Applicable Margin, the
     Applicable Percentage and the Applicable Utilization Fee shall be based
     upon the higher rating unless such ratings differ by two or more levels, in
     which case the applicable level will be deemed to be one level above the
     lower of such levels; (d) if the ratings established by S&P and Moody's
     shall fall within different levels and both ratings are Level 4 or lower,
     or Level 3 and Level 4, the Applicable Margin, the Applicable Percentage
     and the Applicable Utilization Fee shall be based upon the lower rating,
     (e) if any rating established by S&P or Moody's shall be changed, such
     change shall be effective as of the date on which such change is first
     announced publicly by the rating agency making such change; and (f) if S&P
     or Moody's shall change the basis on which ratings are established, each
     reference to the Public Debt Rating announced by S&P or Moody's, as the
     case may be, shall refer to the then equivalent rating by S&P or Moody's,
     as the case may be.

                                       14

<PAGE>

          "Public Senior Debt" means Senior Debt of any member of the Reporting
     Group that is registered pursuant to a registration statement filed with
     the U.S. Securities and Exchange Commission or any comparable national or
     state regulatory or governmental body in any jurisdiction of the United
     States or otherwise, plus any Senior Debt that any member of the Reporting
     Group has issued and provided registration rights to the holders of such
     privately placed securities in connection with such issuance.

          "Redeemable" means, with respect to any capital stock or shares, any
     such capital stock or shares that (a) the issuer has undertaken to redeem
     at a fixed or determinable date or dates, whether by operation of a sinking
     fund or otherwise, or upon the occurrence of a condition not solely within
     the control of the issuer or (b) is redeemable at the option of the holder,
     provided that no such capital stock or shares shall be considered to be
     Redeemable, or to be Debt, solely pursuant to clause (a) or (b) hereof if
     the issuer's undertaking to redeem any such capital stock or shares may be
     satisfied in full, at its option, by the delivery to the holders thereof of
     ordinary shares of the Parent Guarantor.

          "Reference Banks" means Citibank, JPMorgan Chase Bank, Bank of
     America, N.A., BNP Paribas and HSBC Bank USA.

          "Register" has the meaning specified in Section 9.07(d).

          "Reporting Group" means the Parent Guarantor and its Subsidiaries.

          "Required Lenders" means at any time Lenders owed at least a majority
     in interest of the then aggregate unpaid principal amount of the Advances
     owing to Lenders, or, if no such principal amount is then outstanding,
     Lenders having at least a majority in interest of the Revolving Credit
     Commitments.

          "Responsible Officer" means of the following Persons: the chief
     financial officer, chief executive officer, deputy chief financial officer
     or the treasurer of either of the Parent Guarantor or the Borrower, or the
     Group General Counsel of the Parent Guarantor.

          "Revolving Credit Commitment" means as to any Lender (a) the amount
     set forth opposite such Lender's name on the signature pages hereof under
     the caption "Revolving Credit Commitment" or (b) if such Lender has entered
     into any Assignment and Acceptance, the amount set forth for such Lender in
     the Register maintained by the Agent pursuant to Section 9.07(d), as such
     amount may be reduced pursuant to Section 2.05.

          "Rolling Period" means, for any fiscal quarter, such fiscal quarter
     and the preceding three fiscal quarters. Any reference in Section 5.03 of
     this Agreement to a Rolling Period ending on any specified date shall be
     construed as a reference to the Rolling Period ending closest in time to
     such date.

          "S&P" means Standard & Poor's, a division of The McGraw-Hill
     Companies, Inc.

          "Senior Debt" means all Debt of the Reporting Group that does not
     provide by its terms that it is subordinate in right of payment to the
     Obligations of the Loan Parties under this Agreement.

          "Single Employer Plan" means a single employer plan, as defined in
     Section 4001(a)(15) of ERISA, that (a) is maintained for employees of the
     Borrower or any ERISA Affiliate and no

                                       15

<PAGE>

     Person other than the Borrower and the ERISA Affiliates or (b) was so
     maintained and in respect of which the Borrower or any ERISA Affiliate
     could have liability under Section 4069 of ERISA in the event such plan has
     been or were to be terminated.

          "Solvent" and "Solvency" mean, with respect to any Person on any date,
     that on such date (a) in the case of any Person organized under the laws of
     a jurisdiction other than any state or territory of Australia, (i) 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, (ii) 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
     liabilities of such Person on its debts as they become absolute and
     matured, (iii) 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 (iv) 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 capital and (b) in the case of any Person organized
     under the laws of any state or territory of Australia, (i) such Person has
     not become unable to pay its debts generally as and when they become due
     and payable, (ii) such Person has not suspended payment, and has not taken
     steps to suspend payment, of its debts generally and (iii) such Person has
     not entered into or resolved to enter into, or taken steps to enter into,
     any arrangement, composition or compromise with its creditors or any class
     of them (other than for the purpose of a solvent amalgamation or
     reconstruction).

          "Special Purpose Vehicle" means a Person that is, or was, established:
     (a) with a separate legal identity and limited liability; (b) as a member
     of the Reporting Group; and (c) for the sole purpose of a single
     transaction, or series of related transactions, and that has no assets and
     liabilities other than those directly acquired or incurred in connection
     with such transaction(s).

          "Subordinated Obligations" has the meaning specified in Section 7.05.

          "Subsidiary" of any Person means (a) any corporation, partnership,
     joint venture, trust or estate of which (or in which) more than 50% of (i)
     the issued and outstanding capital stock, voting shares or ordinary shares
     having ordinary voting power to elect a majority of the Board of Directors
     of such corporation (irrespective of whether at the time capital stock of
     any other class or classes of such corporation shall or might have voting
     power upon the occurrence of any contingency), (ii) the interest in the
     capital or profits of such partnership or joint venture or (iii) the
     beneficial interest in such trust or estate, is at the time directly or
     indirectly owned or controlled by such Person, by such Person and one or
     more of its other Subsidiaries or by one or more of such Person's other
     Subsidiaries, (b) in the case of (x) the Parent Guarantor, for so long as
     FEG is a Subsidiary of the Parent Guarantor, (y) FEG and (z) any other
     member of the Reporting Group of which FEG is a Subsidiary, includes Fox
     Television Holdings, Inc. and its Subsidiaries, (c) in the case of any
     member of the Reporting Group, any Person in which such member holds an
     interest that owns television stations the capital structure of which is
     substantially similar to that of Fox Television Holdings, Inc. and (d) in
     relation to any Person that is, or becomes, subject to the Australian
     Corporations Law, (i) a "subsidiary" of such Person as defined in and for
     the purposes of the Australian Corporations Law, (ii) if such Person has
     appointed or is in a position to appoint one or more directors of another
     corporation and that director or those directors are in a position to cast,
     or control the casting of, more than one-half of the maximum number of
     votes that might be cast at a meeting of directors of that other
     corporation, such other corporation, and (iii) where the expression is used
     in this Agreement in connection with the content or preparation of
     consolidated financial statements (as defined in the Australian
     Corporations Law), any "Entity" (as defined in Section 64A of the
     Australian Corporations Law) that such Person is taken to control (as
     defined in Section 50AA of the

                                       16

<PAGE>

     Australian Corporations Law) and (e) in the case of a Person that is an
     English company, any other Person that is a "subsidiary" of such Person as
     defined pursuant to Section 736 of the English Companies Act 1985.

          "Tangible Assets" of any Person is defined as, as of any date, the
     amount of total assets of such Person and its Subsidiaries on a
     Consolidated basis at such date less goodwill, trade names, patents,
     unamortized debt discount expense and other like intangibles, all
     determined in accordance with GAAP.

          "Termination Date" means the earlier of June 30, 2008 and the date of
     termination in whole of the Commitments pursuant to Section 2.05 or 6.01.

          "TOPrS(SM) Securities" means (i) the 5% Exchangeable Trust Originated
     Preferred Securities issued by News Corporation Exchange Trust pursuant to
     the terms of an Amended and Restated Declaration of Trust dated as of
     November 12, 1996 (the "Exchange Securities"), (ii) the 5% Trust Originated
     Preferred Securities issued by News Corporation Finance Trust pursuant to
     the terms of an Amended and Restated Declaration of Trust dated as of
     November 12, 1996 (the "Finance Securities"), (iii) the 5% Subordinated
     Discount Debentures due 2016 issued by the Borrower pursuant to the terms
     of an Indenture dated as of November 12, 1996 and the guarantees thereof
     provided for therein, (iv) the guarantee of the Exchange Securities
     provided by the Parent Guarantor pursuant to the terms of a Preferred
     Securities Guarantee Agreement dated as of November 12, 1996, (v) the
     guarantee of the Finance Securities provided by the Parent Guarantor
     pursuant to the terms of a Preferred Securities Guarantee Agreement dated
     as of November 12, 1996 and (vi) the Borrower's obligations under the
     Warrant Agreement dated as of November 12, 1996 and the guarantees thereof
     provided for therein.

          "Unissued Letter of Credit Commitment" means, with respect to any
     Issuing Bank, such Issuing Bank's Letter of Credit Commitment minus the
     aggregate Available Amount of all Letters of Credit issued by such Issuing
     Bank.

          "Unused Commitment" means, with respect to each Lender at any time,
     (a) such Lender's Revolving Credit Commitment at such time minus (b) the
     sum of (i) the aggregate principal amount of all Advances made by such
     Lender (in its capacity as a Lender) and outstanding at such time, plus
     (ii) such Lender's Pro Rata Share of the aggregate Available Amount of all
     the Letters of Credit outstanding at such time.

          "Voting Stock" means capital stock issued by a corporation, or
     equivalent interests in any other Person, the holders of which are
     ordinarily, in the absence of contingencies, entitled to vote for the
     election of directors (or persons performing similar functions) of such
     Person, even if the right so to vote has been suspended by the happening of
     such a contingency.

          SECTION 1.02. Computation of Time Periods. In this Agreement in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding".

          SECTION 1.03. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles consistent with those applied in the preparation of the
equity consolidated financial statements referred to in Section 4.01(e)
("GAAP").

                                   ARTICLE II

                                       17

<PAGE>

             AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

          SECTION 2.01. The Advances and Letters of Credit. (a) Advances. Each
Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Advances in Dollars to the Borrower from time to time on any Business Day
during the period from the Effective Date until the Termination Date in an
amount not to exceed at any time such Lender's Unused Commitment. Each Borrowing
shall be in an aggregate amount of US$25,000,000 or an integral multiple of
US$5,000,000 in excess thereof and shall consist of Advances of the same Type
made on the same day by the Lenders ratably according to their respective
Revolving Commitments. Within the limits of each Lender's Revolving Credit
Commitment, the Borrower may borrow under this Section 2.01(a), prepay pursuant
to Section 2.10 and reborrow under this Section 2.01(a).

          (b) Letters of Credit. Each Issuing Bank agrees, on the terms and
conditions hereinafter set forth, to issue letters of credit (each, a "Letter of
Credit") in Dollars or Euros for the account of the Borrower from time to time
on any Business Day during the period from the Effective Date until 30 days
before the Termination Date in an aggregate Available Amount (converting all
Euros into the then Dollar Equivalent thereof) (i) for all Letters of Credit
issued by each Issuing Bank not to exceed at any time the lesser of (x) the
Letter of Credit Facility at such time and (y) such Issuing Bank's Letter of
Credit Commitment at such time and (ii) for each such Letter of Credit not to
exceed an amount equal to the Unused Commitments of the Lenders at such time.
Each Letter of Credit shall be in for an amount of US$5,000,000 or more. No
Letter of Credit shall have an expiration date (including all rights of the
Borrower or the beneficiary to require renewal, but not including any Letter of
Credit issued in favor of an Italian tax authority, which may have an expiration
date not later than five years after the issuance thereof) later than (x) the
date that is one year after the date of issuance thereof, but may by its terms
be renewable annually upon notice (a "Notice of Renewal") given to the Issuing
Bank that issued such Letter of Credit and the Agent on or prior to any date for
notice of renewal set forth in such Letter of Credit but in any event at least
three Business Days prior to the date of the proposed renewal of such Letter of
Credit and upon fulfillment of the applicable conditions set forth in Article
III unless such Issuing Bank has notified the Borrower (with a copy to the
Agent) on or prior to the date for notice of termination set forth in such
Letter of Credit but in any event at least 30 Business Days prior to the date of
automatic renewal of its election not to renew such Letter of Credit (a "Notice
of Termination") and (y) 10 Business Days prior to the Termination Date;
provided that the terms of each Letter of Credit that is automatically renewable
annually shall (x) require the Issuing Bank that issued such Letter of Credit to
give the beneficiary named in such Letter of Credit notice of any Notice of
Termination, (y) permit such beneficiary, upon receipt of such notice, to draw
under such Letter of Credit prior to the date such Letter of Credit otherwise
would have been automatically renewed and (z) not permit the expiration date
(after giving effect to any renewal) of such Letter of Credit in any event to be
extended to a date later than 10 Business Days before the Termination Date. If
either a Notice of Renewal is not given by the Borrower or a Notice of
Termination is given by the relevant Issuing Bank pursuant to the immediately
preceding sentence, such Letter of Credit shall expire on the date on which it
otherwise would have been automatically renewed; provided, however, that even in
the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in
its discretion, unless instructed to the contrary by the Agent or the Borrower,
deem that a Notice of Renewal had been timely delivered and in such case, a
Notice of Renewal shall be deemed to have been so delivered for all purposes
under this Agreement. Each Letter of Credit shall contain a provision
authorizing the Issuing Bank that issued such Letter of Credit to deliver to the
beneficiary of such Letter of Credit, upon the occurrence and during the
continuance of an Event of Default, a notice (a "Default Termination Notice")
terminating such Letter of Credit and giving such beneficiary 15 Business Days
to draw such Letter of Credit. Within the limits referred to above, the Borrower
may request the issuance of Letters of Credit under this Section 2.01(b), repay
any Advances resulting from drawings thereunder pursuant to Section 2.03(c) and
request the issuance of additional Letters of Credit under this Section 2.01(b).
Each letter of credit listed on Schedule 2.01(b) shall be

                                       18

<PAGE>

deemed to constitute a Letter of Credit issued hereunder, and each Lender that
is an issuer of such a Letter of Credit shall, for purposes of Section 2.03, be
deemed to be an Issuing Bank for each such Letter of Credit, provided that any
renewal or replacement of any such Letter of Credit shall be issued by an
Issuing Bank pursuant to the terms of this Agreement.

          SECTION 2.02. Making the Advances. (a) Each Borrowing shall be made on
notice, given not later than (x) 11:00 A.M. (New York City time) on the third
Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of Eurodollar Rate Advances or (y) 11:00 A.M. (New York
City time) on the date of the proposed Borrowing in the case of a Borrowing
consisting of Base Rate Advances, by the Borrower to the Agent, which shall give
to each Lender prompt notice thereof by telecopier or telex. Each such notice of
a Borrowing (a "Notice of Borrowing") shall be by telephone, confirmed
immediately in writing, or telecopier or telex in substantially the form of
Exhibit B hereto, specifying therein the requested (i) date of such Borrowing,
(ii) Type of Advances comprising such Borrowing, (iii) aggregate amount of such
Borrowing, and (iv) in the case of a Borrowing consisting of Eurodollar Rate
Advances, initial Interest Period for each such Advance. Each Lender shall,
before 1:00 P.M. (New York City time) on the date of such Borrowing make
available for the account of its Applicable Lending Office to the Agent at the
Agent's Account, in same day funds, such Lender's ratable portion of such
Borrowing. After the Agent's receipt of such funds and upon fulfillment of the
applicable conditions set forth in Article III, the Agent will make such funds
available to the Borrower at the Agent's address referred to in Section 9.02.

          (b) Anything in subsection (a) above to the contrary notwithstanding,
(i) the Borrower may not select Eurodollar Rate Advances for any Borrowing if
the aggregate amount of such Borrowing is less than US$25,000,000 or if the
obligation of the Lenders to make Eurodollar Rate Advances shall then be
suspended pursuant to Section 2.08 or 2.12 and (ii) the Eurodollar Rate Advances
may not be outstanding as part of more than 15 separate Borrowings.

          (c) Each Notice of Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Borrowing that the related Notice of Borrowing
specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in such
Notice of Borrowing for such Borrowing the applicable conditions set forth in
Article III, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.

          (d) Unless the Agent shall have received notice from a Lender prior to
the date of any Borrowing that such Lender will not make available to the Agent
such Lender's ratable portion of such Borrowing, the Agent may assume that such
Lender has made such portion available to the Agent on the date of such
Borrowing in accordance with subsection (a) of this Section 2.02 and the Agent
may, in reliance upon such assumption, make available to the Borrower on such
date a corresponding amount. If and to the extent that such Lender shall not
have so made such ratable portion available to the Agent, such Lender and the
Borrower severally agree to repay to the Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Agent, at (i) in the case of the Borrower, the interest rate
applicable at the time to Advances comprising such Borrowing and (ii) in the
case of such Lender, the Federal Funds Rate. If such Lender shall repay to the
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's Advance as part of such Borrowing for purposes of this Agreement.

                                       19

<PAGE>

          (e) The failure of any Lender to make the Advance to be made by it as
part of any Borrowing shall not relieve any other Lender of its obligation, if
any, hereunder to make its Advance on the date of such Borrowing, but no Lender
shall be responsible for the failure of any other Lender to make the Advance to
be made by such other Lender on the date of any Borrowing.

          SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters
of Credit. (a) Request for Issuance. (i) Each Letter of Credit shall be issued
upon notice, given not later than 1:00 P.M. (New York City time) on the fifth
Business Day prior to the date of the proposed issuance of such Letter of Credit
(or on such shorter notice as the applicable Issuing Bank may agree), by the
Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent, prompt
notice thereof by telex, telecopier or cable. Each such notice of issuance of a
Letter of Credit (a "Notice of Issuance") shall be by telephone, confirmed
immediately in writing, or telecopier or telex, specifying therein the requested
(A) date of such issuance (which shall be a Business Day), (B) Available Amount
of such Letter of Credit, (C) expiration date of such Letter of Credit (which
shall not be later that the earlier of (x) one year after the issuance thereof
and (y) ten Business Days prior to the Termination Date), (D) name and address
of the beneficiary of such Letter of Credit and (E) form of such Letter of
Credit, and shall be accompanied by such customary application and agreement for
letter of credit as such Issuing Bank may specify to the Borrower requesting
such issuance for use in connection with such requested Letter of Credit (a
"Letter of Credit Agreement"). If the requested form of such Letter of Credit is
acceptable to such Issuing Bank in its sole discretion, such Issuing Bank will,
upon fulfillment of the applicable conditions set forth in Article III, make
such Letter of Credit available to the Borrower requesting such issuance at its
office referred to in Section 9.02 or as otherwise agreed with the Borrower in
connection with such issuance. In the event and to the extent that the
provisions of any Letter of Credit Agreement shall conflict with this Agreement,
the provisions of this Agreement shall govern.

          (b) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, such
Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from
such Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Pro Rata Share of the aggregate amount available to be drawn under such
Letter of Credit. The Borrower hereby agrees to each such participation. In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Agent, for the account of such Issuing
Bank, such Lender's Pro Rata Share of each drawing made under a Letter of Credit
funded by such Issuing Bank and not reimbursed by the Borrower on the date made,
or of any reimbursement payment required to be refunded to the Borrower for any
reason. Each Lender acknowledges and agrees that its obligation to acquire
participations pursuant to this paragraph in respect of Letters of Credit is
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or
termination of the Revolving Credit Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Lender further acknowledges and agrees that its participation
in each Letter of Credit will be automatically adjusted to reflect such Lender's
Pro Rata Share of the Available Amount of such Letter of Credit at each time
such Lender's Revolving Credit Commitment is amended pursuant to an assignment
in accordance with Section 9.07 or otherwise pursuant to this Agreement.

          (c) Drawing and Reimbursement. The payment by an Issuing Bank of a
draft drawn under any Letter of Credit shall constitute for all purposes of this
Agreement the making by any such Issuing Bank of an Advance, which, in the case
of a Letter of Credit denominated in Dollars, shall be a Base Rate Advance, in
the amount of such draft or, in the case of a Letter of Credit denominated in
Euros, shall be a Base Rate Advance in the Dollar Equivalent on the date such
draft is paid, provided, that the Borrower shall indemnify the Agent and the
Lenders for any currency exchange losses sustained as a

                                       20

<PAGE>

result of the Borrower's repayment in Dollars of any Letter of Credit
denominated in Euros. Each Issuing Bank shall give prompt notice (and such
Issuing Bank will use its commercially reasonable efforts to deliver such notice
within one Business Day) of each drawing under any Letter of Credit issued by it
to the Borrower and the Agent. Upon written demand by such Issuing Bank, with a
copy of such demand to the Agent, each Lender shall pay to the Agent such
Lender's Pro Rata Share of such outstanding Advance, by making available for the
account of its Applicable Lending Office to the Agent for the account of such
Issuing Bank, by deposit to the Agent's Account, in same day funds, an amount
equal to the portion of the outstanding principal amount of such Advance to be
funded by such Lender. Promptly after receipt thereof, the Agent shall transfer
such funds to such Issuing Bank. Each Lender agrees to fund its Pro Rata Share
of an outstanding Advance on (i) the Business Day on which demand therefor is
made by such Issuing Bank, provided that notice of such demand is given not
later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the
first Business Day next succeeding such demand if notice of such demand is given
after such time. If and to the extent that any Lender shall not have so made the
amount of such Advance available to the Agent, such Lender agrees to pay to the
Agent forthwith on demand such amount together with interest thereon, for each
day from the date of demand by any such Issuing Bank until the date such amount
is paid to the Agent, at the Federal Funds Rate for its account or the account
of such Issuing Bank, as applicable. If such Lender shall pay to the Agent such
amount for the account of any such Issuing Bank on any Business Day, such amount
so paid in respect of principal shall constitute an Advance made by such Lender
on such Business Day for purposes of this Agreement, and the outstanding
principal amount of the Advance made by such Issuing Bank shall be reduced by
such amount on such Business Day.

          (d) Letter of Credit Reports. Each Issuing Bank shall furnish (i) to
the Agent and each Lender on the first Business Day of each month a written
report summarizing issuance and expiration dates of Letters of Credit during the
preceding month and drawings during such month under all Letters of Credit and
(ii) to the Agent and each Lender on the first Business Day of each calendar
quarter a written report setting forth the average daily aggregate Available
Amount during the preceding calendar quarter of all Letters of Credit.

          (e) Failure to Make Advances. The failure of any Lender to make the
Advance to be made by it on the date specified in Section 2.03(c) shall not
relieve any other Lender of its obligation hereunder to make its Advance on such
date, but no Lender shall be responsible for the failure of any other Lender to
make the Advance to be made by such other Lender on such date.

          SECTION 2.04. Fees. (a) Facility Fee. The Borrower agrees to pay to
the Agent for the account of each Lender a facility fee on the aggregate amount
of such Lender's Commitment from the Effective Date in the case of each Initial
Lender and from the later of the Effective Date and the effective date specified
in the Assignment and Acceptance pursuant to which it became a Lender in the
case of each other Lender until the Termination Date at a rate per annum equal
to the Applicable Percentage in effect from time to time, payable in arrears
quarterly on the last day of each March, June, September and December,
commencing September 30, 2003, and on the Termination Date.

          (b) Letter of Credit Fees. (i) The Borrower shall pay to the Agent for
the account of each Lender a commission on such Lender's Pro Rata Share of the
average daily aggregate Available Amount of all Letters of Credit outstanding
from time to time at a rate per annum equal to the Applicable Margin for
Eurodollar Rate Advances in effect from time to time, payable in arrears
quarterly on the last day of each March, June, September and December,
commencing September 30, 2003, and on the Termination Date, and after the
Termination Date payable upon demand; provided that the Applicable Margin shall
increase by 2% upon the occurrence and during the continuation of an Event of
Default if the Borrower is required to pay default interest pursuant to Section
2.07(b).

                                       21

<PAGE>

          (ii) The Borrower shall pay to each Issuing Bank for its own account
     such reasonable fees as may from time to time be agreed in writing between
     the Borrower and such Issuing Bank.

          (c) Agent's Fees. The Borrower shall pay to the Agent for its own
account such fees as have been agreed between the Borrower and the Agent.

          SECTION 2.05. Optional Termination or Reduction of the Commitments.
The Borrower shall have the right, upon at least three Business Days' notice to
the Agent, to terminate in whole or permanently reduce ratably in part the
Unused Commitments of the Lenders, provided that each partial reduction shall be
in the aggregate amount of US$25,000,000 or an integral multiple of US$5,000,000
in excess thereof.

          SECTION 2.06. Repayment of Advances. (a) Advances. The Borrower shall
repay to the Agent for the ratable account of the Lenders on the Termination
Date the aggregate principal amount of the Advances then outstanding.

          (b) Letter of Credit Reimbursements. The obligations of the Borrower
under this Agreement, any Letter of Credit Agreement and any other agreement or
instrument, in each case, relating to any Letter of Credit shall be
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement, such Letter of Credit Agreement and such other
agreement or instrument under all circumstances, including, without limitation,
the following circumstances (it being understood that any such payment by the
Borrower is without prejudice to, and does not constitute a waiver of, any
rights the Borrower might have or might acquire as a result of the payment by
any Lender of any draft or the reimbursement by the Borrower thereof):

          (i) any lack of validity or enforceability of this Agreement, any
     Letter of Credit, any Letter of Credit Agreement or any other agreement or
     instrument, in each case, relating thereto (all of the foregoing being,
     collectively, the "L/C Related Documents");

          (ii) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the obligations of the Borrower in respect of
     any L/C Related Document or any other amendment or waiver of or any consent
     to departure from all or any of the L/C Related Documents;

          (iii) the existence of any claim, set-off, defense or other right that
     the Borrower may have at any time against any beneficiary or any transferee
     of a Letter of Credit (or any Persons for which any such beneficiary or any
     such transferee may be acting), any Issuing Bank, the Agent, any Lender or
     any other Person, whether in connection with the transactions contemplated
     by the L/C Related Documents or any unrelated transaction;

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

          (v) payment by any Issuing Bank under a Letter of Credit against
     presentation of a draft or certificate that does not strictly comply with
     the terms of such Letter of Credit;

          (vi) any exchange, release or non-perfection of any collateral, or any
     release or amendment or waiver of or consent to departure from any
     guarantee, for all or any of the obligations of the Borrower in respect of
     the L/C Related Documents; or

                                       22

<PAGE>

          (vii) any other circumstance or happening whatsoever, whether or not
     similar to any of the foregoing, including, without limitation, any other
     circumstance that might otherwise constitute a defense available to, or a
     discharge of, the Borrower or a guarantor.

          SECTION 2.07. Interest on Advances. (a) Scheduled Interest. The
Borrower shall pay interest on the unpaid principal amount of each Advance owing
to each Lender from the date of such Advance until such principal amount shall
be paid in full, at the following rates per annum:

          (i) Base Rate Advances. During such periods as such Advance is a Base
     Rate Advance, a rate per annum equal at all times to the sum of (x) the
     Base Rate in effect from time to time plus (y) the Applicable Margin in
     effect from time to time plus (z) the Applicable Utilization Fee in effect
     from time to time, payable in arrears quarterly on the last day of each
     March, June, September and December during such periods and on the date
     such Base Rate Advance shall be Converted or paid in full.

          (ii) Eurodollar Rate Advances. During such periods as such Advance is
     a Eurodollar Rate Advance, a rate per annum equal at all times during each
     Interest Period for such Advance to the sum of (x) the Eurodollar Rate for
     such Interest Period for such Advance plus (y) the Applicable Margin in
     effect from time to time plus (z) the Applicable Utilization Fee in effect
     from time to time, payable in arrears on the last day of such Interest
     Period and, if such Interest Period has a duration of more than three
     months, on each day that occurs during such Interest Period every three
     months from the first day of such Interest Period and on the date such
     Eurodollar Rate Advance shall be Converted or paid in full.

          (b) Default Interest. Upon the occurrence and during the continuance
of an Event of Default under Section 6.01(a) or (f), the Agent may, and upon the
request of the Required Lenders shall, require the Borrower to pay interest
("Default Interest") on (i) the unpaid principal amount of each Advance owing to
each Lender, payable in arrears on the dates referred to in clause (a)(i) or
(a)(ii) above, at a rate per annum equal at all times to 2% per annum above the
rate per annum required to be paid on such Advance pursuant to clause (a)(i) or
(a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any
interest, fee or other amount payable hereunder that is not paid when due, from
the date such amount shall be due until such amount shall be paid in full,
payable in arrears on the date such amount shall be paid in full and on demand,
at a rate per annum equal at all times to 2% per annum above the rate per annum
required to be paid on Base Rate Advances pursuant to clause (a)(i) above,
provided, however, that following acceleration of the Advances pursuant to
Section 6.01, Default Interest shall accrue and be payable hereunder whether or
not previously required by the Agent.

          SECTION 2.08. Interest Rate Determination. (a) Each Reference Bank
agrees to furnish to the Agent timely information for the purpose of determining
each Eurodollar Rate. If any one or more of the Reference Banks shall not
furnish such timely information to the Agent for the purpose of determining any
such interest rate, the Agent shall determine such interest rate on the basis of
timely information furnished by the remaining Reference Banks. The Agent shall
give prompt notice to the Borrower and the Lenders of the applicable interest
rate determined by the Agent for purposes of Section 2.07(a)(i) or (ii), and the
rate, if any, furnished by each Reference Bank for the purpose of determining
the interest rate under Section 2.07(a)(ii).

          (b) If, with respect to any Eurodollar Rate Advances, the Required
Lenders notify the Agent that the Eurodollar Rate for any Interest Period for
such Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurodollar Rate Advances for
such Interest Period, the Agent shall forthwith so notify the Borrower and the
Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the
last day of the then existing

                                       23

<PAGE>

Interest Period therefor, Convert into a Base Rate Advance, and (ii) the
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Agent shall notify the Borrower and the
Lenders that the circumstances causing such suspension no longer exist.

          (c) If the Borrower shall fail to select the duration of any Interest
Period for any Eurodollar Rate Advances in accordance with the provisions
contained in the definition of "Interest Period" in Section 1.01, the Agent will
forthwith so notify the Borrower and the Lenders and such Advances will
automatically, on the last day of the then existing Interest Period therefor,
Convert into Base Rate Advances.

          (d) On the date on which the aggregate unpaid principal amount of
Eurodollar Rate Advances comprising any Borrowing shall be reduced, by payment
or prepayment or otherwise, to less than US$25,000,000, such Advances shall
automatically Convert into Base Rate Advances.

          (e) Upon the occurrence and during the continuance of any Event of
Default, (i) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and
(ii) the obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended.

          (f) If Moneyline Telerate Markets Page 3750 is unavailable and fewer
than two Reference Banks furnish timely information to the Agent for determining
the Eurodollar Rate for any Eurodollar Rate Advances,

          (i) the Agent shall forthwith notify the Borrower and the Lenders that
     the interest rate cannot be determined for such Eurodollar Rate Advances,

          (ii) with respect to Eurodollar Rate Advances, each such Advance will
     automatically, on the last day of the then existing Interest Period
     therefor, Convert into a Base Rate Advance (or if such Advance is then a
     Base Rate Advance, will continue as a Base Rate Advance), and

          (iii) the obligation of the Lenders to make Eurodollar Rate Advances
     or to Convert Advances into Eurodollar Rate Advances shall be suspended
     until the Agent shall notify the Borrower and the Lenders that the
     circumstances causing such suspension no longer exist.

          SECTION 2.09. Optional Conversion of Advances. The Borrower may on any
Business Day, upon notice given to the Agent not later than 11:00 A.M. (New York
City time) on the third Business Day prior to the date of the proposed
Conversion and subject to the provisions of Sections 2.08 and 2.12, Convert all
Advances of one Type comprising the same Borrowing into Advances of the other
Type; provided, however, that any Conversion of Eurodollar Rate Advances into
Base Rate Advances shall be made only on the last day of an Interest Period for
such Eurodollar Rate Advances, any Conversion of Base Rate Advances into
Eurodollar Rate Advances shall be in an amount not less than the minimum amount
specified in Section 2.02(b) and no Conversion of any Advances shall result in
more separate Borrowings than permitted under Section 2.02(b). Each such notice
of a Conversion shall, within the restrictions specified above, specify (i) the
date of such Conversion, (ii) the Advances to be Converted, and (iii) if such
Conversion is into Eurodollar Rate Advances, the duration of the initial
Interest Period for each such Advance. Each notice of Conversion shall be
irrevocable and binding on the Borrower.

          SECTION 2.10. Prepayments of Advances. (a) Optional. The Borrower may,
upon notice at least three Business Days' prior to the date of such prepayment,
in the case of Eurodollar Rate Advances, and not later than 11:00 A.M. (New York
City time) on the date of such prepayment, in the

                                       24

<PAGE>

case of Base Rate Advances, to the Agent stating the proposed date and aggregate
principal amount of the prepayment, and if such notice is given the Borrower
shall, prepay the outstanding principal amount of the Advances comprising part
of the same Borrowing in whole or ratably in part, together with accrued
interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment shall be in an aggregate
principal amount of US$25,000,000 or an integral multiple of US$5,000,000 in
excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate
Advance, the Borrower shall be obligated to reimburse the Lenders in respect
thereof pursuant to Section 9.04(c).

          (b) Mandatory Prepayments. (i) If the Agent notifies the Borrower on
the second Business Day prior to any interest payment date that the sum of (A)
the aggregate principal amount of all Advances then outstanding plus (B) the
aggregate Available Amount of all Letters of Credit denominated in Dollars then
outstanding plus (C) the Dollar Equivalent in (determined on the third Business
Day prior to such interest payment date) of the aggregate Available Amount of
all Letters of Credit denominated in Euros then outstanding exceeds 103% of the
aggregate Revolving Credit Commitments of the Lenders on such date, the Borrower
shall, within two Business Days after receipt of such notice, prepay the
outstanding principal amount of any Advances owing by the Borrower in an
aggregate amount sufficient to reduce such sum after such payment to an amount
not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders.
The Agent shall provide such notice to the Borrower at the request of any
Lender.

          (ii) Each prepayment made pursuant to this Section 2.10(b) shall be
made together with any interest accrued to the date of such prepayment on the
principal amounts prepaid and, in the case of any prepayment of a Eurodollar
Rate Advance on a date other than the last day of an Interest Period or at its
maturity, any additional amounts which the Borrower shall be obligated to
reimburse to the Lenders in respect thereof pursuant to Section 9.04(c). The
Agent shall give prompt notice of any prepayment required under this Section
2.10(b) to the Borrower and the Lenders.

          (c) Letters of Credit. The Borrower shall, on the day that is seven
(7) Business Days prior to the Termination Date, pay to the Agent for deposit in
the L/C Cash Collateral Account (a) an amount in Euros sufficient to cause the
amount of Euros on deposit in the L/C Cash Collateral Account to equal 100% of
the aggregate Available Amount of all Letters of Credit then outstanding
denominated in Euros and (b) an amount in Dollars sufficient to cause the amount
of Dollars on deposit in the L/C Cash Collateral Account to equal 100% of the
aggregate Available Amount of all Letters of Credit then outstanding denominated
in Dollars. Upon the drawing of any such Letter of Credit, to the extent funds
are on deposit in the L/C Cash Collateral Account, such funds shall be applied
to reimburse the Issuing Banks to the extent permitted by applicable law, and if
so applied, then such reimbursement shall be deemed a repayment of the
corresponding Advance in respect of such Letter of Credit. After any such Letter
of Credit shall have expired or been fully drawn upon and all other obligations
of the Borrower thereunder shall have been paid in full, the equivalent amount
deposited in such L/C Cash Collateral Account in respect of such Letter of
Credit shall be promptly returned to the Borrower.

          SECTION 2.11. Increased Costs. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender of agreeing to make or
making, funding or maintaining Eurodollar Rate Advances or agreeing to issue or
of issuing or maintaining or participating in Letters of Credit (excluding for
purposes of this Section 2.11 any such increased costs resulting from (i) Taxes
or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the
basis of taxation of overall net income or overall gross income by the United
States or by the foreign jurisdiction or state under the laws of which such
Lender is organized or has its Applicable Lending Office or any political

                                       25

<PAGE>

subdivision thereof), then the Borrower shall from time to time, upon demand by
such Lender (with a copy of such demand to the Agent), pay to the Agent for the
account of such Lender additional amounts sufficient to compensate such Lender
for such increased cost; provided, however, that (i) before making any such
demand, each Lender agrees to use reasonable efforts (consistent with its legal
and regulatory restrictions) to designate a different Applicable Lending Office
if the making of such a designation would avoid the need for, or reduce the
amount of, such increased cost and would not, in the reasonable judgment of such
Lender, be otherwise disadvantageous to such Lender and (ii) such Lender shall,
in making demand under this Section, certify that such Lender is treating
substantially all similarly situated borrowers in a manner that is consistent
with the treatment afforded the Borrower hereunder. A certificate as to the
amount of such increased cost, submitted to the Borrower and the Agent by such
Lender, shall be conclusive and binding for all purposes, absent manifest error.

          (b) If any Lender determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender or any corporation controlling such Lender and that the amount of such
capital is increased by or based upon the existence of such Lender's commitment
to lend hereunder and other commitments of this type, then, upon demand by such
Lender (with a copy of such demand to the Agent), the Borrower shall pay to the
Agent for the account of such Lender, from time to time as specified by such
Lender, additional amounts sufficient to compensate such Lender or such
corporation in the light of such circumstances, to the extent that such Lender
reasonably determines such increase in capital to be allocable to the existence
of such Lender's commitment to lend hereunder; provided, however, that before
making any such demand, each Lender shall, in making demand under this Section,
certify that such Lender is treating substantially all similarly situated
borrowers in a manner that is consistent with the treatment afforded the
Borrower hereunder. A certificate as to such amounts submitted to the Borrower
and the Agent by such Lender shall be conclusive and binding for all purposes,
absent manifest error.

          (c) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right to
demand such compensation; provided that the Borrower shall not be required to
compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than six months prior to the date that such Lender
notifies the Borrower of the change or circumstance giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the change or circumstance
giving rise to such increased costs or reductions is retroactive, then the
six-month period referred to above shall be extended to include the period of
retroactive effect thereof. Any Lender making a claim for compensation under
this Section 2.11 may be required to assign all of its rights and obligations
hereunder upon a request by the Borrower in accordance with Section 9.07.

          SECTION 2.12. Illegality. Notwithstanding any other provision of this
Agreement, if any Lender shall notify the Agent that the introduction of or any
change in or in the interpretation of any law or regulation makes it unlawful,
or any central bank or other governmental authority asserts that it is unlawful,
for any Lender or its Eurodollar Lending Office to perform its obligations
hereunder to make Eurodollar Rate Advances or to fund or maintain Eurodollar
Rate Advances hereunder, (a) each Eurodollar Rate Advance will automatically,
upon such demand, Convert into a Base Rate Advance, and (b) the obligation of
the Lenders to make Eurodollar Rate Advances or to Convert Advances into
Eurodollar Rate Advances shall be suspended until the Agent shall notify the
Borrower and the Lenders that the circumstances causing such suspension no
longer exist; provided, however, that before making any such demand, each Lender
agrees to use reasonable efforts (consistent with its legal and regulatory
restrictions) to designate a different Eurodollar Lending Office if the making
of such a designation would allow such Lender or its Eurodollar Lending Office
to continue to perform its obligations to make Eurodollar Rate Advances or to
continue to fund or maintain Eurodollar Rate Advances and would not, in

                                       26

<PAGE>

the judgment of such Lender, be otherwise disadvantageous to such Lender. Any
Lender that is prohibited from performing its obligations to make Eurodollar
Rate Advances or to continue to fund or maintain Eurodollar Rate Advances may be
required to assign all of its rights and obligations hereunder upon a request by
the Borrower in accordance with Section 9.07.

          SECTION 2.13. Payments and Computations. (a) The Borrower shall make
each payment hereunder, irrespective of any right of counterclaim or set-off,
not later than 11:00 A.M. (New York City time) on the day when due in Dollars to
the Agent at the Agent's Account in same day funds. The Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest, fees or commissions ratably (other than amounts payable
pursuant to Section 2.11, 2.14 or 9.04(c)) to the Lenders for the account of
their respective Applicable Lending Offices, and like funds relating to the
payment of any other amount payable to any Lender to such Lender for the account
of its Applicable Lending Office, in each case to be applied in accordance with
the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance
and recording of the information contained therein in the Register pursuant to
Section 9.07(c), from and after the effective date specified in such Assignment
and Acceptance, the Agent shall make all payments hereunder and under the Notes
in respect of the interest assigned thereby to the Lender assignee thereunder,
and the parties to such Assignment and Acceptance shall make all appropriate
adjustments in such payments for periods prior to such effective date directly
between themselves.

          (b) The Borrower hereby authorizes each Lender, if and to the extent
payment owed to such Lender is not made when due hereunder or under the Note
held by such Lender, to charge from time to time against any or all of the
Borrower's accounts with such Lender any amount so due to the fullest extent
permitted by law.

          (c) All computations of interest based on the Base Rate shall be made
by the Agent on the basis of a year of 365 or 366 days, as the case may be, and
all computations of interest based on the Eurodollar Rate or the Federal Funds
Rate and of fees and Letter of Credit commissions shall be made by the Agent on
the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest, fees or commissions are payable. Each determination by the
Agent of an interest rate hereunder shall be conclusive and binding for all
purposes, absent manifest error.

          (d) Whenever any payment hereunder or under the Notes shall be stated
to be due on a day other than a Business Day, such payment shall be made on the
next succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or facility fee, as the case
may be; provided, however, that, if such extension would cause payment of
interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.

          (e) Unless the Agent shall have received notice from the Borrower
prior to the date on which any payment is due to the Lenders hereunder that the
Borrower will not make such payment in full, the Agent may assume that the
Borrower has made such payment in full to the Agent on such date and the Agent
may, in reliance upon such assumption, cause to be distributed to each Lender on
such due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have so made such payment in full to the Agent,
each Lender shall repay to the Agent forthwith on demand such amount distributed
to such Lender together with interest thereon, for each day from the date such
amount is distributed to such Lender until the date such Lender repays such
amount to the Agent, at the Federal Funds Rate.

                                       27

<PAGE>

          SECTION 2.14. Taxes. (a) Any and all payments by the Borrower to or
for the account of any Lender or the Agent hereunder or under the Notes or any
other documents to be delivered hereunder shall be made, in accordance with
Section 2.13 or the applicable provisions of such other documents, free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, deductions, charges or withholdings, and all liabilities with respect
thereto, excluding, in the case of each Lender and the Agent, taxes imposed on
its overall net income, and franchise taxes imposed on it in lieu of net income
taxes, by the jurisdiction under the laws of which such Lender or the Agent (as
the case may be) is organized or any political subdivision thereof and, in the
case of each Lender, taxes imposed on its overall net income, and franchise
taxes imposed on it in lieu of net income taxes, by the jurisdiction of such
Lender's Applicable Lending Office or any political subdivision thereof (all
such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities in respect of payments hereunder or under the Notes being
hereinafter referred to as "Taxes"). If the Borrower shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder or under any
Note or any other documents to be delivered hereunder to any Lender or the
Agent, (i) the sum payable shall be increased as may be necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 2.14) such Lender or the Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant taxation authority
or other authority in accordance with applicable law.

          (b) In addition, the Borrower shall pay any present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies that arise from any payment made hereunder or under the Notes or any
other documents to be delivered hereunder or from the execution, delivery or
registration of, performing under, or otherwise with respect to, this Agreement
or the Notes or any other documents to be delivered hereunder (hereinafter
referred to as "Other Taxes").

          (c) The Borrower shall indemnify each Lender and the Agent for and
hold it harmless against the full amount of Taxes or Other Taxes (including,
without limitation, taxes of any kind imposed or asserted by any jurisdiction on
amounts payable under this Section 2.14) imposed on or paid by such Lender or
the Agent (as the case may be) and any liability (including penalties, interest
and expenses) arising therefrom or with respect thereto. This indemnification
shall be made within 30 days from the date such Lender or the Agent (as the case
may be) makes written demand therefor.

          (d) Within 30 days after the date of any payment of Taxes, the
Borrower shall furnish to the Agent, at its address referred to in Section 9.02,
the original or a certified copy of a receipt evidencing such payment to the
extent such a receipt is issued therefor, or other written proof of payment
thereof that is reasonably satisfactory to the Agent. In the case of any payment
hereunder or under the Notes or any other documents to be delivered hereunder by
or on behalf of the Borrower through an account or branch outside the United
States or by or on behalf of the Borrower by a payor that is not a United States
person, if the Borrower determines that no Taxes are payable in respect thereof,
the Borrower shall furnish, or shall cause such payor to furnish, to the Agent,
at such address, an opinion of counsel acceptable to the Agent stating that such
payment is exempt from Taxes. For purposes of this subsection (d) and subsection
(e), the terms "United States" and "United States person" shall have the
meanings specified in Section 7701 of the Internal Revenue Code.

          (e) Each Lender organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Initial Lender and on the date of the Assignment
and Acceptance pursuant to which it becomes a Lender in the case of each other
Lender, and from time to time thereafter as reasonably requested in writing by
the Borrower (but only so long as such Lender remains lawfully able to do so),
shall provide each of the Agent and the Borrower with two original Internal
Revenue Service Forms W-8BEN or W-8ECI, as appropriate, or any

                                       28

<PAGE>

successor or other form prescribed by the Internal Revenue Service, certifying
that such Lender is exempt from or entitled to a reduced rate of United States
withholding tax on payments pursuant to this Agreement or the Notes. If the form
provided by a Lender at the time such Lender first becomes a party to this
Agreement indicates a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from Taxes
unless and until such Lender provides the appropriate forms certifying that a
lesser rate applies, whereupon withholding tax at such lesser rate only shall be
considered excluded from Taxes for periods governed by such form; provided,
however, that, if at the date of the Assignment and Acceptance pursuant to which
a Lender assignee becomes a party to this Agreement, the Lender assignor was
entitled to payments under subsection (a) in respect of United States
withholding tax with respect to interest paid at such date, then, to such
extent, the term Taxes shall include (in addition to withholding taxes that may
be imposed in the future or other amounts otherwise includable in Taxes) United
States withholding tax, if any, applicable with respect to the Lender assignee
on such date. If any form or document referred to in this subsection (e)
requires the disclosure of information, other than information necessary to
compute the tax payable and information required on the date hereof by Internal
Revenue Service Form W-8BEN or W-8ECI, that the Lender reasonably considers to
be confidential, the Lender shall give notice thereof to the Borrower and shall
not be obligated to include in such form or document such confidential
information.

          (f) For any period with respect to which a Lender has failed to
provide the Borrower with the appropriate form, certificate or other document
described in Section 2.14(e) (other than if such failure is due to a change in
law, or in the interpretation or application thereof, occurring subsequent to
the date on which a form, certificate or other document originally was required
to be provided, or if such form, certificate or other document otherwise is not
required under subsection (e) above), such Lender shall not be entitled to
indemnification under Section 2.14(a) or (c) with respect to Taxes imposed by
the United States by reason of such failure; provided, however, that should a
Lender become subject to Taxes because of its failure to deliver a form,
certificate or other document required hereunder, the Borrower shall take such
steps as the Lender shall reasonably request to assist the Lender to recover
such Taxes.

          (g) Any Lender claiming any additional amounts payable pursuant to
this Section 2.14 agrees to use reasonable efforts (consistent with its legal
and regulatory restrictions) to change the jurisdiction of its Eurodollar
Lending Office if the making of such a change would avoid the need for, or
reduce the amount of, any such additional amounts that may thereafter accrue and
would not, in the reasonable judgment of such Lender, be otherwise
disadvantageous to such Lender.

          (h) Any Lender making a claim for compensation under this Section 2.14
may be required to assign all of its rights and obligations hereunder upon a
request by the Borrower in accordance with Section 9.07.

          (i) In the event a Lender is entitled, on the effective date of an
Assignment or Acceptance, to the benefits of a payment pursuant to this Section
2.14, an assignee or novatee of such Lender shall be entitled to the same
benefits of payment (in addition to any future benefits of payment that may
arise with respect to such assignee) that would have been available to such
Lender had such Lender not entered into the related Assignment and Acceptance
with such assignee or novatee and then only to the extent the relevant amounts
are incurred by such assignee or novatee.

          SECTION 2.15. Sharing of Payments, Etc. If any Lender shall obtain any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) on account of the Advances owing to it (other than
pursuant to Section 2.11, 2.14 or 9.04(c)) in excess of its Pro Rata Share of
payments on account of the Advances obtained by all the Lenders, such Lender
shall forthwith purchase from the other Lenders such participations in the
Advances owing to them as shall be necessary to cause such purchasing Lender to
share the excess payment ratably with each of them; provided,

                                       29

<PAGE>

however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each Lender shall be
rescinded and such Lender shall repay to the purchasing Lender the purchase
price to the extent of such recovery together with an amount equal to such
Lender's ratable share (according to the proportion of (i) the amount of such
Lender's required repayment to (ii) the total amount so recovered from the
purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered. The Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 2.15 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect
to such participation as fully as if such Lender were the direct creditor of the
Borrower in the amount of such participation.

          SECTION 2.16. Evidence of Debt. (a) Each Lender shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Advance owing to
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder in respect of
Advances. The Borrower agrees that upon notice by any Lender to the Borrower
(with a copy of such notice to the Agent) to the effect that a Note is required
or appropriate in order for such Lender to evidence (whether for purposes of
pledge, enforcement or otherwise) the Advances owing to, or to be made by, such
Lender, the Borrower shall promptly execute and deliver to such Lender a Note
payable to the order of such Lender in a principal amount up to the Revolving
Credit Commitment of such Lender.

          (b) The Register maintained by the Agent pursuant to Section 9.07(d)
shall include a control account, and a subsidiary account for each Lender, in
which accounts (taken together) shall be recorded (i) the date and amount of
each Borrowing made hereunder, the Type of Advances comprising such Borrowing
and, if appropriate, the Interest Period applicable thereto, (ii) the terms of
each Assignment and Acceptance delivered to and accepted by it, (iii) the amount
of any principal or interest due and payable or to become due and payable from
the Borrower to each Lender hereunder and (iv) the amount of any sum received by
the Agent from the Borrower hereunder and each Lender's share thereof.

          (c) Entries made in good faith by the Agent in the Register pursuant
to subsection (b) above, and by each Lender in its account or accounts pursuant
to subsection (a) above, shall be prima facie evidence of the amount of
principal and interest due and payable or to become due and payable from the
Borrower to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement, absent manifest error;
provided, however, that the failure of the Agent or such Lender to make an
entry, or any finding that an entry is incorrect, in the Register or such
account or accounts shall not limit or otherwise affect the obligations of the
Borrower under this Agreement.

          SECTION 2.17. Use of Proceeds. The proceeds of the Advances shall be
available (and the Borrower agrees that it shall use such proceeds) solely for
general corporate purposes of the Borrower and its Subsidiaries.

                                   ARTICLE III

                     CONDITIONS TO EFFECTIVENESS AND LENDING

          SECTION 3.01. Conditions Precedent to Effectiveness of Section 2.01.
Section 2.01 of this Agreement shall become effective on and as of the first
date (the "Effective Date") on which the following conditions precedent have
been satisfied:

          (a) There shall have occurred no Material Adverse Change since June
     30, 2002.

                                       30

<PAGE>

          (b) There shall exist no action, suit, investigation, litigation or
     proceeding affecting any Loan Party or any of its Subsidiaries pending or
     threatened before any court, governmental agency or arbitrator that (i)
     could be reasonably likely to have a Material Adverse Effect or (ii)
     purports to affect the legality, validity or enforceability of this
     Agreement or any Note or the consummation of the transactions contemplated
     hereby.

          (c) Nothing shall have come to the attention of the Lenders during the
     course of their due diligence investigation to lead them to believe that
     the Information Memorandum was or has become misleading, incorrect or
     incomplete in any material respect; without limiting the generality of the
     foregoing, the Lenders shall have been given such access to the management,
     records, books of account, contracts and properties of each Loan Party and
     its Subsidiaries as they shall have requested.

          (d) All governmental and third party consents and approvals necessary
     in connection with the transactions contemplated hereby shall have been
     obtained (without the imposition of any conditions that are not acceptable
     to the Lenders) and shall remain in effect, and no law or regulation shall
     be applicable in the reasonable judgment of the Lenders that restrains,
     prevents or imposes materially adverse conditions upon the transactions
     contemplated hereby.

          (e) The Borrower shall have notified each Lender and the Agent in
     writing as to the proposed Effective Date.

          (f) The Borrower shall have paid all accrued fees and expenses of the
     Agent and the Lenders (including the accrued fees and expenses of counsel
     to the Agent).

          (g) On the Effective Date, the following statements shall be true and
     the Agent shall have received for the account of each Lender a certificate
     signed by a duly authorized officer of the Parent Guarantor, dated the
     Effective Date, stating that:

               (i) The representations and warranties contained in Section 4.01
          are correct on and as of the Effective Date, and

               (ii) No event has occurred and is continuing that constitutes a
          Default.

          (h) The Agent shall have received on or before the Effective Date the
     following, each dated such day, in form and substance satisfactory to the
     Agent and (except for the Notes) in sufficient copies for each Lender:

               (i) The Notes to the order of the Lenders to the extent requested
          by any Lender pursuant to Section 2.16.

               (ii) Certified copies of the resolutions of the Board of
          Directors of each Loan Party approving this Agreement and the
          documents executed and delivered in connection herewith, and of all
          documents evidencing other necessary corporate action and governmental
          approvals, if any, with respect to this Agreement.

               (iii) A certificate of an Authorized Officer of each Loan Party
          certifying the names and true signatures of the officers of the
          Authorized Officers of such Loan Party and, in the case of each Loan
          Party that is incorporated under the laws of a jurisdiction other than
          the United States, a power of attorney granted by such Loan Party
          appointing

                                       31

<PAGE>

          the Person or Persons authorized to execute and deliver this Agreement
          and the other documents to be delivered hereunder.

               (iv) In relation to each Loan Party that is subject to the
          Australian Corporations Law: (A) such forms lodged with the Australian
          Securities and Investment Commission in accordance with the Australian
          Corporations Law notifying the Australian Securities and Investment
          Commission of the particulars or any change in the particulars of the
          officers of such Loan Party as will evidence the appointment of the
          current officers of such Loan Party; and (B) before, but not earlier
          than two Business Days before the execution of this Agreement, a
          certificate of a director and secretary of such Loan Party as
          Authorized Officers of such Loan Party substantially in the form of
          Exhibit C-4 from each such Loan Party that it is a public company for
          the purposes of Chapter 2E of the Australian Corporations Law and is a
          Guarantor and otherwise complying with Chapter 2E of the Australian
          Corporations Law.

               (v) A favorable opinion of Hogan & Hartson L.L.P., counsel for
          Borrower and each of the Guarantors, substantially in the form of
          Exhibit D-1 hereto and as to such other matters as any Lender through
          the Agent may reasonably request.

               (vi) A favorable opinion of Allens Arthur Robinson, counsel for
          Parent Guarantor, substantially in the form of Exhibit D-2 hereto and
          as to such other matters as any Lender through the Agent may
          reasonably request.

               (vii) A favorable opinion of Shearman & Sterling LLP, counsel for
          the Agent, in form and substance satisfactory to the Agent.

          (i) The Loan Parties shall have terminated the commitments of the
     lenders and repaid or prepaid in full all amounts outstanding under the
     Revolving Credit Agreement dated as of May 19, 1993 among the Borrower,
     certain other borrowers and guarantors parties thereto, the lenders parties
     thereto and Citibank, N.A., as administrative agent. By execution of this
     Agreement, each of the Lenders that is a lender under the credit agreement
     referred to above hereby waives the requirement set forth in Section 2.04
     of such credit agreement of three business days' prior notice to the
     termination of its commitments thereunder.

          SECTION 3.02. Conditions Precedent to Each Borrowing, Issuance and
Renewal. The obligation of each Lender to make an Advance (other than an Advance
made by an Issuing Bank or a Lender pursuant to Section 2.03(c)) on the occasion
of each Borrowing, and the obligation of each Issuing Bank to issue a Letter of
Credit or renew a Letter of Credit, shall be subject to the conditions precedent
that the Effective Date shall have occurred and on the date of such Borrowing or
issuance or renewal (a) the following statements shall be true (and each of the
giving of the applicable Notice of Borrowing, Notice of Issuance or Notice of
Renewal and the acceptance by the Borrower of the proceeds of such Borrowing or
of such Letter of Credit or the renewal of such Letter of Credit shall
constitute a representation and warranty by the Borrower that both on the date
of such notice and on the date of such Borrowing or issuance or renewal such
statements are true):

          (i) the representations and warranties contained in Section 4.01 are
     correct on and as of such date, before and after giving effect to such
     Borrowing or issuance or renewal and to the application of the proceeds
     therefrom, as though made on and as of such date, and

          (ii) no event has occurred and is continuing, or would result from
     such Borrowing or issuance or from the application of the proceeds
     therefrom, that constitutes a Default;

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<PAGE>

and (b) the Agent shall have received such other approvals, opinions or
documents as any Lender through the Agent may reasonably request.

          SECTION 3.03. Determinations Under Section 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lenders unless an officer
of the Agent responsible for the transactions contemplated by this Agreement
shall have received notice from such Lender prior to the date that the Borrower,
by notice to the Lenders, designates as the proposed Effective Date, specifying
its objection thereto. The Agent shall promptly notify the Lenders of the
occurrence of the Effective Date.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

          SECTION 4.01. Representations and Warranties of the Loan Parties. Each
Loan Party represents and warrants as follows:

          (a) Such Loan Party (i) is a corporation duly organized, validly
     existing and, in the case of each Loan Party incorporated under the laws of
     a State of the United States, in good standing under the laws of the
     jurisdiction of its incorporation, (ii) is duly qualified and, in the case
     of each Loan Party incorporated under the laws of a State of the United
     States, is in good standing as a foreign corporation in each other
     jurisdiction in which it owns or leases property or in which the conduct of
     its business requires it to so qualify or be licensed, except, in each
     case, to the extent the failure to be so qualified and in good standing
     would not have a Material Adverse Effect and (iii) has all requisite
     corporate power and authority to own or lease and operate its properties
     and to carry on its business as now conducted and as proposed to be
     conducted.

          (b) The execution, delivery and performance by each Loan Party of this
     Agreement and the other transactions contemplated hereby, are within such
     Loan Party's corporate powers, have been duly authorized by all necessary
     corporate action, and do not (i) contravene such Loan Party's Constitutive
     Documents, (ii) violate any applicable law or contractual restriction
     binding on or affecting any Loan Party, any of its Subsidiaries or any of
     their properties or (iii) result in or require the creation or imposition
     of any Lien upon or with respect to any of the properties of any Loan Party
     or any of its Subsidiaries.

          (c) All authorizations or approvals and other actions by, and all
     notices to and filings with, any governmental authority or regulatory body
     or any other third party that are required to be obtained or made by the
     Loan Parties for (i) the due execution, delivery, recordation, filing or
     performance by any Loan Party of this Agreement, or for the consummation of
     the other transactions contemplated hereby or (ii) the exercise by the
     Agent or any Lender of its rights under this Agreement have been duly
     obtained, taken, given or made and are in full force and effect.

          (d) This Agreement has been duly executed and delivered by each Loan
     Party party hereto. This Agreement is the legal, valid and binding
     obligation of each Loan Party party hereto, enforceable against such Loan
     Party in accordance with its terms.

          (e) The Consolidated statement of financial position of the Parent
     Guarantor as at June 30, 2002, and the related Consolidated statement of
     financial performance and statement of cash

                                       33

<PAGE>

     flow of the Parent Guarantor for the fiscal year then ended, accompanied by
     an opinion of Ernst & Young, independent public accountants, copies of
     which have been furnished to each Lender, fairly present the Consolidated
     financial condition of the Parent Guarantor as at such date and the
     Consolidated results of the operations of the Parent Guarantor for the
     period ended on such date, all in accordance with generally accepted
     accounting principles applied on a consistent basis, and since June 30,
     2002, there has been no Material Adverse Change.

          (f) Neither the Information Memorandum nor any other information,
     exhibit or report furnished by any Loan Party to the Agent or any Lender in
     connection with the negotiation of this Agreement or pursuant to the terms
     of this Agreement, together with the information contained in the public
     filings of the Parent Guarantor, contained when made any untrue statement
     of a material fact or omitted to state a material fact necessary to make
     the statements made therein not misleading when made.

          (g) There is no action, suit, investigation, litigation or proceeding
     affecting any Loan Party or any of their Subsidiaries, including any
     Environmental Action, pending or, to the best knowledge of each Loan Party,
     threatened before any court, governmental agency or arbitrator that would
     be reasonably likely to be adversely determined and if so to have a
     Material Adverse Effect.

          (h) No Loan Party is engaged in the business of extending credit for
     the purpose of purchasing or carrying Margin Stock, and no proceeds of any
     Advance will be used to purchase or carry any Margin Stock or to extend
     credit to others for the purpose of purchasing or carrying any Margin
     Stock.

          (i) Following application of the proceeds of each Advance, not more
     than 25 percent of the value of the assets (either of any Loan Party or of
     the Reporting Group on a Consolidated basis) subject to the provisions of
     Section 5.02(a) or subject to any restriction contained in any agreement or
     instrument between any Loan Party and any Lender or any Affiliate of any
     Lender relating to Debt and within the scope of Section 6.01(e) will be
     Margin Stock.

          (j) No Loan Party is an "investment company," or "controlled" by an
     "investment company," as such terms are defined in the U.S. Investment
     Company Act of 1940, as amended. Neither the making of any Advances nor the
     application of the proceeds or repayment thereof by any Loan Party, nor the
     consummation of the other transactions contemplated hereby, will violate
     any provision of such Act or any rule, regulation or order of the U.S.
     Securities and Exchange Commission thereunder.

          (k) Each Loan Party is Solvent.

          (l) The Obligations of each Loan Party under this Agreement constitute
     unconditional general obligations of such Loan Party ranking at least pari
     passu with all other Senior Debt of such Loan Party, other than any Senior
     Debt secured by Permitted Liens.

          (m) The entry into and performance by the Parent Guarantor of its
     obligations under this Agreement is for its commercial benefit and is in
     its commercial interests.

                                    ARTICLE V

                          COVENANTS OF THE LOAN PARTIES

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<PAGE>

          SECTION 5.01. Affirmative Covenants. So long as any Advance shall
remain unpaid or any Lender shall have any Commitment hereunder, each Loan Party
will:

          (a) Compliance with Laws, Etc. Comply, and cause each of its
     Subsidiaries to comply, in all material respects, with all material
     applicable laws, rules, regulations and orders, such compliance to include,
     without limitation, compliance with ERISA and Environmental Laws.

          (b) Payment of Taxes, Etc. Pay and discharge, and cause each of its
     Subsidiaries to pay and discharge, before the same shall become delinquent
     or overdue, (i) all taxes imposed upon it or upon its property and (ii) all
     lawful claims that, if unpaid, might by law become a Lien upon its
     property, except to the extent that, in respect of clauses (i) and (ii),
     the failure to pay and discharge such taxes and claims would not be
     reasonably likely to have a Material Adverse Effect; provided, however,
     that neither any Loan Party nor any of its Subsidiaries shall be required
     to pay or discharge any such tax or lawful claim that is being contested in
     good faith and by proper proceedings and as to which appropriate reserves
     are being maintained, but only so long as such contest could not subject
     any Lender to (A) any criminal penalty or liability or (B) any material
     civil penalty or liability for which such Lender is not indemnified under
     Section 9.04.

          (c) Maintenance of Insurance. Maintain, and cause each of its
     Subsidiaries to maintain, insurance with responsible and reputable
     insurance companies or associations in such amounts and covering such risks
     as is consistent with prudent business practice for the industries in which
     such Loan Party or such Subsidiary operates.

          (d) Preservation of Corporate Existence, Etc. Preserve and maintain
     its corporate existence, rights (per statute and its corporate Constitutive
     Documents) and franchises; provided, however, that each Loan Party may
     consummate any merger or consolidation permitted under Section 5.02(c); and
     provided further that no Loan Party shall be required to preserve any right
     or franchise if the Board of Directors of such Loan Party shall determine
     that the preservation thereof is no longer desirable in the conduct of the
     business of such Loan Party and that the loss thereof is not
     disadvantageous in any material respect to such Loan Party or the Lenders.

          (e) Visitation Rights. During normal business hours, and so long as no
     Event of Default has occurred and is continuing, upon ten (10) days prior
     notice and only twice a year, permit the Agent or any of the Lenders or any
     agents or representatives thereof, to examine the records and books of
     account of, and visit during normal business hours the properties of, such
     Loan Party and any of its Subsidiaries, and to discuss the affairs,
     finances and accounts of such Loan Party and any of its Subsidiaries with
     any of their officers or directors and with their independent certified
     public accountants.

          (f) Keeping of Books. Keep, and cause each of its Subsidiaries to
     keep, proper books of record and account, in which full and correct entries
     shall be made of all financial transactions and the assets and business of
     such Loan Party and each such Subsidiary in accordance with generally
     accepted accounting principles and laws applicable to such Person in effect
     from time to time.

          (g) Maintenance of Properties, Etc. Maintain and preserve, and cause
     each of its Subsidiaries to maintain and preserve, all of its material
     properties that are used or useful in the conduct of its business in good
     working order and condition, ordinary wear and tear excepted.

                                       35

<PAGE>

          (h) Transactions with Affiliates. Conduct, and cause each of its
     Subsidiaries to conduct, all material transactions otherwise permitted
     under this Agreement with any of their Affiliates on terms that are fair
     and reasonable and no less favorable to such Loan Party or such Subsidiary
     than it would obtain in a comparable arm's-length transaction with a Person
     not an Affiliate, other than (i) transactions between or among Parent
     Guarantor and/or between or among the members of the Reporting Group, (ii)
     Permitted Film Financings, (iii) any arrangements with officers, directors,
     representatives or other employees of Parent Guarantor and its Subsidiaries
     relating specifically to employment, (iv) loans to employees of any member
     of the Reporting Group, (v) the payment of dividends, (vi) transactions
     entered into prior to the date hereof or contemplated by any agreement
     entered into prior to the date hereof, (vii) Investments in an Affiliate in
     consideration for the issuance of ordinary shares or other equity capital
     (other than Redeemable Preferred Stock), and (viii) transactions with any
     of their Affiliates conducted in the ordinary course of business of such
     Loan Party or Subsidiary except to the extent that such transaction is in
     connection with (A) the creation, incurrence, assumption or existence of
     any Lien or Debt, (B) any merger or consolidation, (C) the making or
     holding of any Investment or (D) the prepayment, redemption, purchase,
     defeasement or other satisfaction of any Debt; provided, however, that,
     notwithstanding the foregoing, transactions entered into by any member of
     the Reporting Group with any Affiliate thereof (a "Subject Affiliate"),
     which transactions are entered into by other shareholders or partners of
     such Subject Affiliate that are not otherwise themselves Affiliates of such
     member and on the same terms and for the same consideration (taking into
     account their relative percentage ownership of such Subject Affiliate) as
     such member of the Reporting Group shall be deemed to have been entered
     into on an arm's-length basis

          (i) Reporting Requirements. Furnish to the Lenders:

               (i) Default Notice. As soon as possible and in any event within
          five days after a Responsible Officer becomes aware of a Default that
          is continuing on the date of such statement, a statement of the chief
          financial officer, deputy chief financial officer or Group General
          Counsel of the Parent Guarantor setting forth details of such Default
          and the action that the Reporting Group has taken and proposes to take
          with respect thereto.

               (ii) Quarterly Financials. As soon as available and in any event
          within 55 days after the end of each of the first three quarters of
          each fiscal year, a Consolidated statement of financial position of
          the Parent Guarantor as of the end of such quarter and Consolidated
          statement of financial performance and statement of cash flow of the
          Parent Guarantor for the period commencing at the end of the previous
          fiscal year and ending with the end of such quarter, setting forth in
          comparative form, in the case of the statement of financial position,
          the figures for the preceding fiscal year end from the audited
          statement of financial position for such fiscal year and, in the case
          of the statement of financial performance and statement of cash flow,
          the corresponding figures for the corresponding fiscal period in the
          preceding fiscal year, all in reasonable detail consistent with the
          Parent Guarantor's public filings and duly certified (subject to
          year-end audit adjustments) by the chief financial officer or deputy
          chief financial officer of the Parent Guarantor as having been
          prepared in accordance with generally accepted accounting principles,
          together with a Compliance Certificate.

               (iii) Annual Financials. As soon as available and in any event
          within 100 days after the end of each fiscal year (i) a copy of the
          annual audit report for such year for the Parent Guarantor, including
          therein a Consolidated statement of financial position of the Parent
          Guarantor as of the end of such fiscal year and Consolidated statement
          of financial performance and statement of cash flow of the Parent
          Guarantor for such fiscal

                                       36

<PAGE>

          year, in each case accompanied by an unqualified (except to the extent
          any qualification stated therein relates solely to the effect of any
          change in generally accepted accounting principles applicable to the
          Parent Guarantor) opinion of Ernst & Young or other independent public
          accountants of recognized standing acceptable to the Required Lenders,
          and (ii) a Compliance Certificate.

               (iv) Litigation. Promptly and in any event within 10 days after a
          Responsible Officer becomes aware of the commencement thereof, notice
          of all actions, suits, investigations, litigation and proceedings
          before any court or governmental department, commission, board,
          bureau, agency or instrumentality, domestic or foreign, (i) affecting
          any Loan Party or any of its Subsidiaries of the type described in
          Section 4.01(i) or (ii) that challenge the transactions contemplated
          by this Agreement (including, without limitation, the rights of any
          Borrower to borrow hereunder, the use of the proceeds of any Borrowing
          hereunder or the performance by any Loan Party of its Obligations
          hereunder) or that base any claim against any Loan Party on such
          transactions.

               (v) Securities Reports. Promptly and in any event within 15 days
          after the sending or filing thereof, copies of all material regular,
          periodic and special reports, and all registration statements, that
          any member of the Reporting Group files with the Securities and
          Exchange Commission or any governmental authority that may be
          substituted therefor, or with any national securities exchange.

               (vi) Other Information. Such other information respecting the
          business, condition (financial or otherwise), operations, performance,
          properties or prospects of each member of the Reporting Group as any
          Lender may, through the Agent, from time to time reasonably request.

          (j) Additional Guarantors. (i) Promptly cause to become a Guarantor
     under this Agreement by execution of a guaranty supplement in substantially
     the form of Exhibit E hereto (each, a "Guaranty Supplement") (A) each of
     its Subsidiaries that, as determined by reference to the annual audited
     Consolidated statement of financial performance and statement of cash flow
     of the Parent Guarantor for the fiscal year ended immediately prior to the
     date of determination, is a Material Subsidiary, provided that, if the
     Consolidated assets of the Parent Guarantor attributable to the Guarantors
     aggregate less than the aggregate principal amount of all Consolidated
     indebtedness of the Parent Guarantor that is not by its terms subordinated
     to the Obligations of the Loan Parties under this Agreement, in each case
     as determined by reference to the annual audited Consolidated statement of
     financial position of the Parent Guarantor, then the Loan Parties shall
     promptly cause to become Guarantors such additional Subsidiaries (other
     than those Subsidiaries expressly excluded under sub-clauses (a), (b) and
     (c) of the definition of Material Subsidiary) as would cause the total
     assets of the Parent Guarantor so attributable to the Guarantors hereunder
     to exceed the aggregate principal amount of such indebtedness, (B) any
     Material Subsidiary that is, immediately after the initial Borrowing, and
     any Subsidiary that thereafter becomes, a guarantor of any Public Senior
     Debt, (C) any Material Subsidiary that is required to be added as a
     Guarantor pursuant to Section 7.06 and (D) the Parent Guarantor. Upon the
     execution and delivery by any Person of a Guaranty Supplement, (a) such
     Person shall be referred to as an "Additional Guarantor" and shall become
     and be a Guarantor hereunder, and each reference in this Agreement to a
     "Guarantor" shall also mean and be a reference to such Additional
     Guarantor, and (b) each reference herein to "this Agreement", "hereunder",
     "hereof" or words of like import referring to this Agreement, and each
     reference in any other Loan Document to this Agreement, "thereunder",
     "thereof" or words of like import referring to this Agreement, shall mean
     and be a reference to this Agreement as supplemented by such Guaranty
     Supplement.

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<PAGE>

               (ii) In the case of each Person that becomes a Guarantor under
          this Agreement, the Borrower shall ensure that (x) before the
          execution of any Guaranty Supplement, the Agent receives the items
          referred to in Section 3.01(h) in respect of the Additional Guarantor
          and its Guaranty Supplement, and a certificate of an Authorized
          Officer of the Borrower with respect to the representations and
          warranties in Section 4.01; and (y) all laws in connection with the
          execution, validity and enforceability of a Guaranty Supplement have
          been complied with.

          SECTION 5.02. Negative Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, no Loan Party will:

          (a) Liens, Etc. Create or suffer to exist, or permit any of its
     Subsidiaries to create or suffer to exist, any Lien on or with respect to
     any of its properties, whether now owned or hereafter acquired, or assign,
     or permit any of its Subsidiaries to assign, any right to receive income,
     other than:

               (i) Liens existing on the date hereof ("Existing Liens"), and
          Liens replacing, extending or renewing any such Existing Liens upon or
          in the same property theretofore subject to such Existing Lien or the
          replacement, extension or renewal (without increase in the amount or
          change in any direct or contingent obligor) of the Debt secured by
          such Existing Lien;

               (ii) Permitted Liens;

               (iii) Liens securing Debt and other Obligations that are not
          otherwise permitted to be secured pursuant to this Section 5.02(a) and
          Attributable Debt, provided that the value of the aggregate assets of
          the Reporting Group encumbered by all such Liens shall not exceed 10%
          of the Consolidated Tangible Assets of the Reporting Group;

               (iv) Liens on the assets of Film Special Purpose Vehicles
          securing Debt incurred for the purpose of effecting Permitted Film
          Financings;

               (v) Liens created in favor of (x) a producer or supplier of
          television programming or films or (y) any other Person in connection
          with the financing of the production, distribution, acquisition,
          marketing, licensing and/or syndication of television programming or
          films, in each case above on or with respect to distribution revenues
          and/or distribution rights which arise from or are attributable to
          such television programming or films;

               (vi) Liens under construction, performance and similar bonding
          arrangements entered into in the ordinary course of business;

               (vii) Liens on property purchased after the date of this
          Agreement provided that (A) any such Lien (x) is created solely for
          the purpose of securing Debt incurred to finance the cost (including
          the cost of construction) of the item of property subject thereto and
          such Lien is created prior to, at the time of, or within 270 days
          after the later of, the acquisition, the completion of construction or
          the commencement of the full operation of such property, or for the
          purpose of securing Debt incurred to refinance any Debt previously so
          secured or (y) existed on such property at the time of its acquisition
          (other than Liens created in contemplation of such acquisition that
          were not incurred to finance the acquisition of such property), (B)
          the principal amount of Debt secured by any Lien

                                       38

<PAGE>

          described in clause (A)(x) above does not exceed 100% of such cost and
          (C) such Lien does not extend to or cover any other property other
          than such item or property and any improvements on such item;

               (viii) in the case of a Person becoming a member of the Reporting
          Group after the date of this Agreement, any Lien with respect to the
          assets of such Person at the time it became a member of the Reporting
          Group, provided that such Lien is not created in contemplation of, or
          in connection with, such Person becoming a member of the Reporting
          Group;

               (ix) Liens on accounts receivable in connection with any
          financing that would not cause the Reporting Group to be in violation
          of Section 5.03

               (x) Liens created by Loan Parties in favor of other Loan Parties
          or Liens created by members of the Reporting Group that are not Loan
          Parties in favor of other members of the Reporting Group; and

               (xi) any extensions, renewals or replacements of any of the Liens
          referred to in the foregoing clauses (iv), (vii) and (viii), provided
          such extensions, renewals or replacements are limited to all or part
          of the property securing the original Lien or any replacement of such
          property.

          (b) Mergers, Etc. Merge into or consolidate with any Person or permit
     any Person to merge into it, or permit any of its Subsidiaries to do so,
     unless (i) to the extent such merger or consolidation is with the Borrower
     or the Parent Guarantor, (A) the Borrower or the Parent Guarantor, as
     applicable, shall be the surviving corporation or (B) the entity into which
     the Borrower or the Parent Guarantor, as applicable is merged or
     consolidated, immediately prior to such merger or consolidation has no
     material assets or liabilities and immediately after such merger of
     consolidation shall (x) directly or indirectly own substantially all of the
     assets of the Borrower or the Parent Guarantor, as applicable immediately
     preceding such merger or consolidation and (y) duly assume all of the
     Borrower's or the Parent Guarantor's, as applicable, obligations hereunder
     in form and substance satisfactory to the Agent and (ii) to the extent such
     merger or consolidation is with a Guarantor other than the Parent
     Guarantor, the surviving Person shall be a Subsidiary of the Parent
     Guarantor and a corporation organized in the same country of incorporation
     as such Guarantor prior to the merger or consolidation if such surviving
     corporation shall, at the effective time of such merger or consolidation,
     assume such Guarantor's Obligations under this Agreement and the
     performance of its covenants hereunder in writing satisfactory in form and
     substance to the Required Lenders; provided, however, that, in each case,
     that no Default shall have occurred and be continuing at the time of such
     proposed transaction or would result therefrom.

          (c) Accounting Changes. Make or permit, or permit any of its
     Subsidiaries to make or permit, any change in accounting policies or
     reporting practices, except as permitted or required by (i) the generally
     accepted accounting principles applicable in the jurisdiction in which such
     Person is organized on the date of this Agreement or (ii) as required by
     law, provided that the Parent Guarantor and its Subsidiaries may change
     their respective accounting policies or reporting practices to conform to
     generally accepted accounting principles as in effect in the United States
     but, in such event, each Compliance Certificate delivered to the Lenders
     pursuant to Sections 5.01(i) and (c) shall be provided together with a
     reconciliation to GAAP in respect of the information reported therein.

                                       39

<PAGE>

          (d) Change in Nature of Business. Change, or permit any of its
     Subsidiaries to change, the nature of the business of the Reporting Group
     taken as a whole as carried on at the date hereof.

          SECTION 5.03. Financial Covenants. So long as any Advance shall remain
unpaid or any Lender shall have any Commitment hereunder, the Parent Guarantor
will:

          (a) Maintain a ratio (the "Operating Income Leverage Ratio")
     determined on the last day of each fiscal quarter of the Parent Guarantor
     for the Rolling Period then ended of (i) the aggregate principal amount,
     without duplication, of (A) Consolidated Debt of the Parent Guarantor
     described in clauses (a), (c) and (e) of the definition of Debt, plus (B)
     Excess Guaranty Debt plus (C) preference shares that constitute debt under
     GAAP to (ii) Consolidated Adjusted Operating Income of the Parent Guarantor
     for such Rolling Period of not more than 4.5.

          For purposes of calculating the aggregate principal amount of
     Consolidated Debt of the Parent Guarantor on any such date, (A) there shall
     be excluded from such calculation any amount in respect of Investment
     Preferred Stock, Permitted Film Financings and Negative Pickup Arrangements
     and Capitalized Lease Obligations incurred in connection with the leasing
     of satellite transponders and (B) the currency exchange rate used for such
     calculation shall be the rate used in the annual or quarterly statement of
     financial position for such date; provided, however, that, if the Parent
     Guarantor determines that an average exchange rate is a more accurate
     reflection of the value of such currency over such Rolling Period, the
     currency exchange rate used may be, at the option of the Parent Guarantor,
     the currency exchange rate used for the income statements of the Parent
     Guarantor for such fiscal quarter.

          (b) Interest Coverage Ratio. Maintain a ratio (the "Interest Coverage
     Ratio") of Consolidated Adjusted Operating Income of the Parent Guarantor
     for each Rolling Period to Consolidated Interest Expense of the Parent
     Guarantor for such Rolling Period of not less than 3.0.

                                   ARTICLE VI

                                EVENTS OF DEFAULT

          SECTION 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

          (a) any Loan Party shall fail to pay (i) any principal of any Advance
     when the same becomes due and payable or (ii) any amount of interest on any
     Advance or any other payment under this Agreement within five (5) days
     after the same becomes due and payable; or

          (b) any representation or warranty made by any Loan Party (or any of
     its officers) under or in connection with this Agreement shall prove to
     have been incorrect in any material respect when made; or

          (c) any member of the Reporting Group shall fail to perform or observe
     any term, covenant or agreement contained in clauses (d), (e), (h) and (i)
     of Section 5.01, Section 5.02 or Section 5.03; or

          (d) any member of the Reporting Group shall fail to perform any other
     term, covenant or agreement contained in this Agreement on its part to be
     performed or observed if

                                       40

<PAGE>

     such failure shall remain unremedied for 15 days after the date on which
     written notice thereof shall have been given to the Parent Guarantor by the
     Agent or any Lender; or

          (e) any member or members of the Reporting Group shall fail to pay any
     principal of, premium or interest on or any other amount payable in respect
     of any Debt that is outstanding in a Dollar Equivalent principal amount
     equal to or greater than US$100,000,000 (but excluding Debt outstanding
     under this Agreement) of such member or members, when the same becomes due
     and payable (whether by scheduled maturity, required prepayment,
     acceleration, demand or otherwise), and such failure shall continue after
     the applicable grace period, if any, specified in the agreement or
     instrument relating to such Debt; or any other event shall occur or
     condition shall exist under any agreement or instrument relating to any
     such Debt and shall continue after the applicable grace period, if any,
     specified in such agreement or instrument, if the effect of such event or
     condition is to accelerate, or to permit the acceleration of, the maturity
     of such Debt or otherwise to cause, or to permit the holder thereof to
     cause, such Debt to mature; or any such Debt shall be declared by the
     holders thereof to be due and payable or required to be prepaid or redeemed
     (other than by a regularly scheduled required prepayment or redemption),
     purchased or defeased, or an offer to prepay, redeem, purchase or defease
     such Debt shall be required by the holders thereof to be made, in each case
     prior to the stated maturity thereof; or

          (f) any Loan Party shall not pay its debts generally as such debts
     become due, or shall admit in writing its inability to pay its debts
     generally, or shall make a general assignment for the benefit of creditors;
     or any proceeding shall be instituted by or against any Loan Party seeking
     (otherwise than for the purpose of a solvent amalgamation or
     reconstruction) to adjudicate it a bankrupt or insolvent, or seeking
     liquidation, winding up, reorganization, arrangement, adjustment,
     protection, relief, or composition of it or its debts under any law
     relating to bankruptcy, insolvency or reorganization or relief of debtors,
     or seeking the entry of an order for relief or the appointment of a
     receiver, receiver and manager, trustee, administrator, custodian or other
     similar official for it or for any substantial part of its property and, in
     the case of any such proceeding instituted against it (but not instituted
     by it) that is being diligently contested by it in good faith, either such
     proceeding shall remain undismissed or unstayed for a period of 60 days or
     any of the actions sought in such proceeding (including, without
     limitation, the entry of an order for relief against, or the appointment of
     a receiver, receiver and manager, trustee, administrator, custodian or
     other similar official for, it or any substantial part of its property)
     shall occur; or any Loan Party shall take any corporate action to authorize
     or any shareholder resolution shall be taken to effect any of the actions
     set forth above in this subsection (f); or any event analagous to or having
     a substantially similar effect to any of the events specified in this
     subsection (f), other than any solvent reorganization, shall occur under
     the laws of any applicable jurisdiction with respect to any Loan Party; or

          (g) any judgments or orders shall be rendered against any member or
     members of the Reporting Group for the payment of money in a Dollar
     Equivalent amount in excess of US$150,000,000 in the aggregate and either
     (i) enforcement proceedings shall have been commenced by any creditor upon
     such judgment or order or (ii) there shall be any period of 30 consecutive
     days during which a stay of enforcement of any such judgment or order, by
     reason of a pending appeal or otherwise, shall not be in effect; or

          (h) any non-monetary judgment or order shall be rendered against any
     member of the Reporting Group that would be reasonably likely to have a
     material adverse effect on the business, condition (financial or
     otherwise), operations, performance or properties of the Reporting Group
     taken as a whole, and there shall be any period of 30 consecutive days
     during

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<PAGE>

     which a stay of enforcement of such judgment or order, by reason of a
     pending appeal or otherwise, shall not be in effect; or

          (i) this Agreement shall for any reason cease to be valid and binding
     on or enforceable against any Loan Party in any material respect, or any
     such Loan Party shall so state in writing; or

          (j) (A) K. Rupert Murdoch, while alive and not mentally or physically
     incapacitated, ceases to be actively involved in the management of the
     Reporting Group; or (B) the Murdoch Family ceases to hold or control, in
     the aggregate, shares or other stock representing at least 20% of the
     voting rights of the Parent Guarantor; or (C) any Person not controlled by
     the Murdoch Family shall control or be entitled to control by contract or
     otherwise a percentage of the equity voting capital of the Parent Guarantor
     greater than that held by the Murdoch Family at such time. For the purposes
     of this clause (j): (1) a share shall be deemed held by the Murdoch Family
     if it is held by or on behalf of any one or more of the following: (x) K.
     Rupert Murdoch, his wife, parent or more remote forebear, child or more
     remote issue, or brother or sister or child or more remote issue of a
     brother or sister; or (y) any Person directly or indirectly controlled by
     one or more of the members of the Murdoch Family described above (a
     "Controlled Person"); and (2) a trust and the trustees of such trust shall
     be deemed to be controlled by any one or more members of the Murdoch Family
     if a majority of the trustees of such trust are members of the Murdoch
     Family or may be removed or replaced by any one or more of the members of
     the Murdoch Family and/or Controlled Persons; or

          (k) Any Loan Party or any of its ERISA Affiliates shall incur, or
     shall be reasonably likely to incur liability in excess of US$150,000,000
     in the aggregate as a result of one or more of the following: (i) the
     occurrence of any ERISA Event; (ii) the partial or complete withdrawal of
     such Loan Party or any of its ERISA Affiliates from a Multiemployer Plan;
     or (iii) the reorganization or termination of a Multiemployer Plan;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Required Lenders, by notice to the Borrower, declare the
obligation of each Lender to make Advances (other than Advances by an Issuing
Bank or a Lender pursuant to Section 2.03(c)) and of the Issuing Banks to issue
Letters of Credit to be terminated, whereupon the same shall forthwith
terminate, and (ii) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrower, declare the Advances, all interest
thereon and all other amounts payable under this Agreement to be forthwith due
and payable, whereupon the Advances, all such interest and all such amounts
shall become and be forthwith due and payable, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Borrower; provided, however, that in the event of an actual or deemed
entry of an order for relief with respect to the Borrower under the Federal
Bankruptcy Code, (A) the obligation of each Lender to make Advances (other than
Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c)) and of the
Issuing Banks to issue Letters of Credit shall automatically be terminated and
(B) the Advances, all such interest and all such amounts shall automatically
become and be due and payable, without presentment, demand, protest or any
notice of any kind, all of which are hereby expressly waived by the Borrower.

          SECTION 6.02. Actions in Respect of the Letters of Credit upon
Default. If any Event of Default shall have occurred and be continuing, the
Agent may with the consent, or shall at the request, of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such
demand the Borrower will, (a) pay to the Agent on behalf of the Lenders in same
day funds at the Agent's Office, for deposit in the L/C Cash Collateral Account,
an amount equal to the aggregate Available Amount of all Letters of Credit then

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<PAGE>

outstanding or (b) make such other arrangements in respect of the outstanding
Letters of Credit as shall be acceptable to the Required Lenders; provided,
however, that in the event of an actual or deemed entry of an order for relief
with respect to the Borrower under the Federal Bankruptcy Code, the Borrower
will pay to the Agent on behalf of the Lenders in same day funds at the Agent's
Office, for deposit in the L/C Cash Collateral Account, an amount equal to the
aggregate Available Amount of all Letters of Credit then outstanding, without
presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower. If at any time the Agent determines that any
funds held in the L/C Cash Collateral Account are subject to any right or claim
of any Person other than the Agent and the Lenders or that the total amount of
such funds is less than the aggregate Available Amount of all Letters of Credit,
the Borrower will, forthwith upon demand by the Agent, pay to the Agent, as
additional funds to be deposited and held in the L/C Cash Collateral Account, an
amount equal to the excess of (a) such aggregate Available Amount over (b) the
total amount of funds, if any, then held in the L/C Cash Collateral Account that
the Agent determines to be free and clear of any such right and claim. Upon the
drawing of any Letter of Credit, to the extent funds are on deposit in the L/C
Cash Collateral Account, such funds shall be applied to reimburse the Issuing
Banks to the extent permitted by applicable law. After all such Letters of
Credit shall have expired or been fully drawn upon and all other Obligations of
the Borrower hereunder and under the Notes shall have been paid in full, the
balance, if any, in such L/C Cash Collateral Account shall be returned to the
Borrower.

                                   ARTICLE VII

                                    GUARANTY

          SECTION 7.01. Guaranty; Limitation of Liability. (a) Each Guarantor,
jointly and severally, hereby absolutely, unconditionally and irrevocably
guarantees the punctual payment when due, whether at scheduled maturity or on
any date of a required prepayment or by acceleration, demand or otherwise, of
all Obligations of each other Loan Party now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions,
modifications, substitutions, amendments or renewals of any or all of the
foregoing Obligations), whether direct or indirect, absolute or contingent, and
whether for principal, interest, premiums, fees, indemnities, contract causes of
action, costs, expenses or otherwise (such Obligations being the "Guaranteed
Obligations"), and agrees to pay any and all expenses (including, without
limitation, fees and expenses of counsel) incurred by the Agent or any Lender in
enforcing any rights under this Guaranty or any other Loan Document. Without
limiting the generality of the foregoing, each Guarantor's liability shall
extend to all amounts that constitute part of the Guaranteed Obligations and
would be owed by any other Loan Party to the Agent or any Lender under or in
respect of the Loan Documents but for the fact that they are unenforceable or
not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party.

          (b) Each Guarantor, and by its acceptance of this Guaranty, the Agent
     and each Lender, hereby confirms that it is the intention of all such
     Persons that this Guaranty and the Obligations of each Guarantor hereunder
     not constitute a fraudulent transfer or conveyance for purposes of
     Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
     Fraudulent Transfer Act or any similar foreign, federal or state law to the
     extent applicable to this Guaranty and the Obligations of each Guarantor
     hereunder. To effectuate the foregoing intention, the Agent, the Lenders
     and the Guarantors hereby irrevocably agree that the Obligations of each
     Guarantor that is a Subsidiary of the Borrower under this Guaranty at any
     time shall be limited to the maximum amount as will result in the
     Obligations of such Guarantor under this Guaranty not constituting a
     fraudulent transfer or conveyance.

          (c) Each Guarantor hereby unconditionally and irrevocably agrees that
     in the event any payment shall be required to be made to the Agent or any
     Lender under this Guaranty or any

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<PAGE>

     other guaranty, such Guarantor will contribute, to the maximum extent
     permitted by law, such amounts to each other Guarantor and each other
     guarantor so as to maximize the aggregate amount paid to the Agent and the
     Lenders under or in respect of the Loan Documents.

          SECTION 7.02. Guaranty Absolute. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Loan Documents, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of the
Agent or any Lender with respect thereto. The Obligations of each Guarantor
under or in respect of this Guaranty are independent of the Guaranteed
Obligations or any other Obligations of any other Loan Party under or in respect
of the Loan Documents, and a separate action or actions may be brought and
prosecuted against each Guarantor to enforce this Guaranty, irrespective of
whether any action is brought against the Borrower or any other Loan Party or
whether the Borrower or any other Loan Party is joined in any such action or
actions. The liability of each Guarantor under this Guaranty shall be
irrevocable, absolute and unconditional irrespective of, and each Guarantor
hereby irrevocably waives any defenses it may now have or hereafter acquire in
any way relating to, any or all of the following:

          (a) any lack of validity or enforceability of any Loan Document or any
     agreement or instrument relating thereto;

          (b) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Guaranteed Obligations or any other
     Obligations of any other Loan Party under or in respect of the Loan
     Documents, or any other amendment or waiver of or any consent to departure
     from any Loan Document, including, without limitation, any increase in the
     Guaranteed Obligations resulting from the extension of additional credit to
     any Loan Party or any of its Subsidiaries or otherwise;

          (c) any taking, exchange, release or non-perfection of any Collateral
     or any other collateral, or any taking, release or amendment or waiver of,
     or consent to departure from, any other guaranty, for all or any of the
     Guaranteed Obligations;

          (d) any manner of application of Collateral or any other collateral,
     or proceeds thereof, to all or any of the Guaranteed Obligations, or any
     manner of sale or other disposition of any Collateral or any other
     collateral for all or any of the Guaranteed Obligations or any other
     Obligations of any Loan Party under the Loan Documents or any other assets
     of any Loan Party or any of its Subsidiaries;

          (e) any change, restructuring or termination of the corporate
     structure or existence of any Loan Party or any of its Subsidiaries;

          (f) any failure of the Agent or any Lender to disclose to any Loan
     Party any information relating to the business, condition (financial or
     otherwise), operations, performance, properties or prospects of any other
     Loan Party now or hereafter known to the Agent or such Lender (each
     Guarantor waiving any duty on the part of the Agent and the Lenders to
     disclose such information);

          (g) the failure of any other Person to execute or deliver this
     Guaranty, any Guaranty Supplement or any other guaranty or agreement or the
     release or reduction of liability of any Guarantor or other guarantor or
     surety with respect to the Guaranteed Obligations; or

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<PAGE>

          (h) any other circumstance (including, without limitation, any statute
     of limitations) or any existence of or reliance on any representation by
     the Agent or any Lender that might otherwise constitute a defense available
     to, or a discharge of, any Loan Party or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or must otherwise be returned by any Lender or any other Person upon the
insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party
or otherwise, all as though such payment had not been made.

          SECTION 7.03 Waivers and Acknowledgments. (a) Each Guarantor hereby
unconditionally and irrevocably waives promptness, diligence, notice of
acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to
any of the Guaranteed Obligations and this Guaranty and any requirement that the
Agent or any Lender protect, secure, perfect or insure any Lien or any property
subject thereto or exhaust any right or take any action against any Loan Party
or any other Person or any collateral.

          (b) Each Guarantor hereby unconditionally and irrevocably waives any
     right to revoke this Guaranty and acknowledges that this Guaranty is
     continuing in nature and applies to all Guaranteed Obligations, whether
     existing now or in the future.

          (c) Each Guarantor hereby unconditionally and irrevocably waives (i)
     any defense arising by reason of any claim or defense based upon an
     election of remedies by the Agent or any Lender that in any manner impairs,
     reduces, releases or otherwise adversely affects the subrogation,
     reimbursement, exoneration, contribution or indemnification rights of such
     Guarantor or other rights of such Guarantor to proceed against any of the
     other Loan Parties, any other guarantor or any other Person or any
     collateral and (ii) any defense based on any right of set-off or
     counterclaim against or in respect of the Obligations of such Guarantor
     hereunder.

          (d) Each Guarantor hereby unconditionally and irrevocably waives any
     duty on the part of the Agent or any Lender to disclose to such Guarantor
     any matter, fact or thing relating to the business, condition (financial or
     otherwise), operations, performance, properties or prospects of any other
     Loan Party or any of its Subsidiaries now or hereafter known by the Agent
     or such Lender.

          (e) Each Guarantor acknowledges that it will receive substantial
     direct and indirect benefits from the financing arrangements contemplated
     by the Loan Documents and that the waivers set forth in Section 7.02 and
     this Section 7.03 are knowingly made in contemplation of such benefits.

          SECTION 7.04. Subrogation. Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Borrower, any other Loan Party or any other insider
guarantor that arise from the existence, payment, performance or enforcement of
such Guarantor's Obligations under or in respect of this Guaranty or any other
Loan Document, including, without limitation, any right of subrogation,
reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of the Agent or any Lender against the
Borrower, any other Loan Party or any other insider guarantor or any Collateral,
whether or not such claim, remedy or right arises in equity or under contract,
statute or common law, including, without limitation, the right to take or
receive from the Borrower, any other Loan Party or any other insider guarantor,
directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim, remedy or right, unless
and until all of the

                                       45

<PAGE>

Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash, all Letters of Credit shall have expired or been
terminated and the Commitments shall have expired or been terminated. If any
amount shall be paid to any Guarantor in violation of the immediately preceding
sentence at any time prior to the latest of (a) the payment in full in cash of
the Guaranteed Obligations and all other amounts payable under this Guaranty,
(b) the Termination Date and (c) the latest date of expiration or termination of
all Letters of Credit, such amount shall be received and held in trust for the
benefit of the Agent and the Lenders, shall be segregated from other property
and funds of such Guarantor and shall forthwith be paid or delivered to the
Agent in the same form as so received (with any necessary endorsement or
assignment) to be credited and applied to the Guaranteed Obligations and all
other amounts payable under this Guaranty, whether matured or unmatured, in
accordance with the terms of the Loan Documents, or to be held as Collateral for
any Guaranteed Obligations or other amounts payable under this Guaranty
thereafter arising. If (i) any Guarantor shall make payment to the Agent or any
Lender of all or any part of the Guaranteed Obligations, (ii) all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash, (iii) the Termination Date shall have occurred
and (iv) all Letters of Credit shall have expired or been terminated, the Agent
and the Lenders will, at such Guarantor's request and expense, execute and
deliver to such Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to
such Guarantor of an interest in the Guaranteed Obligations resulting from such
payment made by such Guarantor pursuant to this Guaranty.

          SECTION 7.05. Subordination. Each Guarantor hereby subordinates any
and all debts, liabilities and other obligations owed to such Guarantor by each
other Loan Party (the "Subordinated Obligations") to the Guaranteed Obligations
to the extent and in the manner hereinafter set forth in this Section 7.06:

          (a) Prohibited Payments, Etc. Except during the continuance of a
     Default (including the commencement and continuation of any proceeding
     under any Bankruptcy Law relating to any other Loan Party), each Guarantor
     may receive regularly scheduled payments from any other Loan Party on
     account of the Subordinated Obligations. After the occurrence and during
     the continuance of any Default (including the commencement and continuation
     of any proceeding under any Bankruptcy Law relating to any other Loan
     Party), however, unless the Required Lenders otherwise agree, no Guarantor
     shall demand, accept or take any action to collect any payment on account
     of the Subordinated Obligations.

          (b) Prior Payment of Guaranteed Obligations. In any proceeding under
     any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees
     that the Agent and the Lender shall be entitled to receive payment in full
     in cash of all Guaranteed Obligations (including all interest and expenses
     accruing after the commencement of a proceeding under any Bankruptcy Law,
     whether or not constituting an allowed claim in such proceeding ("Post
     Petition Interest")) before such Guarantor receives payment of any
     Subordinated Obligations.

          (c) Turn-Over. After the occurrence and during the continuance of any
     Default (including the commencement and continuation of any proceeding
     under any Bankruptcy Law relating to any other Loan Party), each Guarantor
     shall, if the Agent so requests, collect, enforce and receive payments on
     account of the Subordinated Obligations as trustee for the Agent and the
     Lenders and deliver such payments to the Agent on account of the Guaranteed
     Obligations (including all Post Petition Interest), together with any
     necessary endorsements or other instruments of transfer, but without
     reducing or affecting in any manner the liability of such Guarantor under
     the other provisions of this Guaranty.

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<PAGE>

          (d) Agent Authorization. After the occurrence and during the
     continuance of any Default (including the commencement and continuation of
     any proceeding under any Bankruptcy Law relating to any other Loan Party),
     the Agent is authorized and empowered (but without any obligation to so
     do), in its discretion, (i) in the name of each Guarantor, to collect and
     enforce, and to submit claims in respect of, Subordinated Obligations and
     to apply any amounts received thereon to the Guaranteed Obligations
     (including any and all Post Petition Interest), and (ii) to require each
     Guarantor (A) to collect and enforce, and to submit claims in respect of,
     Subordinated Obligations and (B) to pay any amounts received on such
     obligations to the Agent for application to the Guaranteed Obligations
     (including any and all Post Petition Interest).

          SECTION 7.06. Continuing Guaranty; Assignments. This Guaranty is a
continuing guaranty and shall (a) remain in full force and effect until the
latest of (i) the payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Guaranty, (ii) the Termination Date and (iii)
the latest date of expiration or termination of all Letters of Credit, (b) be
binding upon the Guarantor, its successors and assigns and (c) inure to the
benefit of and be enforceable by the Agent and the Lenders and their successors,
transferees and assigns. Without limiting the generality of clause (c) of the
immediately preceding sentence, any Lender may assign or otherwise transfer all
or any portion of its rights and obligations under this Agreement (including,
without limitation, all or any portion of its Commitments, the Advances owing to
it, its participations in Letters of Credit and the Note or Notes held by it) to
any other Person, and such other Person shall thereupon become vested with all
the benefits in respect thereof granted to such Lender herein or otherwise, in
each case as and to the extent provided in Section 9.07. No Guarantor shall have
the right to assign its rights hereunder or any interest herein without the
prior written consent of the Lenders.

          SECTION 7.07. Release of Guarantors. A Guarantor shall be released
from its Obligations under this Guaranty (each a "Released Guarantor") (i) upon
the unconditional and full release of such Guarantor by the Required Lenders in
a writing in form and substance satisfactory to the Required Lenders, provided
that the Parent Guarantor shall not be released as a Guarantor without the
consent of all of the Lenders or (ii) so long as no Event of Default has
occurred and is continuing, automatically, without any further action on the
part of the Lenders, upon the request of the Parent Guarantor and immediately
prior to the release of such Guarantor as a guarantor of all Public Senior Debt
of which such Guarantor is a guarantor, if such Guarantor is not a Material
Subsidiary, as determined, if applicable, by reference to (A) the audited
statement of financial performance and statement of cash flow of the Parent
Guarantor for the fiscal year ended immediately prior to such date of
determination, and (B) the unaudited statement of financial performance and
statement of cash flow of such Guarantor for the Rolling Period ended on the
last day of the fiscal quarter ended immediately prior to the date of
determination, duly certified by the chief financial officer or deputy chief
financial officer of the Parent Guarantor as having been prepared in accordance
with generally accepted accounting principles applicable to the Parent
Guarantor, which certificate shall also certify (x) the percentage of the Parent
Guarantor's Consolidated operating income represented by such Guarantor and (y)
that there are no other Material Subsidiaries of the Parent Guarantor or, to the
extent that there are such Material Subsidiaries, such Material Subsidiaries
shall be added as Guarantors pursuant to Section 5.01(j), provided that, if at
any time and for any reason such Subsidiary is deemed to be or otherwise becomes
reinstated as a guarantor under any Public Senior Debt, such Subsidiary shall
automatically be reinstated as a Guarantor under this Guaranty without any
further action on the part of such Guarantor or the Lenders.

                                  ARTICLE VIII

                                    THE AGENT

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<PAGE>

          SECTION 8.01. Authorization and Action. Each Lender hereby appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers and discretion under this Agreement as are delegated to the
Agent by the terms hereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including, without limitation, enforcement or collection of the
Notes), the Agent shall not be required to exercise any discretion or take any
action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding upon all Lenders
and all holders of Notes; provided, however, that the Agent shall not be
required to take any action that exposes the Agent to personal liability or that
is contrary to this Agreement or applicable law. The Agent agrees to give to
each Lender prompt notice of each notice given to it by the Borrower pursuant to
the terms of this Agreement.

          SECTION 8.02. Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agent: (i) may treat the
Lender that made any Advance as the holder of the Debt resulting therefrom until
the Agent receives and accepts an Assignment and Acceptance entered into by such
Lender, as assignor, and an Eligible Assignee, as assignee, as provided in
Section 9.07; (ii) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (iii)
makes no warranty or representation to any Lender and shall not be responsible
to any Lender for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement; (iv) shall not have any
duty to ascertain or to inquire as to the performance, observance or
satisfaction of any of the terms, covenants or conditions of this Agreement on
the part of the Borrower or the existence at any time of any Default or to
inspect the property (including the books and records) of the Borrower; (v)
shall not be responsible to any Lender for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of, or the
perfection or priority of any lien or security interest created or purported to
be created under or in connection with, this Agreement or any other instrument
or document furnished pursuant hereto; and (vi) shall incur no liability under
or in respect of this Agreement by acting upon any notice, consent, certificate
or other instrument or writing (which may be by telecopier, telegram or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

          SECTION 8.03. Citibank and Affiliates. With respect to its
Commitments, the Advances made by it and the Note issued to it, Citibank shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Agent; and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated, include Citibank in its
individual capacity. Citibank and its Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, accept investment banking
engagements from and generally engage in any kind of business with, the
Borrower, any of its Subsidiaries and any Person who may do business with or own
securities of the Borrower or any such Subsidiary, all as if Citibank were not
the Agent and without any duty to account therefor to the Lenders. The Agent
shall have no duty to disclose any information obtained or received by it or any
of its Affiliates relating to the Borrower or any of its Subsidiaries to the
extent such information was obtained or received in any capacity other than as
Agent.

          SECTION 8.04. Lender Credit Decision. Each Lender acknowledges that it
has, independently and without reliance upon the Agent or any other Lender and
based on the financial statements referred to in Section 4.01 and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon the Agent or
any other Lender and

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<PAGE>

based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under this Agreement.

          SECTION 8.05. Indemnification. (a) Each Lender severally agrees to
indemnify the Agent (to the extent not reimbursed by the Borrower), from and
against such Lender's Pro Rata Share of any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Agent in any way relating to or arising out of this
Agreement or any action taken or omitted by the Agent under this Agreement
(collectively, the "Indemnified Costs"), provided that no Lender shall be liable
for any portion of the Indemnified Costs resulting from the Agent's gross
negligence or willful misconduct. Without limitation of the foregoing, each
Lender agrees to reimburse the Agent promptly upon demand for its Pro Rata Share
of any out-of-pocket expenses (including counsel fees) incurred by the Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, to the extent that the Agent is not
reimbursed for such expenses by the Borrower. In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05
applies whether any such investigation, litigation or proceeding is brought by
the Agent, any Lender or a third party.

          (b) Each Lender severally agrees to indemnify the Issuing Banks (to
the extent not promptly reimbursed by the Borrower) from and against such
Lender's Pro Rata Share of any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever that may be imposed on, incurred by, or
asserted against any such Issuing Bank in any way relating to or arising out of
this Agreement or any action taken or omitted by such Issuing Bank hereunder or
in connection herewith; provided, however, that no Lender shall be liable for
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting from such
Issuing Bank's gross negligence or willful misconduct. Without limitation of the
foregoing, each Lender agrees to reimburse any such Issuing Bank promptly upon
demand for its Pro Rata Share of any costs and expenses (including, without
limitation, fees and expenses of counsel) payable by the Borrower under Section
9.04, to the extent that such Issuing Bank is not promptly reimbursed for such
costs and expenses by the Borrower.

          (c) The failure of any Lender to reimburse the Agent or any Issuing
Bank promptly upon demand for its Pro Rata Share of any amount required to be
paid by the Lenders to the Agent or such Issuing Bank as provided herein shall
not relieve any other Lender of its obligation hereunder to reimburse the Agent
or such Issuing Bank for its Pro Rata Share of such amount, but no Lender shall
be responsible for the failure of any other Lender to reimburse the Agent or an
Issuing Bank for such other Lender's Pro Rata Share of such amount. Without
prejudice to the survival of any other agreement of any Lender hereunder, the
agreement and obligations of each Lender contained in this Section 8.05 shall
survive the payment in full of principal, interest and all other amounts payable
hereunder and under the Notes.

          SECTION 8.06. Successor Agent. The Agent may resign at any time by
giving written notice thereof to the Lenders and the Borrower and may be removed
at any time with or without cause by the Required Lenders. Upon any such
resignation or removal, the Required Lenders shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed by the
Required Lenders, and shall have accepted such appointment, within 30 days after
the retiring Agent's giving of notice of resignation or the Required Lenders'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Lenders, appoint a successor Agent, which shall be a commercial bank organized
under the laws of the United States of America or of any State thereof and
having a combined capital and surplus of at least US$500,000,000. Upon the
acceptance of any appointment as Agent hereunder by a

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<PAGE>

successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, discretion, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Agreement. After any retiring Agent's resignation or
removal hereunder as Agent, the provisions of this Article VII shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement.

          SECTION 8.07. Other Agents. Each Lender hereby acknowledges that none
of the documentation agent, the syndication agent or any other Lender designated
as any "Agent" (other than the Agent) on the signature pages hereof has any
liability hereunder other than in its capacity as a Lender.

                                   ARTICLE IX

                                  MISCELLANEOUS

          SECTION 9.01. Amendments, Etc. No amendment or waiver of any provision
of this Agreement or the Notes, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Required Lenders, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; provided, however, that no amendment, waiver or consent shall, unless in
writing and signed by all the Lenders, do any of the following: (a) waive any of
the conditions specified in Section 3.01, (b) increase the Revolving Credit
Commitments of the Lenders, (c) reduce the principal of, or interest on, the
Advances or any fees or other amounts payable hereunder, (d) postpone any date
fixed for any payment of principal of, or interest on, the Advances or any fees
or other amounts payable hereunder, (e) change the percentage of the Commitments
or of the aggregate unpaid principal amount of the Advances, or the number of
Lenders, that shall be required for the Lenders or any of them to take any
action hereunder or (f) amend this Section 9.01; and provided further that no
amendment, waiver or consent shall, unless in writing and signed by the Agent in
addition to the Lenders required above to take such action, affect the rights or
duties of the Agent under this Agreement or any Note and no amendment, waiver or
consent shall, unless in writing and signed by the Issuing Banks in addition to
the Lenders required above to take such action, adversely affect the rights or
obligations of the Issuing Banks in their capacities as such under this
Agreement.

          SECTION 9.02. Notices, Etc. (a) All notices and other communications
provided for hereunder shall be either (x) in writing (including telecopier,
telegraphic or telex communication) and mailed, telecopied, telegraphed, telexed
or delivered or (y) as and to the extent set forth in Section 9.02(b) and in the
proviso to this Section 9.02(a), if to any Loan Party, at the address of the
Borrower at 1211 Avenue of the Americas, New York, New York 10036, Attention:
Group General Counsel; if to any Initial Lender, at its Domestic Lending Office
specified opposite its name on Schedule I hereto; if to any other Lender, at its
Domestic Lending Office specified in the Assignment and Acceptance pursuant to
which it became a Lender; and if to the Agent, at its address at Two Penns Way,
New Castle, Delaware 19720, Attention: Bank Loan Syndications Department; or, as
to the Borrower or the Agent, at such other address as shall be designated by
such party in a written notice to the other parties and, as to each other party,
at such other address as shall be designated by such party in a written notice
to the Borrower and the Agent, provided that materials required to be delivered
pursuant to Section 5.01(i)(i), (ii) or (iv) shall be delivered to the Agent as
specified in Section 9.02(b) or as otherwise specified to the Borrower by the
Agent. All such notices and communications shall, when mailed, telecopied,
telegraphed or e-mailed, be effective when deposited in the mails, telecopied,
delivered to the telegraph company or confirmed by e-mail, respectively, except
that notices and communications to the Agent pursuant to Article II, III or VII
shall not be effective until received by the Agent. Delivery by telecopier of an
executed counterpart of any amendment or waiver of any provision of this
Agreement or the Notes or of any Exhibit hereto to be

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<PAGE>

executed and delivered hereunder shall be effective as delivery of a manually
executed counterpart thereof.

          (b) So long as Citibank or any of its Affiliates is the Agent,
materials required to be delivered pursuant to Section 5.01(i)(i), (ii), (iv)
and (vi) shall be delivered to the Agent in an electronic medium in a format
acceptable to the Agent and the Lenders by e-mail at
oploanswebadmin@citigroup.com. The Borrower agrees that the Agent may make such
materials, as well as any other written information, documents, instruments and
other material relating to the Borrower, any of its Subsidiaries or any other
materials or matters relating to this Agreement, the Notes or any of the
transactions contemplated hereby (collectively, the "Communications") available
to the Lenders by posting such notices on Intralinks, "e-Disclosure", the
Agent's internet delivery system that is part of Fixed Income Direct, Global
Fixed Income's primary web portal, or a substantially similar electronic
transmission system (the "Platform"). The Borrower acknowledges that (i) the
distribution of material through an electronic medium is not necessarily secure
and that there are confidentiality and other risks associated with such
distribution, (ii) the Platform is provided "as is" and "as available" and (iii)
neither the Agent nor any of its Affiliates warrants the accuracy, adequacy or
completeness of the Communications or the Platform and each expressly disclaims
liability for errors or omissions in the Communications or the Platform. No
warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third party rights or freedom from viruses or other code
defects, is made by the Agent or any of its Affiliates in connection with the
Platform.

          (c) Each Lender agrees that notice to it (as provided in the next
sentence) (a "Notice") specifying that any Communications have been posted to
the Platform shall constitute effective delivery of such information, documents
or other materials to such Lender for purposes of this Agreement; provided that
if requested by any Lender the Agent shall deliver a copy of the Communications
to such Lender by email or telecopier. Each Lender agrees (i) to notify the
Agent in writing of such Lender's e-mail address to which a Notice may be sent
by electronic transmission (including by electronic communication) on or before
the date such Lender becomes a party to this Agreement (and from time to time
thereafter to ensure that the Agent has on record an effective e-mail address
for such Lender) and (ii) that any Notice may be sent to such e-mail address.

          SECTION 9.03. No Waiver; Remedies. No failure on the part of any
Lender or the Agent to exercise, and no delay in exercising, any right hereunder
or under any Note shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.

          SECTION 9.04. Costs and Expenses. (a) The Borrower agrees to pay
within 30 days after its receipt of a written request therefor, which request
shall provide in reasonable detail the basis for the claim therefor, all
reasonable costs and expenses of the Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this
Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, (A) all due diligence, syndication (including
printing, distribution and bank meetings), transportation, computer,
duplication, appraisal, consultant, and audit expenses and (B) the reasonable
fees and expenses of counsel for the Agent with respect thereto and with respect
to advising the Agent as to its rights and responsibilities under this
Agreement. The Borrower further agrees to pay within 30 days after its receipt
of a written request therefor, which request shall provide in reasonable detail
the basis for the claim therefor, all reasonable costs and expenses of the Agent
and the Lenders, if any (including, without limitation, reasonable counsel fees
and expenses), in connection with the enforcement (whether through negotiations,
legal proceedings or otherwise) of this Agreement, the Notes and the other
documents to be delivered

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<PAGE>

hereunder, including, without limitation, reasonable fees and expenses of
counsel for the Agent and each Lender in connection with the enforcement of
rights under this Section 9.04(a), provided that this sentence, and the
preceding sentence to the extent relating to administration, modification and
amendment of this Agreement, shall cover the fees and expenses of only one law
firm or other counsel (plus any intellectual property counsel or local counsel,
such counsel being one counsel in each territory to the extent available and
appropriate, retained by such law firm or other counsel) for each of the Agent
and each Lender, with each of the Agent and each Lender being obligated to
consider in good faith using the same law firm or other counsel as each of the
Agent and each Lender so long as no conflict of interest, in the reasonable
judgment of such Agent or Lender, would exist.

          (b) The Borrower agrees to indemnify and hold harmless the Agent and
each Lender and each of their Affiliates and their officers, directors,
employees, agents and advisors (each, an "Indemnified Party") from and against
any and all claims, damages, losses, liabilities and expenses (including,
without limitation, reasonable fees and expenses of counsel subject to the
proviso in subclause (a)) incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation,
litigation or proceeding or preparation of a defense in connection therewith)
(i) the Notes, this Agreement, any of the transactions contemplated herein or
the actual or proposed use of the proceeds of the Advances or (ii) the actual or
alleged presence of Hazardous Materials on any property of the Borrower or any
of its Subsidiaries or any Environmental Action relating in any way to the
Borrower or any of its Subsidiaries, except to the extent such claim, damage,
loss, liability or expense is found in a final, non-appealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party's
gross negligence or willful misconduct. Promptly after receipt by an Indemnified
Party of notice of the commencement of any action or proceeding involving a
claim referred to in this subsection (b) above, such Indemnified Party shall, if
a claim in respect thereof is to be made against Borrower under this subsection
(b), promptly give notice to Borrower of the commencement of such action or
proceeding; provided, however, that the failure of such Indemnified Party to
give notice provided in this subsection (b) shall not (i) relieve Borrower of
its Obligations under this subsection (b), unless and to the extent that such
failure results in the forfeiture of rights or defenses and Borrower incurs an
increased Obligation to such Indemnified Party under this subsection (b) on
account of such failure, and (ii) in any event relieve Borrower from any
liability with respect to such Indemnified Party which Borrower may have
otherwise on account of this Agreement. If any such action or proceeding is
brought against any Indemnified Party, unless in the reasonable opinion of
counsel for such Indemnified Party a conflict of interest between such
Indemnified Party and Borrower may exist in respect of such action or proceeding
and representation of both would be inappropriate, Borrower shall be entitled to
participate in and to assume the defense thereof with counsel reasonably
satisfactory to such Indemnified Party, and after notice from Borrower to such
Indemnified Party of its election so to assume the defense thereof, (x) Borrower
shall not be liable to such Indemnified Party for any legal or other expenses
subsequently incurred by such Indemnified Party in connection with the defense
thereof and (y) such Indemnified Party shall take all action that Borrower may
reasonably request (and that is reasonably necessary or appropriate and would
not, in the reasonable judgment of such Indemnified Party, be materially
disadvantageous to such Indemnified Party) in order to cooperate in Borrower's
participation in and assumption of such defense. The Borrower shall not be
liable for any settlement of any action or claim effected without the Borrower's
consent (which consent shall not be unreasonably withheld), and the Borrower
shall not settle or compromise any action or claim affecting any Indemnified
Party without such Indemnified Party's prior written consent (which shall not be
unreasonably withheld) if the settlement or compromise involves any performance
by, or adverse admission of, such Indemnified Party. In the case of an
investigation, litigation or other proceeding to which the indemnity in this
Section 9.04(b) applies, such indemnity shall be effective whether or not such
investigation, litigation or proceeding is brought by the Borrower, its
directors, equityholders or creditors or an Indemnified Party or any other
Person, whether or not any Indemnified Party is otherwise a party thereto and
whether or not the transactions contemplated hereby are consummated. The
Borrower also

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<PAGE>

agrees not to assert any claim for special, indirect, consequential or punitive
damages against the Agent, any Lender, any of their Affiliates, or any of their
respective directors, officers, employees, attorneys and agents, on any theory
of liability, arising out of or otherwise relating to the Notes, this Agreement,
any of the transactions contemplated herein or the actual or proposed use of the
proceeds of the Advances.

          (c) Upon any payment of any indemnified amount by Borrower to any
Indemnified Party, Borrower shall be subrogated to all rights of such
Indemnified Party to seek reimbursement from any other Person in connection with
such indemnified amount.

          (d) If any payment of principal of, or Conversion of, any Eurodollar
Rate Advance is made by the Borrower to or for the account of a Lender other
than on the last day of the Interest Period for such Advance, as a result of a
payment or Conversion pursuant to Section 2.08(d) or (e), 2.10 or 2.12,
acceleration of the maturity of the Notes pursuant to Section 6.01 or for any
other reason, or by an Eligible Assignee to a Lender other than on the last day
of the Interest Period for such Advance upon an assignment of rights and
obligations under this Agreement pursuant to Section 9.07 as a result of a
demand by the Borrower pursuant to Section 9.07(a), the Borrower shall, upon
demand by such Lender (with a copy of such demand to the Agent), pay to the
Agent for the account of such Lender any amounts required to compensate such
Lender for any additional losses, costs or expenses that it may reasonably incur
as a result of such payment or Conversion, including, without limitation, any
loss (including loss of anticipated profits), cost or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.

          (e) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
Sections 2.11, 2.14 and 9.04 shall survive the payment in full of principal,
interest and all other amounts payable hereunder and under the Notes.

          SECTION 9.05. Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the Agent to
declare the Notes due and payable pursuant to the provisions of Section 6.01,
each Lender and each of its Affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other indebtedness at any time owing by such Lender or such
Affiliate to or for the credit or the account of any Loan Party against any and
all of the obligations of such Loan Party now or hereafter existing under this
Agreement and the Note held by such Lender, and to make any such currency
exchange as may be necessary to effect such application, whether or not such
Lender shall have made any demand under this Agreement or such Note and although
such obligations may be unmatured. Each Lender agrees promptly to notify the
Parent Guarantor after any such set-off and application, provided that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of each Lender and its Affiliates under this Section are
in addition to other rights and remedies (including, without limitation, other
rights of set-off) that such Lender and its Affiliates may have.

          SECTION 9.06. Binding Effect. This Agreement shall become effective
(other than Section 2.01, which shall only become effective upon satisfaction of
the conditions precedent set forth in Section 3.01) when it shall have been
executed by the Borrower, each Initial Guarantor and the Agent and when the
Agent shall have been notified by each Initial Lender that such Initial Lender
has executed it and thereafter shall be binding upon and inure to the benefit of
the Borrower, each Initial Guarantor, the Agent and each Lender and their
respective successors and assigns, except that no Loan Party shall have the
right to assign its rights or Obligations hereunder or any interest herein
without the prior written consent of the Lenders.

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<PAGE>

          SECTION 9.07. Assignments and Participations. (a) Each Lender may and,
if demanded by the Borrower (following a demand by such Lender pursuant to
Section 2.11 or 2.14) upon at least five Business Days' notice to such Lender
and the Agent, will assign to one or more Persons all or a portion of its rights
and obligations under this Agreement (including, without limitation, all or a
portion of its Revolving Credit Commitment, its Unissued Letter of Credit
Commitment, the Advances owing to it, its participations in Letters of Credit
and the Note or Notes held by it); provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all rights
and obligations under this Agreement, (ii) except in the case of an assignment
to a Person that, immediately prior to such assignment, was a Lender or an
assignment of all of a Lender's rights and obligations under this Agreement, the
amount of (x) the Revolving Credit Commitment of the assigning Lender being
assigned pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event be
less than US$10,000,000 or an integral multiple of US$1,000,000 in excess
thereof and (y) the Unissued Letter of Credit Commitment of the assigning Lender
being assigned pursuant to each such assignment shall in no event be less than
US$10,000,000 or an integral multiple of US$1,000,000 in excess thereof unless
the Borrower and the Agent otherwise agree, (iii) each such assignment shall be
to an Eligible Assignee, (iv) each such assignment made as a result of a demand
by the Borrower pursuant to this Section 9.07(a) shall be arranged by the
Borrower after consultation with the Agent and shall be either an assignment of
all of the rights and obligations of the assigning Lender under this Agreement
or an assignment of a portion of such rights and obligations made concurrently
with another such assignment or other such assignments that together cover all
of the rights and obligations of the assigning Lender under this Agreement, (v)
no Lender shall be obligated to make any such assignment as a result of a demand
by the Borrower pursuant to this Section 9.07(a) unless and until such Lender
shall have received one or more payments from either the Borrower or one or more
Eligible Assignees in an aggregate amount at least equal to the aggregate
outstanding principal amount of the Advances owing to such Lender, together with
accrued interest thereon to the date of payment of such principal amount and all
other amounts payable to such Lender under this Agreement, and (vi) the parties
to each such assignment shall execute and deliver to the Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with any Note subject to such assignment and a processing and recordation fee of
US$3,500 payable by the parties to each such assignment, provided, however, that
in the case of each assignment made as a result of a demand by the Borrower,
such recordation fee shall be payable by the Borrower except that no such
recordation fee shall be payable in the case of an assignment made at the
request of the Borrower to an Eligible Assignee that is an existing Lender. Upon
such execution, delivery, acceptance and recording, from and after the effective
date specified in each Assignment and Acceptance, (x) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder
have been assigned to it pursuant to such Assignment and Acceptance, have the
rights and obligations of a Lender hereunder and (y) the Lender assignor
thereunder shall, to the extent that rights and obligations hereunder have been
assigned by it pursuant to such Assignment and Acceptance, relinquish its rights
(other than its rights under Sections 2.11, 2.14 and 9.04 to the extent any
claim thereunder relates to an event arising prior to such assignment) and 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 Lender shall cease to
be a party hereto).

          (b) By executing and delivering an Assignment and Acceptance, the
Lender assignor thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning Lender makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of, or the perfection or priority of any lien or security interest created
or purported to be created under or in connection with, this Agreement or any
other instrument or document furnished pursuant hereto; (ii) such assigning
Lender makes no representation or

                                       54

<PAGE>

warranty and assumes no responsibility with respect to the financial condition
of any Loan Party or the performance or observance by any Loan Party of any of
its obligations under this Agreement or any other instrument or document
furnished pursuant hereto; (iii) such assignee confirms that it has received a
copy of this Agreement, together with copies of the financial statements
referred to in Section 4.01 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
such Assignment and Acceptance; (iv) such assignee will, independently and
without reliance upon the Agent, such assigning Lender 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 decisions in taking or not taking action
under this Agreement; (v) such assignee confirms that it is an Eligible
Assignee; (vi) such assignee appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
this Agreement as are delegated to the Agent by the terms hereof, together with
such powers and discretion as are reasonably incidental thereto; (vii) such
assignee agrees that it will perform in accordance with their terms all of the
obligations that by the terms of this Agreement are required to be performed by
it as a Lender and (viii) each of the assigning Lender and the assignee is
authorized to enter into such Assignment and Acceptance.

          (c) Upon its receipt of an Assignment and Acceptance executed by an
assigning Lender and an assignee representing that it is an Eligible Assignee,
together with any Note or Notes subject to such assignment, the Agent shall, if
such Assignment and Acceptance has been completed and is in substantially the
form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii) record
the information contained therein in the Register and (iii) give prompt notice
thereof to the Borrower.

          (d) The Agent shall maintain at its address referred to in Section
9.02 a copy of each Assignment and Acceptance delivered to and accepted by it
and a register for the recordation of the names and addresses of the Lenders and
the Commitment of, and principal amount of the Advances owing to, each Lender
from time to time (the "Register"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the
Borrower, the Agent and the Lenders may treat each Person whose name is recorded
in the Register as a Lender hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Borrower or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

          (e) Each Lender may sell participations to one or more banks or other
entities (other than any Loan Party or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment, its participation in Letters of
Credit, the Advances owing to it, its participations in Letters of Credit and
any Note or Notes held by it); provided, however, that (i) such Lender's
obligations under this Agreement (including, without limitation, its Commitment
to the Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) such Lender shall remain the holder of any such Note for all
purposes of this Agreement, (iv) each Loan Party, the Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
(v) no participant under any such participation shall have any right to approve
any amendment or waiver of any provision of this Agreement or any Note, or any
consent to any departure by any Loan Party therefrom, except to the extent that
such amendment, waiver or consent would reduce the principal of, or interest on,
the Notes or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation, or postpone any date fixed for any payment
of principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, in each case to the extent subject to such participation.

          (f) Any Lender may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 9.07, disclose
to the assignee or participant or proposed assignee or participant, any
information relating to the Loan Parties furnished to such Lender by

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<PAGE>

or on behalf of the Loan Parties; provided that, prior to any such disclosure,
the assignee or participant or proposed assignee or participant shall agree for
the benefit of the Loan Parties to preserve the confidentiality of any Borrower
Information relating to the Loan Parties received by it from such Lender.

          (g) Notwithstanding any other provision set forth in this Agreement,
any Lender may at any time create a security interest in all or any portion of
its rights under this Agreement (including, without limitation, the Advances
owing to it, its participations in Letters of Credit and any Note or Notes held
by it) in favor of any Federal Reserve Bank in accordance with Regulation A of
the Board of Governors of the Federal Reserve System.

          SECTION 9.08. Confidentiality. Neither the Agent nor any Lender may
disclose to any Person any confidential, proprietary or non-public information
of the Loan Parties furnished to the Agent or the Lenders by any Loan Party
(such information being referred to collectively herein as the "Borrower
Information"), except that each of the Agent and each of the Lenders may
disclose Borrower Information (i) to its and its affiliates' employees,
officers, directors, partners, counsel, auditors, representatives, agents and
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Borrower Information and
instructed to keep such Borrower Information confidential on substantially the
same terms as provided herein), (ii) to the extent requested by any regulatory
authority, (iii) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (iv) to any other party to this
Agreement, (v) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (vi) subject to an agreement containing provisions
substantially the same as those of this Section 9.08, to any assignee or
participant or prospective assignee or participant, (vii) to the extent such
Borrower Information (A) is or becomes generally available to the public on a
non-confidential basis other than as a result of a breach of this Section 9.08
by the Agent or such Lender, or (B) is or becomes available to the Agent or such
Lender on a nonconfidential basis from a source other than the Loan Parties and
(viii) with the consent of any Loan; provided, that, prior to any disclosure
pursuant to (ii) or (iii) above, the disclosing party agrees that it will notify
the non-disclosing party as soon as practical in the event of any such request
for a disclosure (other than at the request of a regulatory authority), unless
such notification shall be prohibited by applicable law or legal process.
Notwithstanding anything herein to the contrary, the Agent and the Lenders may
disclose to any and all Persons, without limitation of any kind, the U.S. tax
treatment and tax structure of the transactions contemplated hereby and all
materials of any kind (including opinions or other tax analyses) that are
provided to the Agent or any Lender relating to such U.S. tax treatment and tax
structure.

          SECTION 9.09. Governing Law. This Agreement and the Notes shall be
governed by, and construed in accordance with, the laws of the State of New
York.

          SECTION 9.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

          SECTION 9.11. Jurisdiction, Etc. (a) Each of the parties hereto hereby
irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal

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<PAGE>

court. Each Loan Party hereby agrees that service of process in any such action
or proceeding brought in any such New York State court or in such federal court
may be made upon the Borrower at its address set forth in Section 9.02 and each
other Loan Party hereby irrevocably appoints the Borrower its authorized agent
to accept such service of process, and agrees that the failure of the Borrower
to give any notice of any such service shall not impair or affect the validity
of such service or of any judgment rendered in any action or proceeding based
thereon. Each Loan Party hereby further irrevocably consents, subject to
applicable law, to the service of process in any action or proceeding in such
courts by the mailing thereof by any parties hereto by registered or certified
mail, postage prepaid, to the Borrower at its address specified pursuant to
Section 9.02. Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this Agreement or the Notes
in the courts of any jurisdiction.

          (b) Each of the parties hereto irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection that
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the Notes in any New
York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

          SECTION 9.12. No Liability of the Issuing Banks. The Borrower assumes
all risks of the acts or omissions of any beneficiary or transferee of any
Letter of Credit with respect to its use of such Letter of Credit. Neither an
Issuing Bank nor any of its officers or directors shall be liable or responsible
for: (a) the use that may be made of any Letter of Credit or any acts or
omissions of any beneficiary or transferee in connection therewith; (b) the
validity, sufficiency or genuineness of documents, or of any endorsement
thereon, even if such documents should prove to be in any or all respects
invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank
against presentation of documents that do not comply with the terms of a Letter
of Credit, including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever in
making or failing to make payment under any Letter of Credit, except that the
Borrower shall have a claim against such Issuing Bank, and such Issuing Bank
shall be liable to the Borrower, to the extent of any direct, but not
consequential damages suffered by the Borrower that the Borrower proves were
caused by (i) such Issuing Bank's willful misconduct or gross negligence in
determining whether documents presented under any Letter of Credit comply with
the terms of the Letter of Credit or (ii) such Issuing Bank's willful failure to
make lawful payment under a Letter of Credit after the presentation to it of a
draft and certificates strictly complying the terms and conditions of the Letter
of Credit. In furtherance and not in limitation of the foregoing, such Issuing
Bank may accept documents that appear on their face to be in order, without
responsibility for further investigation.

          SECTION 9.13. Judgment. (a) If for the purposes of obtaining judgment
in any court it is necessary to convert a sum due hereunder in Euros into
Dollars, the parties agree to the fullest extent that they may effectively do
so, that the rate of exchange used shall be that at which in accordance with
normal banking procedures the Agent could purchase Euros with Dollars at
Citibank's principal office in London at 11:00 A.M. (London time) on the
Business Day preceding that on which final judgment is given.

          (b) The obligation of the Borrower and each Loan Party in respect of
any sum due from it in any currency (the "Primary Currency") to any Lender or
the Agent hereunder shall, notwithstanding any judgment in any other currency,
be discharged only to the extent that on the Business Day following receipt by
such Lender or the Agent (as the case may be), of any sum adjudged to be so

                                       57

<PAGE>

due in such other currency, such Lender or the Agent (as the case may be) may in
accordance with normal banking procedures purchase the applicable Primary
Currency with such other currency; if the amount of the applicable Primary
Currency so purchased is less than such sum due to such Lender or the Agent (as
the case may be) in the applicable Primary Currency, the Borrower and each other
Loan Party agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Agent (as the case may be) against
such loss, and if the amount of the applicable Primary Currency so purchased
exceeds such sum due to any Lender or the Agent (as the case may be) in the
applicable Primary Currency, such Lender or the Agent (as the case may be)
agrees to remit to the Borrower or such other Loan Party such excess.

                                       58

<PAGE>

          SECTION 9.14. Waiver of Jury Trial. Each of the Borrower, the
Guarantors, the Agent and the Lenders hereby irrevocably waives all right to
trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement or the
Notes or the actions of the Agent or any Lender in the negotiation,
administration, performance or enforcement thereof.

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

                                   NEWS AMERICA INCORPORATED


                                   By: /s/ Arthur M. Siskind
                                       -----------------------------------------
                                       Name: Arthur M. Siskind
                                       Title: Senior Executive Vice President


                                   CITIBANK, N.A.,
                                      as Agent


                                   By: /s/ Elizabeth H. Minnella
                                       -----------------------------------------
                                       Name: Elizabeth H. Minnella
                                       Title: Vice President and Director


                               Initial Guarantors

                                   FEG HOLDINGS, INC.


                                   By: /s/ Paula M. Wardynski
                                       -----------------------------------------
                                       Name: Paula M. Wardynski
                                       Title: Secretary


                                   FOX ENTERTAINMENT GROUP, INC.


                                   By: /s/ Arthur M. Siskind
                                       -----------------------------------------
                                       Name: Arthur M. Siskind
                                       Title: Senior Executive Vice President


                                   NEWS AMERICA MARKETING FSI, INC.


                                   By: /s/ Arthur M. Siskind
                                       -----------------------------------------
                                       Name: Arthur M. Siskind
                                       Title: Senior Executive Vice President


                                   NEWS PUBLISHING AUSTRALIA LIMITED


                                   By: /s/ Arthur M. Siskind
                                       -----------------------------------------
                                       Name: Arthur M. Siskind
                                       Title: Senior Executive Vice President

                                       59

<PAGE>

                                   THE NEWS CORPORATION LIMITED


                                   By: /s/ Arthur M. Siskind
                                       -----------------------------------------
                                       Name: Arthur M. Siskind
                                       Title: Director and Authorized Signatory

                                       60

<PAGE>

                              Initial Issuing Banks

Letter of Credit Commitment

US$150,000,000                     ABN AMRO BANK, N.V.


                                   By: /s/ Frances O' R. Logan
                                       -----------------------------------------
                                       Name: Frances O' R. Logan
                                       Title: Senior Vice President


                                   By: /s/ Shilpa Parandekar
                                       -----------------------------------------
                                       Name: Shilpa Parandekar
                                       Title: Vice President


US$150,000,000                     BANK OF AMERICA, N.A.


                                   By: /s/ Thomas J. Kane
                                       -----------------------------------------
                                       Name: Thomas J. Kane
                                       Title: Principal


US$150,000,000                     CITIBANK, N.A.


                                   By: /s/ Elizabeth H. Minnella
                                       -----------------------------------------
                                       Name: Elizabeth H. Minnella
                                       Title: Vice President and Director


US$150,000,000                     JPMORGAN CHASE BANK


                                   By: /s/ Joan M. Fitzgibbon
                                       -----------------------------------------
                                       Name: Joan M. Fitzgibbon
                                       Title: Managing Director

US$600,000,000    Total of the Letter of Credit Commitments

                                 Initial Lenders

Revolving Credit Commitment

US$212,500,000                     CITIBANK, N.A.


                                   By: /s/ Elizabeth H. Minnella
                                       -----------------------------------------
                                       Name: Elizabeth H. Minnella
                                       Title: Vice President and Director


US$212,500,000                     JPMORGAN CHASE BANK


                                   By: /s/ Joan M. Fitzgibbon
                                       -----------------------------------------
                                       Name: Joan M. Fitzgibbon
                                       Title: Managing Director

                                       61

<PAGE>

US$150,000,000                     BANK OF AMERICA, N.A.


                                   By: /s/ Thomas J. Kane
                                       -----------------------------------------
                                       Name: Thomas J. Kane
                                       Title: Principle


US$150,000,000                     BNP PARIBAS


                                   By: /s/ Nuala Marley
                                       -----------------------------------------
                                       Name: Nuala Marley
                                       Title: Director


                                   By: /s/ Todd Rodgers
                                       -----------------------------------------
                                       Name: Todd Rodgers
                                       Title: Vice President


US$50,000,000                      HSBC BANK USA


                                   By: /s/ Jeffrey Rothman
                                       -----------------------------------------
                                       Name: Jeffrey Rothman
                                       Title: Senior Banker


US$100,000,000                     HSBC BANK PLC


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


US$125,000,000                     LLOYDS TSB BANK PLC


                                   By: /s/ Windsor R. Davies
                                       -----------------------------------------
                                       Name: Windsor R. Davies
                                       Title: Director, Corporate Banking,
                                              USA D061


                                   By: /s/ Catherina Rankin
                                       -----------------------------------------
                                       Name: Catherina Rankin
                                       Title: Assistant Vice President,
                                              Corporate Banking, USA R027


US$125,000,000                     NATIONAL AUSTRALIA BANK LIMITED


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

                                       62

<PAGE>

US$100,000,000                     ABN AMRO BANK N.V.


                                   By: /s/ Frances O' R. Logan
                                       -----------------------------------------
                                       Name: Frances O' R. Logan
                                       Title: Senior Vice President


                                   By: /s/ Shilpa Parendekar
                                       -----------------------------------------
                                       Name: Shilpa Parendekar
                                       Title: Vice President


US$100,000,000                     DRESDNER BANK AG, NEW YORK BRANCH


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


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


US$100,000,000                     FLEET NATIONAL BANK


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


US$100,000,000                     THE BANK OF NOVA SCOTIA


                                   By: /s/ Ian A. Hodgart
                                       -----------------------------------------
                                       Name: Ian A. Hodgart
                                       Title: Authorized Signatory

                                       63

<PAGE>

US$75,000,000                      CREDIT LYONNAIS


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


US$50,000,000                      THE BANK OF NEW YORK


                                   By: /s/ John C. Lambert
                                       -----------------------------------------
                                       Name: John C. Lambert
                                       Title: Senior Vice President


US$50,000,000                      COMMONWEALTH BANK OF AUSTRALIA GRAND CAYMAN
                                   BRANCH


                                   By: /s/ K. Murray Regan
                                       -----------------------------------------
                                       Name: K. Murray Regan
                                       Title: Senior Vice President
                                              Client Origination


US$50,000,000                      WESTPAC BANKING CORPORATION


                                   By: /s/ Lisa Porter
                                       -----------------------------------------
                                       Name: Lisa Porter
                                       Title: Vice President


US$1,750,000,000        Total of the Revolving Credit Commitments

                                       64