<PAGE>   1
                                                                   EXHIBIT 10.14


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                              AMENDED AND RESTATED
                                CREDIT AGREEMENT

                                   dated as of
                                 April 18, 2000

                                      among

                         LIBERTY GROUP OPERATING, INC.,
                                  as Borrower,

                         LIBERTY GROUP PUBLISHING, INC.,
                            as the Parent Guarantor,

                            The LENDERS Party Hereto,



                               CITICORP USA, INC.,
                  as Administrative Agent and Swingline Lender,

                                 CITIBANK, N.A.,
                                as Issuing Bank,

                               DB ALEX. BROWN LLC
                              as Syndication Agent,

                             WELLS FARGO BANK, N.A.,
                             as Documentation Agent,

                                       and

                             BANK OF AMERICA, N.A.,
                                  as Co-Agent,

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



                            SALOMON SMITH BARNEY INC.
                      Arranger, Advisor and Sole Bookrunner



================================================================================

<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                           Page
                                                                                                           ----
<S>                                                                                                        <C>
ARTICLE I.          Definitions.............................................................................2

   Section 1.1.     Defined Terms...........................................................................2
   Section 1.2.     Classification of Loans and Borrowings.................................................31
   Section 1.3.     Terms Generally........................................................................31
   Section 1.4.     Accounting Terms; GAAP.................................................................32
   Section 1.5.     Terms Defined in the Uniform Commercial Code...........................................32

ARTICLE II.         The Credits............................................................................33

   Section 2.1.     Commitments; Conversion and Reallocation...............................................33
   Section 2.2.     Loans and Borrowings...................................................................34
   Section 2.3.     Requests for Borrowings................................................................35
   Section 2.4.     Swingline Loans........................................................................36
   Section 2.5.     Letters of Credit......................................................................38
   Section 2.6.     Funding of Borrowings..................................................................42
   Section 2.7.     Interest Elections.....................................................................43
   Section 2.8.     Termination and Reduction of Revolving Commitments.....................................45
   Section 2.9.     Repayment of Loans:  Evidence of Debt..................................................46
   Section 2.10.    Prepayment of Loans....................................................................48
   Section 2.11.    Fees...................................................................................50
   Section 2.12.    Interest...............................................................................51
   Section 2.13.    Alternate Rate of Interest.............................................................52
   Section 2.14.    Yield Protection.......................................................................53
   Section 2.15.    Taxes..................................................................................55
   Section 2.16.    Payments; Pro Rata Treatment; Sharing of Setoffs.......................................56
   Section 2.17.    Replacement of Lender..................................................................59

ARTICLE III.        Conditions.............................................................................59

   Section 3.1.     Effective Date.........................................................................59
   Section 3.2.     Each Credit Event......................................................................62

ARTICLE IV.         Representations and Warranties.........................................................63

   Section 4.1.     Organization; Powers...................................................................64
   Section 4.2.     Authorization; Enforceability..........................................................64
   Section 4.3.     Governmental Approvals; No Conflicts...................................................64
   Section 4.4.     Financial Condition; No Material Adverse Change........................................64
   Section 4.5.     Properties.............................................................................66
   Section 4.6.     Litigation and Environmental Matters...................................................67
   Section 4.7.     Compliance with Laws and Agreements....................................................68
   Section 4.8.     Investment and Holding Company Status..................................................68
   Section 4.9.     Taxes..................................................................................68
   Section 4.10.    ERISA..................................................................................68
</TABLE>


                                       i
<PAGE>   3

<TABLE>
<S>                                                                                                       <C>
   Section 4.11.    Disclosure.............................................................................68
   Section 4.12.    Subsidiaries...........................................................................68
   Section 4.13.    Solvency...............................................................................69
   Section 4.14.    The Collateral.........................................................................69
   Section 4.15.    Federal Reserve Regulations............................................................70

ARTICLE V.          Affirmative Covenants..................................................................71

   Section 5.1.     Financial Statements and Other Information.............................................71
   Section 5.2.     Notices of Material Events.............................................................73
   Section 5.3.     Regarding the Collateral...............................................................73
   Section 5.4.     Existence; Conduct of Business.........................................................75
   Section 5.5.     Payment of Obligations.................................................................75
   Section 5.6.     Maintenance of Properties..............................................................75
   Section 5.7.     Insurance..............................................................................75
   Section 5.8.     Casualty and Condemnation..............................................................75
   Section 5.9.     Books and Records; Inspection and Audit Rights.........................................75
   Section 5.10.    Compliance with Laws...................................................................76
   Section 5.11.    Use of Proceeds and Letters of Credit..................................................76
   Section 5.12.    Additional Borrower Subsidiaries.......................................................76
   Section 5.13.    Further Assurances.....................................................................77
   Section 5.14.    Fiscal Year............................................................................78

ARTICLE VI.         Negative Covenants.....................................................................78

   Section 6.1.     Indebtedness...........................................................................78
   Section 6.2.     Certain Interests and Liabilities......................................................79
   Section 6.3.     Liens..................................................................................80
   Section 6.4.     Fundamental Changes....................................................................81
   Section 6.5.     Investments; Acquisitions..............................................................81
   Section 6.6.     Asset Sales............................................................................83
   Section 6.7.     Hedging Agreements.....................................................................84
   Section 6.8.     Payment Restrictions...................................................................84
   Section 6.9.     Transactions with Affiliates...........................................................86
   Section 6.10.    Restrictive Agreements.................................................................86
   Section 6.11.    Amendment of Certain Documents.........................................................87
   Section 6.12.    Capital Expenditures...................................................................87
   Section 6.13.    Maximum Senior Leverage Ratio..........................................................87
   Section 6.14.    Minimum Cash Interest Coverage Ratio...................................................87
   Section 6.15.    Maximum Opco Leverage..................................................................88
   Section 6.16.    Maximum Holdco Leverage................................................................88
   Section 6.17.    Additional Subsidiaries................................................................88
   Section 6.18.    Liberty SMC L.L.C......................................................................88

ARTICLE VII.        Events of Default......................................................................88

   Section 7.1.     Events of Default......................................................................89

ARTICLE VIII.       The Administrative Agent  and Other Agents.............................................91
</TABLE>


                                       ii
<PAGE>   4

<TABLE>
<S>                                                                                                       <C>
   Section 8.1.     Appointment of Agents..................................................................91
   Section 8.2.     Same Rights and Powers.................................................................92
   Section 8.3.     No Duties or Obligations; Not Liable...................................................92
   Section 8.4.     Entitled to Rely.......................................................................92
   Section 8.5.     Sub-Agents; Related Parties............................................................93
   Section 8.6.     Resignation of Administrative Agent....................................................93
   Section 8.7.     Concerning the Collateral..............................................................93
   Section 8.8.     No Reliance............................................................................95

ARTICLE IX.         Miscellaneous..........................................................................95

   Section 9.1.     Notices................................................................................95
   Section 9.2.     Waivers; Amendments....................................................................96
   Section 9.3.     Expenses; Indemnity; Damage Waiver.....................................................97
   Section 9.4.     Successors and Assigns.................................................................99
   Section 9.5.     Survival..............................................................................101
   Section 9.6.     Counterparts; Integration; Effectiveness..............................................102
   Section 9.7.     Severability..........................................................................103
   Section 9.8.     Right of Setoff.......................................................................103
   Section 9.9.     Governing Law; Jurisdiction; Service of Process.......................................103
   Section 9.10.    WAIVER OF JURY TRIAL..................................................................104
   Section 9.11.    Headings..............................................................................104
   Section 9.12.    Confidentiality.......................................................................104
   Section 9.13.    Interest Rate Limitation..............................................................105
</TABLE>


                                      iii
<PAGE>   5

                                    EXHIBITS

Exhibit A                  Form of Assignment and Acceptance
Exhibit B                  Form of Compliance Certificate
Exhibit C                  Form of Perfection Certificate
Exhibit D                  Form of Perfection Notice
Exhibit E                  Form of Pricing Certificate
Exhibit F                  Form of Subsidiary Note
Exhibit G                  Form of Closing Certificate
Exhibit H                  Form of Opinion of Counsel for the Loan Parties
Exhibit I                  Form of Omnibus Consent
Exhibit J                  Certificate of Amendment to Amended and Restated
                           Certificate of Incorporation of Holdings


                                    SCHEDULES

Schedule 1.1-A             Restatement Effective Date Capitalization Table
Schedule 1.1-B             Specified Chicago Assets
Schedule 2.1               Lenders, Revolving Commitments and Term B Commitments
Schedule 4.5(a)            Personal Property Title Defects
Schedule 4.5(b)            Intellectual Property
Schedule 4.5(c)            Real Property (owned or leased)
Schedule 4.12              Subsidiaries
Schedule 4.14(b)           Pledged Collateral
Schedule 4.14(c)           Jurisdictions in which Financing Statements Filed
Schedule 4.14(d)           Trademarks and Copyrights


                                       iv
<PAGE>   6

                      AMENDED AND RESTATED CREDIT AGREEMENT

                  AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 18,
2000, among LIBERTY GROUP OPERATING, INC., a Delaware corporation (the
"Borrower"), LIBERTY GROUP PUBLISHING, INC., a Delaware corporation
("Holdings"), the LENDERS party hereto, CITICORP USA, INC., as Administrative
Agent and Swingline Lender, CITIBANK, N.A., as Issuing Bank, DB BANC ALEX. BROWN
LLC, as Syndication Agent, WELLS FARGO BANK, N.A., as Documentation Agent, and
BANK OF AMERICA, N.A., as Co-Agent.

                                    RECITALS

                  (1) The Borrower, Holdings, the Issuing Bank, the Syndication
Agent, the Documentation Agent, certain Lenders and the Administrative Agent
have heretofore entered into the Credit Agreement dated as of January 27, 1998,
as amended or otherwise modified to date (such Credit Agreement as so amended or
otherwise modified being the "Original Credit Agreement"), under which the
Lenders have made Revolving Loans (as defined in the Original Credit Agreement,
hereinafter the "Original Revolving Loans").

                  (2) The Obligations (as defined in the Original Credit
Agreement, hereinafter the "Original Obligations") of the Borrower and the other
Loan Parties under the Original Credit Agreement and the other Loan Documents
(as defined in the Original Credit Agreement, hereinafter the "Original Loan
Documents") are secured by Collateral (as defined in the Original Credit
Agreement, hereinafter the "Original Collateral") and are guaranteed or
supported or otherwise benefited by the Original Loan Documents.

                  (3) The parties hereto wish to amend and restate the Original
Credit Agreement to provide for (a) the Revolving Lenders (as hereinafter
defined) to make Revolving Loans (as hereinafter defined) to the Borrower from
time to time in an aggregate amount not to exceed at any time outstanding
$175,000,000, (b) the Issuing Bank to issue Letters of Credit (as hereinafter
defined) in an aggregate face amount of up to $10,000,000 at any one time
outstanding, (c) the Swingline Lender to make Swingline Loans to the Borrower in
an amount up to $10,000,000 at any one time outstanding, and (d) the Term B
Lenders (as hereinafter defined) to make Term B Loans (as hereinafter defined)
to the Borrower on the Restatement Effective Date in an aggregate principal
amount of $100,000,000, in each case on and subject to the terms and conditions
hereof.

                  (4) The parties hereto intend that (a) the Original
Obligations shall continue to exist under this Agreement, (b) the Original
Revolving Loans outstanding as of the Restatement Effective Date (as hereinafter
defined) shall be Loans under and as defined in this Agreement and any Letters
of Credit outstanding under the Original Credit Agreement on the Restatement
Effective Date shall be Letters of Credit under and as defined in this Agreement
and (c) the Original Collateral and the Original Loan Documents shall continue
to secure,

<PAGE>   7

guarantee, support and otherwise benefit the Original Obligations as well as the
other Obligations of the Borrower under this Agreement and the other Loan
Documents hereunder.

                  The Lenders, the Issuing Bank and the Swingline Lender are
willing to extend such credit to the Borrower on the terms and subject to the
conditions set forth herein.

                  ACCORDINGLY, the parties hereto agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

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

                  "ABR," when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Alternate Base Rate.

                  "ACQUIRED INDEBTEDNESS" means Indebtedness of any Person that
becomes a Borrower Subsidiary after the Original Effective Date, if such
Indebtedness was outstanding prior to the time such Person became a Borrower
Subsidiary and was not created in contemplation of or in connection with such
Person becoming a Borrower Subsidiary.

                  "ACQUISITION CONSIDERATION" means the purchase consideration
for any Permitted Acquisition and all other payments made and liabilities
incurred by any member of the Holdings Group in exchange for, or as part of, or
in connection with any Permitted Acquisition, whether paid in cash or by
exchange of assets or otherwise and whether payable at or prior to the
consummation of such Permitted Acquisition or deferred for payment at any future
time, whether or not any such future payment is subject to the occurrence of any
contingency, and includes any and all payments and liabilities representing the
purchase price and any assumptions of liabilities, "earn-outs' and other Profit
Payment Agreements, consulting agreements, services agreements and
non-competition agreements and other liabilities of every type and description.

                  "ADJUSTED LIBO RATE" means, with respect to any Eurodollar
Borrowing for any day in any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO
Rate for such Interest Period multiplied by (b) the then Eurodollar Reserve
Rate.

                  "ADJUSTED PRO FORMA EBITDA" means, for any period, Pro Forma
EBITDA for such period plus Approved Cost Adjustments for such period.

                  "ADMINISTRATIVE AGENT" means Citicorp USA, in its capacity as
administrative agent for the Lenders hereunder.


                                       2
<PAGE>   8

                  "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

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

                  "AGENTS" has the meaning assigned to such term in Section 8.1.

                  "ALTERNATE BASE RATE" means, for any day in any period, a
fluctuating interest rate per annum equal at all times for each day during such
period to the highest of (a) the rate of interest announced publicly by Citibank
in New York City from time to time as Citibank's base rate as in effect for such
day; or (b) the sum (adjusted to the nearest 0.25% or, if there is no nearest
0.25%, to the next higher 0.25%) of (i) 0.50% per annum plus (ii) the rate per
annum obtained by dividing (A) the latest three-week moving average of secondary
market morning offering rates in the United States for three-month certificates
of deposit of major United States money market banks, such three-week moving
average being determined weekly on each Monday (or, if such day is not a
Business Day, on the next succeeding Business Day) for the three-week period
ending on the previous Friday by Citibank on the basis of such rates reported by
certificate of deposit dealers to, and published by, the Federal Reserve Bank of
New York, or, if such publication shall be suspended or terminated, on the basis
of quotations for such rates received by Citibank from three New York
certificate of deposit dealers of recognized standing selected by Citibank, by
(B) a percentage equal to 100% minus the average of the daily percentages
specified during such three-week period by the Federal Reserve Board (or any
successor) for determining the maximum reserve requirement (including, but not
limited to, any emergency, supplemental or other marginal reserve requirement)
for Citibank in respect of liabilities which consist of or which include (among
other liabilities) three-month Dollar nonpersonal time deposits in the United
States each in the amount of at least $100,000 plus (iii) the average during
such three-week period of the annual assessment rates estimated by Citibank for
determining the then current annual assessment payable by Citibank to the
Federal Deposit Insurance Corporation (or any successor) for insuring Dollar
deposits of Citibank in the United States; or (c) 0.50% per annum above the
Federal Funds Rate for such day.

                  "APPLICABLE ABR MARGIN" and "APPLICABLE EURODOLLAR MARGIN"
mean, with respect to any Class of Loan and any ABR Loan or any Eurodollar Loan,
respectively, for any day in any Pricing Period, the applicable rate per annum
set forth below under the caption "ABR Spread" or "Eurodollar Spread,"
respectively, for such Class of Loan based upon the Cash Pay Debt Leverage Ratio
as of the most recent Pricing Determination Date, except that at all times
during the six-month period immediately following the Restatement


                                       3
<PAGE>   9

Effective Date the Applicable ABR Margin or Applicable Eurodollar Margin shall
be equal to the applicable rate per annum set forth below in Category 2:

<TABLE>
<CAPTION>
      CASH PAY DEBT LEVERAGE RATIO:          ABR SPREAD       ABR SPREAD       EURODOLLAR       EURODOLLAR
                                            FOR REVOLVING        FOR             SPREAD           SPREAD
                                            LOANS (P.A.)        TERM B       FOR REVOLVING          FOR
                                                                LOANS            LOANS         TERM B LOANS
                                                                (P.A.)           (P.A.)           (P.A.)
-----------------------------------------------------------------------------------------------------------
<S>                                         <C>               <C>            <C>               <C>
               CATEGORY 1
        Greater than 6.25 to 1.00               2.00%           2.50%            3.25%             3.75%
-----------------------------------------------------------------------------------------------------------
               CATEGORY 2
 Greater than 5.50 to 1.00 but less than
        or equal to 6.25 to 1.00                1.75%           2.25%            3.00%             3.50%
-----------------------------------------------------------------------------------------------------------
               CATEGORY 3
 Greater than 4.50 to 1.00 but less than
        or equal to 5.50 to 1.00               1.625%           2.25%            2.875%            3.50%
-----------------------------------------------------------------------------------------------------------
               CATEGORY 4
   Less than or equal to 4.50 to 1.00           1.50%           2.25%            2.75%             3.50%
===========================================================================================================
</TABLE>

                  For these purposes, (a) the Cash Pay Debt Leverage Ratio shall
be determined as of the last day of each fiscal quarter (a "Pricing
Determination Date") in each fiscal year of the Borrower and shall be certified
in a Pricing Certificate delivered to the Administrative Agent within 45 days
after such Pricing Determination Date, (b) the Applicable ABR Margin or
Applicable Eurodollar Margin determined on the basis of the Cash Pay Debt
Leverage Ratio certified as of any Pricing Determination Date in any Pricing
Certificate shall be effective for a period (a "Pricing Period") that commences
on the 46th day after such Pricing Determination Date and ends on the 45th day
after the next following Pricing Determination Date, and (c) if and whenever the
Borrower fails to deliver a Pricing Certificate for any Pricing Period prior to
the commencement of such Pricing Period, then for each day of such Pricing
Period until the first Business Day following the Business Day on which such
Pricing Certificate is delivered to the Administrative Agent, the Applicable ABR
Margin and Applicable Eurodollar Margin for each Class of Loan shall be the rate
per annum set forth above in Category 1.

                  "APPLICABLE REVOLVING PERCENTAGE" means, with respect to any
Revolving Lender, the percentage of the total Revolving Commitments represented
by such Lender's Revolving Commitment. If the Revolving Commitments have
terminated or expired, the Applicable Revolving Percentages shall be determined
based upon the Revolving Commitments most recently in effect, giving effect to
any assignments.

                  "APPLICABLE TERM B PERCENTAGE" means, with respect to any Term
B Lender at any time, the percentage of the aggregate principal amount of the
Term B Loans then outstanding represented by the principal amount of such
Lender's Term B Loans then outstanding.


                                       4
<PAGE>   10

                  "APPROPRIATE LENDER" means, at any time, (a) with respect to
the Term B Facility, a Term B Lender, (b) with respect to the Revolving
Facility, a Revolving Lender, (c) with respect to the Letter of Credit
Subfacility, (i) the Issuing Bank and (ii) any other Revolving Lender that has
paid on any LC Disbursement outstanding at such time pursuant to Section 2.5,
and (d) with respect to the Swingline Facility, (i) the Swingline Lender and
(ii) any other Revolving Lender that has funded its participation in any
Swingline Loans outstanding at such time pursuant to Section 2.4.

                  "APPROVED COST ADJUSTMENTS" means, for any period, charges
against the income of any business or Person acquired in a Permitted Acquisition
for the portion of such period prior to the consummation of such Permitted
Acquisition, to the extent such charges are taken into account in the
computation of Pro Forma EBITDA pursuant to the provisions of clause (b) in the
definition of "Pro Forma EBITDA," but only if and to the extent such charges
either (a) would be adjusted pursuant to Article 11 of Regulation S-X of the
Securities and Exchange Commission subject to agreed upon procedures to be
performed by the Borrower's independent accountants, if within 60 days after the
consummation of such Permitted Acquisition the Borrower delivers to the
Administrative Agent and the Lenders a certificate signed by a Financial Officer
of the Borrower describing such adjustments in reasonable detail and stating
that such procedures have been performed by such Financial Officer and that such
adjustments are permitted under Article 11 of Regulation S-X, or (b) reflect
cost savings attributable to termination of non-recurring costs (such as costs
of employee compensation or raw materials) by the Borrower or any Borrower
Subsidiary after the consummation of such Permitted Acquisition, if (i) within
60 days after the consummation of such Permitted Acquisition the Borrower
delivers to the Administrative Agent and the Lenders a certificate signed by a
Financial Officer of the Borrower describing such non-recurring costs in
reasonable detail and stating when such costs were, or are to be, terminated,
and (ii) the Borrower does not receive written notice given by the
Administrative Agent or the Required Lenders at any time during the period of
five Business Days after their receipt of the certificate referred to in clause
(i) of this clause (b), to the effect that the Administrative Agent or the
Required Lenders have determined, in their sole and individual discretion, that
such cost savings have not been satisfactorily demonstrated and shall not
constitute Approved Cost Adjustments.

                  "ARRANGER" means SSBI.

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

                  "ATTRIBUTABLE REVENUES" means, for any period and as to any
assets or Borrower Subsidiary, that portion of the revenues of Holdings and its
consolidated Subsidiaries that was earned by or derived from the business in
which such assets were used or generated or the business conducted by such
Borrower Subsidiary.


                                       5
<PAGE>   11

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

                  "BORROWER" means Liberty Group Operating, Inc., a Delaware
corporation.

                  "BORROWER PLEDGE AND SECURITY AGREEMENT" means the Pledge and
Security Agreement dated as of January 27, 1998, entered into by the Borrower
and the Administrative Agent for the benefit of the holders of Obligations, as
reaffirmed by the Omnibus Consent and as amended, supplemented or otherwise
modified from time to time in accordance with this Agreement.

                  "BORROWER SUBSIDIARY" means any subsidiary of the Borrower.

                  "BORROWING" means (a) Loans of the same Class and Type, made,
converted or continued on the same date and, in the case of Eurodollar Loans, as
to which a single Interest Period is in effect or (b) a Swingline Loan.

                  "BORROWING REQUEST" means a request by the Borrower for a
Borrowing in accordance with Section 2.3.

                  "BUSINESS DAY" means any day that is not (a) a Saturday,
Sunday, (b) any other day on which commercial banks in New York City are
authorized or required by law to remain closed (c) or, when used in connection
with a Eurodollar Loan, a day on which banks are not open for dealings in dollar
deposits in the London interbank market.

                  "CAPITAL EXPENDITURES" means, for any period, any and all
expenditures made by any member of the Holdings Group in such period for assets
added to or reflected in its property, plant and equipment accounts or other
similar capital asset accounts on a balance sheet statement prepared in
accordance with GAAP, whether such asset is purchased for cash or financed as an
account payable or by the incurrence of Indebtedness or otherwise, except (a)
any such expenditure made with (or in the amount of) the proceeds of insurance,
condemnation awards (or payment in lieu thereof) or indemnity payments received
from third parties for purposes of replacing or repairing the assets in respect
of which such proceeds, awards or payments were received, so long as such
expenditures are made within 18 months of the occurrence of the damage to or
loss of the assets being repaired or replaced, (b) any such expenditure made
with (or in the amount of) the proceeds of disposition of real property,
printing presses or other assets (other than the Specified Chicago Assets)
otherwise permitted hereunder (but in each case only if such disposition results
in receipt by the Borrower or a Wholly-Owned Subsidiary of Borrower of gross
cash proceeds of at least $250,000) so long as such expenditures are made within
18 months of such disposition and except that, for purposes of determining
compliance with Section 6.12 hereof, the amount of any Specified Chicago Capital
Expenditures shall be excluded and (c) expenditures constituting payment of
Acquisition Consideration.

                  "CAPITAL LEASE OBLIGATIONS" of any Person means the
obligations of such Person to pay rent or other amounts under any lease of (or
other arrangement conveying the


                                       6
<PAGE>   12

right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP.

                  "CASH INTEREST COVERAGE RATIO" means, as of any day, the ratio
of (i) Consolidated EBITDA for the 12-month period then ended (taken as a single
period) to (ii) Consolidated Cash Interest Expense for such period.

                  "CASH PAY DEBT LEVERAGE RATIO" means, as of any day, the ratio
of: (a) without duplication, all Cash Pay Indebtedness of Holdings, the Borrower
and the Borrower Subsidiaries (except Indebtedness of the Borrower to a
Wholly-Owned Borrower Subsidiary, of a Wholly-Owned Borrower Subsidiary to the
Borrower or of Holdings to the Borrower) to (b) Pro Forma EBITDA for the
12-month period then ended (taken as a single accounting period).

                  "CASH PAY INDEBTEDNESS" of any Person as of any date of
determination, means all Indebtedness of such Person that requires current
interest thereon to be paid in cash or with respect to which interest is
accruing that is payable in cash.

                  "CERCLA" means the Comprehensive Environmental Response,
Compensation, and Liability Act, 42 U.S.C. Section9601 et seq.

                  "CHANGE IN CONTROL" means, at any time, (a) the failure of GEI
II and GEI III to own in the aggregate, directly or indirectly, beneficially or
of record, shares representing in excess of 50% of the aggregate ordinary voting
power represented by the issued and outstanding capital stock of Holdings; (b)
the failure of LG&P (or any Affiliate thereof) to act as the sole general
partner of each of GEI II and GEI III; (c) a majority of the directors of
Holdings are Persons who were neither nominated by the board of directors of
Holdings nor appointed by directors so nominated; (d) a majority of the
directors of the Borrower are Persons who were neither nominated by the board of
directors of Borrower or Holdings nor appointed by directors so nominated; (e)
the acquisition of direct or indirect Control of Holdings or the Borrower by any
Person or group other than LG&P (or a limited partnership fund for which LG&P or
any Affiliate thereof acts as the sole general partner); (f) the failure of
Holdings to own directly or indirectly 100% of the outstanding Equity Interests
in the Borrower, free and clear of all Liens (other than Liens under the Loan
Documents); or (g) the occurrence of any event that constitutes a "Change of
Control," as such term is defined in the Senior Subordinated Note Indenture or
the Discount Debenture Indenture.

                  "CHANGE IN LAW" means (a) the adoption of any law, rule or
regulation after the date of this Agreement, (b) any change in any law, rule or
regulation or in the interpretation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender or
the Issuing Bank (or, for purposes of Section 2.14(b), by any lending office of
such Lender or by such Lender's or the Issuing Bank's holding company, if any)
with any request, guideline or directive (whether or not


                                       7
<PAGE>   13

having the force of law) of any Governmental Authority made or issued after the
date of this Agreement.

                  "CITIBANK" means Citibank, N.A., a national banking
association.

                  "CITICORP USA" means Citicorp USA, Inc., a Delaware
corporation.

                  "CLASS," when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are
Revolving Loans or Term B Loans.

                  "CO-AGENT" means Bank of America, N.A., in its capacity as
co-agent for the Lenders hereunder.

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

                  "COLLATERAL" means any and all property upon which any Lien in
favor of the Administrative Agent is purported to be granted pursuant to any
Security Document.

                  "COMPLIANCE CERTIFICATE" means a certificate in substantially
the form of Exhibit B or any other form approved by the Administrative Agent,
signed by a Financial Officer of the Borrower.

                  "CONSOLIDATED EBITDA" means, for any period, (a) Consolidated
Net Income for such period plus, (b) without duplication and to the extent
deducted from revenues in determining Consolidated Net Income, the sum of (i)
Consolidated Interest Expense for such period, (ii) charges for income tax
expense for such period, and (iii) charges for depreciation and amortization for
such period minus (c) without duplication and to the extent added to revenues in
determining Consolidated Net Income for such period, all extraordinary and
nonrecurring gains and all non-cash gains during such period, all as determined
on a consolidated basis with respect to the Borrower and the Borrower
Subsidiaries in accordance with GAAP and plus (d) without duplication and to the
extent charged against revenues in determining Consolidated Net Income for such
period, all extraordinary and nonrecurring losses and all non-cash losses during
such period, all as determined on a consolidated basis with respect to the
Borrower and the Borrower Subsidiaries in accordance with GAAP.

                  "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
(a) Consolidated Interest Expense for such period, plus (b) all interest expense
of Holdings and all other charges that would be added to Consolidated Interest
Expense if Consolidated Interest Expense were determined on a consolidated basis
for Holdings and its Subsidiaries (rather than the Borrower and the Borrower
Subsidiaries), minus (c) to the extent taken into account in determining such
Consolidated Interest Expense, all charges in such period for accretion or
amortization of (i) original issue discount for the Discount Debentures, (ii)
capitalized closing fees and costs of the Financing Transactions, or (iii)
capitalized


                                       8
<PAGE>   14

closing fees and costs of the issuance and sale of Senior Subordinated Notes and
the Discount Debentures.

                  "CONSOLIDATED INTEREST EXPENSE" means, for any period, all
interest expense, whether currently incurred or previously incurred and
capitalized (including amortization of debt issuance costs, original issue
discount, interest paid in kind and the interest component in respect of Capital
Lease Obligations), accrued or paid by the Borrower and the Borrower
Subsidiaries during such period, determined on a consolidated basis in
accordance with GAAP and in any event including (i) interest, commitment fees,
letter of credit fees, agent fees, closing fees and all other costs and expenses
under or in respect of this Agreement, (ii) interest, accretion or amortization
of original issue discount, underwriting discounts, closing fees and costs and
registration rights costs and liquidated damages in respect of the Senior
Subordinated Notes and all other Indebtedness of the Borrower or any Borrower
Subsidiary, (iii) to the extent payable in cash, all interest accruing on the
Discount Debentures, and (iv) costs of interest rate Hedging Agreements.

                  "CONSOLIDATED NET INCOME" means, for any period, net income or
loss of the Borrower and the Borrower Subsidiaries for such period determined on
a consolidated basis in accordance with GAAP, excluding (a) the income (if
positive) of any Partially-Owned Subsidiary or any other Person in which any
Person other than a Loan Party has any interest, except to the extent of the
amount of dividends or other distributions actually paid to the Borrower or a
Wholly-Owned Borrower Subsidiary by such Person during such period, and (b) the
income (or loss) of any Person accrued prior to the date it becomes a Subsidiary
or is merged into or consolidated with any member of the Holdings Group or the
date that Person's assets are acquired by any member of the Holdings Group.

                  "CONTROL" means the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or
otherwise. The terms "Controlling" and "Controlled" have meanings correlative
thereto.

                  "COPYRIGHT SECURITY AGREEMENT" means the Copyright Security
Agreement dated as of January 27, 1998, as reaffirmed by the Omnibus Consent and
as amended, supplemented or otherwise modified from time to time in accordance
with this Agreement.

                  "CURRENT ASSETS" of any Person means all assets of such Person
that would, in accordance with GAAP, be classified as current assets of a
company conducting a business the same as or similar to that of such Person,
after deducting adequate reserves in each case in which a reserve is proper in
accordance with GAAP.

                  "CURRENT LIABILITIES" of any Person means (a) all Indebtedness
of such Person that by its terms is payable on demand or matures within one year
after the date of determination (excluding any Indebtedness renewable or
extendible, at the option of such Person, to a date more than one year from such
date or arising under a revolving credit or similar agreement that obligates the
lender or lenders to extend credit during a period of


                                       9
<PAGE>   15

more than one year from such date) and (b) all other items (including taxes
accrued as estimated) that in accordance with GAAP would be classified as
current liabilities of such Person.

                  "DEBT ISSUANCE DOCUMENTS" means the Purchase Agreements dated
as of January 15, 1998 and the Registration Rights Agreements dated as of
January 27, 1998 in the form delivered to the Lenders under the Original Credit
Agreement prior to the Original Effective Date, as so delivered and amended from
time to time thereafter in compliance with Section 6.11.

                  "DEFAULT" means any event or condition that constitutes an
Event of Default or that upon notice or lapse of time (or both) would become an
Event of Default.

                  "DEFERRED ACQUISITION CONSIDERATION" means, as to any
Permitted Acquisition effective at the consummation thereof, all Acquisition
Consideration for such Permitted Acquisition except Acquisition Consideration
that was paid in cash or by transfer of assets at or prior to the consummation
of such Permitted Acquisition.

                  "DISCLOSED MATTERS" means any matter described in this
Agreement or any Schedule attached hereto.

                  "DISCOUNT DEBENTURE INDENTURE" means the Indenture dated as of
January 27, 1998, between Holdings and State Street Bank and Trust Company, as
Trustee, as in effect on the Original Effective Date and amended from time to
time thereafter in compliance with Section 6.11 of this Agreement or Section
6.11 of the Original Credit Agreement.

                  "DISCOUNT DEBENTURES" means any and all securities issued and
outstanding under the Discount Debenture Indenture.

                  "DISQUALIFIED STOCK" means, as to any Person, all outstanding
Equity Interests issued by such Person or by any Affiliate of such Person:

                  (a)      that such Person is, or upon the lapse of any period
of time or occurrence of any event (including consent thereto by any creditor of
such Person) might become, obligated to redeem, purchase or exchange for cash or
Indebtedness or any other form of consideration except (i) an undertaking to
exchange such Equity Interests solely for Equity Interests that are issued by
Holdings and do not constitute Disqualified Stock, (ii) an undertaking by
Holdings to redeem preferred Equity Interests issued by it on any date occurring
after the ninth anniversary of the Original Effective Date, if such redemption
is permitted at the time under any and all indentures and agreements governing
Indebtedness of Holdings or the Borrower then outstanding and if such redemption
obligation is subordinated to such Indebtedness on the terms set forth in the
Holdings Certificate of Designations as in effect on the Original Effective
Date, and (iii) an undertaking by Holdings to purchase preferred Equity
Interests issued by it upon the occurrence of a "Change of Control," as such
term is defined in the Holdings Certificate of Designations, if


                                       10
<PAGE>   16

such undertaking can become enforceable only if permitted under this Agreement
and any and all indentures and agreements governing Indebtedness of Holdings
and, if it becomes enforceable, is subordinated to all Indebtedness of Holdings
or the Borrower then outstanding on the terms set forth in the Holdings
Certificate of Designations as in effect on the Original Effective Date, or

                  (b)      in respect of which such Person is, or upon the lapse
of any period of time or occurrence of any event (including consent thereto by
any creditor of such Person) might become, obligated to pay dividends or make
distributions except dividends and distributions that are to be paid or made
solely by issuance of Equity Interests that are issued by Holdings and do not
constitute Disqualified Stock.

                  "DOCUMENTATION AGENT" means Wells Fargo Bank, N.A., in its
capacity as documentation agent for the Lenders.

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

                  "ENVIRONMENTAL LAWS" means all laws, rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by or with any Governmental
Authority, relating in any way to the environment, preservation or reclamation
of natural resources, handling, treatment, storage, disposal, Release or
threatened Release of any Hazardous Material or to health and safety matters.

                  "ENVIRONMENTAL LIABILITY" means any liability, contingent or
otherwise (including any liability for damages, natural resource damage, costs
of environmental remediation, administrative oversight costs, fines, penalties
or indemnities), of any member of the Holdings Group directly or indirectly
resulting from or based upon (a) violation of any Environmental Law, (b) the
generation, use, handling, transportation, storage, treatment or disposal of any
Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

                  "EQUITY DOCUMENTS" means (i) the Amended and Restated
Certificate of Incorporation of Holdings, a copy of which is attached as Exhibit
E-1 to the Original Credit Agreement, as amended by Certificates of Amendment to
Amended and Restated Certificate of Incorporation of Holdings, filed with the
Secretary of State of the State of Delaware on March 27, 2000 and April 18, 2000
a, a copy of which is attached as Exhibit J hereto, (ii) the Certificate of
Incorporation of the Borrower, a copy of which is attached as Exhibit E-2 to the
Original Credit Agreement, (iii) the By-laws of Holdings, a copy of which is
attached as Exhibit E-3 to the Original Credit Agreement, (iv) the By-Laws of
the Borrower, a copy of which is attached as Exhibit E-4 to the Original Credit
Agreement, (v) the Holdings Certificate of Designations, a copy of which is
attached as Exhibit E-5 to the Original Credit Agreement, and (vi) the
resolutions of the board of directors of each Loan Party authorizing the
Financing Transactions adopted on or prior to the Original Effective Date, in
each case


                                       11
<PAGE>   17

as in effect on the Original Effective Date and amended from time to time
thereafter in compliance with Section 6.11 of this Agreement or Section 6.11 of
the Original Credit Agreement and (vii) the Stock Purchase Agreement, dated as
of April 18, 2000, between Holdings and GEI III, as amended, supplemented or
otherwise modified from time to time in accordance with this Agreement.

                   "EQUITY INTERESTS" means, with respect to any Person, any
capital stock of such Person or membership interests, partnership interests
(whether general or limited) or other equity interests in such Person,
regardless of type, class, preference or designation, and all warrants, options,
purchase rights, conversion or exchange rights, voting rights, calls or claims
of any character with respect thereto, in each case whether outstanding on the
Original Effective Date or issued or granted at any time thereafter.

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

                  "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that, together with the Borrower, is (or at any relevant time was)
treated as a single employer under Section 414(b) or (c) of the Code or, solely
for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as
a single employer under Section 414 of the Code.

                  "ERISA EVENT" means (a) any "reportable event," as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to a
Plan, other than an event for which the 30-day notice period is waived (except
that a reportable event arising from the disqualification of a Plan or the
distress termination of a Plan under Section 4041(c) of ERISA shall be an ERISA
Event without regard to any waiver of notice provided by the PBGC by regulation
or otherwise); (b) the existence with respect to any Plan of an "accumulated
funding deficiency" (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the
Code or Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the receipt by any Loan Party or
any of its ERISA Affiliates from the PBGC or a plan administrator of any notice
relating to an intention by the PBGC to terminate any Plan or Plans or to
appoint a trustee to administer any Plan; (e) the incurrence by any Loan Party
or any of its ERISA Affiliates of any liability with respect to the withdrawal
or partial withdrawal from any Plan or Multiemployer Plan; if such liability is
in a material amount or has, or would reasonably be expected to have, a Material
Adverse Effect; (f) the cessation of operations at a facility of any Loan Party
or any of its ERISA Affiliates in the circumstances described in Section 4062(e)
of ERISA; (g) fulfillment with respect to any Plan of the conditions for
imposition of a Lien under Section 302(f) of ERISA; (h) adoption of an amendment
to a Plan requiring the provision of security to such Plan pursuant to Section
307 of ERISA; or (i) the receipt by any Loan Party or any of its ERISA
Affiliates of any notice that a Multiemployer Plan with respect to which any
Loan Party or its ERISA Affiliate has a contribution obligation is, or is
expected to be, terminated, insolvent or in reorganization, within the meaning
of Title IV of ERISA.


                                       12
<PAGE>   18

                  "EURODOLLAR," when used in reference to any Loan or Borrowing,
refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

                  "EURODOLLAR RESERVE RATE" means, at any time, a fraction
(expressed as a decimal), the numerator of which is the number one and the
denominator of which is the number one minus the aggregate (expressed as a
decimal) of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) established by the Board and then in effect
as to Citibank or any Lender or any other bank that is a member bank of the
Federal Reserve System for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D. For
purposes solely of the compensation required by Section 2.14(e), Eurodollar
Loans shall be deemed to constitute eurocurrency funding and to be subject to
such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under such
Regulation D or any comparable regulation and without regard to whether any
Lender actually obtains or maintains eurocurrency funding for its Eurodollar
Loans. The Eurodollar Reserve Rate shall be adjusted automatically on and as of
the effective date of any change in any reserve percentage.

                  "EVENT OF DEFAULT" has the meaning assigned to such term in
Section 7.1.

                  "EXCESS CASH FLOW" means, for any period, the sum of (i)
Consolidated Net Income for such period plus (ii) the aggregate amount of all
non-cash charges deducted in arriving at such Consolidated Net Income plus (iii)
if there was a net increase in consolidated Current Liabilities of the Borrower
and the Borrower Subsidiaries during such period, the amount of such net
increase plus (iv) if there was a net decrease in consolidated Current Assets
(excluding cash and Permitted Cash Investments) of the Borrower and the Borrower
Subsidiaries during such period, the amount of such net decrease plus (v) an
amount equal to the aggregate net loss on the disposition of assets by the
Borrower and the Borrower Subsidiaries during such period to the extent included
at arriving at Consolidated Net Income plus (vi) an amount equal to the cash
proceeds received by Holdings, the Borrower and the Borrower Subsidiaries during
such period from the sale of stock of Holdings, the Borrower or any Borrower
Subsidiary to employees of Holdings, the Borrower and the Borrower Subsidiaries
plus (vii) if there was a net decrease in the current portion of long term
Indebtedness of the Borrower and the Borrower Subsidiaries, the amount of such
net decrease, less (viii) the aggregate amount of all non-cash credits and other
non-cash gains included in arriving at such Consolidated Net Income (or loss)
less (ix) if there was a net decrease in consolidated Current Liabilities of the
Borrower and the Borrower Subsidiaries during such period, the amount of such
net decrease less (x) if there was a net increase in consolidated Current Assets
(excluding cash and Permitted Cash Investments) of the Borrower and the Borrower
Subsidiaries during such period, the amount of such net increase less (xi) cash
Capital Expenditures of the Borrower and the Borrower Subsidiaries during such
period to the extent permitted under Section 6.12, less (xii) if there was a net
increase in the current portion of long term Indebtedness of the Borrower and
the Borrower


                                       13
<PAGE>   19

Subsidiaries, the amount of such net increase, less (xiii) Acquisition
Consideration (other than any Indebtedness (except Revolving Loans) assumed or
incurred in connection with such Permitted Acquisitions) actually paid by the
Borrower and the Borrower Subsidiaries during such period in connection with
Permitted Acquisitions less, (xiv) without duplication, Acquisition
Consideration (other than any Indebtedness (except Revolving Loans) assumed or
incurred in connection with such Permitted Acquisitions) required pursuant to a
binding letter of intent to be paid, and actually paid, by the Borrower and the
Borrower Subsidiaries on or before the date that is 90 days after the last day
of such period in connection with Permitted Acquisitions; provided that each
such Permitted Acquisition is consummated on or before the date that is 90 days
after the last day of such period less (xv) the amount of any optional
prepayments and scheduled payments of Term Loans, the amount of any optional
prepayments of Revolving Loans (but only to the extent of any corresponding
permanent reduction of the Revolving Commitments) and the amount of any
scheduled payments of other Indebtedness permitted hereunder during such period
less (xvi) an amount equal to the aggregate net gain on the disposition of
assets by the Borrower and the Borrower Subsidiaries during such period to the
extent included in arriving at Consolidated Net Income and less (xvii) an amount
equal to the sum of all cash Restricted Payments made by Holdings during such
period pursuant to Section 6.8(a)(v).

                  "EXCLUDED ASSETS" means (a) rights, licenses and franchises
granted by any Governmental Authority in which it is unlawful to create a Lien,
(b) any leasehold interest in real estate, except the tenant's interest in
Fixtures thereon, and (c) any owned real estate, except Fixtures thereon.

                  "EXCLUDED TAXES" means, with respect to the Agents, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (b) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (c) in the case
of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.17), any withholding tax that is imposed on amounts
payable to such Foreign Lender at the time such Foreign Lender becomes a party
to this Agreement (or designates a new lending office) or is attributable to
such Foreign Lender's failure to comply with Section 2.15(e), except to the
extent that such Foreign Lender (or its assignor, if any) was entitled, at the
time of designation of a new lending office (or assignment), to receive
additional amounts from the Borrower with respect to such withholding tax
pursuant to Section 2.15(a).

                  "FACILITIES" means the Revolving Facility and the Term B
Facility.

                  "FEDERAL FUNDS RATE" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1 %) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds


                                       14
<PAGE>   20

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

                  "FINANCIAL OFFICER" means, with respect to any Loan Party, the
chief executive officer or the chief financial officer of such Loan Party.

                  "FINANCING TRANSACTIONS" means the execution, delivery and
performance by each Loan Party of the Loan Documents to which it is to be a
party, the borrowing, conversion and continuation of Loans on or at any time
after the Original Effective Date and the use of the proceeds thereof and the
issuance of Letters of Credit on or at any time after the Original Effective
Date.

                  "FOREIGN LENDER" means any Lender that is organized under the
laws of a jurisdiction other than that in which the Borrower is located. For
purposes of this definition, the United States of America, each State thereof
and the District of Columbia shall be deemed to constitute a single
jurisdiction.

                  "GAAP" means generally accepted accounting principles in the
United States of America.

                  "GEI II" means Green Equity Investors II, L.P., an investment
fund controlled by LG&P.

                  "GEI III" means Green Equity Investors III, L.P., an
investment fund controlled by LG&P.

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

                  "GUARANTOR PLEDGE AND SECURITY AGREEMENT" means the Pledge and
Security Agreement dated as of January 27, 1998, entered into by the Guarantors
and the Administrative Agent for the benefit of the holders of Obligations, as
reaffirmed by the Omnibus Consent and as amended, supplemented or otherwise
modified from time to time in accordance with this Agreement.

                  "GUARANTORS" means Holdings and each Borrower Subsidiary that
has executed a counterpart of the Guaranty, Indemnity and Subordination
Agreement.

                  "GUARANTY" of or "GUARANTEE" by any Person (the "guarantor")
means any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic


                                       15
<PAGE>   21

effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly (except
endorsements for collection or deposit in the ordinary course of business), and
shall include any obligation of the guarantor, direct or indirect, (a) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or
obligation.

                  "GUARANTY, INDEMNITY AND SUBORDINATION AGREEMENT" means the
Guaranty, Indemnity and Subordination Agreement dated as of January 27, 1998,
entered into by the Guarantors for the benefit of the holders of Obligations and
other Beneficiaries described therein, as reaffirmed by the Omnibus Consent and
as amended, supplemented or otherwise modified from time to time in accordance
with this Agreement.

                  "HAZARDOUS MATERIALS" means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos
containing materials, polychlorinated biphenyls, radon gas, infectious or
medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law, including any material listed as a hazardous
substance under Section 101(14) of CERCLA.

                  "HEDGING AGREEMENT" means any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                  "HOLDINGS" means Liberty Group Publishing, Inc., a Delaware
corporation.

                  "HOLDINGS CERTIFICATE OF DESIGNATIONS" means the Certificate
of Designations of the Powers, Preferences, and Relative Participating, Optional
and Other Special Rights of Series A 14-3/4% Senior Redeemable Exchangeable
Cumulative Preferred Stock and Series B Junior Redeemable Cumulative Preferred
Stock, and Qualifications, Limitations and Restrictions Thereof, adopted by
Holdings on or about January 23, 1998 as amended by that certain Certificate of
Amendment to Amended and Restated Certificate of Incorporation of Holdings, a
copy of which is attached as Exhibit J.

                  "HOLDINGS GROUP" means, collectively, Holdings and the
Subsidiaries, including the Borrower.

                  "HOLDINGS NOTE" means a promissory note of Holdings payable to
the Borrower in substantially the form of a Subsidiary Note with such conforming
changes thereto, or in such other form, as shall be agreed to by the
Administrative Agent.


                                       16
<PAGE>   22

                  "INDEBTEDNESS" of any Person means, without duplication, (a)
all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all
obligations of such Person upon which interest charges are customarily paid, (d)
all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (e) all Deferred
Acquisition Consideration (counted at the face amount thereof, without any
discount or allowance or reduction for any imputed interest, original issue
discount or present value discount or for any payment contingency) and all
obligations of such Person in respect of the deferred purchase price of property
or services, but excluding current accounts payable incurred in the ordinary
course of business or (if so incurred prior to a Permitted Acquisition) assumed
in a Permitted Acquisition, (f) all obligations of such Person or any other
Person secured by (or for which the holder of such obligation has an existing
right, contingent or otherwise, to be secured by) any Lien (except a Permitted
Encumbrance) on property then owned or thereafter to be acquired by such Person,
whether or not such Person has assumed liability for the payment of such
obligations, (g) all Guaranties by such Person of Indebtedness of any other
Person, (h) all Capital Lease Obligations of such Person, (i) all obligations of
such Person, contingent or otherwise, in respect of letters of credit (including
all LC Exposure), letters of guaranty or bankers acceptances, (j) all
obligations of such Person, contingent or otherwise, in respect of Hedging
Agreements, (k) all obligations of such Person, contingent or otherwise, under
Profit Payment Agreements, and (l) all Equity Interests that are, as to such
Person, Disqualified Stock.

                  "INDEMNIFIED TAXES" means Taxes other than Excluded Taxes.

                  "INFORMATION MEMORANDUM" means the Information Memorandum
regarding the Facilities dated March 2000 distributed to the Lenders.

                  "INTEREST ELECTION REQUEST" means a request by the Borrower to
convert or continue a Borrowing in accordance with Section 2.7.

                  "INTEREST PAYMENT DATE" means (a) with respect to any ABR Loan
(other than a Swingline Loan), the last day of each month, (b) with respect to
any Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration after the first day of such Interest Period, and (c) with
respect to any Swingline Loan, the last day of each month or, if earlier, the
day on which such Loan is required to be repaid.

                  "INTEREST PERIOD" means, with respect to any Eurodollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect, except that (a) if any
Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which


                                       17
<PAGE>   23

case such Interest Period shall end on the next preceding Business Day and (b)
any Interest Period that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period. For these purposes, the date of
a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

                  "INVESTMENT" means any purchase or acquisition of any Equity
Interest in any Person, any merger or consolidation with any Person, any
purchase of the assets of a business from any Person, any loan or advance to any
Person, any Guaranty of any Indebtedness or any other liability of any Person,
any purchase or acquisition of any Indebtedness or any other liability of any
Person, and any other transaction described in or restricted pursuant to Section
6.5.

                  "ISSUING BANK" means Citibank, in its capacity as the issuer
of Letters of Credit hereunder, and its successors in such capacity as provided
in Section 2.5(i). The Issuing Bank may, in its discretion, arrange for one or
more Letters of Credit to be issued by Affiliates of the Issuing Bank, in which
case the term "Issuing Bank" shall include any such Affiliate with respect to
Letters of Credit issued by such Affiliate.

                  "LC AVAILABILITY PERIOD" means the period from and including
the Restatement Effective Date to but excluding the earlier of (a) the date that
is five Business Days prior to the Revolving Credit Maturity Date and (b) the
date of termination of the Revolving Commitments.

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

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

                  "LENDERS" means the Persons listed on Schedule 2.1 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lender.

                  "LETTER OF CREDIT" means any letter of credit issued pursuant
to this Agreement.

                  "LG&P" means Leonard Green & Partners, L.P., a Delaware
limited partnership.


                                       18
<PAGE>   24

                  "LIBO RATE" means, with respect to any Eurodollar Borrowing
for any Interest Period, the rate appearing on Page 3750 of the Telerate Service
(or on any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate at which dollar
deposits of $5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of Citibank in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

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

                  "LOAN DOCUMENTS" means this Agreement, each promissory note
issued pursuant to Section 2.9(f), the Letters of Credit, the Guaranty,
Indemnity and Subordination Agreement, the Security Documents, the Omnibus
Consent and each other certificate, instrument or agreement executed and
delivered by any Loan Party in favor of the Administrative Agent, Issuing Bank
or any Lender pursuant to the provisions hereof or thereof.

                  "LOAN PARTIES" means the Borrower and the Guarantors.

                  "LOANS" means the loans made (or continued) by the Lenders to
the Borrower pursuant to this Agreement.

                  "MANAGEMENT AGREEMENT" means the Management Services Agreement
dated as of April 18, 2000, between the Borrower and LG&P, as in effect on, and
executed and delivered to the Administrative Agent prior to or concurrently
with, the Restatement Effective Date, as amended from time to time thereafter in
compliance with Section 6.11.

                  "MARGIN STOCK" has the meaning assigned to such term in
Regulation U.

                  "MATERIAL ADVERSE EFFECT" means a material adverse effect on
(a) the business, operations, property, assets, prospects or condition,
financial or otherwise, of Holdings and the Subsidiaries, taken as a whole, or
the Borrower and Borrower Subsidiaries, taken as a whole, (b) the ability of the
Borrower to pay the Obligations or perform its agreements under the Loan
Documents, or (c) the validity or enforceability of this


                                       19
<PAGE>   25

Agreement or any of the other Loan Documents or any of the material rights or
remedies of the Administrative Agent, the Issuing Bank or any Lender hereunder
or thereunder.

                  "MATERIAL INDEBTEDNESS" means Indebtedness (other than the
Loans and Letters of Credit), or obligations in respect of one or more Hedging
Agreements, of any one or more of Holdings, the Borrower and the Subsidiaries in
an aggregate principal amount exceeding $5,000,000. For purposes of determining
the amount of Material Indebtedness at any time, the "principal amount" of the
obligations of Holdings, the Borrower or any Subsidiary in respect of any
Hedging Agreement at such time shall be the maximum aggregate amount (giving
effect to any netting agreements) that Holdings, the Borrower or such Subsidiary
would be required to pay if such Hedging Agreement were terminated at such time.

                  "MISCELLANEOUS UNPLEDGED ASSETS" means, at any time of
determination, assets of the Loan Parties (a) upon which a security interest
cannot be created and perfected by the filing of a financing statement under the
provisions of Article 9 of the Uniform Commercial Code, as in effect in the
jurisdiction in which such assets or the owner of such assets is located and (b)
that have, in the aggregate for all such assets owned by all Loan Parties, a
fair value not exceeding the sum of (i) $2,000,000 and (ii) the aggregate amount
then on deposit in any and all collection accounts that are automatically
cleared on at least a weekly basis to a concentration account which is
maintained, and as to which a Perfection Notice is in effect, as set forth in
Section 5.13(b), other than any minimum balances that are maintained in such
collection accounts and counted against the $2,000,000 amount set forth in
clause (i).

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

                  "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA.

                  "NET CASH PROCEEDS" means:

                  (a)      all cash proceeds received by the Borrower or
Holdings from the issuance and sale of any Equity Interests at any time after
the Restatement Effective Date (except Equity Interests sold to management
employees of the Borrower or any Subsidiary) or from the incurrence of any
Indebtedness (other than Indebtedness described in clauses (i) through (vii) of
Section 6.1(a)), in each case net of underwriting discounts and commissions and
issuance costs, and

                  (b)      all cash proceeds in excess of $1,500,000 received by
the Borrower or any Borrower Subsidiary or Holdings from the Transfer of any
assets (except Transfers described in clauses (i) through (ii) of Section 6.6)
or from the sale, collection or other disposition or liquidation of any
promissory note or other obligation issued in consideration of any such Transfer
of assets, determined as of the 300th day following the receipt of such cash
proceeds net of (i) costs of the sale or disposition incurred and paid by
members of the Holdings Group, (ii) income or gains taxes currently payable in
cash by any member of the


                                       20
<PAGE>   26

Holdings Group by reason of the sale or disposition, (iii) any such cash
proceeds that are applied to the repayment of any Capital Lease or purchase
money Indebtedness secured by the property sold in such Transfer, and (iv) any
such cash proceeds that are applied by the Borrower, any Borrower Subsidiary or
Holdings within 300 days after they are received by any member of the Holdings
Group, to the payment of Acquisition Consideration for any Permitted Acquisition
consummated within such 300-day period.

                  "OBLIGATIONS" means all direct or indirect debts, liabilities
and other obligations of the Borrower or any other Loan Party of any and every
type and description at any time arising under or in connection with this
Agreement or any other Loan Document, to the Administrative Agent, the Arranger,
the Syndication Agent, the Documentation Agent, the Issuing Bank, Citibank, any
Lender, any Person entitled to indemnification pursuant to Section 9.3(b), or
any of their respective Related Persons or their respective successors,
transferees or assigns, whether or not the right of such Person to payment in
respect of such obligations and liabilities is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured and whether or not such claim is
discharged, stayed or otherwise affected by any bankruptcy case or insolvency or
liquidation proceeding, and shall include (a) all liabilities of the Borrower
for principal of and interest on the Loans, (b) all liabilities of the Borrower
in respect of Letters of Credit, (c) all liabilities of the Borrower under the
Loan Documents for any fees, costs, taxes, expenses, indemnification and other
amounts payable thereunder, (d) all liabilities under the Guaranty, Indemnity
and Subordination Agreement, the Subsidiary Notes, the Holdings Notes and the
other Security Documents, and (e) all other liabilities of the Borrower or any
other Loan Party to any such Person under or in respect of any of the Loan
Documents or the Financing Transactions.

                  "OMNIBUS CONSENT" means an Omnibus Consent in substantially
the form of Exhibit I, signed by each of the Loan Parties.

                  "ORIGINAL ACQUISITION" means the transactions contemplated by
the Original Asset Purchase Agreements, including the purchase of the "Business"
and the "Assets" (as such terms are defined therein) on the terms and conditions
set forth therein.

                  "ORIGINAL ASSET PURCHASE AGREEMENTS" means the Asset Purchase
Agreements dated as of November 21, 1997 by and among Holdings, the Borrower,
Hollinger International Inc. and certain of its subsidiaries, and, for the
limited purposes described therein, GEI II, together with each and all of the
instruments, agreements and documents delivered pursuant thereto or a copy or
form of which is attached thereto (including specifically the Transitional
Services Agreement attached thereto as Exhibit 5.12 and the Non-Competition
Agreement attached thereto as Exhibit 7.4(c)), in each case as originally
executed and amended through the date of the Original Credit Agreement as set
forth in Schedule 3.1(k) thereto and as amended from time to time in compliance
with Section 6.11 of the Original Credit Agreement or Section 6.11 hereof.

                  "ORIGINAL COLLATERAL" has the meaning set forth in the
recitals hereto.


                                       21
<PAGE>   27

                  "ORIGINAL CREDIT AGREEMENT" has the meaning set forth in the
recitals hereto.

                  "ORIGINAL EFFECTIVE DATE" means January 27, 1998.

                  "ORIGINAL LOAN DOCUMENTS" has the meaning set forth in the
recitals hereto.

                  "ORIGINAL OBLIGATIONS" has the meaning set forth in the
recitals hereto.

                  "ORIGINAL REVOLVING LOANS" has the meaning set forth in the
recitals hereto.

                  "ORIGINAL TRANSACTION AGREEMENTS" means, collectively, the
Original Asset Purchase Agreements and each agreement executed or delivered
pursuant thereto or in connection therewith.

                  "ORIGINAL TRANSACTION PARTIES" means each party to any
Original Transaction Agreement.

                  "ORIGINAL TRANSACTIONS" means the Original Acquisition, the
issuance and sale of the Senior Subordinated Notes, the issuance and sale of the
Discount Debentures, and the Financing Transactions.

                  "OTHER TAXES" means any and all current or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made under any Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, any Loan
Document.

                  "PARTIALLY-OWNED SUBSIDIARY" means any Borrower Subsidiary
that is not a Wholly-Owned Subsidiary.

                  "PBGC" means the Pension Benefit Guaranty Corporation referred
to and defined in ERISA and any successor entity performing similar functions.

                  "PERFECTION CERTIFICATE" means a certificate in substantially
the form of Exhibit C or any other form approved by the Administrative Agent,
signed by a Financial Officer of the Borrower.

                  "PERFECTION NOTICE" means a notice to a depositary bank in
substantially the form of Exhibit D or any other form approved by the
Administrative Agent.

                  "PERMITTED ACQUISITION" means any acquisition by the Borrower
or a Borrower Subsidiary of assets of a business from any Person or of
outstanding Equity Interests in any Person, if all of the following conditions
are met:

                  (a) immediately after giving effect thereto, no Default has
occurred and is continuing or would result therefrom;


                                       22
<PAGE>   28

                  (b) such acquisition has not been preceded by an unsolicited
tender offer for such Person by the Borrower or any of its Affiliates;

                  (c) all transactions related thereto are consummated in
compliance, in all material respects, with applicable laws;

                  (d) in the case of any acquisition of any Equity Interest in
any Person, such acquisition either (i) results in such Person becoming a
Partially-Owned Subsidiary that is Controlled solely by the Borrower, if the
Acquisition Consideration for such acquisition, when added to the then aggregate
amount of the Unrecovered Investment in all Partially-Owned Subsidiaries, does
not exceed $20,000,000 or (ii) is an acquisition of 100% of the Equity Interests
in such Person (or is an acquisition of at least 90% of the outstanding shares
of each class of the stock of such Person, if such Person is merged with the
acquiror pursuant to Section 253 of the Delaware General Corporation Law, or an
analogous short-form merger provision of another state of the United States,
within 30 days of such acquisition) and after giving effect to such acquisition
(or such short-form merger) such Person becomes a Wholly-Owned Subsidiary of the
Borrower;

                  (e) all actions, if any, required to be taken under Section
5.12 with respect to any acquired or newly formed Subsidiary are taken as and
when required under Section 5.12;

                  (f) such assets are used for, or such Person is engaged in, a
line of business permitted under Section 6.4(b);

                  (g) on a pro forma basis, after giving effect to such
acquisition and all Deferred Acquisition Consideration therefor and all other
Indebtedness assumed or incurred by any Loan Party in connection therewith or to
finance payment of the Acquisition Consideration and costs therefor, all as if
closed, assumed or incurred on the first day of the 12-month period ending on
the last day of the fiscal quarter most recently ended prior to the consummation
of such acquisition, (A) the Borrower is in compliance with the covenants set
forth in Section 6.13, Section 6.14, and, if and to the extent applicable, 6.15
and 6.16 and (B) the Borrower can reasonably be expected to remain in compliance
with such covenants through the Term B Maturity Date and to have sufficient cash
liquidity to conduct its business and pay its debts and other liabilities as
they become due;

                  (h) on or before the date of such acquisition (or, if any
Approved Cost Adjustments must be determined and approved in order for the
condition in clause (g) in this definition to be satisfied, at least five
Business Days (or, if the Acquisition Consideration for such acquisition exceeds
$10,000,000, at least ten Business Days) before any member of the Holdings Group
enters into such acquisition or any agreement therefor that is not contingent
upon such acquisition being permitted under this Agreement), the Borrower
delivers to the Administrative Agent and Lenders a certificate signed by a
Financial Officer of the Borrower:


                                       23
<PAGE>   29

                           (i) attaching financial statements of the business or
         Person to be acquired, including income statements or statements of
         operations and, if available, balance sheet statements for at least the
         fiscal year or the four fiscal quarters then most recently ended,
         certified by a Financial Officer of the Borrower to the best of his or
         her knowledge,

                           (ii) describing all Acquisition Consideration for
         such acquisition and, if such Acquisition Consideration exceeds
         $10,000,000, demonstrating that such Acquisition Consideration is not
         greater than three times the annual revenues reported by such business
         or Person for the period of four fiscal quarters then most recently
         ended,

                           (iii) setting forth the costs of such business or
         Person reflected in such financial statements that the Borrower asserts
         to be non-recurring costs that should be approved as Approved Cost
         Adjustments, to the extent such costs have been identified by the
         Borrower at such time, and

                           (iv) demonstrating that the condition in clause (g)
         of this definition is, or in case of approval of such Approved Cost
         Adjustments would be, satisfied; and

                  (i) neither Holdings nor the Borrower nor any Borrower
Subsidiary shall incur, assume or otherwise become liable for or subject to any
Indebtedness in connection with such acquisition, except Indebtedness permitted
by Section 6.1.

                  "PERMITTED CASH INVESTMENTS" means:

                  (a) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are backed by
the full faith and credit of the United States of America), in each case
maturing within 180 days from the date of acquisition thereof;

                  (b) investments in commercial paper maturing within 180 days
from the date of acquisition thereof and having, at such date of acquisition,
the highest credit rating obtainable from S&P or from Moody's;

                  (c) investments in certificates of deposit, banker's
acceptances and time deposits maturing within 180 days from the date of
acquisition thereof issued or guaranteed by or placed with, and money market
deposit accounts issued or offered by, any domestic office of any commercial
bank organized under the laws of the United States of America or any State
thereof that has a combined capital and surplus and undivided profits of not
less than $500,000,000; and

                  (d) fully collateralized repurchase agreements with a term of
not more than 30 days for securities described in clause (a) above (without
regard to the limitation on


                                       24
<PAGE>   30

maturity contained in such clause) and entered into with a financial institution
satisfying the criteria described in clause (c) above.

                  "PERMITTED ENCUMBRANCES" means any of the following, so long
as it is not a Lien securing Indebtedness:

                  (a) Liens imposed by law for taxes that are not yet due or are
being contested in compliance with Section 5.5;

                  (b) carriers', warehousemen's, mechanics', materialmen's,
repairmen's and other like Liens imposed by law, arising in the ordinary course
of business and securing obligations that are not overdue by more than 60 days
or are being contested in compliance with Section 5.5;

                  (c) pledges and deposits made in the ordinary course of
business in compliance with workers' compensation, unemployment insurance and
other social security laws or regulations;

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

                  (e) judgment liens in respect of judgments that do not
constitute an Event of Default under Section 7.1(l); and

                  (f) easements, zoning restrictions, rights-of-way and similar
encumbrances on real property imposed by law or arising in the ordinary course
of business that do not secure any monetary obligations and do not materially
detract from the value of the affected property or interfere with the ordinary
conduct of business of the Borrower or any Borrower Subsidiary.

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

                  "PLAN" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, whether or not terminated, and in
respect of which the Borrower or any ERISA Affiliate is or was (or, if such plan
were terminated, would under Section 4069 of ERISA be deemed to be) an
"employer" as defined in Section 3(5) of ERISA.

                  "PLEDGE AND SECURITY AGREEMENTS" means the Borrower Pledge and
Security Agreement and the Guarantor Pledge and Security Agreement.


                                       25
<PAGE>   31

                  "PRICING CERTIFICATE" means a certificate in substantially the
form of Exhibit E, signed by a Financial Officer of the Borrower.

                  "PRO FORMA EBITDA" means, for any period, (a) Consolidated
EBITDA for such period, plus (or, if a negative number, minus) (b) the amount by
which such Consolidated EBITDA would have been increased (or, if a negative
number, decreased) for such period if each Permitted Acquisition that was
consummated in such period had been consummated on the first day thereof and
Consolidated EBITDA had been computed after giving effect to all revenues,
charges and other items pertinent to the determination of Consolidated EBITDA
that both (i) were actually and properly recorded in respect of the business or
Person acquired in such Permitted Acquisition for the period prior to the
consummation of such Permitted Acquisition and (ii) are set forth in financial
statements certified (to the best of his or her knowledge) by a Financial
Officer of the Borrower and delivered to the Administrative Agent as set forth
in clause (h) in the definition of "Permitted Acquisition," minus (c) all
extraordinary or non-recurring revenues, gains and other additions to income for
such period that were recorded in respect of any such business or Person
acquired in a Permitted Acquisition prior to or by reason of the consummation of
such Permitted Acquisition, minus (d) the amount by which such Consolidated
EBITDA would have been decreased for such period if any and all items included
in the calculation thereof that are attributable to any business or Subsidiary
that was sold in such period were excluded in the calculation thereof, and plus
(e) all extraordinary or non-recurring losses for such period that were recorded
in respect of any such business or Person acquired in a Permitted Acquisition
prior to or by reason of the consummation of such Permitted Acquisition.

                  "PRO FORMA REVENUES" means, for any period, total revenues of
the Borrower and the Borrower Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP, plus the amount by which such total
revenues would have been increased for such period if each Permitted Acquisition
that was consummated in such period had been consummated on the first day
thereof.

                  "PROFIT PAYMENT AGREEMENT" means any agreement to make any
payment the amount of which is, or the terms of payment of which are, in any
respect subject to or contingent upon the revenues, income, cash flow or profits
(or the like) of any Person or business.

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

                  "REGULATION U" means Regulation U of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.

                  "REGULATION X" means Regulation X of the Board as from time to
time in effect and all official rulings and interpretations thereunder or
thereof.


                                       26
<PAGE>   32

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

                  "RELATED PARTIES" means, with respect to any specified Person,
such Person's Affiliates and the respective directors, officers, employees,
attorneys, agents and advisors of such Person and such Person's Affiliates.

                  "REQUIRED LENDERS" means, at any time, Lenders holding more
than 50% of the sum of (i) the Total Revolving Credit Exposures and unused
Revolving Commitments at such time, plus (ii) the aggregate principal amount of
the Term B Loan outstanding (or, prior to the funding on the Term B Loans on the
Restatement Effective Date, the aggregate commitments to make Term B Loans) at
such time.

                  "REQUIRED REVOLVING LENDERS" means, at any time, Revolving
Lenders holding more than 50% of the sum of the Total Revolving Credit Exposures
and unused Revolving Commitments at such time.

                  "REQUIRED TERM B LENDERS" means, at any time, Term B Lenders
holding more than 50% of the aggregate principal amount of the Term B Loan
outstanding (or, prior to the funding on the Term B Loans on the Restatement
Effective Date, the aggregate commitments to make Term B Loans) at such time.

                  "RESTATEMENT EFFECTIVE DATE" means the date on which the
conditions specified in Section 3.1 are satisfied (or waived in accordance with
Section 9.2).

                  "RESTATEMENT EFFECTIVE DATE CAPITALIZATION TABLE" means the
information set forth on Schedule 1.1A.

                  "RESTRICTED PAYMENT" means (a) any payment or distribution,
direct or indirect, on account or in respect of any Equity Interest in any Loan
Party or any of the Senior Subordinated Notes or Discount Debentures, (b) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any Equity Interest in any Loan
Party or any Senior Subordinated Notes or Discount Debentures, or (c) any
payment or reimbursement, direct or indirect, on account of any consulting fees,
management fees, director fees, expenses, taxes, indemnification obligations or
other costs incurred or payable by or on behalf of the Borrower or any other
Loan Party to or for the benefit of the holder of any Equity Interest in
Holdings or any Affiliate of any such holder.

                  "REVOLVING AVAILABILITY PERIOD" means the period from and
including the Restatement Effective Date to but excluding the earlier of (a) the
Revolving Credit Maturity Date and (b) the date of termination of the Revolving
Commitments.

                  "REVOLVING COMMITMENT" means, with respect to each Revolving
Lender, the commitment of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the


                                       27
<PAGE>   33

maximum aggregate amount of such Lender's Total Revolving Credit Exposure
hereunder, as such commitment may be (a) reduced from time to time pursuant to
Section 2.8 or 7.1 or any other provision of this Agreement and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 9.4. The initial amount of each Revolving Lender's Revolving
Commitment is set forth on Schedule 2.1, or in the Assignment and Acceptance
pursuant to which such Lender shall have assumed its Revolving Commitment, as
applicable (and the initial aggregate amount of the Lenders' Revolving
Commitments is $175,000,000).

                  "REVOLVING CREDIT MATURITY DATE" means March 31, 2005.

                  "REVOLVING FACILITY" means, at any time, the aggregate
Revolving Commitments of the Revolving Lenders (or, if the Revolving Commitments
have been terminated, the aggregate Total Revolving Credit Exposure of the
Revolving Lenders) at such time.

                  "REVOLVING LENDER" means a Lender with a Revolving Commitment
or, if the Revolving Commitments have terminated or expired, a Lender that holds
Revolving Loans and/or participations in Letters of Credit and/or Swingline
Loans.

                  "REVOLVING LOAN" means a Loan made pursuant to Section 2.1(a).

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

                  "SECURITY DOCUMENTS" means the Pledge and Security Agreements,
the Trademark Assignment, the Copyright Security Agreement, the Subsidiary
Notes, the Holdings Notes and each other collateral assignment, security
agreement or other instrument or document executed and delivered pursuant to
Section 5.12 or Section 5.13 to secure any of the Obligations, in each case as
reaffirmed by the Omnibus Consent and as amended, supplemented or otherwise
modified from time to time in accordance with this Agreement.

                  "SENIOR DEBT" means all Indebtedness of Holdings, the Borrower
and the Borrower Subsidiaries, except (i) the Senior Subordinated Notes, (ii)
the Indebtedness created under the Discount Debenture Indenture, and (iii)
Indebtedness of the Borrower to a Wholly-Owned Borrower Subsidiary, of a
Wholly-Owned Borrower Subsidiary to the Borrower or of Holdings to the Borrower.
For the avoidance of doubt, the term "Senior Debt" shall include any and all
"Indebtedness" (as defined in the Discount Debenture Indenture and/or the Senior
Subordinated Note Indenture) of Holdings, the Borrower and the Borrower
Subsidiaries under this Agreement or any other "Credit Agreement" (as defined in
the Discount Debenture Indenture and/or the Senior Subordinated Note Indenture).

                  "SENIOR DEBT TRIGGER AMOUNT" means, at any time of
determination, the lesser of (i) $175,000,000, and (ii) the amount of
"Indebtedness" (as defined in the Discount Debenture Indenture and/or the Senior
Subordinated Note Indenture) permitted at such time to be outstanding in
reliance solely on the provisions of paragraph (c) of the exceptions to


                                       28
<PAGE>   34

the Limitations on Incurrence of Additional Indebtedness and Disqualified
Capital Stock contained in Section 1008 of each of the Discount Debenture
Indenture and the Senior Subordinated Note Indenture.

                  "SENIOR LEVERAGE RATIO" means, as of any day, the ratio of (a)
all Senior Debt of the Borrower and Borrower Subsidiaries outstanding on such
day, to (b) Adjusted Pro Forma EBITDA for the 12-month period then ended (taken
as a single accounting period).

                  "SENIOR SUBORDINATED NOTE INDENTURE" means the Indenture dated
as of January 27, 1998, between the Borrower and State Street Bank and Trust
Company, as Trustee, as in effect on the Original Effective Date and amended
from time to time thereafter in compliance with Section 6.11 of this Agreement
or Section 6.11 of the Original Credit Agreement.

                  "SENIOR SUBORDINATED NOTES" means any and all securities
issued and outstanding under the Senior Subordinated Note Indenture.

                  "SPECIFIED CHICAGO ASSETS" means the assets described on
Schedule 1.1-B. For purposes of determining compliance with Section 6.6 hereof,
the sale of the Specified Chicago Assets shall be excluded.

                  "SPECIFIED CHICAGO CAPITAL EXPENDITURES" means Capital
Expenditures, to the extent actually made and in any event not exceeding
$5,000,000, consisting of the purchase and improvement of a building and related
real property located at 7545 Santa Fe Drive, Hodgkins, Illinois and the
purchase of a printing press and other equipment to be located therein and other
Capital Expenditures necessary to prepare such building, printing press and
other equipment for use by Borrower or its Subsidiaries.

                  "SSBI" means Salomon Smith Barney Inc.

                  "SUBSIDIARY" means, with respect to any Person (the "parent")
at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent's consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, limited liability company, partnership,
association or other entity of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting
power or, in the case of a partnership, more than 50% of the general partnership
interests are, as of such date, owned, controlled or held, or that is, as of
such date, otherwise Controlled, by the parent or one or more subsidiaries of
the parent or by the parent and one or more subsidiaries of the parent.

                  "SUBSIDIARY" means any subsidiary of Holdings.


                                       29
<PAGE>   35

                  "SUBSIDIARY NOTE" means a promissory note of a Borrower
Subsidiary payable to the Borrower in substantially the form of Exhibit F, with
such changes thereto as shall be agreed to by the Administrative Agent, as
reaffirmed by the Omnibus Consent and as amended, supplemented or otherwise
modified from time to time in accordance with this Agreement.

                  "SWINGLINE EXPOSURE" means, at any time, the aggregate
principal amount of all Swingline Loans outstanding at such time. The Swingline
Exposure of any Lender at any time shall be its Applicable Revolving Percentage
of the total Swingline Exposure at such time.

                  "SWINGLINE LENDER" means Citicorp USA, in its capacity as
lender of Swingline Loans hereunder.

                  "SWINGLINE LOAN" means a Loan made pursuant to Section 2.4.

                  "SYNDICATION AGENT" means DB Alex. Brown LLC, in its capacity
as syndication agent for the Lenders hereunder.

                  "TAXES" means any and all current or future taxes, levies,
imposts, duties, deductions, charges or withholdings imposed by any Governmental
Authority.

                  "TERM B COMMITMENT" means, with respect to each Term B Lender,
the commitment of such Lender to make Term B Loans to the Borrower on the
Restatement Effective Date. The initial amount of each Term B Lender's Term B
Commitment is set forth on Schedule 2.1 (and the initial aggregate amount of the
Term B Lenders' Term B Commitments is $100,000,000). Upon the making of Term B
Loans on the Restatement Effective Date, the Term B Commitment of each Term B
Lender shall thereafter be zero.

                  "TERM B FACILITY" means, at any time, the aggregate principal
amount of the Term B Loans (or, prior to funding of the Term B Loans on the
Restatement Effective Date, the Term B Commitments) at such time.

                  "TERM B LENDER" means a Lender holding a Term B Loan (or,
prior to funding of the Term B Loans on the Restatement Effective Date a Term B
Commitment).

                  "TERM B LOAN" means a Loan made pursuant to Section 2.1(b).

                  "TERM B MATURITY DATE" means March 31, 2007.

                  "TERM B PAYMENT DATE" has the meaning set forth in Section
2.9(b).

                  "TOTAL LEVERAGE RATIO" means, as of any day, the ratio of (a)
all Indebtedness of the Borrower and Borrower Subsidiaries outstanding on such
day, except Indebtedness of the Borrower to a Wholly-Owned Borrower Subsidiary
or of a Wholly-Owned Borrower


                                       30
<PAGE>   36

Subsidiary to the Borrower to (b) Pro Forma EBITDA for the 12-month period then
ended (taken as a single accounting period).

                  "TOTAL REVOLVING CREDIT EXPOSURE" means, with respect to any
Revolving Lender at any time, the sum of the outstanding principal amount of
such Lender's Revolving Loans and its LC Exposure and Swingline Exposure at such
time.

                  "TRADEMARK ASSIGNMENT" means a Trademark Collateral Assignment
dated as of January 27, 1998, as reaffirmed by the Omnibus Consent and as
amended, supplemented or otherwise modified from time to time in accordance with
this Agreement.

                  "TRANSFER" has the meaning set forth in Section 6.6.

                  "TYPE," when used in reference to any Loan or Borrowing,
refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBO Rate or the
Alternate Base Rate.

                  "UNRECOVERED INVESTMENT" means, at any time as to any
Subsidiary that is then a Partially-Owned Subsidiary, the aggregate amount of
the Acquisition Consideration for such Partially-Owned Subsidiary and of all
other Investments in such Partially-Owned Subsidiary at any time made by any
member of the Holdings Group, net of the aggregate amount received or recovered
by the Borrower or a Wholly-Owned Borrower Subsidiary in cash on account of such
Acquisition Consideration or other Investments, as a return of the principal
thereof and not on account of interest thereon or earnings or income
attributable thereto.

                  "WHOLLY-OWNED," when used in reference to any subsidiary of
any Person, means that all outstanding Equity Interests in such subsidiary are
beneficially owned solely by such Person or one or more other Wholly-Owned
subsidiaries of such Person.

                  "WITHDRAWAL LIABILITY" means liability of any Loan Party or
any of its ERISA Affiliates with respect to a Multiemployer Plan as a result of
a complete or partial withdrawal of such Loan Party or any of its ERISA
Affiliates from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.

                  SECTION 1.2. CLASSIFICATION OF LOANS AND BORROWINGS. For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a "Revolving Loan" or a "Term B Loan") or by Type (e.g., a "Eurodollar
Loan") or by Class and Type (e.g., a "Eurodollar Revolving Loan" or a
"Eurodollar Term B Loan"). Borrowings also may be classified and referred to by
Class (e.g., a "Revolving Borrowing" or a "Term B Borrowing") or by Type (e.g.,
a "Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing" or a "Eurodollar Term B Borrowing").

                  SECTION 1.3. TERMS GENERALLY. The definitions of terms herein
shall apply equally to the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.


                                       31
<PAGE>   37

The words "include," "includes" and "including" shall be deemed to be followed
by the phrase "without limitation." The word "will" shall be construed to have
the same meaning and effect as the word "shall." Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors, transferees and assigns, (c)
the words "herein," "hereof" and "hereunder," and words of similar import, shall
be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (d) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, whether real,
personal or mixed and of every type and description.

                  SECTION 1.4. ACCOUNTING TERMS; GAAP. Except as otherwise
expressly provided herein, all terms of an accounting or financial nature shall
be construed in accordance with GAAP, as in effect from time to time. If the
Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the
operation of such provision or if the Administrative Agent notifies the Borrower
that the Required Lenders request an amendment to any provision hereof for such
purpose (in each case regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof), then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change became effective until such notice is withdrawn or such
provision is amended in accordance herewith.

                  SECTION 1.5. TERMS DEFINED IN THE UNIFORM COMMERCIAL CODE.
When capitalized, the following terms used in this Agreement or the Security
Documents have the meanings given to them in the Uniform Commercial Code, as in
effect in the State of New York on the date of this Agreement:

                                    Accounts

                              Certificated Security

                                Commodity Account

                               Commodity Contract

                             Commodity Intermediary

                                     Control


                                       32
<PAGE>   38

                                    Documents

                                    Equipment

                                 Financial Asset

                                    Fixtures

                               General Intangibles

                                      Goods

                                   Instruments

                                    Inventory

                               Investment Property

                        Purchase Money Security Interest

                               Securities Account

                             Securities Intermediary

                                    Security

                              Security Certificate

                              Security Entitlement

                             Uncertificated Security

                                  ARTICLE II.
                                   THE CREDITS

                  SECTION 2.1. COMMITMENTS; CONVERSION AND REALLOCATION.

                  (a) REVOLVING LOANS. Subject to the terms and conditions set
forth herein, each Revolving Lender severally (and not jointly) agrees to make
Revolving Loans to the Borrower from time to time during the Revolving
Availability Period in an aggregate principal amount that will not result in
such Lender's Total Revolving Credit Exposure exceeding such Lender's Revolving
Commitment in effect at such time. Any Original Loans outstanding on the
Restatement Effective Date after the payment referred to in Section 2.1(c) shall
be Revolving Loans hereunder. Within the foregoing limits and subject to the
terms and conditions set forth herein, the Borrower may borrow, prepay and
reborrow Revolving Loans.


                                       33
<PAGE>   39

                  (b) TERM B LOANS. Each Term B Lender severally agrees, on the
terms and conditions hereinafter set forth, to make a single term B loan to the
Borrower on the Restatement Effective Date in an amount not to exceed such
Lender's Term B Commitment on such Business Day. Amounts borrowed under this
Section 2.1(b) and repaid or prepaid may not be reborrowed.

                  (c) CONVERSION. On the Restatement Effective Date, all
Eurodollar Loans outstanding under the Original Credit Agreement shall be
converted to ABR Loans. The Administrative Agent is hereby directed by the
Borrower to apply the proceeds of the Term B Loans on the Restatement Effective
Date to prepay outstanding Revolving Loans (but without any reduction in the
Revolving Commitments) to the full extent of the proceeds of the Term B Loans.

                  SECTION 2.2. LOANS AND BORROWINGS.

                  (a) RATABLE AND SEVERAL. Each Loan (other than a Swingline
Loan) shall be made as part of a Borrowing consisting of Loans of the same Class
and Type made by the Lenders ratably in accordance with their respective
commitments, if any, of the applicable Class. The failure of any Lender to make
any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder. The Revolving Commitments and the Term B Commitments are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

                  (b) TYPE. Subject to Sections 2.7(f), 2.7(g) and 2.13, each
Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the
Borrower may request in accordance herewith. Each Swingline Loan shall be an ABR
Loan. Each Lender at its option may make any Eurodollar Loan by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan. The
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement.

                  (c) AMOUNT. At the commencement of each Interest Period for
any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is
an integral multiple of $1,000,000 and not less than $2,000,000. At the time
that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 and not less than $2,000,000, except
that an ABR Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Revolving Commitments or that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.5(e) or to
pay a Swingline Loan. Each Swingline Loan shall be in an amount that is an
integral multiple of $100,000 and not less than $500,000. Borrowings of more
than one Type and Class may be outstanding at the same time, but there shall not
at any time be more than a total of ten Eurodollar Borrowings outstanding.

                  (d) CERTAIN EURODOLLAR LIMITATIONS. Notwithstanding any other
provision of this Agreement, the Borrower shall not be entitled to (i) request,
or to elect to


                                       34
<PAGE>   40

convert or continue, any Borrowing if the Interest Period requested with respect
thereto would end after the Revolving Credit Maturity Date with respect to
Revolving Borrowings or the Term B Maturity Date with respect to Term B
Borrowings or (ii) select any Interest Period that ends after any principal
repayment installment date unless, after giving effect to such selection, the
aggregate principal amount of ABR Loans and of Eurodollar Loans having Interest
Periods that end on or prior to such principal repayment installment date shall
be at least equal to the aggregate principal amount of Loans due and payable on
or prior to such date. Notwithstanding any provision of this Agreement to the
contrary, all Borrowings made on the Restatement Effective Date shall be made as
ABR Borrowings and no Borrowings may be made as, and no Loans may be converted
to, Eurodollar Loans for a period of 10 Business Days (or such lesser period as
the Administrative Agent shall consent to in its sole discretion) following the
Restatement Effective Date.

                  SECTION 2.3. REQUESTS FOR BORROWINGS.

                  (a) REVOLVING BORROWINGS. To request a Revolving Borrowing,
the Borrower shall notify the Administrative Agent of such request by telephone
(a) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York
City time, three Business Days before the date of the proposed Borrowing or (b)
in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time,
one Business Day before the date of the proposed Borrowing, provided that any
such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.5(e) may be given not later than 10:00
a.m., New York City time, on the date of the proposed Borrowing. Each such
telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Borrowing Request in a form approved by the Administrative Agent and signed by
the Borrower. Each such telephonic and written Borrowing Request shall specify
the following information in compliance with Section 2.2:

                           (i) the aggregate amount of such Borrowing;

                           (ii) the date of such Borrowing, which shall be a
         Business Day;

                           (iii) subject to Sections 2.2(b) and 2.2(d), whether
         such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

                           (iv) in the case of a Eurodollar Borrowing, the
         initial Interest Period to be applicable thereto, which shall be a
         period contemplated by the definition of the term "Interest Period";
         and

                           (v) the location and number of the Borrower's account
         to which funds are to be disbursed, which shall comply with the
         requirements of Section 2.6.


                                       35
<PAGE>   41

If no election as to the Type of Borrowing is specified, then the requested
Borrowing shall be an ABR Borrowing. If no Interest Period is specified with
respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed
to have selected an Interest Period of one month's duration. Promptly following
receipt of a Borrowing Request in accordance with this Section 2.3(a), the
Administrative Agent shall advise each Revolving Lender of the details thereof
and of the amount of such Lender's Revolving Loan to be made as part of the
requested Borrowing.

                  (b) TERM B BORROWING. The Borrower shall give the
Administrative Agent irrevocable notice (which notice must be received by the
Administrative Agent prior to 11:00 a.m., New York City time, one Business Day
prior to the anticipated Restatement Effective Date) requesting that the Term B
Lenders make the Term B Loans on the Restatement Effective Date and specifying
the amount to be borrowed. The Term B Loans made on the Restatement Effective
Date shall initially be ABR Loans, and no Term B Loan may be converted into or
continued as a Eurodollar Loan for a period of 10 Business Days (or such lesser
period as the Administrative Agent shall consent to in its sole discretion)
after the Restatement Effective Date. Upon receipt of such notice the
Administrative Agent shall promptly notify each Term B Lender thereof.

                  SECTION 2.4. SWINGLINE LOANS.

                  (a) OPTIONAL FUNDING OF SWINGLINE LOANS. Subject to the terms
and conditions set forth herein, the Swingline Lender at its option may elect to
make Swingline Loans to the Borrower from time to time during the Revolving
Availability Period, in an aggregate principal amount at any time outstanding
that will not result in (i) the aggregate principal amount of outstanding
Swingline Loans exceeding $10,000,000 or (ii) the sum of the Total Revolving
Credit Exposures exceeding the total Revolving Commitments in effect at such
time. The Swingline Lender shall not be required to make a Swingline Loan to
refinance an outstanding Swingline Loan. Within the foregoing limits and subject
to the terms and conditions set forth herein, the Borrower may borrow, prepay
and reborrow Swingline Loans.

                  (b) REQUEST FOR SWINGLINE LOAN. To request a Swingline Loan,
the Borrower shall notify the Administrative Agent of such request by telephone
(confirmed by telecopy), not later than 12:00 noon, New York City time, on the
day of a proposed Swingline Loan. Each such notice shall be irrevocable and
shall specify the requested date (which shall be a Business Day) and amount of
the requested Swingline Loan. The Administrative Agent will promptly advise the
Swingline Lender of any such notice received from the Borrower. If the Swingline
Lender elects, at its sole option, to make such Swingline Loan, the Swingline
Lender shall make such Swingline Loan available to the Borrower by means of a
credit to the general deposit account of the Borrower with Citibank in New York
City (or, in the case of a Swingline Loan made to finance the reimbursement of
an LC Disbursement as provided in Section 2.5(e), by remittance to the Issuing
Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline
Loan.


                                       36
<PAGE>   42

                  (c) PURCHASE OF PARTICIPATIONS BY REVOLVING LENDERS. Upon
demand by the Swingline Lender, by written notice given to the Administrative
Agent not later than 10:00 a.m., New York City time, on any Business Day, each
Revolving Lender severally (and not jointly) will purchase on such Business Day,
for a cash purchase price equal to its Applicable Revolving Percentage of 100%
of the amount due, participations in all or a portion of the Swingline Loans
outstanding. Such notice shall specify the aggregate amount of Swingline Loans
in which Revolving Lenders will participate. Promptly upon receipt of such
notice, the Administrative Agent will give notice thereof to each Revolving
Lender, specifying in such notice such Lender's Applicable Revolving Percentage
of such Swingline Loans. Each Revolving Lender hereby absolutely and
unconditionally agrees, severally (and not jointly) and upon receipt of notice
as provided above, to pay to the Administrative Agent, for the account of the
Swingline Lender, such Lender's Applicable Revolving Percentage of such
Swingline Loans. Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this Section
2.4(c) is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Revolving Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction
whatsoever. Each Revolving Lender shall comply with its obligation under this
Section 2.4(c) by wire transfer of immediately available funds, in the same
manner as provided in Section 2.6 with respect to Loans made by such Revolving
Lender (and Section 2.6 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Revolving Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this Section 2.4(c),
and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by
the Swingline Lender from the Borrower (or other party on behalf of the
Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender
of the proceeds of a sale of participations therein shall be promptly remitted
to the Administrative Agent, and any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Revolving
Lenders that have made their payments pursuant to this Section 2.4(c) and to the
Swingline Lender, as their interests may appear. The purchase of participations
in a Swingline Loan pursuant to this Section 2.4(c) shall not relieve the
Borrower of any default in the payment thereof.


                                       37
<PAGE>   43

                  SECTION 2.5. LETTERS OF CREDIT.

                  (a) ISSUANCE OF LETTERS OF CREDIT. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for its own account (and which may only be denominated in Dollars), in a
form reasonably acceptable to the Administrative Agent and the Issuing Bank, at
any time and from time to time during the LC Availability Period. In the event
of any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other
agreement submitted by the Borrower to, or entered into by the Borrower with,
the Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.

                  (b) REQUEST FOR LETTER OF CREDIT. To request the issuance of a
Letter of Credit (or the amendment, renewal or extension of an outstanding
Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by
electronic communication, if arrangements for doing so have been approved by the
Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in
advance of the requested date of issuance, amendment, renewal or extension) a
notice requesting the issuance of a Letter of Credit, or identifying the Letter
of Credit to be amended, renewed or extended, and specifying the date of
issuance, amendment, renewal or extension (which shall be a Business Day), the
date on which such Letter of Credit is to expire (which shall comply with
Section 2.5(c)), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to
prepare, amend, renew or extend such Letter of Credit. If requested by the
Issuing Bank, the Borrower also shall submit a letter of credit application on
the Issuing Bank's standard form in connection with any request for a Letter of
Credit; provided, that in the event of a conflict between any such application
and this Agreement, this Agreement shall govern. A Letter of Credit shall be
issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure shall not exceed $10,000,000 and (ii)
the aggregate Total Revolving Credit Exposures shall not exceed the aggregate
Revolving Commitments in effect at such time.

                  (c) EXPIRY DATE. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Revolving Credit Maturity Date.

                  (d) ACQUISITION OF PARTICIPATION BY LENDERS. 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 Issuing Bank
or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and
each Revolving Lender hereby severally (and not jointly) acquires from the
Issuing Bank, a participation in such Letter of Credit equal to such Revolving
Lender's Applicable Revolving Percentage of the aggregate amount available to


                                       38
<PAGE>   44

be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to
pay to the Administrative Agent, for the account of the Issuing Bank, such
Revolving Lender's Applicable Revolving Percentage of each LC Disbursement made
by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in Section 2.5(e), or of any reimbursement payment required to be
refunded to the Borrower for any reason. Each Revolving Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this Section
2.5(d) 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 Commitments, and that each
such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.

                  (e) BORROWER'S REIMBURSEMENT OBLIGATION; FUNDING OF
PARTICIPATIONS. If the Issuing Bank makes any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to
the Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, New York City time, on the date that such LC Disbursement is made,
if the Borrower receives notice of such LC Disbursement prior to 10:00 a.m., New
York City time, on such date and otherwise on the Business Day on which the
Borrower receives such notice. Subject to the conditions to borrowing set forth
herein, the Borrower may request in accordance with Section 2.3 or Section 2.4
that such payment be financed with an ABR Revolving Borrowing or a Swingline
Loan in an equivalent amount and, to the extent so financed, the Borrower's
obligation to make such payment shall be discharged and replaced by the
resulting ABR Revolving Borrowing or Swingline Loan. If the Borrower fails to
make such payment when due, the Administrative Agent shall notify each Revolving
Lender of the applicable LC Disbursement, the payment then due from the Borrower
in respect thereof and such Revolving Lender's Applicable Revolving Percentage
thereof. Promptly following receipt of such notice, each Revolving Lender
severally (and not jointly) agrees to pay to the Administrative Agent its
Applicable Revolving Percentage of the payment then due from the Borrower, in
the same manner as provided in Section 2.6 with respect to Revolving Loans made
by such Revolving Lender (and Section 2.6 shall apply, mutatis mutandis, to the
payment obligations of the Revolving Lenders), and the Administrative Agent
shall promptly pay to the Issuing Bank the amounts so received by it from the
Revolving Lenders. Promptly following receipt by the Administrative Agent of any
payment from the Borrower pursuant to this Section 2.5(e), the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent that
Revolving Lenders have made payments pursuant to this Section 2.5(e) to
reimburse the Issuing Bank, then to such Revolving Lenders and the Issuing Bank
as their interests may appear. Any payment made by a Revolving Lender pursuant
to this Section 2.5(e) to reimburse the Issuing Bank for any LC Disbursement
(other than the funding of ABR Revolving Loans or a Swingline Loan as
contemplated above) shall constitute the payment of the purchase price for a
participation pursuant to Section 2.5(d) and, accordingly, shall not constitute
a Loan and shall not relieve the Borrower of its obligation to reimburse such LC
Disbursement.


                                       39

<PAGE>   45
         (f)REIMBURSEMENT OBLIGATION ABSOLUTE, ETC. The Borrower's obligation to
reimburse LC Disbursements as provided in Section 2.5(e) shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section 2.5(f), constitute a legal or equitable discharge
of or defense against, or provide a right of setoff against, the Borrower's
obligations hereunder. None of the Administrative Agent, the Lenders, the
Issuing Bank or any of their Related Parties shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank. The foregoing shall not be
construed to excuse the Issuing Bank from liability to the Borrower to the
extent of any direct damages (as opposed to consequential damages, claims in
respect of which are hereby forever waived by the Borrower) suffered by the
Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof but only if, in making such determination,
the Issuing Bank acted in a manner that constitutes gross negligence or willful
misconduct on the part of the Issuing Bank, as finally determined by a court of
competent jurisdiction. In furtherance of the foregoing and without limiting the
generality thereof, the parties agree that, with respect to documents presented
that appear on their face to be in compliance with the terms of a Letter of
Credit, the Issuing Bank may, in its sole discretion, either accept and make
payment upon such documents without responsibility for further investigation,
regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance
with the terms of such Letter of Credit.

                  (g) NOTICE OF DRAWING. Whenever it honors any demand for
payment under a Letter of Credit and makes an LC Disbursement thereunder, the
Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy). No failure to give, or delay in giving, such
notice shall relieve the Borrower of its obligation to reimburse the Issuing
Bank with respect to any such LC Disbursement or relieve any Revolving Lender of
its obligation to purchase a participation therein as set forth in this Section
2.5 or shall otherwise put the Issuing Bank under any resulting liability to any
Person or any resulting diminution of its rights as against any Person.

                                       40
<PAGE>   46
                  (h) INTEREST ON REIMBURSEMENT OBLIGATION. If the Issuing Bank
makes any LC Disbursement, then, unless the Borrower reimburses the Issuing Bank
for such LC Disbursement in full on the date such LC Disbursement is made, the
unpaid amount thereof shall bear interest, for each day from and including the
date such LC Disbursement is made to but excluding the date that the Borrower
reimburses such LC Disbursement, at the rate per annum (including the Applicable
ABR Margin) then applicable to ABR Revolving Loans, except that if the Borrower
fails to reimburse such LC Disbursement when due pursuant to Section 2.5(e),
then Section 2.12(c) shall apply. Interest accrued pursuant to this Section
2.5(h) shall be for the account of the Issuing Bank and, after the date of
payment by any Revolving Lender pursuant to Section 2.5(d) for the purchase of a
participation, for the account of such Revolving Lender to the extent of such
participation.

                  (i) REPLACEMENT OF ISSUING BANK. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Administrative
Agent, the replaced Issuing Bank and the successor Issuing Bank. The
Administrative Agent shall notify the Revolving Lenders of any such replacement
of the Issuing Bank. At the time any such replacement shall become effective,
the Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section 2.11(b). From and after the effective date of
any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters
of Credit to be issued thereafter and (ii) references herein to the term
"Issuing Bank" shall be deemed to refer to such successor or to any previous
Issuing Bank, or to such successor and all previous Issuing Banks, as the
context shall require. After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

                  (j) CASH COLLATERAL. If at any time when an Event of Default
has occurred and is continuing the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with LC Exposure representing greater than 50% of
the total LC Exposure) demanding the deposit of cash collateral pursuant to this
Section 2.5(j), then on the Business Day on which the Borrower receives such
notice the Borrower shall deposit in an account with Citibank, in the name of
the Administrative Agent and for the benefit of the Lenders, an amount in cash
in Dollars equal to 105% of the LC Exposure as of such date plus any and all
accrued and unpaid interest thereon, except that the obligation to deposit such
cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or other notice of any kind,
upon the occurrence of any Event of Default with respect to the Borrower
described in Section 7.1(i) or 7.1(j).

                  (k) TERMS OF CASH COLLATERAL DEPOSIT. Each cash collateral
deposit made pursuant to any provision of this Agreement shall be held by
Citibank for the sole account of the Administrative Agent as collateral for the
payment of the Obligations. The Administrative Agent shall have exclusive
dominion and control, including the exclusive


                                       41
<PAGE>   47
right of withdrawal, over such account. Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and
sole discretion of the Administrative Agent at the request of the Borrower and
at the Borrower's risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated (but subject to the
consent of Lenders with LC Exposure representing greater than 50% of the total
LC Exposure), be applied to satisfy other obligations of the Borrower under this
Agreement. The Borrower shall be entitled to any surplus of any such cash
collateral deposit that may remain unapplied after the Revolving Commitments
have been terminated, all Letters of Credit have expired or been discharged, and
all Loans, reimbursement obligations, fees, expenses, taxes, indemnities and
other Obligations then outstanding have been paid in full in cash.

                           SECTION 2.6. FUNDING OF BORROWINGS.

                  (a) TRANSFER OF FUNDS. Each Lender shall make each Loan to be
made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 12:00 noon, New York City time, to the account of
the Administrative Agent most recently designated by the Administrative Agent
for such purpose by notice to the Lenders, except that Swingline Loans shall be
made as provided in Section 2.4. The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with Citibank in New York City
and designated by the Borrower in the applicable Borrowing Request, except that
ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as
provided in Section 2.5(e) shall be remitted by the Administrative Agent to the
Issuing Bank and Revolving Loans made to pay Swingline Loans shall be remitted
by the Administrative Agent to the Swingline Lender.

                  (b) FUNDING RELIANCE. Unless the Administrative Agent shall
have received notice from any Appropriate Lender prior to the proposed date of
any Borrowing that such Lender will not make available to the Administrative
Agent such Lender's share of such Borrowing, the Administrative Agent may assume
that such Lender has made such share available on such date in accordance with
Section 2.6(a) and may, in reliance upon such assumption, make available to the
Borrower a corresponding amount. In such event, if any Appropriate Lender has
not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount with interest thereon, for each day from and including the date such
amount is made available to the Borrower to but excluding the date of payment to
the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation or (ii) in the
case of the Borrower, the interest rate applicable to ABR Loans. If such Lender



                                       42
<PAGE>   48
pays such amount to the Administrative Agent, then such amount shall constitute
such Lender's Loan included in such Borrowing.

                  SECTION 2.7 INTEREST ELECTIONS.

                  (a) CONVERSION AND CONTINUATION. Each Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the Borrower may elect to
convert such Borrowing to a different Type or to continue such Borrowing and, in
the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as
provided in this Section 2.7. The Borrower may elect different options with
respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing. This Section 2.7 shall not apply to Swingline
Borrowings, which may not be converted into or continued as a Eurodollar
Borrowing.

                  (b) NOTICE OF CONVERSION OR CONTINUATION. To make an election
pursuant to this Section 2.7, the Borrower shall notify the Administrative Agent
of such election by telephone by the time that a Borrowing Request would be
required under Section 2.3 if the Borrower were requesting a Borrowing of the
Type resulting from such election to be made on the effective date of such
election. Each such telephonic Interest Election Request shall be irrevocable
and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Interest Election Request in a form approved
by the Administrative Agent and signed by the Borrower.

                  (c) CONTENTS OF NOTICE. Each telephonic and written Interest
Election Request shall specify the following information in compliance with
Section 2.2:

                           (i) the Borrowing to which such Interest Election
                  Request applies and, if different options are being elected
                  with respect to different portions thereof, the portions
                  thereof to be allocated to each resulting Borrowing (in which
                  case the information to be specified pursuant to Section
                  2.7(c)(iii) and 2.7(c)(iv) shall be specified for each
                  resulting Borrowing);

                           (ii) the effective date of the election made pursuant
                  to such Interest Election Request, which shall be a Business
                  Day;

                           (iii) whether the resulting Borrowing is to be an ABR
                  Borrowing or a Eurodollar Borrowing; and

                           (iv) if the resulting Borrowing is a Eurodollar
                  Borrowing, the Interest Period to be applicable thereto after
                  giving effect to such election, which shall be a period
                  contemplated by the definition of the term "Interest Period."

                                       43
<PAGE>   49
If any such Interest Election Request requests a Eurodollar Borrowing but does
not specify an Interest Period, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration.

                  (d) NOTICE TO LENDERS. Promptly following receipt of an
Interest Election Request, the Administrative Agent shall advise each
Appropriate Lender of the details thereof and of such Lender's portion of each
resulting Borrowing.

                  (e) CONVERSION TO ABR BORROWING. If the Borrower fails to
deliver a timely Interest Election Request with respect to a Eurodollar
Borrowing prior to the end of the Interest Period applicable thereto, then,
unless such Borrowing is repaid as provided herein, at the end of such Interest
Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding
any contrary provision hereof, if an Event of Default has occurred and is
continuing, then so long as an Event of Default is continuing, unless the
Required Lenders otherwise consent, (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.

                  (f) EURODOLLAR FUNDING NOT AVAILABLE. If with respect to any
Interest Period Lenders holding at least 50% in principal amount of the then
outstanding Loans of any Class advise the Administrative Agent prior to the
first day of the relevant Eurodollar Interest Period that funding is not
available to such Lenders in the London interbank market in Dollars, then the
Administrative Agent shall forthwith give notice thereof to the Borrower,
whereupon (until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist) the right of the
Borrower to elect to have Loans bear interest as Eurodollar Borrowings shall be
suspended, and each outstanding Eurodollar Borrowing shall be converted into an
ABR Borrowing on the last day of the then current Interest Period therefor,
notwithstanding any prior election by the Borrower to the contrary.

                  (g) ILLEGALITY. If at any time any Lender determines (which
determination shall, if made in good faith, be final and conclusive and binding
upon all parties) that the funding or continuation of, or conversion into, a
Eurodollar Borrowing has become unlawful or impermissible by compliance by such
Lender in good faith with any law, governmental rule, regulation or order of any
central bank or other Governmental Authority or quasi-governmental authority
(whether or not having the force of law and whether or not failure to comply
therewith would be unlawful or would result in costs or penalties), then, and in
any such event, such Lender may give notice of that determination, in writing,
to the Borrower and the Administrative Agent, and the Administrative Agent shall
promptly transmit the notice to each other Lender. When such notice is given by
a Lender, (a) the Borrower's right to request from such Lender, and such
Lender's obligation (if any) to make, Eurodollar Rate Loans shall be immediately
suspended, and such Lender shall make an ABR Loan as part of any requested
Borrowing or continuation of or conversion into Eurodollar Rate Loans and (b) if
the affected Eurodollar Rate Loan or Loans are then outstanding, the Borrower
shall immediately, or if permitted by applicable law, no later than the date



                                       44
<PAGE>   50
permitted thereby, upon at least one Business Day's written notice to the
Administrative Agent and the affected Lender, convert each such Loan into an ABR
Loan. If, at any time after a Lender gives notice under this Section 2.7(g),
such Lender determines that it may lawfully make Eurodollar Rate Loans of the
type referred to in such notice, such Lender shall promptly give notice of that
determination, in writing, to the Borrower and the Administrative Agent, and the
Administrative Agent shall promptly transmit the notice to each other Lender.
The Borrower's right to request from such Lender, and such Lender's obligation,
if any, to make, Eurodollar Rate Loans of such type shall then be restored.

                  SECTION 2.8. TERMINATION AND REDUCTION OF REVOLVING
                               COMMITMENTS.

                  (a) MANDATORY TERMINATION AT MATURITY AND UPON A CHANGE IN
CONTROL. Unless previously terminated, the Revolving Commitments shall terminate
(i) on the Revolving Credit Maturity Date and (ii) on the date written notice of
demand for prepayment is given by the Required Lenders pursuant to Section
2.10(a) upon the occurrence of a Change in Control.

                  (b) MANDATORY REDUCTION FROM NET CASH PROCEEDS. If and
whenever Holdings or the Borrower or any Borrower Subsidiary receives any Net
Cash Proceeds, the Revolving Commitments shall be reduced (i) in the case of any
Net Cash Proceeds of the type described in clause (a) in the definition thereof
and required to be applied to prepay Revolving Loans pursuant to Section
2.10(i), on the first Business Day after receipt thereof by an amount equal to
the Net Cash Proceeds so received, and (ii) in the case of any Net Cash Proceeds
of the type described in clause (b) in the definition thereof and required to be
applied to prepay Revolving Loans pursuant to Section 2.10(i), on the 301st day
after receipt thereof by an amount equal to the amount of such Net Cash Proceeds
determined (as set forth in such clause (b)) as of the 300th day after receipt
thereof.

                  (c) OPTIONAL TERMINATION OR REDUCTION. The Borrower may at any
time terminate, or from time to time reduce, the Revolving Commitments, provided
that (i) each reduction of the Revolving Commitments shall be in an amount that
is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the
Borrower shall not terminate or reduce the Revolving Commitments if and to the
extent that, after giving effect to such termination or reduction and any
concurrent prepayment of the Revolving Loans in accordance with Section 2.10,
the sum of the Total Revolving Credit Exposures would exceed the total Revolving
Commitments, and (iii) the Borrower shall not terminate or reduce the Revolving
Commitments if and to the extent that, after giving effect to such termination
or reduction and any concurrent discharge of Letters of Credit and the
Borrower's liabilities with respect to LC Disbursements that has been approved
in writing by the Issuing Bank in its sole discretion, the LC Exposure would
exceed the total Revolving Commitments.

                  (d) NOTICE. The Borrower shall notify the Administrative Agent
whenever any reduction of the Revolving Commitments is to become effective
pursuant to Section 2.8(b) and of any election by the Borrower to terminate or
reduce the Revolving Commitments under Section 2.8(c). Such notice shall be
given at least three Business Days


                                       45
<PAGE>   51
prior to the effective date of such termination or reduction, specifying such
termination or the amount and source of such reduction and the effective date
thereof. Promptly following receipt of any such notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section 2.8(d) shall be irrevocable.

                  (e) PERMANENT AND RATABLE. Any termination and each reduction
of the Revolving Commitments shall be permanent. Each reduction of the Revolving
Commitments shall be made ratably among the Revolving Lenders in accordance with
their respective Revolving Commitments.

                  (f) DEPOSIT OF CASH COLLATERAL. If on any date the LC Exposure
exceeds the Revolving Commitments in effect on such date, the Borrower shall on
such date deposit cash collateral in an amount equal to 105% of such excess on
the terms set forth in Section 2.5(k).

                  SECTION 2.9. REPAYMENT OF LOANS: EVIDENCE OF DEBT.

                  (a) REVOLVING LOANS; SWINGLINE LOANS. The Borrower hereby
unconditionally promises to pay (i) to the Administrative Agent for the account
of each Revolving Lender the then unpaid principal amount of each Revolving Loan
of such Lender on the Revolving Credit Maturity Date and (ii) to the Swingline
Lender the then unpaid principal amount of each Swingline Loan on the earlier of
the Revolving Credit Maturity Date and the first date after such Swingline Loan
is made that is the 15th or last day of a calendar month and is at least two
Business Days after such Swingline Loan is made. In addition, the Borrower shall
repay all outstanding Swingline Loans on each date that a Revolving Borrowing is
made and, in any event, upon demand by the Swingline Lender at any time.

                  (b) TERM B LOANS. The Borrower shall repay to each Term B
Lender (in accordance with the provisions of Section 2.16(a)) the aggregate
principal amount of all Term B Loans owing to such Lender in consecutive
semiannual and quarterly installments according to the amortization schedule set
forth below (as the same may be adjusted for prepayments pursuant to Section
2.10) until such principal amount has been paid in full. Such installments
(other than the last installment owing hereunder with respect to the Term B
Loans, which shall be due and payable on the Term B Maturity Date) shall be due
and payable on the last Business Day of each March and September of each year
until March 2005 and on the last Business Day of each March, June, September and
December thereafter (each a "Term B Payment Date"), commencing June 30, 2005,
and each such installment payable to each Term B Lender shall be in an amount
equal to such Term B Lender's Applicable Term B Percentage of the amount set
forth below opposite the date of such Term B Payment Date:

                                       46
<PAGE>   52
                                  TERM B LOANS

<TABLE>
<CAPTION>
                      TERM B LOAN PAYMENT DATE                                 INSTALLMENT
                      ------------------------                                 -----------
<S>                   <C>                                                     <C>
                          September 2000                                          $500,000
                          March 2001                                               500,000
                          September 2001                                           500,000
                          March 2002                                               500,000
                          September 2002                                           500,000
                          March 2003                                               500,000
                          September 2003                                           500,000
                          March 2004                                               500,000
                          September 2004                                           500,000
                          March 2005                                               500,000
                          June 2005                                             11,875,000
                          September 2005                                        11,875,000
                          December 2005                                         11,875,000
                          March 2006                                            11,875,000
                          June 2006                                             11,875,000
                          September 2006                                        11,875,000
                          December 2006                                         11,875,000
                          March 2007                                            11,875,000

                                   TOTAL                                      $100,000,000
</TABLE>

provided, however that the last such installment shall be in the amount
necessary to repay in full the aggregate unpaid principal amount of all
outstanding Term B Loans and shall, in any event, be due and payable on the Term
B Maturity Date.

                  (c) LENDER'S LOAN ACCOUNT. 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 Loan made by
such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.

                  (d) ADMINISTRATIVE AGENT'S RECORDS. The Administrative Agent
shall maintain records in which it shall record (i) the amount of each Loan made
hereunder, the Class and Type thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder and (iii) the
amount of any sum received by the Administrative Agent hereunder for the account
of the Lenders and each Lender's share thereof.

                  (e) PRIMA FACIE EVIDENCE. The entries made in the accounts
maintained pursuant to Section 2.9(c) and Section 2.9(d) shall be prima facie
evidence of the existence and amounts of the obligations recorded therein, but
the failure of any Lender or the Administrative Agent to maintain such accounts
or any error therein shall not in any manner affect the obligation of the
Borrower to repay the Loans, and to pay interest on the Loans, in accordance
with the terms of this Agreement.

                                       47
<PAGE>   53
                  (f) ISSUANCE OF NOTE. Any Lender may request that Loans of any
Class made by it be evidenced by a promissory note. In such event, the Borrower
shall prepare, execute and deliver to such Lender a promissory note payable to
the order of such Lender (or, if requested by such Lender, to such Lender and
its registered assigns) and in a form approved by the Administrative Agent.
Thereafter, the Loans evidenced by such promissory note and interest thereon
shall at all times (including after assignment pursuant to Section 9.4) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

                  SECTION 2.10. PREPAYMENT OF LOANS.

                  (a) UPON A CHANGE IN CONTROL. Upon written demand by the
Required Lenders, if such demand is made after the occurrence of any Change in
Control and prior to the 60th day following the date on which the Borrower gives
the Administrative Agent and Lenders written notice of the occurrence of such
Change in Control and if such demand has not previously been waived in writing
by the Required Lenders, the Borrower shall, on the first Business Day after
such demand, prepay in full all outstanding Revolving Loans, all outstanding
Term B Loans and all outstanding Swingline Loans and deposit cash collateral in
an amount equal to 105% of the then LC Exposure on the terms set forth in
Section 2.5(k).

                  (b) AT THE BORROWER'S OPTION. The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to the requirements of this Section 2.10.

                  (c) UPON TERMINATION OR REDUCTION OF THE COMMITMENTS. In the
event of any termination of the Revolving Commitments, the Borrower shall, on
the effective date of such termination, repay or prepay all outstanding
Revolving Loans and all outstanding Swingline Loans and deposit cash collateral
in an amount equal to 105% of the then LC Exposure on the terms set forth in
Section 2.5(k). If upon any partial reduction of the Revolving Commitments the
aggregate Total Revolving Credit Exposure would exceed the aggregate Revolving
Commitments after giving effect to such reduction, the Borrower shall, on the
effective date of such reduction, prepay Revolving Borrowings or Swingline Loans
(or a combination thereof) in an amount sufficient to eliminate such excess and
if after giving effect to the repayment of all Revolving Borrowings and
Swingline Loans any such excess remains outstanding, deposit cash collateral in
an amount equal to 105% of such remaining excess on the terms set forth in
Section 2.5(k).

                  (d) NET CASH PROCEEDS. If and whenever Holdings or the
Borrower or any Borrower Subsidiary receives any Net Cash Proceeds, the Borrower
shall prepay the Term B Loans and/or the Revolving Loans, and/or the Revolving
Commitments shall be permanently reduced (in each case, as and to the extent set
forth in Section 2.10(i)) (i) in the case of any Net Cash Proceeds of the type
described in clause (a) in the definition thereof, on the first Business Day
after receipt thereof by an amount equal to the Net Cash Proceeds so


                                       48
<PAGE>   54
received, and (ii) in the case of any Net Cash Proceeds of the type described in
clause (b) in the definition thereof, on the 301st day after receipt thereof by
an amount equal to the amount of such Net Cash Proceeds determined (as set forth
in such clause (b)) as of the 300th day after receipt thereof.

                  (e) EXCESS CASH FLOW. Within the earlier of five days after
delivery of the annual financial statements pursuant to Section 5.1(a) and 95
days following the end of each fiscal year beginning with the fiscal year ending
December 31, 2000, the Borrower shall prepay the Term B Loans and/or the
Revolving Loans, and/or the Revolving Commitments shall be permanently reduced
(in each case, as and to the extent set forth in Section 2.10(i)), in an
aggregate principal amount equal to 50% of the amount of the total Excess Cash
Flow of the Borrower and its Subsidiaries for such fiscal year.

                  (f) EXCESS INCURRENCE. If, notwithstanding the provisions of
Sections 3.2, 6.15 and 6.16, any Revolving Borrowing shall be made hereunder
which exceeds the amount permitted to be borrowed in compliance with Section
3.2, 6.15 or 6.16 as of the incurrence of such Borrowing, the Borrower shall
immediately prepay such Borrowing in an amount equal to such excess so that the
amount borrowed in respect of such Borrowing (after giving effect to such
prepayment) shall not exceed the amount permitted to be borrowed as of the
incurrence of such Borrowing in compliance with Section 3.2, 6.15 and 6.16.

                  (g) SELECTION OF BORROWINGS TO BE PREPAID. Prior to any
optional or mandatory prepayment of Borrowings hereunder, the Borrower shall
select the Borrowing or Borrowings to be prepaid and shall specify such
selection in the notice of such prepayment pursuant to Section 2.10(h), but, in
any event, each prepayment of Borrowings shall be applied to prepay ABR
Borrowings before any other Borrowings.

                  (h) NOTICE OF PREPAYMENT. The Borrower shall notify the
Administrative Agent (and, in the case of prepayment of a Swingline Loan, the
Swingline Lender) by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later
than 11:00 a.m., New York City time, two Business Days before the date of
prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than
11:00 a.m., New York City time, one Business Day before the date of prepayment
or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00
noon, New York City time, on the date of prepayment. Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment.
Promptly following receipt of any such notice (other than a notice relating
solely to Swingline Loans), the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an
amount that would be permitted in the case of an advance of a Borrowing of the
same Type as provided in Section 2.2, except as necessary to apply fully the
required amount of a mandatory prepayment. Each prepayment of a Borrowing shall
be applied


                                       49
<PAGE>   55
ratably to the Loans included in the prepaid Borrowing. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.12.

                  (i) APPLICATION OF PREPAYMENTS. Each prepayment under this
Section 2.10 (other than any optional prepayment of Revolving Loans and other
than any prepayment of Revolving Loans pursuant to Section 2.10(f)) shall be
applied first to the prepayment of the Term B Loans pro rata in accordance with
the outstanding principal amounts thereof until the Term B Loans are paid in
full and thereafter to the prepayment of the Revolving Loans and to the
permanent reduction of the Revolving Commitments (it being understood that the
Revolving Commitments shall be reduced by the full amount of any such required
prepayment of Revolving Loans whether or not any Revolving Loans are then
outstanding, except that no permanent reduction of the Revolving Commitments
shall be required in connection with a prepayment under Section 2.10(b), 2.10(e)
or 2.10(f)). Prepayments of Term B Loans shall be applied pro rata in accordance
with the outstanding principal amounts thereof.

                  SECTION 2.11. FEES.

                  (a) COMMITMENT FEES. The Borrower agrees to pay to the
Administrative Agent for the account of each Revolving Lender a commitment fee,
which shall accrue at the rate of 0.50% per annum applied from day to day on the
unused amount of the Revolving Commitment of such Revolving Lender on such day
for the period from and including the date of this Agreement to but excluding
the date on which the Revolving Commitments are terminated. Accrued commitment
fees shall be payable in arrears on the last day of March, June, September and
December of each year and on the date on which the Revolving Commitments
terminate, commencing on June 30, 2000. All commitment fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day). For purposes
of computing commitment fees with respect to Revolving Commitments, a Revolving
Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline
Exposure of such Lender shall be disregarded for such purpose).

                  (b) LETTER OF CREDIT PARTICIPATION AND FRONTING FEES. The
Borrower agrees to pay to the Administrative Agent for the account of each
Revolving Lender a participation fee with respect to its participations in
Letters of Credit, which shall accrue at a rate equal to the Applicable
Eurodollar Margin for Revolving Loans (as in effect from day to day as such
participation fee accrues) on the day to day amount of such Revolving Lender's
LC Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) for each day during the period from and including the date of
this Agreement to but excluding the later of the date on which such Lender's
Revolving Commitment terminates and the date on which such Lender ceases to have
any LC Exposure. The Borrower also agrees to pay to the Issuing Bank, solely for
the Issuing Bank's own account, a fronting fee which shall accrue at the rate of
1/4 of 1% per annum on the day to day amount of the LC Exposure for each day
during the period from and including


                                       50
<PAGE>   56
the date of this Agreement to but excluding the later of the date of termination
of the Revolving Commitments and the date on which there ceases to be any LC
Exposure, as well as the Issuing Bank's standard fees with respect to the
issuance, amendment, renewal or extension of any Letter of Credit or processing
of drawings thereunder. Participation fees and fronting fees accrued through and
including the last day of March, June, September and December of each year shall
be payable on the third Business Day following such last day, commencing on the
first such date to occur after the Restatement Effective Date, and, in addition,
all such fees shall be payable on the date on which the Revolving Commitments
terminate and any such fees accruing after the date on which the Revolving
Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Bank pursuant to this Section 2.11(b) shall be payable within 10 days
after demand. All participation fees and fronting fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

                  (c) CITICORP FEES. The Borrower agrees to pay to Citicorp USA,
for its own account and for account of the Arranger, fees payable in the amounts
and at the times separately agreed upon between the Borrower, the Administrative
Agent and the Arranger.

                  (d) FEES DUE AND NONREFUNDABLE. All fees payable hereunder
shall be paid on the dates due, in immediately available funds, to the
Administrative Agent (or to the Issuing Bank, in the case of fees payable to it)
for distribution, in the case of commitment fees and participation fees, to the
Lenders entitled thereto. Fees paid shall not be refundable under any
circumstances.

                  SECTION 2,12, INTEREST.

                  (a) EURODOLLAR BORROWINGS. The Loans comprising each
Eurodollar Borrowing shall bear interest for each day of each Interest Period
selected for such Borrowing in conformity with the provisions of this Agreement
at the Adjusted LIBO Rate determined for such Interest Period plus the
Applicable Eurodollar Margin determined as of such day.

                  (b) ABR BORROWINGS AND OTHER OBLIGATIONS. The Loans comprising
each ABR Borrowing (including each Swingline Loan) and, except to the extent
interest accrues thereon as set forth in Section 2.12(a), all other Loans,
reimbursement liabilities for LC Disbursements and other Obligations at any time
outstanding (other than interest) shall bear interest for each day at the
Alternate Base Rate in effect for such day plus the Applicable ABR Margin
determined as of such day.

                  (c) INTEREST AFTER EVENT OF DEFAULT. Notwithstanding the
provisions of Section 2.12(a) and Section 2.12(b), if and for as long as any
amount due for principal of or interest on any Loan or any reimbursement
liability for LC Disbursements remains unpaid and, in addition, for each day on
which any Event of Default has occurred and is continuing, any and all
outstanding Loans (whether or not then due and payable), reimbursement
liabilities for LC Disbursements and other monetary Obligations then due and
payable shall


                                       51
<PAGE>   57
bear interest, after as well as before judgment, at a rate per annum equal to
(i) in the case of any Eurodollar Borrowing for which the Interest Period has
not then expired, 2 % per annum plus the rate (including the Applicable
Eurodollar Margin) otherwise applicable to such Eurodollar Borrowing as provided
in Section 2.12(a) or (ii) in the case of any other Loan, reimbursement
liability or other Obligation then outstanding, 2 % per annum plus the rate
(including Applicable ABR Margin) then applicable to ABR Borrowings as provided
in Section 2.12(b).

                  (d) PAYMENT OF INTEREST. Accrued interest on each Loan shall
be payable in arrears on each Interest Payment Date for such Loan and, in the
case of Revolving Loans, upon termination of the Revolving Commitments, except
that, in any event, (A) interest accrued pursuant to Section 2.12(c) shall be
payable on demand, (B) in the event of any repayment or prepayment of any Loan
(other than a prepayment of an ABR Revolving Loan prior to the end of the
Revolving Availability Period), accrued interest on the principal amount repaid
or prepaid shall be payable on the date of such repayment or prepayment and (C)
in the event of any conversion of any Eurodollar Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion.

                  (e) COMPUTATION OF INTEREST. All interest hereunder shall be
computed on the basis of a year of 360 days, except that interest computed by
reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on Citibank's base rate shall be computed on the basis of a year of 365
days (or 366 days in a leap year), and in each case shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be
determined by the Administrative Agent, and such determination shall be
conclusive absent manifest error.

                  SECTION 2.13. ALTERNATE RATE OF INTEREST. If prior to the
commencement of any Interest Period for a Eurodollar Borrowing:

                           (i)the Administrative Agent determines (which
                  determination shall be conclusive absent manifest error) that
                  adequate and reasonable means do not exist for ascertaining
                  the Adjusted LIBO Rate for such Interest Period; or

                           (ii) the Administrative Agent is advised by the
                  Required Lenders that the Adjusted LIBO Rate for such Interest
                  Period will not adequately and fairly reflect the cost to such
                  Lenders (or Lender) of making or maintaining their Loans (or
                  its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (A) any Interest
Election Request that requests the conversion of any


                                       52
<PAGE>   58
Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall
be ineffective and (B) if any Borrowing Request requests a Eurodollar Borrowing,
such Borrowing shall be made as an ABR Borrowing.

                  SECTION 2.14. YIELD PROTECTION.

                  (a) INCREASED COSTS. If any Change in Law shall:

                           (i) impose, modify or deem applicable any reserve,
                  special deposit or similar requirement against assets of,
                  deposits with or for the account of, or credit extended by,
                  any Lender or any holding company of any Lender (except any
                  such reserve requirement reflected in the Adjusted LIBO Rate)
                  or the Issuing Bank; or

                           (ii) impose on any Lender or the Issuing Bank or the
                  London interbank market any other condition affecting this
                  Agreement or Eurodollar Loans made by such Lender or any
                  Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Eurodollar Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
Borrower will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or the Issuing Bank,
as the case may be, for such additional costs incurred or reduction suffered.

                  (b) CAPITAL COSTS. If any Lender or the Issuing Bank
determines that any Change in Law regarding capital requirements increases or
would have the effect of increasing the amount or cost of capital required or
expected to be maintained by such Lender or any corporation controlling such
Lender or Issuing Bank, or reduces or would have the effect of reducing the rate
of return on such capital, and such Lender or Issuing Bank reasonably determines
that the amount or cost of such capital is increased, or the rate of return
thereon is reduced, by or based upon the existence or funding of such Lender's
or Issuing Bank's commitment to make loans and issue or participate in letters
of credit under this Agreement and other commitments of this type, to a level
below that which such Lender or the Issuing Bank or such Lender's or the Issuing
Bank's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's or the Issuing Bank's policies and the policies
of such Lender's or the Issuing Bank's holding company with respect to capital
adequacy), then, within three Business Days after demand by such Lender or
Issuing Bank, the Borrower shall pay to such Lender or Issuing Bank, from time
to time as specified by such Lender or Issuing Bank, additional amounts
sufficient to compensate such Lender or Issuing Bank in the light of such
circumstances, to the extent that such Lender or Issuing Bank in good faith
determines such increase in capital, or reduction in the rate of return, to be
allocable to the existence or funding of its commitment.

                                       53
<PAGE>   59
                  (c) PROOF OF COSTS. A certificate of a Lender or the Issuing
Bank setting forth the amount or amounts necessary to compensate such Lender or
the Issuing Bank or its holding company, as the case may be, as specified in
Section 2.14(a) or Section 2.14(b) shall be delivered to the Borrower and shall
be conclusive absent manifest error. The Borrower shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

                  (d) LOOK-BACK LIMIT. The Borrower shall not be required to
compensate a Lender or the Issuing Bank pursuant to this Section 2.14 for any
increased costs or reductions incurred more than 90 days prior to the date that
such Lender or the Issuing Bank, as the case may be, notifies the Borrower of
the Change in Law giving rise to such increased costs or reductions and of such
Lender's or the Issuing Bank's intention to claim compensation therefor, except
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the 90-day period referred to above shall be extended to
include the period of retroactive effect thereof. Subject to the foregoing, no
failure or delay on the part of any Lender or the Issuing Bank to demand
compensation pursuant to this Section 2.14 shall constitute a waiver of such
Lender's or the Issuing Bank's right to demand such compensation.

                  (e) BREAKAGE COSTS. In the event of (i) the payment of any
principal of any Eurodollar Loan other than on the last day of an Interest
Period applicable thereto (including as a result of an Event of Default), (ii)
the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (iii) the failure to borrow, convert, continue or
prepay any Loan on the date specified in any notice delivered pursuant hereto,
or (iv) the assignment of any Eurodollar Loan other than on the last day of the
Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.17, then, in any such event, the Borrower shall compensate
each Lender for the loss, cost and expense attributable to such event. In the
case of a Eurodollar Loan, such loss, cost or expense to any Lender shall be
deemed to include an amount determined by such Lender to be the excess, if any,
of (A) the amount of interest that would have accrued on the principal amount of
such Loan had such event not occurred, at the Adjusted LIBO Rate that would have
been applicable to such Loan, for the period from the date of such event to the
last day of the then current Interest Period therefor (or, in the case of a
failure to borrow, convert or continue, for the period that would have been the
Interest Period for such Loan), over (B) the amount of interest that would
accrue on such principal amount for such period at the interest rate that such
Lender would bid, were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the Eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section 2.14 shall be
delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate
within 10 days after receipt thereof.

                                       54
<PAGE>   60
                  SECTION 2.15.TAXES.

                  (a) PAYMENTS FREE FROM TAXES. Any and all payments by or on
account of any obligation of the Borrower hereunder or under any other Loan
Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes. If, nevertheless, the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.15) the Administrative Agent, Lender or Issuing Bank (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
Governmental Authority in accordance with applicable law.

                  (b) PAYMENT OF OTHER TAXES. In addition, the Borrower shall
pay any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.

                  (c) TAX INDEMNITY. The Borrower shall indemnify the
Administrative Agent, each Lender and the Issuing Bank, within 10 days after
written demand therefor, for the full amount of any Indemnified Taxes or Other
Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as the
case may be, on or with respect to any payment by or on account of any
obligation of the Borrower hereunder or under any other Loan Document (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section 2.15) and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not
such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to the Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.

                  (d) DELIVERY OF RECEIPT. As soon as practicable after any
payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Administrative Agent the original
or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Administrative Agent.

                  (e) FOREIGN LENDER CERTIFICATION. Any Foreign Lender shall
deliver to the Borrower and the Administrative Agent two copies of either United
States Internal Revenue Service Form W-8BEN or Form W-8ECI, or, in the case of a
Foreign Lender's claiming exemption from U.S. Federal withholding tax under
Section 871(h) or 881(c) of the Code with respect to payments of "portfolio
interest," a Form W-8BEN, or any subsequent versions thereof or successors
thereto (and, if such Foreign Lender delivers a Form W-8BEN, a certificate
representing that such Foreign Lender is not a bank for


                                       55
<PAGE>   61
purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within
the meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Code)), properly completed and duly executed by such
Foreign Lender claiming complete exemption from or reduced rate of, U.S. Federal
withholding tax on payments by the Borrower under this Agreement and the other
Loan Documents. Such forms shall be delivered by each Foreign Lender on or
before the date it becomes a party to this Agreement (or, in the case of a
Transferee that is a participation holder on or before the date such
participation holder becomes a Transferee hereunder) and on or before the date,
if any, such Foreign Lender changes its applicable lending office by designating
a different lending office (a "New Lending Office"). In addition, each Foreign
Lender shall deliver such forms promptly upon the obsolescence or invalidity of
any form previously delivered by such Foreign Lender. Notwithstanding any other
provision of this Section 2.15(e), a Foreign Lender shall not be required to
deliver any form pursuant to the preceding sentence of this Section 2.15(e) that
such Foreign Lender is not legally able to deliver.

                  (f) EFFECT OF FAILURE TO COMPLY. The Borrower shall not be
required to indemnify any Foreign Lender or to pay any additional amounts to any
Foreign Lender in respect of U.S. Federal withholding tax pursuant to Section
2.15(a) or Section 2.15(c) to the extent that the obligation to pay such
additional amounts would not have arisen but for a failure by such Foreign
Lender to comply with the provisions of Section 2.15(e). Should a Lender become
subject to Taxes because of its failure to deliver a form required hereunder,
Borrower shall, at Lender's expense, take such steps as such Lender shall
reasonably request to assist such Lender to recover such Taxes.

                  SECTION 2.16. PAYMENTS; PRO RATA TREATMENT; SHARING OF
                                SETOFFS.

                  (a) PLACE, TIME AND MANNER OF PAYMENT. The Borrower shall make
each payment required to be made by it hereunder or under any other Loan
Document (whether of principal, interest, fees or reimbursement of LC
Disbursements, or of amounts payable under Section 2.14 or Section 2.15 or
otherwise) prior to 12:00 noon, New York City time, on the date when due, in
immediately available funds, without setoff or counterclaim. Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at the offices of Citibank at 399 Park
Avenue, New York, New York, except payments to be made directly to the Issuing
Bank or Swingline Lender as expressly provided herein and except that payments
pursuant to Sections 2.14, 2.15, and 9.3 shall be made directly to the Persons
entitled thereto and payments pursuant to other Loan Documents shall be made to
the Persons specified therein. The Administrative Agent shall distribute any
such payments received by it for the account of any other Person to the
appropriate recipient promptly following receipt thereof. If any payment under
any Loan Document shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case
of any payment accruing


                                       56
<PAGE>   62
interest, interest thereon shall be payable for the period of such extension.
All payments under each Loan Document shall be made in Dollars.

                  (b) APPLICATION OF PAYMENTS. If at any time insufficient funds
are received by and available to the Administrative Agent to pay fully all
amounts of principal, unreimbursed LC Disbursements, interest and fees then due
hereunder, such funds shall be applied (i) first, towards payment of interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, towards payment of principal and unreimbursed LC Disbursements then
due hereunder, ratably among the parties entitled thereto in accordance with the
amounts of principal and unreimbursed LC Disbursements then due to such parties.

                  (c) DISPROPORTIONATE PAYMENTS. If any Lender shall, by
exercising any right of setoff or counterclaim or otherwise, obtain payment in
respect of any principal of or interest on any of its Loans or participations in
LC Disbursements or Swingline Loans resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Loans and participations
in LC Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater
proportion shall purchase (for cash at face value) participations in the Loans
and participations in LC Disbursements and Swingline Loans of other Lenders to
the extent necessary so that the benefit of all such payments shall be shared by
the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC
Disbursements and Swingline Loans. If any such participations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations shall be rescinded and the purchase price restored to the extent
of such recovery, without interest. The provisions of this Section 2.16(c) shall
not be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Borrower Subsidiary or Affiliate
thereof (as to which the provisions of this Section 2.16(c) shall apply). The
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of the Borrower in the amount of such participation.

                  (d) PAYMENT RELIANCE. Unless the Administrative Agent shall
have received notice from the Borrower prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders or the Issuing
Bank hereunder that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the
Lenders or the Issuing Bank, as the case may be, the amount due. In such event,
if the Borrower has not in fact made such payment, then each of the Lenders or
the Issuing Bank, as the case may be, severally agrees to repay to the



                                       57
<PAGE>   63
Administrative Agent forthwith on demand the amount so distributed to such
Lender or Issuing Bank with interest thereon, for each day from and including
the date such amount is distributed to it to but excluding the date of payment
to the Administrative Agent, at the greater of the Federal Funds Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation.

                  (e) LENDER'S FAILURE TO FUND. If any Lender shall fail to make
any payment required to be made by it pursuant to Section 2.4(c), 2.5(d),
2.5(e), 2.6(b), 2.16(d) or 9.3(c), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts
thereafter received by the Administrative Agent for the account of such Lender
to satisfy such Lender's obligations under such Sections until all such
unsatisfied obligations are fully paid.

                                       58
<PAGE>   64
                  SECTION 2.17. REPLACEMENT OF LENDER. If any Lender gives
notice of illegality pursuant to Section 2.7(g) or requests compensation under
Section 2.14 (other than pursuant to Section 2.14(e)), or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 9.4), all its interests, rights and obligations under this Agreement to
an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), but (in each case) only if (i) the
Borrower has received the prior written consent of the Administrative Agent,
and, if the affected Lender has a Revolving Commitment, the Issuing Bank and
Swingline Lender, in each instance which consent shall not unreasonably be
withheld, (ii) such Lender has received payment of an amount equal to the
outstanding principal of its Loans and participations in LC Disbursements and
Swingline Loans, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.14 or payments required to be made
pursuant to Section 2.15, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.


                                  ARTICLE III
                                   CONDITIONS

                  SECTION 3.1. EFFECTIVE DATE. The obligations of the Lenders to
continue the Original Loans hereunder (as and to the extent set forth in Section
2.1) and to make the initial Loans hereunder and of the Issuing Bank to issue
the initial Letters of Credit hereunder shall not become effective until the
date on which each of the following conditions is satisfied (or waived in
accordance with Section 9.2):

                  (a) THIS AGREEMENT. The Administrative Agent shall have
received from each party hereto either (i) a counterpart of this Agreement
signed on behalf of such party or (ii) written evidence satisfactory to the
Agents (which may include telecopy transmission of a signed signature page of
this Agreement) that such party has signed a counterpart of this Agreement.

                  (b) OMNIBUS CONSENT. The Administrative Agent shall have
received counterparts of the Omnibus Consent signed on behalf of each Guarantor.

                  (c) PAYMENT OF INTEREST AND FEES UNDER ORIGINAL CREDIT
AGREEMENT. The Administrative Agent shall have received, for the account of each
Lender under the Original Credit Agreement, all accrued and unpaid fees and
interest owing thereunder, including any applicable breakage charges.

                                       59
<PAGE>   65
                  (d) PERFECTION CERTIFICATE. The Administrative Agent shall
have received a completed Perfection Certificate dated the Restatement Effective
Date and signed by an executive officer or Financial Officer of the Borrower,
together with all attachments contemplated thereby, including (A) the results of
a search for Uniform Commercial Code (or equivalent) filings made with respect
to the Loan Parties in the jurisdictions listed on Schedule 4.14(c), (B) copies
of the financing statements (or similar documents) disclosed by such search and
evidence reasonably satisfactory to the Agents that the Liens indicated by such
financing statements (or similar documents) are permitted by Section 6.3 or have
been released, and (C) Perfection Notices duly executed by the Loan Party that
is the depositor on each deposit account as to which a Perfection Notice is
required under Section 5.13(b).

                  (e) CLOSING CERTIFICATE. The Administrative Agent shall have
received a certificate in substantially the form of Exhibit G, dated the
Restatement Effective Date and signed by the President, a Vice President or a
Financial Officer of the Borrower, confirming compliance with the conditions set
forth in this Article III and confirming the other matters set forth in Exhibit
G;

                  (f) CORPORATE MATTERS. The Administrative Agent shall have
received such documents and certificates as any Agent or Lender may reasonably
request relating to the organization, existence and good standing of each Loan
Party, the authorization of the Financing Transactions and any other legal
matters relating to the Loan Parties or the Loan Documents, all in form and
substance satisfactory to the Administrative Agent and its counsel.

                  (g) OPINION OF COUNSEL TO THE LOAN PARTIES. The Administrative
Agent shall have received a favorable written opinion (addressed to each Agent
and the Lenders and dated the Restatement Effective Date) of Katten Muchin
Zavis, counsel for the Loan Parties, substantially in the form of Exhibit H and
covering such other matters relating to the Loan Parties and the Loan Documents
as the Administrative Agent or the Required Lenders may reasonably request. The
Borrower and Holdings hereby request such counsel to deliver such opinions.

                  (h) FACILITY FEES AND COSTS. The Agents shall have received
all fees and other amounts due and payable on or prior to the Restatement
Effective Date, including, to the extent invoiced, reimbursement or payment of
all reasonable and documented out-of-pocket expenses required to be reimbursed
or paid by any Loan Party hereunder or under any other Loan Document.

                  (i) FINANCIAL STATEMENTS. The Lenders shall have received
Holdings' and the Borrower's consolidated and consolidating balance sheets and
related statements of operations, stockholders' equity and cash flows as of the
end of and for the fiscal year ended December 31, 1999, setting forth in each
case in comparative form the figures for the previous fiscal year, all audited
(in the case of such consolidated statements) and reported on by independent
public accountants of recognized national standing (without a "going concern" or
like qualification or exception and without any qualification or exception as to



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<PAGE>   66
the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and
results of operations of Holdings and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied.

                  (j) FINANCIAL PROJECTIONS. The Lenders shall have received
financial projections for Holdings Group on a consolidated basis for fiscal
years 2000 through 2007, showing no material negative variances from the
projections previously provided to the Administrative Agent and in form and
substance reasonably satisfactory to the Agents.

                  (k) EQUITY FUNDING. The Borrower shall have received
$30,000,000 in cash as paid-in equity capital from the issuance and sale of its
common and preferred stock as set forth in the Restatement Effective Date
Capitalization Table upon the terms and conditions set forth in the Equity
Documents.

                  (l) NO OTHER DEBT. After giving effect to the transactions
contemplated hereby, no member of the Holdings Group shall have any outstanding
Indebtedness or preferred stock other than (i) Indebtedness created and
outstanding under the Loan Documents, (ii) Senior Subordinated Notes issued by
the Borrower and guaranteed (on a subordinated basis) by Borrower Subsidiaries
and outstanding on the terms set forth in the Senior Subordinated Note
Indenture, (iii) Discount Debentures issued by Holdings and outstanding on the
terms set forth in the Discount Debenture Indenture and not in any respect
Guaranteed by the Borrower or any Borrower Subsidiary, (iv) the Holdings
Preferred Stock described in the Restatement Effective Date Capitalization Table
issued by Holdings and outstanding on the terms set forth in Holdings' Equity
Documents, (v) other unsecured Indebtedness not exceeding $2,200,000 and (vi)
Indebtedness in respect of Capital Lease Obligations not in excess of $300,000.

                  (m) NO LEGAL PROCEEDINGS. There shall be no litigation or
administrative proceeding pending or threatened that, in the opinion of the
Required Lenders, could reasonably be expected to have a Material Adverse Effect
or to adversely affect the ability of the parties to consummate the Financing
Transactions.

                  (n) NO VIOLATION. The consummation of the Financing
Transactions and the other transactions contemplated hereby shall not (a)
violate any applicable law, statute, rule or regulation or (b) conflict with, or
result in a default or event of default under, any material agreement of any
member of the Holdings Group (including, without limitation, the Discount
Debenture Indenture and the Senior Subordinated Note Indenture), and the Lenders
shall have received one or more legal opinions to such effect, satisfactory to
the Agents, from counsel to the Loan Parties satisfactory to the Agents.

                  (o) CONSENTS AND APPROVALS. All consents and approvals
required to be obtained from any Governmental Authority or other Person in
connection with the transactions contemplated hereby shall have been obtained,
all applicable waiting periods and appeal periods shall have expired, in each
case without the imposition of any burdensome conditions and there shall be no
action by any Governmental Authority, actual


                                       61
<PAGE>   67
or threatened, that could reasonably be expected to restrain, prevent or impose
burdensome conditions on the transactions contemplated hereby:

The Administrative Agent shall notify the Borrower and the Lenders of the
Restatement Effective Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans and
of the Issuing Bank to issue Letters of Credit hereunder shall not become
effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.2) at or prior to 3:00 p.m., New York City time, on April
30, 2000 (and, in the event such conditions are not so satisfied or waived, the
Commitments shall terminate at such time and the Original Credit Agreement shall
be reinstated).

                  SECTION 3.2. EACH CREDIT EVENT. The obligation of each Lender
to make a Loan on the occasion of any Borrowing, and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit, is subject to the
satisfaction of the following conditions:

                  (a) RENEWAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties of each Loan Party set forth in the Loan
Documents shall be true and correct in all material respects on and as of the
date of such Borrowing or the date of issuance, amendment, renewal or extension
of such Letter of Credit, as applicable, as though made on and as of such date,
other than any such representations or warranties that by their terms refer to a
date other than the date of such Borrowing, issuance, amendment, renewal or
extension, in which case such representations and warranties shall be true and
correct as of such other date.

                  (b) NO DEFAULT. At the time of and immediately after giving
effect to such Borrowing or the issuance, amendment, renewal or extension of
such Letter of Credit, as applicable, no Default shall have occurred and be
continuing.

                  (c) NO MATERIAL ADVERSE CHANGE. No event shall have occurred
that has had, or could reasonably be expected to have, a Material Adverse
Effect.

                  (d) PRO FORMA COVENANT COMPLIANCE. After giving effect pro
forma to such Borrowing and the application of the proceeds thereof and after
giving effect pro forma to such issuance, amendment, renewal or extension, the
Borrower and Holdings shall be in compliance with each of the covenants set
forth in Sections 6.13, 6.14, and, if and to the extent applicable, 6.15 and
6.16 (computed on the basis of (i) Indebtedness (as defined herein or as defined
in the Discount Debenture Indenture or the Senior Subordinated Note Indenture,
as applicable) outstanding on the day of such Borrowing, issuance, amendment,
renewal or extension and (ii) Adjusted Pro Forma EBITDA (or Consolidated EBITDA
(as defined herein or as defined in the Discount Debenture Indenture or the
Senior Subordinated Note Indenture, as applicable) determined as of the last day
of the fiscal quarter then most recently ended). A schedule prepared by the
Borrower and setting forth in reasonable detail the applicable computations with
respect to Sections 6.15 and 6.16 shall be included with


                                       62
<PAGE>   68
each Borrowing Request submitted when the amount of Senior Debt exceeds (before
or after giving effect to such Borrowing), the Senior Debt Trigger Amount.

                  Each Borrowing and each issuance, amendment, renewal or
extension of a Letter of Credit shall be deemed to constitute a representation
and warranty by the Borrower and Holdings Party on the date thereof as to the
matters specified in this Section 3.2.


                                  ARTICLE IV.

                         REPRESENTATIONS AND WARRANTIES

                  Each of the Borrower and Holdings represents and warrants to
the Agents, Lenders and Issuing Bank that:

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<PAGE>   69
                  SECTION 4.1. ORGANIZATION; POWERS. Each member of the Holdings
Group is duly organized, validly existing and in good standing under the laws of
the jurisdiction of its organization, has all requisite power and authority to
carry on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required.

                  SECTION 4.2. AUTHORIZATION; ENFORCEABILITY. The Financing
Transactions to be entered into by each Loan Party are within such Loan Party's
corporate powers and have been duly authorized by all necessary corporate and,
if required, stockholder action. This Agreement has been duly executed and
delivered by each Loan Party that is a party hereto and constitutes, and each
other Loan Document to which any Loan Party is to be a party, when executed and
delivered by such Loan Party, will constitute, a legal, valid and binding
obligation of such Loan Party, enforceable in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law.

                  SECTION 4.3. GOVERNMENTAL APPROVALS; NO CONFLICTS. The
Financing Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority,
except such as have been obtained or made and are in full force and effect and
except filings necessary to perfect Liens created under the Loan Documents, (b)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of any member of the Holdings Group or any order
of any Governmental Authority, (c) will not violate or result in a default under
any indenture, agreement or other instrument governing Material Indebtedness of,
or any other material agreement binding upon, any member of the Holdings Group
or its assets, or give rise to a right thereunder to require any payment to be
made by any member of the Holdings Group, and (d) will not result in the
creation or imposition of any Lien on any asset of any member of the Holdings
Group, except Liens created under the Loan Documents.

                  SECTION 4.4. FINANCIAL CONDITION; NO MATERIAL ADVERSE CHANGE.

                  (a) CONSOLIDATED FINANCIAL STATEMENTS. Holdings and the
Borrower have heretofore furnished to the Lenders consolidated financial
statements as of December 31, 1999 and December 31, 1998, audited by KPMG Peat
Marwick LLP. Such financial statements are free of material misstatement and
present fairly, in all material respects, the consolidated financial condition
of Holdings and its consolidated Subsidiaries as of December 31, 1999 and
December 31, 1998, and the results of operations and cash flows of Holdings and
its consolidated Subsidiaries for the fiscal years ended December 31, 1999 and,
December 31, 1998 in conformity with GAAP.

                  (b) INFORMATION MEMORANDUM. The factual statements made in the
Information Memorandum are true and correct as of the time of preparation of the
Information Memorandum and as of the date hereof in all material respects. The
financial


                                       64
<PAGE>   70
projections included in the Information Memorandum and the financial projections
delivered to any of the Agents prior to date hereof were, as of the time of
preparation thereof and as of the date hereof, based on the best information
available to Holdings and the Borrower after due inquiry at the date thereof and
on good faith estimates and assumptions believed by Holdings and the Borrower to
be reasonable, subject to the uncertainties inherent in projections.

                  (c) PRO FORMA BALANCE SHEETS. Holdings and the Borrower have
heretofore furnished to the Lenders the pro forma consolidated balance sheets of
Holdings and of the Borrower as of December 31, 1999, prepared giving effect to
the Financing Transactions as if the Financing Transactions had occurred on such
date. Such pro forma consolidated balance sheets (i) were prepared in good faith
based on the same assumptions used to prepare the pro forma financial statements
included in the Information Memorandum (which assumptions were, at the time of
preparation of the Information Memorandum, and are, as of the date hereof,
believed by Holdings and the Borrower to be reasonable), (ii) were based on the
best information available to Holdings and the Borrower after due inquiry at the
date thereof, (iii) accurately reflect all adjustments necessary to give effect
to the Financing Transactions and (iv) presents fairly, in all material
respects, the pro forma financial position of Holdings and its consolidated
subsidiaries and the Borrower and its consolidated subsidiaries as of the
Restatement Effective Date, as if the Financing Transactions had occurred on
such date.

                  (d) INDEBTEDNESS. Neither Holdings nor the Borrower nor any
Borrower Subsidiary has any outstanding Indebtedness other than (i) Indebtedness
created and outstanding under the Loan Documents, (ii) Senior Subordinated Notes
issued by the Borrower and guaranteed (on a subordinated basis) by Borrower
Subsidiaries and outstanding on the terms set forth in the Senior Subordinated
Note Indenture, (iii) Discount Debentures issued by Holdings and outstanding on
the terms set forth in the Discount Debenture Indenture and not in any respect
Guaranteed by the Borrower or any Borrower Subsidiary, (iv) the Holdings
Preferred Stock described in the Restatement Effective Date Capitalization Table
issued by Holdings and outstanding on the terms set forth in Holdings' Equity
Documents, (v) $2,200,000 in unsecured Indebtedness outstanding on the
Restatement Effective Date, (vi) Indebtedness in respect of Capital Lease
Obligations not in excess of $300,000 and (vii) Indebtedness incurred after the
Restatement Effective Date and permitted to be incurred, and to remain
outstanding, under Section 6.1.

                  (e) PREFERRED STOCK. Neither the Borrower nor any Borrower
Subsidiary has any outstanding preferred stock or Disqualified Stock. Holdings
has no outstanding preferred stock that constitutes Disqualified Stock.

                  (f) LIENS. None of the property or assets of Holdings or the
Borrower or any Borrower Subsidiary is subject to any Lien except Liens
permitted to be incurred, and to remain outstanding, under Section 6.3.



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<PAGE>   71
                  (g) NO CONTINGENT LIABILITIES, UNUSUAL COMMITMENTS OR
UNREALIZED LOSSES. Except as disclosed in the financial statements referred to
above or the notes thereto or in the Information Memorandum and except for the
Disclosed Matters, after giving effect to the Financing Transactions, no member
of the Holdings Group has, as of the Restatement Effective Date, any material
contingent liabilities, unusual long-term commitments or unrealized losses.

                  (h) FINANCIAL STATEMENTS. Each financial statement delivered
by any member of the Holdings Group at any time after the Restatement Effective
Date pursuant to Section 5.1 is free of material misstatement and presents
fairly, in all material respects, the assets of the Person or consolidated group
that is the subject thereof as of the date thereof and the results of operations
and cash flows of such Person or group for the period therein described ended
such date, in conformity with GAAP but subject (except in the case of audited
year-end financial statements) to year-end adjustments.

                  (i) NO MATERIAL ADVERSE EVENT. Since December 31, 1999, there
has been no material adverse change in the business, assets, operations,
material agreements, prospects or condition, financial or otherwise, of (i) the
"Assets" and "Business" described in the Original Asset Purchase Agreements (as
such terms are defined therein) or (ii) the Borrower and Borrower Subsidiaries,
taken as a whole, or (iii) Holdings and the Subsidiaries, taken as a whole, and
no event has occurred that has had, or could reasonably be expected to have, a
Material Adverse Effect.

                  SECTION 4.5. PROPERTIES.

                  (a) TITLE. Except as disclosed in Schedule 4.5(a), each member
of the Holdings Group has good title to all its personal property material to
its business, except for Liens permitted to be incurred and to remain
outstanding under Section 6.3, minor defects in title that do not interfere with
its ability to conduct its business as currently conducted or to utilize such
properties for their intended purposes.

                  (b) INTELLECTUAL PROPERTY. Each member of the Holdings Group
owns, or is licensed to use, all trademarks, trade names, copyrights, patents
and other intellectual property material to its business, and the use thereof by
the Holdings Group does not infringe upon the rights of any other Person, except
for any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. Schedule 4.5(b)
sets forth all interests in any such property that are owned by or registered in
the name of any Loan Party or any agent or nominee acting for any Loan Party and
the registration data as to all such property so registered.

                  (c) REAL PROPERTY. Schedule 4.5(c) sets forth the address of
each real property that is owned or leased by the Holdings Group as of the
Restatement Effective Date.

                  (d) THE BORROWER AND HOLDINGS. The Borrower is a Wholly-Owned
Subsidiary of Holdings. Holdings owns no assets other than the common stock of
the


                                       66
<PAGE>   72
Borrower and conducts no business or activities other than the ownership of such
common stock and activities incidental thereto.

                  (e) BORROWER SUBSIDIARIES. The Unrecovered Investment of any
and all members of the Holdings Group in Partially-Owned Subsidiaries does not
exceed $20,000,000. Except for such Partially-Owned Subsidiaries, each Borrower
Subsidiary is Wholly-Owned by the Borrower.

                  (f) AMENDMENT OF SCHEDULES. The Borrower may at any time
unilaterally amend Schedule 4.5(b) or Schedule 4.5(c) to reflect any Permitted
Acquisition or any Transfer of assets permitted under this Agreement, by giving
written notice thereof to the Administrative Agent and the Lenders. To be
effective, such notice must state conspicuously that it constitutes an amendment
to certain factual matters relating to the property of the Loan Parties set
forth in Section 4.5 of this Agreement and any changes to such Schedules must be
conspicuously marked.

                  SECTION 4.6. LITIGATION AND ENVIRONMENTAL MATTERS.

                  (a) NO LEGAL PROCEEDINGS. There are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority pending
against or, to the knowledge of any Loan Party, threatened against or affecting
any member of the Holdings Group (i) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
any of the Loan Documents or the Financing Transactions.

                  (b) ENVIRONMENTAL MATTERS. Except for the Disclosed Matters
and except with respect to any other matters that, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, no member of the Holdings Group (i) has failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or
other approval required under any Environmental Law, (ii) has become subject to
any Environmental Liability, (iii) has received notice of any claim with respect
to any Environmental Liability or (iv) knows of any basis for any Environmental
Liability.

                  (c) DISCLOSED MATTERS. Since the date of this Agreement, there
has been no change in the status of the Disclosed Matters that, individually or
in the aggregate, has resulted in, or could reasonably be expected to result in,
a Material Adverse Effect.



                                       67
<PAGE>   73
                  SECTION 4.7. COMPLIANCE WITH LAWS AND AGREEMENTS. Each member
of the Holdings Group is in compliance with all laws, regulations and orders of
any Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.

                  SECTION 4.8. INVESTMENT AND HOLDING COMPANY STATUS. No member
of the Holdings Group is (a) an "investment company" as defined in, or subject
to regulation under, the Investment Company Act of 1940 or (b) a "holding
company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.

                  SECTION 4.9. TAXES. Each member of the Holdings Group has
timely filed or caused to be filed all Tax returns and reports required to have
been filed and has paid or caused to be paid all Taxes required to have been
paid by it, except Taxes that are being contested in good faith by appropriate
proceedings and for which member, as applicable, has set aside on its books
adequate reserves.

                  SECTION 4.10. ERISA. No ERISA Event has occurred or is
reasonably expected to occur that, when taken together with all other such ERISA
Events for which liability is reasonably expected to occur, could reasonably be
expected to result in a Material Adverse Effect. The "amount of unfunded benefit
liabilities," as defined in Section 4001(18) of ERISA, as of the last day of the
most recent plan year does not exceed $500,000 for any one Plan and does not
exceed $1,000,000 for all Plans.

                  SECTION 4.11. DISCLOSURE. The Borrower and Holdings have
disclosed to the Lenders all agreements, instruments and corporate or other
restrictions to which any member of the Holdings Group is subject, and all other
matters known to any of them, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect. Neither the
Information Memorandum nor any of the other reports, financial statements,
certificates or other information furnished by or on behalf of any Loan Party to
the Administrative Agent or any Lender in connection with the negotiation of
this Agreement or any other Loan Document or delivered hereunder or thereunder
(as modified or supplemented by other information so furnished) contains any
material misstatement of fact or omits to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, except that, with respect to projected financial
information, the Borrower and Holdings represent only that such information was
prepared in good faith based upon assumptions believed to be reasonable at the
time.

                  SECTION 4.12. SUBSIDIARIES. Holdings does not have any
subsidiaries other than the Borrower and the Borrower Subsidiaries. Schedule
4.12 sets forth the name of, and the ownership interest of Holdings in, each
Subsidiary of Holdings and identifies each Subsidiary that is a Loan Party, in
each case as of the Restatement Effective Date.



                                       68
<PAGE>   74
                  SECTION 4.13. SOLVENCY. Immediately upon the consummation of
the Financing Transactions on the Restatement Effective Date, immediately
following the making of each Loan made on the Restatement Effective Date and
after giving effect to the application of the proceeds of such Loans, and
immediately upon the making of each Loan and the issuance, amendment or renewal
of each Letter of Credit at any time after the Restatement Effective Date, and,
in the case of each Guarantor, after giving effect to the liability incurred by
it under the Guaranty, Indemnity and Subordination Agreement (subject to the
limitation of liability set forth in Section 2.5 thereof) and the rights granted
to such Guarantor thereunder, (a) the fair value of the assets of each Loan
Party, at a fair valuation, will exceed its debts and liabilities, subordinated,
contingent or otherwise; (b) the present fair saleable value of the property of
each Loan Party will be greater than the amount that will be required to pay the
probable liability of its debts and other liabilities, subordinated, contingent
or otherwise, as such debts and other liabilities become absolute and matured;
(c) each Loan Party will be able to pay its debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and
matured; and (d) each Loan Party will not have unreasonably small capital with
which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted following the Restatement Effective
Date.

                  SECTION 4.14. THE COLLATERAL.

                  (a) PLEDGE AND SECURITY AGREEMENTS. The Pledge and Security
Agreements are effective to create in favor of the Administrative Agent, for the
ratable benefit of the holders of Obligations, a legal, valid and enforceable
security interest in any and all present and future interests held or at any
time acquired by any Loan Party in any of the property therein described as
collateral.

                  (b) PLEDGED COLLATERAL. All Securities in which any Loan Party
owns any interest (other than Permitted Cash Investments) are Certificated
Securities. All such Certificated Securities, all Subsidiary Notes and Holdings
Notes, and all Instruments in which any Loan Party owns any interest have been
delivered to the Administrative Agent, in pledge as security for the
Obligations. The Administrative Agent's security interest therein constitutes a
fully perfected first priority and sole Lien on, and security interest in, all
right, title and interest of each Loan Party in all such Certificated
Securities, Subsidiary Notes, Holdings Notes and Instruments, in each case free
from any adverse claim and prior and superior in right to any other Person.
Schedule 4.14(b) sets forth all Certificated Securities, Subsidiary Notes,
Holdings Notes and Instruments that have been delivered to, and are held in
pledge by, the Administrative Agent.

                  (c) FINANCING STATEMENTS. Duly completed and executed
financing statements covering all of the Collateral have been duly filed, and
remain effectively on file, in each filing office in each jurisdiction in which
the filing of a financing statement is required or permitted in order to perfect
the Administrative Agent's security interest in any and all of the Collateral,
and such financing statements are sufficient to perfect the Administrative
Agent's security interest to the extent such security interest can be perfected


                                       69
<PAGE>   75
by filing a financing statement in each such jurisdiction. Schedule 4.14(c) sets
forth all filing offices in each jurisdiction in which a financing statement is
required to be filed, in order to perfect the Administrative Agent's security
interest in any and all of the Collateral. The Security Documents together with
the filing of such financing statements create a valid, enforceable and fully
perfected Lien on, and security interest in, any and all of the property of the
Loan Parties except the Excluded Assets and any Miscellaneous Unpledged Assets,
and such Lien and security interest is prior and superior in right to any Lien
held by any other Person, except any Lien that both (i) is expressly permitted
by Section 6.3 and (ii) either (A) is permitted under Section 6.3(iii) or
Section 6.3(iv) or (B) is imposed by law and is entitled, as a matter of law, to
priority over a security interest that was duly perfected before such Lien
attached.

                  (d) TRADEMARKS AND COPYRIGHTS. The Trademark Assignment (and
each supplement thereto reflecting the addition of any Loan Party or the
addition of property acquired by a Loan Party after the Original Effective Date)
is in form sufficient for filing and has been duly filed in the United States
Patent and Trademark Office and, after giving effect to the financing statements
referred to in Section 4.14(c), constitutes a fully perfected Lien on, and
security interest in, all right, title and interest of the Loan Parties in all
property described therein in which any Loan Party has any interest as to which
a security interest may be perfected or any transfer may be recorded by filing,
recording or registration in the United States Patent and Trademark Office, in
each case prior and superior in right to any other Person. The Copyright
Security Agreement (and each supplement thereto reflecting the addition of any
Loan Party or the addition of any property acquired by a Loan Party after the
Original Effective Date) is in form sufficient for filing and has been duly
filed in the United States Copyright Office and, after giving effect to the
financing statements referred to in Section 4.14(c), constitutes a fully
perfected Lien on, and security interest in, all right, title and interest of
the Loan Parties in all property described therein in which any Loan Party has
any interest as to which a security interest may be perfected or any transfer
may be recorded by filing, recording or registration in the United States
Copyright Office, in each case prior and superior in right to any other Person.
Schedule 4.14(d) sets forth a listing of all such property.

                  (e) AMENDMENT OF SCHEDULES. The Borrower may at any time
unilaterally amend Schedule 4.14(b), Schedule 4.14(c) or Schedule 4.14(d) to
reflect any transaction permitted under this Agreement, by giving written notice
thereof to the Administrative Agent and the Lenders. To be effective, such
notice must state conspicuously that it constitutes an amendment to certain
factual matters relating to the Collateral set forth in Section 4.14 of this
Agreement and any changes to such Schedules must be conspicuously marked.

                  SECTION 4.15. FEDERAL RESERVE REGULATIONS.

                  (a) NOT IN MARGIN CREDIT BUSINESS. No member of the Holdings
Group is engaged principally, or as one of its important activities, in the
business of extending credit for the purpose of buying or carrying Margin Stock.



                                       70
<PAGE>   76
                  (b) PROCEEDS NOT USED. No part of the proceeds of any Loan or
any Letter of Credit will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately, (i) to buy or carry Margin Stock or to
extend credit to others for the purpose of buying or carrying Margin Stock or to
refund indebtedness originally incurred for such purpose or (ii) for any purpose
that entails a violation of, or that is inconsistent with, the provisions of the
Regulations of the Board, including Regulation U or X.

                  (c) ASSETS. Less than 25 % of the assets of the Holdings Group
on a consolidated basis consist of Margin Stock.

                                   ARTICLE V.
                              AFFIRMATIVE COVENANTS

                  Until the Revolving Commitments have expired or been
terminated and the principal of and interest on each Loan and all fees payable
hereunder shall have been paid in full and all Letters of Credit shall have
expired or terminated and all LC Disbursements shall have been reimbursed, each
of the Borrower and Holdings covenants and agrees with the Lenders that:

                  SECTION 5.1. FINANCIAL STATEMENTS AND OTHER INFORMATION. The
Borrower and Holdings will furnish to each Agent and each Lender:

                  (a) YEAR-END STATEMENTS. Commencing with the fiscal year
ending December 31, 1999, within 90 days after the end of each fiscal year of
Holdings and the Borrower, each of their consolidated and consolidating balance
sheets and related statements of operations, stockholders' equity and cash flows
as of the end of and for such year, setting forth in each case in comparative
form the figures for the previous fiscal year, all audited (in the case of such
consolidated statements) and reported on by independent public accountants of
recognized national standing (without a "going concern" or like qualification or
exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of operations of
Holdings and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied;

                  (b) QUARTERLY STATEMENTS. Commencing with the fiscal quarter
ending March 31, 2000, within 45 days after the end of each fiscal quarter of
Holdings and the Borrower, each of their consolidated and consolidating balance
sheets and related statements of operations, stockholders' equity and cash flows
as of the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition
and results of operations of Holdings and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;



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<PAGE>   77
                  (c) MONTHLY STATEMENTS. Within 30 days after the end of each
month, commencing February 2000, consolidated balance sheets for Holdings and
for the Borrower and related statements of operations and stockholders' equity
as of the end of and for such fiscal month and the then elapsed portion of the
fiscal year, all certified by one of its Financial Officers as presenting in all
material respects the financial condition and results of operations of Holdings
and its consolidated Subsidiaries on a consolidated basis in accordance with
GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes, and setting forth in comparative form the figures for the
same items per the Borrower's operating budget for such fiscal year;

                  (d) CERTIFICATE AS TO DEFAULTS. Concurrently with any delivery
of financial statements under Section 5.1(a) or Section 5.1(b), a certificate of
a Financial Officer of Holdings (in the form of a Compliance Certificate or in
such other form as may reasonably be requested from time to time by the
Administrative Agent or the Required Lenders) (i) certifying as to whether a
Default has occurred and, if a Default has occurred, specifying the details
thereof and any action taken or proposed to be taken with respect thereto, (ii)
setting forth reasonably detailed calculations demonstrating compliance with
Section 6.12, Section 6.13 and Section 6.14 and the other information requested
in the Compliance Certificate, and (iii) stating whether any change in GAAP or
in the application thereof has occurred since the date of the audited financial
statements referred to in Section 4.4(a) and, if any such change has occurred,
specifying the effect of such change on the financial statements accompanying
such certificate;

                  (e) ACCOUNTANT'S STATEMENT. Concurrently with any delivery of
financial statements under Section 5.1(a), a certificate of the accounting firm
that reported on such financial statements stating whether they obtained
knowledge during the course of their examination of such financial statements of
any Default (which certificate may be limited to the extent required by
accounting rules or guidelines);

                  (f) ANNUAL OPERATING PLAN. Within 30 days following the
commencement of each fiscal year of Holdings and the Borrower, a detailed
consolidated and consolidating operating budget for such fiscal year (including
projected consolidated balance sheets and related statements of projected
operations and cash flow as of the end of and for such fiscal year) and
financial projections for the five-year period commencing with such fiscal year
and, promptly when available, any significant revisions of such budget or
projections;

                  (g) SEC REPORTS. Promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements and other
materials filed by any member of the Holdings Group with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities exchange, as
the case may be;

                  (h) ACCOUNTANT'S REPORTS. Promptly upon receipt thereof,
copies of all reports submitted to Holdings or the Borrower by independent
certified public accountants


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<PAGE>   78
in connection with each annual, interim or special audit of the books of the
Borrower or any of its Subsidiaries made by such accountants, including any
management letter commenting on the Borrower's internal controls submitted by
such accountants to management in connection with their annual audit; and

                  (i) OTHER INFORMATION. Promptly following any request
therefor, such other information regarding the operations, business affairs and
financial condition of any member of the Holdings Group, or compliance with the
terms of any Loan Document, as any Agent or any Lender may reasonably request.

                  SECTION 5.2. NOTICES OF MATERIAL EVENTS. The Borrower and
Holdings will furnish to each Agent and each Lender prompt written notice of the
following:

                  (a) DEFAULT. The occurrence of any Default;

                  (b) LEGAL PROCEEDINGS. The filing or commencement of any
action, suit or proceeding by or before any arbitrator or Governmental Authority
against or affecting any member of the Holdings Group or any Affiliate thereof
that, if adversely determined, could reasonably be expected to result in a
Material Adverse Effect;

                  (c) ERISA EVENTS. The occurrence of any ERISA Event that,
alone or together with any other ERISA Events that have occurred, could
reasonably be expected to result in a Material Adverse Effect, or 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; and

                  (d) MATERIAL ADVERSE EVENTS. Any other event that results in,
or could reasonably be expected to result in, a Material Adverse Effect.

                  Each notice delivered under this Section 5.2 shall be
accompanied by a statement of a Financial Officer or other executive officer of
Holdings and the Borrower setting forth the details of the event or development
requiring such notice and any action taken or proposed to be taken with respect
thereto.

                  SECTION 5.3. REGARDING THE COLLATERAL.

                  (a) CHANGES IN FACTUAL INFORMATION. The Borrower and Holdings
will furnish to the Administrative Agent prompt written notice of any change (i)
in any Loan Party's corporate name or in any trade name used to identify it in
the conduct of its business or in the ownership of its properties, (ii) in the
location of any Loan Party's chief executive office, its principal place of
business, any office in which it maintains books or records relating to
Collateral owned by it or any office or facility at which Collateral owned by it
is located (including the establishment of any such new office or facility),
(iii) in any Loan Party's identity or corporate structure, (iv) resulting in any
tangible Collateral being located in any jurisdiction in which a financing
statement must be, but has not been, filed in order to perfect the
Administrative Agent's liens, (v) in respect of any patents, trademarks
copyrights or applications therefor owned by or licensed to any Loan Party, or
(vi) in any Loan Party's


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<PAGE>   79
Federal Taxpayer Identification Number. The Borrower and Holdings will not
effect or permit any change referred to in the preceding sentence unless all
filings have been made under the Uniform Commercial Code or otherwise that are
required in order for the Administrative Agent to continue at all times
following such change to have a valid, legal and perfected security interest in
all the Collateral and will promptly notify the Administrative Agent if any
material portion of the Collateral is damaged or destroyed.

                  (b) ANNUAL PERFECTION CERTIFICATE. Each year, at the time of
delivery of annual financial statements with respect to the preceding fiscal
year pursuant to Section 5.1(a), Holdings shall deliver to the Administrative
Agent a Perfection Certificate duly executed by a Financial Officer of the
Borrower and Holdings setting forth the information required pursuant to the
Perfection Certificate or confirming that there has been no change in such
information since the date of the Perfection Certificate delivered on the
Restatement Effective Date or the date of the most recent certificate delivered
pursuant to this Section 5.3(b).






                                       74
<PAGE>   80
                  SECTION 5.4. EXISTENCE; CONDUCT OF BUSINESS. Except as
permitted under Section 5.13, the Borrower and Holdings will, and will cause
each of the Subsidiaries to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges, franchises, patents, copyrights,
trademarks and trade names material to the conduct of its business.

                  SECTION 5.5. PAYMENT OF OBLIGATIONS. The Borrower and Holdings
will, and will cause each of the Subsidiaries to, pay its Indebtedness and other
obligations in a material amount, before the same shall become delinquent or in
default, and pay or discharge, before the same shall become delinquent, all
taxes, assessments and governmental charges levied or imposed upon it or its
income, profits or property and all lawful claims for labor, materials and
supplies which, if unpaid, might by law become a Lien upon its property, except
(in each case) where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings, (b) it has set aside on its books
adequate reserves with respect thereto in accordance with GAAP, (c) such contest
effectively suspends collection of the contested obligation and no Lien arises
or is created to secure such obligation (except a Lien created by law to secure
an ad valorem tax or the claim of a mechanic or materialman claim if the
enforcement of such Lien is suspended or stayed) and (d) the failure to make
payment pending such contest could not reasonably be expected to result in a
Material Adverse Effect.

                  SECTION 5.6. MAINTENANCE OF PROPERTIES. The Borrower and
Holdings will, and will cause each of the Subsidiaries to, keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted.

                  SECTION 5.7. INSURANCE.

                  (a) MAINTENANCE OF INSURANCE. The Borrower and Holdings will,
and will cause each of the Subsidiaries to, maintain insurance with financially
sound and reputable insurers in amounts and with coverages consistent with
prudent industry practice.

                  (b) LIABILITY COVERAGE. All commercial general liability
policies maintained by any Loan Party shall be endorsed to name the
Administrative Agent as an additional insured.

                  SECTION 5.8. CASUALTY AND CONDEMNATION. The Borrower and
Holdings will furnish to the Administrative Agent and the Lenders prompt written
notice of any casualty or other insured damage to any material portion of any
Collateral or the commencement of any action or proceeding for the taking of any
material portion of the Collateral or any part thereof or interest therein under
power of eminent domain or by condemnation or similar proceeding.

                  SECTION 5.9. BOOKS AND RECORDS; INSPECTION AND AUDIT RIGHTS.
The Borrower and Holdings will, and will cause each of the Subsidiaries to, (i)
keep proper


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<PAGE>   81
books of record and account in which full, true and correct entries are made of
all dealings and transactions in relation to its business and activities, and
(ii) permit any representatives designated by the Administrative Agent or any
Lender, upon reasonable prior notice, to visit and inspect its properties, to
examine and make extracts from its books and records, and to discuss its
affairs, finances and condition with its officers and independent accountants,
all at such reasonable times and as often as reasonably requested. Except when a
Default has occurred and is continuing, reimbursement under Section 9.3 for
costs incurred by the Administrative Agent in connection therewith shall not be
demanded by the Administrative Agent in respect of more than one such visit,
inspection and discussion in any one fiscal year and may not be demanded by any
other Lender.

                  SECTION 5.10. COMPLIANCE WITH LAWS. The Borrower and Holdings
will, and will cause each of the Subsidiaries to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.

                  SECTION 5.11. USE OF PROCEEDS AND LETTERS OF CREDIT. The
proceeds of all credit extended to the Borrower hereunder will be used only for
lawful corporate purposes of the Borrower that are permitted under this
Agreement. No part of the proceeds of any Loan will be used, whether directly or
indirectly, for any purpose that entails a violation of any of the Regulations
of the Board, including Regulations U and X.

                  SECTION 5.12. ADDITIONAL BORROWER SUBSIDIARIES. If any Person
becomes a Borrower Subsidiary after the Restatement Effective Date, the Borrower
and Holdings will, within ten days after such Borrower Subsidiary is formed or
acquired, (a) notify the Administrative Agent and the Lenders thereof, (b) cause
such Borrower Subsidiary to execute and deliver, and endorse and deliver to the
Administrative Agent in pledge, a Subsidiary Note in an amount equal to all
Investments in such Borrower Subsidiary made or maintained, or contemplated to
be made or maintained, by any member of the Holdings Group, except Investments
by the Borrower in the common equity capital of such Borrower Subsidiary, (c)
cause all Equity Interests in such Borrower Subsidiary owned by any Loan Party
to be represented by Security Certificates duly issued by such Borrower
Subsidiary and transferred and delivered to the Administrative Agent in pledge
pursuant to the applicable Pledge and Security Agreement, and (d) cause such
Borrower Subsidiary to become a party to the Guaranty, Indemnity and
Subordination Agreement and each applicable Security Document and take such
actions to create and perfect Liens on such Borrower Subsidiary's assets to
secure its liability under its Subsidiary Note and under the Guaranty, Indemnity
and Subordination Agreement as the Administrative Agent or the Required Lenders
may reasonably request; PROVIDED, that any Borrower Subsidiary that both (i) is
a Partially-Owned Subsidiary acquired in a Permitted Acquisition and (ii) has
not Guaranteed any other Indebtedness of any member of the Holdings Group and is
not required to Guarantee any such Indebtedness under any indenture or agreement
governing such Indebtedness shall be permitted (for as long as the conditions in
clauses (i) and (ii) hereof are satisfied) (A) to limit its liability under the
Guarantee, Indemnity and

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<PAGE>   82
Subordination Agreement to an amount equal to the amount from time to time
outstanding on its Subsidiary Note and (B) to limit the security interests
granted by it under the Security Documents so that they secure an amount equal
to the amount from time to time outstanding on its Subsidiary Note.

                  SECTION 5.13. FURTHER ASSURANCES.

                  (a) UPON REQUEST. Each of the Borrower and Holdings will, and
will cause each Subsidiary to, from time to time upon the request of the
Administrative Agent or the Required Lenders through the Administrative Agent,
at the expense of the Loan Parties, execute, deliver and acknowledge all
instruments, assignments, security agreements, financing statements or other
documents and take all other actions as the Administrative Agent or such
Required Lenders may in good faith deem necessary or appropriate to create,
perfect, ensure the priority of, protect or (if an Event of Default is
continuing at the time) lawfully enforce a Lien in favor of the Administrative
Agent for the ratable benefit of the holders of the Obligations upon any
property (whether now owned or hereafter acquired, whether tangible or
intangible, whether real, personal or mixed, and wherever located) in which
Holdings or the Borrower or any Subsidiary has or may have any interest, except
(i) Excluded Assets, (ii) Miscellaneous Unpledged Assets, and (iii) assets of
any Borrower Subsidiary that (A) is a Partially-Owned Subsidiary acquired in a
Permitted Acquisition, (B) has not Guaranteed any other Indebtedness of any
member of the Holdings Group and is not required to Guarantee any such
Indebtedness under any indenture or agreement governing such Indebtedness, and
(C) has no Indebtedness outstanding to, and has not received the proceeds of any
Investment from, any member of the Holdings Group.

                  (b) CASH IN BANK. Except as to Miscellaneous Unpledged Assets,
each of the Borrower and Holdings will, and will cause each Loan Party to, (i)
maintain any and all of its bank deposits and bank deposit accounts at a bank
selected by it that either (A) is located in a state under the laws of which a
security interest in bank deposits and deposit accounts may be created under the
Uniform Commercial Code and perfected by the giving of a Perfection Notice to
the depositary bank and the receipt of any required consent thereto from the
depositary bank, without any requirement that the holder of such security
interest maintain dominion or control over such bank deposits and deposit
accounts, in which event the Borrower will give notice of the existence of the
Administrative Agent's security interest in each such deposit account and any
and all present and future deposits therein, by delivery of a Perfection Notice
to the depositary bank and obtaining any and all required consents from the
depositary bank or as otherwise required under such laws to perfect the
Administrative Agent's security interest therein, at or within 30 days after the
opening of such deposit account or (B) has entered into a control agreement or
other arrangements on terms and conditions satisfactory to the Administrative
Agent and sufficient to perfect the Administrative Agent's security interest
therein, and (ii) grant and permit no other Lien on any such bank deposits or
deposit accounts.

                  (c) PERMITTED CASH INVESTMENTS. Except as to Miscellaneous
Unpledged Assets, each of the Borrower and Holdings will, and will cause each
Loan Party to, maintain


                                       77
<PAGE>   83
any and all Permitted Cash Investments in such manner as may be required to
ensure that the Administrative Agent at all times holds a duly perfected first
and sole security interest therein as security for the Obligations.

                  (d) UNPLEDGED ASSETS. If at any time the Administrative Agent
does not hold a duly created, enforceable and perfected Lien as security for the
Obligations upon any property or assets of any Loan Party other than Excluded
Assets and Miscellaneous Unpledged Assets, the Borrower and Holdings will notify
the Agents and the Lenders thereof and will take such action as may be necessary
to cause all assets of each Loan Party (except Excluded Assets and Miscellaneous
Unpledged Assets) to be subjected to a duly created, enforceable and perfected
Lien in favor of the Administrative Agent as security for the Obligations and
will take, and cause each Loan Party to take, such actions as shall be necessary
or reasonably requested by the Administrative Agent or Required Lenders to grant
and perfect such Liens, including actions described in Section 5.13(a), all at
the expense of the Loan Parties.

                  SECTION 5.14. FISCAL YEAR. The Borrower and Holdings will, and
will cause each Subsidiary to, maintain a fiscal year that ends on December 31.

                                  ARTICLE VI.
                               NEGATIVE COVENANTS

                  Until the Revolving Commitments have expired or terminated and
the principal of and interest on each Loan and all fees payable hereunder have
been paid in full and all Letters of Credit have expired or terminated and all
LC Disbursements shall have been reimbursed, each of the Borrower and Holdings
covenants and agrees with the Lenders that:

                  SECTION 6.1. INDEBTEDNESS.

                  (a) GENERALLY. The Borrower and Holdings will not, and will
not permit any Subsidiary to, create, incur, assume or permit to exist any
Indebtedness, except:

                           (i) Indebtedness created under the Loan Documents;

                           (ii) Indebtedness of the Borrower under the Senior
         Subordinated Notes and the guarantees thereof (on a subordinated basis)
         by Borrower Subsidiaries, on the terms set forth in the Senior
         Subordinated Note Indenture and in an aggregate principal amount not
         exceeding $180,000,000;

                           (iii) Indebtedness of Holdings under the Discount
         Debentures, on the terms set forth in the Discount Debenture Indenture;

                           (iv) Indebtedness of Holdings or any Borrower
         Subsidiary to the Borrower evidenced by a Holdings Note or a Subsidiary
         Note, as the case may be, held by the Administrative Agent in pledge
         pursuant to the Pledge and Security


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<PAGE>   84
         Agreements (and, in the case of Holdings, the aggregate principal
         amount of such Indebtedness shall not exceed the amount of loans
         permitted to be made to Holdings under Sections 6.8(a)(iv), (v) and
         (vi)) , and Indebtedness of the Borrower to any Borrower Subsidiary if
         (i) all amounts at any time due from such Borrower Subsidiary to the
         Borrower have been repaid in cash and (ii) such Indebtedness of the
         Borrower is subordinated in right of payment to the Obligations as set
         forth in the Guaranty, Indemnity and Subordination Agreement;

                           (v) Deferred Acquisition Consideration incurred at
         the consummation of a Permitted Acquisition by the Borrower or by the
         Borrower Subsidiary that is the purchaser in such Permitted Acquisition
         and, if incurred by any such Borrower Subsidiary, Guaranties thereof by
         the Borrower;

                           (vi) Indebtedness under Hedging Agreements entered
         into in accordance with Section 6.7; and

                           (vii) other Indebtedness of the Borrower in an
         aggregate principal amount not exceeding $15,000,000 at any time
         outstanding,

PROVIDED, that the aggregate amount of "Purchase Money Indebtedness" (as defined
in the Senior Subordinated Note Indenture) that also constitutes Deferred
Acquisition Consideration shall not exceed $14,000,000 at any one time
outstanding.

                  (b) ADDITIONAL LIMITATIONS. In addition to and notwithstanding
the foregoing and notwithstanding any provision hereof or of any other Loan
Document to the contrary (including, without limitation, Section 6.2(c)), the
Borrower and Holdings will not, and will not permit any Subsidiary to, create,
incur, assume or permit to exist any Indebtedness in reliance on the provisions
of paragraph (b) of the exceptions to the Limitations on Incurrence of
Additional Indebtedness and Disqualified Capital Stock contained in Section 1008
of each of the Discount Debenture Indenture and the Senior Subordinated Note
Indenture..

                  SECTION 6.2. CERTAIN INTERESTS AND LIABILITIES.

                  (a) DISQUALIFIED STOCK. The Borrower and Holdings will not,
and will not permit any Subsidiary to, issue or have outstanding any
Disqualified Stock.

                  (b) ALL OBLIGATIONS ARE SENIOR INDEBTEDNESS. The Borrower
hereby agrees that any and all Obligations (i) are and shall be (and are hereby
designated as) "Senior Indebtedness" within the meaning of and for the purposes
of the Senior Subordinated Note Indenture and (ii) are and shall be (and are
hereby made) senior in right of payment, on the terms set forth in the Senior
Subordinated Note Indenture, to the Senior Subordinated Notes and all
"Obligations" (as defined in the Senior Subordinated Note Indenture) in respect
of the Senior Subordinated Notes and all "Subsidiary Guarantees" (as defined in
the Senior Subordinated Note Indenture) at any time issued under or pursuant to
the Senior Subordinated Note Indenture.



                                       79
<PAGE>   85
                  (c) LIMITATION AS TO OTHER SENIOR INDEBTEDNESS. The Borrower
will not, and will not permit any Subsidiary to, incur any Indebtedness or
liabilities (other than the Obligations, the Holdings Notes, the Subsidiary
Notes and Indebtedness permitted under Section 6.1(a)(vii)) that are designated
as "Senior Indebtedness" within the meaning of or for the purposes of the Senior
Subordinated Note Indenture.

                  (d) PREFERRED STOCK. The Borrower and Holdings will not, and
will not permit any Subsidiary to, issue or have outstanding any preferred stock
except preferred stock (i) which was issued by Holdings, (ii) in respect of
which no Subsidiary has any liability, and (iii) which does not constitute
Disqualified Stock. Holdings will not offer or agree to redeem, purchase or
exchange any preferred stock issued by Holdings, including preferred stock
outstanding under the Holdings Certificate of Designations, and will not permit
any Subsidiary to do so. The redemption of any such preferred stock and the
purchase of, or exchange for, any such preferred stock (including any
redemption, purchase or exchange that Holdings would otherwise, but for the
provisions of this Agreement, be permitted or required to offer or make pursuant
to the provisions of the Holdings Certificate of Designations) are hereby
expressly prohibited.

                  SECTION 6.3. LIENS. The Borrower and Holdings will not, and
will not permit any Subsidiary to, create, incur, assume or permit to exist any
Lien on any property or asset now owned or hereafter acquired by it, or assign
or sell any income or revenues (including accounts receivable) or rights in
respect of any thereof, except:

                           (i) Liens created under the Loan Documents; and

                           (ii) Permitted Encumbrances;

                           (iii) [intentionally omitted]; and

                           (iv) so long as the aggregate amount of any and all
         Indebtedness and other liabilities secured by any and all security
         interests and Liens described in the following clauses (A), (B) and (C)
         does not exceed $10,000,000 at any one time outstanding:

                           (A) any Lien on any property or asset owned by the
                  Borrower or a Borrower Subsidiary that was existing on such
                  property or asset prior to the acquisition thereof by the
                  Borrower or such Borrower Subsidiary or that was owned by any
                  Person that becomes a Borrower Subsidiary after the date
                  hereof prior to the time such Person became a Borrower
                  Subsidiary, in each case if (i) such Lien was not created in
                  contemplation of or in connection with such acquisition or
                  such Person becoming a Borrower Subsidiary, as the case may
                  be, (ii) such Lien is not enforceable against any other
                  property or assets of the Borrower or any Borrower Subsidiary
                  and (iii) such Lien secures only those obligations that it
                  secures on the date of such acquisition or the date such
                  Person becomes a Borrower Subsidiary, as the case may be;



                                       80
<PAGE>   86
                           (B) Any Capital Lease or purchase money Liens on
                  tangible fixed assets acquired, constructed or improved by the
                  Borrower or any Borrower Subsidiary (1) securing purchase
                  money Indebtedness not exceeding 100% of the cost of
                  acquiring, constructing or improving such tangible fixed
                  assets and (2) attaching solely to, and enforceable solely
                  against, such assets; and

                           (C) Any Purchase Money Security Interest that (1)
                  attaches only to, and is enforceable only against, assets or
                  Equity Interests acquired in a Permitted Acquisition and the
                  proceeds thereof and replacements and substitutions therefor
                  and (2) secures only the payment of Deferred Acquisition
                  Consideration incurred in such Permitted Acquisition.

                  SECTION 6.4. FUNDAMENTAL CHANGES.

                  (a) MERGER; CONSOLIDATION; LIQUIDATION; DISSOLUTION. The
Borrower and Holdings will not, and will not permit any Subsidiary to, merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or liquidate or dissolve, except that, if at the
time thereof and after giving effect thereto no Default shall have occurred and
be continuing, (i) any Borrower Subsidiary may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation, and (ii) any
Borrower Subsidiary may merge with any other Borrower Subsidiary in a
transaction in which the surviving entity is a Borrower Subsidiary and a Loan
Party, (iii) a newly-formed Wholly-Owned Subsidiary that has no assets except
the purchase consideration and purchase rights for a Permitted Acquisition may
merge with any Person that is being acquired in a Permitted Acquisition, if the
surviving entity is a Borrower Subsidiary and a Loan Party, and (iv) any
Borrower Subsidiary may liquidate or dissolve if the Borrower determines in good
faith that such liquidation or dissolution is in the best interests of the
Borrower and is not materially disadvantageous to the Lenders.

                  (b) LINES OF BUSINESS. The Borrower will not, and will not
permit any of the Borrower Subsidiaries to, engage to any material extent in any
business other than businesses of the type acquired by the Borrower and such
Borrower Subsidiaries in the Original Acquisition and businesses reasonably
related thereto.

                  (c) ACTIVITIES OF HOLDINGS. Holdings will not own any assets
other than all outstanding common stock of the Borrower or conduct any business
or activity other than activities reasonably incidental to the ownership of such
common stock.

                  SECTION 6.5. INVESTMENTS; ACQUISITIONS. The Borrower and
Holdings will not, and will not permit any Subsidiary to, purchase, hold or
acquire (including pursuant to any merger with any Person that was not a
Wholly-Owned Subsidiary prior to such merger) any Equity Interest in,
Indebtedness of, or other securities (including any option, warrant or other
right to acquire any of the foregoing) issued by, or make or permit to exist any
loans or advances to, or Guarantee any obligations of, or make or permit to
exist any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction


                                       81
<PAGE>   87
or a series of transactions) any assets of any other Person constituting a
business unit, except:

                           (i) Intercompany loans permitted under Section
         6.1(a)(iv);

                           (ii) Permitted Acquisitions;

                           (iii) Permitted Cash Investments;

                           (iv) Investments by Holdings in all outstanding
         common stock of the Borrower, if all outstanding common stock of the
         Borrower is held by the Administrative Agent in pledge pursuant to the
         Holdings Pledge and Security Agreement; and Investments by the Borrower
         in common stock of, or a Subsidiary Note issued by, any Borrower
         Subsidiary, if (i) such Borrower Subsidiary is a Wholly-Owned
         Subsidiary, (ii) such Borrower Subsidiary has become party to the
         Guaranty, Indemnity and Subordination Agreement and the Security
         Documents and (iii) such Investments are represented by Security
         Certificates or Subsidiary Notes that have been duly issued and are
         held by the Administrative Agent in pledge pursuant to the Borrower
         Pledge and Security Agreement;

                           (v) Investments in Partially-Owned Subsidiaries, if
         (A) after giving effect thereto such Partially-Owned Subsidiary would
         become a Wholly-Owned Borrower Subsidiary or (B) such Investment is a
         loan to such Partially-Owned Subsidiary (and such loan is evidenced by
         a Subsidiary Note duly executed by it, endorsed and delivered to the
         Administrative Agent in pledge as security for the Obligations and
         secured pursuant to the Subsidiary Pledge and Security Agreement) and,
         after giving effect to such loan, no Default has occurred and is
         continuing and the aggregate Unrecovered Investment in any and all
         Partially-Owned Subsidiaries does not exceed $20,000,000;

                           (vi) Investments received in connection with the
         bankruptcy or reorganization of, or settlement of delinquent accounts
         and disputes with, customers and suppliers, in each case in the
         ordinary course of business;

                           (vii) Hedging Agreements permitted under Section 6.7;
         and

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



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<PAGE>   88
                  SECTION 6.6. ASSET SALES. The Borrower and Holdings will not,
and will not permit any Subsidiary to, sell, transfer, exchange lease or
otherwise dispose of (collectively, "Transfer") any property or asset, or issue
or permit to remain outstanding any Equity Interest in any Subsidiary other than
common stock of the Borrower owned by Holdings and common stock of any Borrower
Subsidiary owned by the Borrower or another Borrower Subsidiary, except:

                           (i) sales of inventory, used or surplus equipment and
         Permitted Cash Investments in the ordinary course of business;

                           (ii) Transfers to the Borrower or a Borrower
         Subsidiary that is a Wholly-Owned Subsidiary and that has become a
         party to the Guaranty, Indemnity and Subordination Agreement and the
         Security Documents;

                           (iii) Transfers, in the ordinary course of business,
         of the assets of one or more community newspapers or other
         revenue-producing assets or the Equity Interests in a Borrower
         Subsidiary that owns any such assets, if:

                  (A) such Transfer does not constitute a Transfer of less than
the entire ownership interest in such assets or of fewer than all outstanding
Equity Interests in such Borrower Subsidiary,

                  (B) such Transfer is made for fair value and either for a cash
consideration or as Acquisition Consideration,

                  (C) the Attributable Revenues of all assets and Borrower
Subsidiaries Transferred in all Transfers made in reliance on this clause (iii)
during any period of 365 consecutive days, determined in each case for the four
quarter period most recently ended prior to the Transfer, does not exceed 33% of
Pro Forma Revenues for the most recent four-quarter period for which Pro Forma
Revenues can then be determined, and

                  (D) if the sales price for the assets or Subsidiary sold in
any such Transfer (or series of related Transfers) exceeds $10,000,000, then
within five Business Days prior to making such Transfer, or entering into any
agreement therefor that is not contingent upon such Transfer being permitted
under this Agreement, the Borrower delivers to the Administrative Agent and
Lenders a certificate signed by a Financial Officer of the Borrower
demonstrating that, on a pro forma basis, after giving effect to such Transfer
and any repayment of Loans committed to be made by the Borrower from the
proceeds thereof, (1) the Borrower will be in compliance with the covenants set
forth in Section 6.13 and Section 6.14 as of the last day of the fiscal quarter
then most recently ended and (2) the Borrower can reasonably be expected to
remain in compliance with such covenants through the Term B Maturity Date; and

                           (iv) other Transfers of assets having a fair value of
         (A) less than $1,000,000, in the case of any and all such Transfers
         made in any period of 365


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<PAGE>   89
         consecutive days and (B) less than $5,000,000, in the case of any and
         all such Transfers made at any time after the Original Effective Date.

                  SECTION 6.7. HEDGING AGREEMENTS. The Borrower and Holdings
will not, and will not permit any of the Subsidiaries to, enter into any Hedging
Agreement, other than Hedging Agreements entered into in the ordinary course of
business to hedge or mitigate risks to which the Borrower or any Borrower
Subsidiary is exposed in the conduct of its business or the management of its
liabilities.

                  SECTION 6.8. PAYMENT RESTRICTIONS.

                  (a) RESTRICTED PAYMENTS. The Borrower and Holdings will not,
and will not permit any Subsidiary to, declare or make any Restricted Payment or
directly or indirectly agree to pay or make, or be or become liable in respect
of any obligation (contingent or otherwise) to make, any Restricted Payment,
except that:

                           (i) Holdings may declare and pay dividends with
         respect to its capital stock payable solely in additional shares of
         like capital stock;

                           (ii) a Wholly-Owned Borrower Subsidiary may declare
         and pay dividends to the Borrower or to a Wholly-Owned Borrower
         Subsidiary; and, if no Default has occurred and is continuing or would
         result, a Partially-Owned Subsidiary may declare and pay dividends
         ratably to the holders of its equity securities;

                           (iii) the Borrower may pay regularly scheduled
         interest payments as and when due in respect of the Senior Subordinated
         Notes, if such payment is permitted at such time to be made under the
         subordination provisions of the Senior Subordinated Note Indenture;

                           (iv) if no Default has occurred and is continuing or
         would result, Holdings may (A) pay management fees in an amount not
         exceeding $1,500,000 in any year and in accordance with Section 2.1 of
         the Management Agreement, (B) pay management fees in accordance with
         Section 2.2 of the Management Agreement to the extent payable in
         connection with transactions otherwise permitted hereunder, and (c)
         reimburse LG&P for all reasonable out-of-pocket expenses in accordance
         with Section 2.3 of the Management Agreement and the Borrower may fund
         any such payment under the foregoing clauses (A), (B) or (C), at the
         time it is made, as a dividend or loan to Holdings; provided that any
         such loan to Holdings is evidenced by a Holdings Note held by the
         Administrative Agent in pledge pursuant to the Pledge and Security
         Agreements; provided further that all fees and reimbursements not paid
         due to the conditions specified in this Section 6.8(a)(iv) shall
         continue to accrue and may be paid when such Default or other event
         giving rise to non-payment no longer exists;



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<PAGE>   90
                           (v) if no Default has occurred and is continuing or
         would result, Holdings may repurchase Equity Interests in Holdings from
         any management employee of the Borrower or a Borrower Subsidiary upon
         termination of such employee's employment, if the aggregate purchase
         consideration for any and all such repurchases made in any fiscal year
         does not exceed the sum of $1,000,000 plus the aggregate Net Cash
         Proceeds received by Holdings in such fiscal year from the sale of
         Holdings' common stock to any and all such management employees plus
         the aggregate amount permitted to be paid out under this Section
         6.8(a)(v) in any prior fiscal year (commencing with the fiscal year
         that includes the Original Effective Date) but not paid out in such
         fiscal year or in a subsequent fiscal year, and the Borrower may fund
         the payment of such purchase consideration, at the time it is paid, as
         a dividend or loan to Holdings; provided that any such loan to Holdings
         is evidenced by a Holdings Note held by the Administrative Agent in
         pledge pursuant to the Pledge and Security Agreements; and

                           (vi) Holdings may pay regularly scheduled cash
         interest payments as and when due in respect of the Discount Debentures
         and, if no Default has occurred and is continuing or would result, the
         Borrower may fund such payment, at the time it is paid, as a dividend
         or loan to Holdings in the amount of such interest then due; provided
         that any such loan to Holdings is evidenced by a Holdings Note held by
         the Administrative Agent in pledge pursuant to the Pledge and Security
         Agreements.

                  (b) PAYMENTS ON ACCOUNT OF INDEBTEDNESS. The Borrower and
Holdings will not, and will not permit any Subsidiary to, make or agree to pay
or make, directly or indirectly, any payment or other distribution (whether in
cash securities or other property) of or in respect of principal of or interest
on any Indebtedness (other than the Obligations), or any payment or other
distribution (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any Indebtedness (other
than the Obligations), except:

                           (i) payment of regularly scheduled interest and
         principal payments as and when due in respect of any Indebtedness other
         than the Senior Subordinated Notes and the Discount Debentures;

                           (ii) payment by the Borrower of regularly scheduled
         interest payments as and when due in respect of the Senior Subordinated
         Notes, if such payment is permitted at such time to be made under the
         subordination provisions of the Senior Subordinated Note Indenture;

                           (iii) payment by Holdings of regularly scheduled cash
         interest payments as and when due in respect of the Discount Debentures
         and, if no Default has occurred and is continuing or would result, the
         Borrower may fund such


                                       85
<PAGE>   91
         payment, at the time it is paid, as a dividend or loan to Holdings in
         the amount of such interest then due; and

                           (iv) prepayments of Indebtedness permitted under
         Section 6.1(a)(vii).

                  SECTION 6.9. TRANSACTIONS WITH AFFILIATES. The Borrower and
Holdings will not, and will not permit any Subsidiary to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of their respective Affiliates, except (a) transactions
in the ordinary course of business that do not involve Holdings and are at
prices and on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, (b) transactions between or among the Borrower and Borrower
Subsidiaries that are Wholly-Owned Subsidiaries and are party to the Guaranty,
Indemnity and Subordination Agreement and the Security Documents, (c) payments
by the Borrower and the Borrower Subsidiaries in respect of Taxes attributable
to the Borrower and the Borrower Subsidiaries, if such payments (i) are made
directly to the taxing authority to which such Taxes are due, (ii) are made when
such Taxes (or estimated tax payments in respect thereof) are due, and (iii) do
not exceed the difference between (A) the amount of such Taxes that the Borrower
and the Borrower Subsidiaries would be required pay to pay under a separate
return, less (B) any and all deductions, credits and refunds in respect of such
Taxes that are attributable to the accrual or payment of interest (or accretion
or amortization of original issue discount) on the Discount Debentures or any
other charges or losses of Holdings or that otherwise are claimed, taken or
received by Holdings, (d) services provided under the Management Agreement and
compensation therefor in amounts not exceeding $1,500,000 per year to the extent
permitted under Section 6.8(a)(iv)(A) plus the amount of any payments permitted
under Section 6.8(a)(iv)(B) and 6.8(a)(iv)(C).

                  SECTION 6.10. RESTRICTIVE AGREEMENTS. The Borrower and
Holdings will not and will not permit any Subsidiary to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of any member
of Holdings Group to create, incur or permit to exist any Lien upon any of its
property or assets or (b) the ability of any Subsidiary to pay dividends or
other distributions with respect to any shares of its capital stock or to make
or repay loans or advances to the Borrower or any Borrower Subsidiary or to
Guarantee Indebtedness of the Borrower or any Borrower Subsidiary or to transfer
assets to or engage in any other transaction with the Borrower or any Borrower
Subsidiary, except (i) restrictions and conditions imposed by law or by any Loan
Document, (ii) restrictions and conditions imposed under the Senior Subordinated
Note Indenture or the Discount Debenture Indenture, (iii) customary restrictions
and conditions contained in agreements relating to the sale of a Borrower
Subsidiary pending such sale, if such restrictions and conditions apply only to
the Subsidiary that is to be sold and such sale is permitted hereunder, (iv)
restrictions or conditions upon the creation, incurrence or existence of a Lien
that are imposed by any agreement relating to secured Indebtedness permitted by
this Agreement if such restrictions


                                       86
<PAGE>   92
or conditions apply only to the property or assets securing such Indebtedness
and (v) customary provisions in leases restricting the assignment or subleasing
thereof.

                  SECTION 6.11. AMENDMENT OF CERTAIN DOCUMENTS. The Borrower and
Holdings will not, and will not permit any Subsidiary to, amend, modify or waive
any of its rights under any of the Equity Documents, the Management Agreement,
the Original Asset Purchase Agreements, the Debt Issuance Documents, the Senior
Subordinated Note Indenture, or the Discount Debenture Indenture, except changes
that do not relate to or affect any of the Financing Transactions and are
implemented after 30 days prior written notice to the Administrative Agent and
Lenders, unless within such 30-day period the Borrower is advised by the
Required Lenders that, in the reasonable opinion of the Required Lenders, such
change would be adverse to the interests of the Lenders.

                  SECTION 6.12. CAPITAL EXPENDITURES. The Borrower and Holdings
will not make any Capital Expenditures except (a) Permitted Acquisitions and (b)
other Capital Expenditures made by the Borrower or a Borrower Subsidiary in an
amount which, in the aggregate for all such other Capital Expenditures made by
the Borrower and Borrower Subsidiaries, do not in any period of four fiscal
quarters ending on the last day of any fiscal quarter, commencing March 31,
2000, exceed 4% of Pro Forma Revenues for such four-quarter period.

                  SECTION 6.13. MAXIMUM SENIOR LEVERAGE RATIO. The Borrower and
Holdings will not permit the Senior Leverage Ratio to exceed (i) 3.25:1.0 as of
the last day of any fiscal quarter in any fiscal year, during the period
commencing March 31, 2000 and ending December 30, 2003, and (ii) 3.00:1.0 as of
the last day of any fiscal quarter ending thereafter (including, without
limitation, the last day of the fiscal quarter ending December 31, 2003).

                  SECTION 6.14. MINIMUM CASH INTEREST COVERAGE RATIO. The
Borrower and Holdings will not permit the Cash Interest Coverage Ratio,
determined as of the last day of any fiscal quarter in any fiscal year set forth
below, commencing March 31, 2000, to be less than the ratio set forth opposite
such year below:

<TABLE>
<CAPTION>
         FISCAL QUARTER IN FISCAL YEAR ENDING 12/31 OF     MINIMUM RATIO
         ---------------------------------------------     -------------
<S>                                                        <C>
                          2000                                  1.50
                          2001                                  1.65
                          2002                                  1.80
                          2003                                  1.60
                          2004                                  1.70
                          2005                                  2.00
                          2006                                  2.25
                          2007                                  2.25
</TABLE>



                                       87
<PAGE>   93
                  SECTION 6.15. MAXIMUM OPCO LEVERAGE. At any time when the
aggregate principal amount of Senior Debt exceeds the Senior Debt Trigger
Amount, the Borrower and Holdings will not permit the "Leverage Ratio" (as
defined in the Senior Subordinated Note Indenture) to exceed (i) 7.0 to 1.0 as
of any day prior to January 1, 2001, (ii) 6.75 to 1.0 as of any day during the
period from and including January 1, 2001 to and including July 31, 2003, and
(iii) 6.50 to 1.0 as of any day thereafter.

                  SECTION 6.16. MAXIMUM HOLDCO LEVERAGE. At any time when the
aggregate principal amount of Senior Debt exceeds the Senior Debt Trigger
Amount, the Borrower and Holdings will not permit the "Leverage Ratio" (as
defined in the Discount Debenture Indenture) to exceed (i) 7.50 to 1.0 as of any
day prior to January 1, 2001, (ii) 7.25 to 1.0 as of any day during the period
from and including January 1, 2001 to and including July 31, 2003, and (iii) 7.0
to 1.0 as of any day thereafter.

                  SECTION 6.17. ADDITIONAL SUBSIDIARIES. The Borrower and
Holdings will not, and will not permit any Subsidiary to, create any additional
Subsidiary, unless such Subsidiary is a Borrower Subsidiary.

                  SECTION 6.18. LIBERTY SMC L.L.C. Any contrary provision of
this Agreement or any other Loan Document notwithstanding, the Borrower may
maintain its Investment in Liberty SMC, L.L.C., a Delaware limited liability
company ("Liberty SMC") existing as of the Restatement Effective Date and
Liberty SMC may make distributions provided for in its operating agreement as in
effect on the date hereof but in each case only so long as the representations
set forth below are true and complete and provided that unless and until the
Borrower has complied with the provisions of Section 5.12 hereof with respect to
Liberty SMC (it being understood and agreed that the Borrower need not comply
with Section 5.12 with respect to Liberty SMC, and Liberty SMC shall not be
required to execute the Guaranty, Indemnification and Subordination Agreement or
the Guarantor Pledge and Security Agreement, in each case so long as the
representations set forth below are true and complete), (i) Holdings and the
Borrower shall not and shall not permit any of the Borrower Subsidiaries to (A)
sell, lend, contribute or otherwise transfer any assets to or for the benefit of
Liberty SMC, or (B) permit Liberty SMC to have any assets or liabilities (other
than ownership of capital stock in Stockhouse Media Corp. owned as of April 5,
2000 (and any additional shares of such capital stock issued as dividends in
respect of such shares) (such shares of such capital stock are referred to
herein as the "Stockhouse Shares)" and other than liabilities, such as franchise
tax obligations, required by law in connection with the maintenance of its
limited liability company existence) or to engage in any business activities
other than ownership of the Stockhouse Shares. At the time of contribution
thereof, the aggregate fair market value of all assets invested in or otherwise
transferred to Liberty SMC Holdings, the Borrower and the Borrower Subsidiaries
does not exceed $500,000. Liberty SMC does not engage in any business activities
other than the ownership of the Stockhouse Shares and activities directly
incidental thereto.

                                  ARTICLE VII.
                               EVENTS OF DEFAULT



                                       88
<PAGE>   94
                  SECTION 7.1. EVENTS OF DEFAULT. If any of the following events
("Events of Default") shall occur:

                  (a) FAILURE TO PAY PRINCIPAL OF LOAN OR REIMBURSEMENT
OBLIGATION. The Borrower shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or otherwise;

                  (b) FAILURE TO PAY INTEREST, FEES AND OTHER OBLIGATIONS. The
Borrower shall fail to pay any interest on any Loan or any fee or any other
Obligation (other than an amount referred to in Section 7.1(a)) payable under
this Agreement or any other Loan Document, when and as the same shall become due
and payable, and such failure shall continue unremedied for a period of three
Business Days;

                  (c) REPRESENTATIONS AND WARRANTIES. Any representation or
warranty made or deemed made by or on behalf of any member of the Holdings Group
in or in connection with any Loan Document or any amendment or modification
thereof or waiver thereunder, or in any report, certificate, financial statement
or other document furnished pursuant to or in connection with any Loan Document
or any amendment or modification thereof or waiver thereunder, shall prove to
have been incorrect in any material respect when made or deemed made;

                  (d) CERTAIN COVENANTS. The Borrower or Holdings shall fail to
observe or perform any covenant or agreement contained in Section 5.2, 5.4 (with
respect to the existence of the Borrower and Holdings) or 5.11 or in Article VI,
except that if such failure arises from a non-consensual Lien created without
the knowledge of, action by or consent of any Loan Party in violation of Section
6.3, then such failure shall not constitute an Event of Default unless such
failure shall continue unremedied for 10 days after (i) notice thereof is given
to the Borrower by any Agent or Lender or (ii) any Loan Party acknowledges such
failure in writing;

                  (e) CERTAIN OTHER COVENANTS. The Borrower or Holdings shall
fail to observe or perform any covenant or agreement contained in Section 5.1,
5.3, 5.7, 5.12, 5.13 or 5.14, and such failure shall continue unremedied for a
period of 10 days after (i) notice thereof is given to the Borrower by any Agent
or Lender or (ii) any Loan Party acknowledges such failure in writing;

                  (f) OTHER COVENANTS. Any Loan Party shall fail to observe or
perform any covenant, condition or agreement contained in any Loan Document
(other than those specified in Sections 7.1(a), 7.1(b), 7.1(d) or 7.1(e)), and
such failure shall continue unremedied for a period of 30 days after (i) notice
thereof is given to the Borrower by any Agent or Lender or (ii) any Loan Party
acknowledges such failure in writing;

                  (g) FAILURE TO PAY OTHER INDEBTEDNESS. Any member of the
Holdings Group shall fail to make any payment (whether of principal or interest
and regardless of amount) in respect of any Material Indebtedness, when and as
the same shall become due


                                       89
<PAGE>   95
and payable (after giving effect to the expiration of any grace or cure period
set forth therein);

                  (h) DEFAULT AS TO OTHER INDEBTEDNESS. Any event or condition
occurs that results in any Material Indebtedness becoming due prior to its
scheduled maturity or that enables or permits (with or without the giving of
notice, the lapse of time or both) the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf to cause any
Material Indebtedness to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity;

                  (i) INVOLUNTARY PROCEEDINGS. An involuntary proceeding shall
be commenced or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of any member of the Holdings Group or
its debts, or of a substantial part of its assets, under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for any member of the Holdings Group or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered or such member of the Holdings
Group shall consent to such proceeding or petition or the entry of any such
order or decree;

                  (j) VOLUNTARY PROCEEDINGS. Any member of the Holdings Group
shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in Section 7.1(i),
(iii) apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any member of the Holdings
Group or for a substantial part of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors or (vi) take any action
for the purpose of effecting any of the foregoing;

                  (k) INABILITY TO PAY DEBTS. Any member of the Holdings Group
shall become unable, admit in writing its inability or fail generally to pay its
debts as they become due;

                  (l) JUDGMENTS. One or more judgments for the payment of money
in an aggregate amount in excess of $3,000,000 shall be rendered against any
member of the Holdings Group or any combination thereof and the same shall
remain undischarged for a period of 30 consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a
judgment creditor to attach or levy upon any assets of any member of the
Holdings Group to enforce any such judgment;

                  (m) ERISA. An ERISA Event shall have occurred that, in the
opinion of the Required Lenders, when taken together with all other ERISA Events
that have occurred


                                       90
<PAGE>   96
and have not been satisfied, could reasonably be expected to result in liability
of one or more members of the Holdings Group in an aggregate amount exceeding
$3,000,000;

                  (n) REPUDIATION OR CONTEST OF OBLIGATIONS. Any Loan Party
shall repudiate, disavow or purport to revoke any of its obligations under any
Loan Document or shall commence or overtly threaten or join or acquiesce in any
litigation seeking to invalidate or annul, or seeking any other relief from or
as to, any of the provisions of any Loan Document on any ground; or any such
litigation shall be commenced by any Person other than a Loan Party and shall
not be dismissed within 60 days thereof;

                  (o) IMPAIRMENT OF COLLATERAL. Any Lien purported to be created
under any Security Document shall cease to be, or shall be asserted by any Loan
Party not to be, a valid and perfected Lien on any Collateral, with the priority
required by the applicable Security Document, except (i) as a result of the sale
or other disposition of the applicable Collateral in a transaction permitted
under the Loan Documents, (ii) as a result of the Administrative Agent's release
and redelivery of any stock certificates, promissory notes or other instruments
delivered to it in pledge under any of the Pledge and Security Agreements, or
(iii) as to Miscellaneous Unpledged Assets;

then, and in every such event (other than an event with respect to the Borrower
or Holdings described in Section 7.1(i) or Section 7.1(j)), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times:
(i) terminate the Revolving Commitments, and thereupon the Revolving Commitments
shall terminate immediately, and (ii) declare the Loans then outstanding to be
due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and
payable), and thereupon the principal of the Loans so declared to be due and
payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower; and in case of any event with
respect to the Borrower or Holdings described in Section 7.1(i) or Section
7.1(j), the Revolving Commitments shall automatically terminate and the
principal of the Loans then outstanding, together with accrued interest thereon
and all fees and other obligations of the Borrower accrued hereunder, shall
automatically become due and payable, without presentment, demand, protest or
other notice of any kind, all of which are hereby waived by the Borrower.

                                 ARTICLE VIII.
                            THE ADMINISTRATIVE AGENT
                                AND OTHER AGENTS

                  SECTION 8.1. APPOINTMENT OF AGENTS. Each of the Lenders and
the Issuing Bank hereby (a) irrevocably appoints Citicorp USA as the
Administrative Agent, DB Alex. Brown LLC, as Syndication Agent, Wells Fargo
Bank, N.A. as Documentation Agent and


                                       91
<PAGE>   97
Bank of America, N.A. as Co-Agent (collectively, the "Agents") and (b)
authorizes each Agent to take such actions on its behalf and to exercise such
powers as are delegated to such Agent by the terms of the Loan Documents,
together with such actions and powers as are reasonably incidental thereto.

                  SECTION 8.2. SAME RIGHTS AND POWERS. Each Agent hereunder
shall have the same rights and powers in its capacity as a Lender as any other
Lender and may exercise the same as though it were not an Agent, and such Agent
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with any Original Transaction Party, any other party to
any transactions contemplated hereby or any Subsidiary or other Affiliate of any
of the foregoing as if it were not an Agent hereunder.

                  SECTION 8.3. NO DUTIES OR OBLIGATIONS; NOT LIABLE. The Agents
shall not have any duties or obligations except those expressly set forth in the
Loan Documents. Without limiting the generality of the foregoing, (a) no Agent
shall be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) no Agent shall have any duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated by the Loan Documents
that such Agent is required to exercise in writing by the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.2), and (c) except as expressly set forth
in the Loan Documents, no Agent shall have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to the Borrower
or Holdings or any of the Subsidiaries that is communicated to or obtained by
such Agent or any of its Affiliates in any capacity. No Agent shall be liable
for any action taken or not taken by it with the consent or at the request of
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 9.2) or in the
absence of such Agent's own gross negligence or willful misconduct. No Agent
shall be deemed to have knowledge of any Default unless and until written notice
thereof is given to such Agent by the Borrower or a Lender, and no Agent shall
be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with any Loan
Document, (ii) the contents of any certificate, report or other document
delivered thereunder or in connection therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth in any Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
(v) the creation, enforceability, perfection, priority or sufficiency of any
Lien, or (vi) the satisfaction of any condition set forth in Article III or
elsewhere in any Loan Document, other than to confirm receipt of items expressly
required to be delivered to such Agent.

                  SECTION 8.4. ENTITLED TO RELY. Each Agent shall be entitled to
rely upon, and shall not incur any liability for relying upon, any notice,
request, certificate, consent, statement, instrument, document or other writing
believed by it to be genuine and to have been signed or sent by the proper
Person. Each Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and


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shall not incur any liability for relying thereon. Each Agent may consult with
legal counsel (who may be counsel for the Borrower), independent accountants and
other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants
or experts.

                  SECTION 8.5. SUB-AGENTS; RELATED PARTIES. Each Agent may
perform any and all its duties and exercise its rights and powers by or through
any one or more sub-agents appointed by such Agent. Each Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of this
Article VIII shall apply to any such sub-agent and to the Related Parties of
each Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided
for herein as well as activities as an Agent.

                  SECTION 8.6. RESIGNATION OF ADMINISTRATIVE AGENT. Subject to
the appointment and acceptance of a successor to the Administrative Agent as
provided in this Section 8.6, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Borrower. Upon any such
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders and the Issuing
Bank, appoint a successor Administrative Agent that shall be a bank with an
office in New York, New York, or an Affiliate of any such bank. Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder. The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor unless otherwise agreed
upon between the Borrower and such successor. After the Administrative Agent's
resignation hereunder, the provisions of this Article VIII and Section 9.3 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.

                  SECTION 8.7. CONCERNING THE COLLATERAL.

                  (a) SECURITY DOCUMENTS. Each of the Agents and Lenders
authorizes and directs the Administrative Agent to enter into the Security
Documents for the benefit of the Lenders and to perform all obligations of the
Administrative Agent thereunder, including (without limitation) obligations to
release Collateral. Each holder of Obligations agrees that any action taken by
the Required Lenders (or, where required by the express terms of this Agreement,
a greater or lesser proportion of the Lenders) in accordance with the provisions
of this Agreement or the Security Documents, and the exercise by the Required
Lenders (or, where so required, such greater or lesser proportion) of the powers
set forth herein or therein,


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<PAGE>   99
together with such other powers as are reasonably incidental thereto, shall be
authorized and binding upon all of the holders of Obligations.

                  (b) RELEASE OF LIENS. Each Lender hereby agrees that the
Administrative Agent is authorized to release (and further agrees that it will,
upon request of the Borrower or the Administrative Agent, confirm the
Administrative Agent's authority to release, or direct the Administrative Agent
to release) any Lien held by the Administrative Agent:

                           (i) against all of the Collateral, upon payment in
         full of the Obligations and expiration or termination of the
         obligations of the Lenders under this Agreement;

                           (ii) against any part of the Collateral sold or
         disposed of by the Borrower or any Borrower Subsidiary, if such sale or
         disposition is permitted by and is made in accordance with this
         Agreement (and the Administrative Agent is expressly authorized to rely
         on a certificate of the Borrower to such effect); and

                           (iii) against any Collateral which the Administrative
         Agent is required to release pursuant to the Security Documents or
         applicable law.

                  (c) NOT ACCOUNTABLE OR LIABLE. Neither the Administrative
Agent nor any other Agent shall be accountable or liable for any release of
Collateral which (i) the Administrative Agent in good faith believes is required
or authorized under the Security Documents or any other Loan Document, or (ii)
results from any failure to give, or delay in giving, any notice of termination
of any rights of the Borrower pursuant to the Security Documents or any other
Loan Document.



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                  SECTION 8.8. NO RELIANCE. Each Lender acknowledges that it
has, independently and without reliance upon any Agent or any other Lender and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement. Each Lender also
acknowledges that it will, independently and without reliance upon any Agent or
any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any other Loan Document or
related agreement or any document furnished hereunder or thereunder.

                                   ARTICLE IX.
                                 MISCELLANEOUS

                  SECTION 9.1. NOTICES. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

                           (i) if to any member of the Holdings Group, to it at
         Liberty Group Operating, Inc., 3000 Dundee Road, Suite 203, Northbrook,
         Illinois 60062, Attention of Kenneth Serota (Telecopy No. 847-272-6244)
         with a copy to Liberty Group Publishing, Inc., 11111 Santa Monica
         Blvd., Suite 2000, Los Angeles, CA 90025, Attention of Gregory J.
         Annick (Telecopy No. 310-954-0404);

                           (ii) if to the Administrative Agent, to Citicorp USA,
         Inc., c/o Citibank Delaware, 2 Penn's Way, Suite 200, New Castle, DE
         19720, Attention of Kent Leonard (Telecopy No. 302-894-6120), with a
         copy to Salomon Smith Barney Inc., 633 West Fifth Street, Suite 6300,
         Los Angeles, CA 90071, Attention of Michael Leyland (Telecopy No.
         213-833-2381);

                           (iii) if to the Swingline Lender, to Citicorp USA,
         Inc., c/o Citibank Delaware, 2 Penn's Way, Suite 200, New Castle, DE
         19720, Attention of Elizabeth Zecha (Telecopy No. 302-894-6120), with a
         copy to Salomon Barney Inc., 633 West Fifth Street, Suite 6300, Los
         Angeles, CA 90071, Attention of Michael Leyland (Telecopy No.
         213-833-2381);

                           (iv) if to the Issuing Bank, to Citibank, N.A., 399
         Park Avenue, New York, New York 10043, Attention of Kent Leonard
         (Telecopy No. 302-894-6120), with a copy to the Administrative Agent;

                           (v) if to the Syndication Agent, to DB Alex. Brown
         LLC - Syndication, 300 South Grand Avenue, 41st floor, Los Angeles, CA
         90071, Attention of Keith Bernstein and Ester Ocampo (Telecopy No.
         213-620-8484);



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<PAGE>   101
                           (vi) if to the Documentation Agent, to Wells Fargo
         Bank, N.A., 333 South Grand Avenue, ninth floor, Los Angeles, CA 90071,
         Attention of Delia Fance (Telecopy No. 213-628-9694);

                           (vii) if to the Co-Agent, to Bank of America, N.A.,
         675 Anton Boulevard, Second Floor, Costa Mesa, CA 92626 Attention of
         Deborah Miller (Telecopy No. 714-850-6586); and

                           (viii) if to any other Lender, to it at its address
         (or telecopy number) set forth in its Administrative Questionnaire.

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

                  SECTION 9.2. WAIVERS; AMENDMENTS.

                  (a) NO WAIVER; RIGHTS AND POWERS CUMULATIVE. No failure or
delay by the Administrative Agent, the Issuing Bank or any Lender in exercising
any right or power hereunder or under any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Agents, the Issuing Bank
and the Lenders hereunder and under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of any Loan Document or consent to any departure by any
Loan Party therefrom shall in any event be effective unless the same shall be
permitted by Section 9.2(b), and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Under no
circumstances shall the making of a Loan or issuance of a Letter of Credit be
construed as a waiver of any Default, regardless of whether the Agents, any
Lender or the Issuing Bank may have had notice or knowledge of such Default at
the time.

                  (b) WRITING REQUIRED. Neither this Agreement nor any other
Loan Document nor any provision hereof or thereof may be waived, amended or
modified except, in the case of this Agreement, pursuant to an agreement or
agreements in writing entered into by the Borrower and the Required Lenders or,
in the case of any other Loan Document, pursuant to an agreement or agreements
in writing entered into by the Administrative Agent and the Loan Party or Loan
Parties that are parties thereto, in each case with the consent of the Required
Lenders, except that (i) no such agreement shall (A) increase the Revolving
Commitments or the Term B Commitments without the written consent of each
Lender, (B) reduce the principal amount of any Loan or LC Disbursement or reduce
the rate of interest thereon, or reduce any fees payable hereunder, without the
written consent of each Lender directly affected thereby, (C) postpone the
scheduled date of payment of the


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<PAGE>   102
principal amount of any Loan or LC Disbursement, or any interest thereon, or any
fees payable hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of the Revolving
Commitment, without the written consent of each Lender directly affected
thereby, (D) change 2.16(b) or Section 2.16(c) in a manner that would alter the
pro rata sharing of payments required thereby, without the written consent of
each Lender, (E) change any of the provisions of this Section 9.2 or the
definition of the term "Required Lenders", "Required Revolving Lenders" or
"Required Term B Lenders" or any other provision of any Loan Document specifying
the number or percentage of Lenders required to waive, amend or modify any
rights thereunder or make any determination or grant any consent thereunder,
without the written consent of each Lender, (F) release any Guarantor from its
liability under the Guaranty, Indemnity and Subordination Agreement (except as
expressly provided therein), or limit such liability, without the written
consent of each Lender, (G) release all or substantially all of the Collateral
from the Liens of the Security Documents, without the written consent of each
Lender, or (H) change any provision of Section 2.10 (or any definition that
would have the effect of changing Section 2.10) in any manner that would affect
the Revolving Lenders without the written consent of the Required Revolving
Lenders, or (I) change any provision of Section 2.10 (or any definition that
would have the effect of changing Section 2.10) in any manner that would affect
the Term B Lenders without the written consent of the Required Term B Lenders;
and (ii) no such agreement shall amend, modify or otherwise affect the rights or
duties of any Agents, the Issuing Bank or the Swingline Lender without the prior
written consent of such Agent, the Issuing Bank or the Swingline Lender, as the
case may be.

                  SECTION 9.3. EXPENSES; INDEMNITY; DAMAGE WAIVER.

                  (a) EXPENSES. The Borrower and Holdings jointly and severally
agree to pay (i) all reasonable and documented out-of-pocket expenses incurred
by the Agents, the Arranger and their respective Affiliates, including the
reasonable and documented fees, charges and disbursements of counsel for the
Agents and the Arranger, in connection with the syndication of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents or any amendments, modifications or waivers of the provisions thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable and documented out-of-pocket expenses incurred
by the Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii)
all reasonable and documented out-of-pocket expenses incurred by the Agents, the
Arranger, the Issuing Bank or any Lender, including the reasonable and
documented fees, charges and disbursements of any counsel for the Agents, the
Issuing Bank or any Lender and any advisors, appraisers, consultants, or other
professional engaged by them or by such counsel, in connection with the
enforcement or protection of its rights in connection with the Loan Documents,
including its rights under this Section 9.3, or in connection with the Loans
made or Letters of Credit issued hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such Loans or Letters of Credit or during the pendency of any bankruptcy or
insolvency proceeding.



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<PAGE>   103
                  (b) INDEMNITY. The Borrower and Holdings agree jointly and
severally to defend and indemnify the Agents, the Arranger, the Issuing Bank and
each Lender, and each Related Party of any of the foregoing Persons (all,
collectively, "Indemnitees"), against, and to hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the reasonable and documented fees, charges and disbursements of any
counsel for any Indemnitee, incurred by or asserted against any Indemnitee
arising out of, in connection with, or as a result of (i) the execution or
delivery of any Loan Document or any other agreement or instrument contemplated
hereby, the performance by the parties to the Loan Documents of their respective
obligations thereunder or the consummation of the Original Transactions or any
other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the
use of the proceeds therefrom (including any refusal by the Issuing Bank to
honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such
Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property currently or formerly owned or operated by any
Original Transaction Party or any of the Subsidiaries, or any Environmental
Liability related in any way to any Original Transaction Party or any of the
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto,
except only that no Indemnitee shall be indemnified hereunder if and to the
extent that any such losses, claims, damages, liabilities or related expenses
incurred or sustained by it are determined by final judgment of a court of
competent jurisdiction to have resulted directly and primarily from the gross
negligence or willful misconduct of such Indemnitee.

                  (c) PAYMENT BY LENDERS. To the extent that any Loan Party
fails to pay any amount required to be paid by it to the Administrative Agent,
the Issuing Bank or the Swingline Lender under Section 9.3(a) or Section 9.3(b),
each Lender severally (and not jointly) agrees to pay to the Administrative
Agent and each Revolving Lender severally (and not jointly) agrees to pay to the
Issuing Bank or the Swingline Lender, as the case may be, such Lender's pro rata
share (determined as of the time that the applicable unreimbursed expense or
indemnity payment is sought and based on each Lender's pro rata share
(determined as set forth below) of the total Facilities (or of the Revolving
Facilities only in the case of such payments to the Issuing Bank or the
Swingline Lender)) of such unpaid amount, but (in each case) only if and to the
extent that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent, Issuing Bank or Swingline Lender in its
capacity as such. For purposes hereof, a Lender's "pro rata share" shall be
determined based upon its share of the sum of the Total Revolving Credit
Exposures and unused Revolving Commitments, plus the Term B Commitments and Term
B Loans at the time.

                  (d) WAIVER OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL
AND PUNITIVE DAMAGES. The Borrower and Holdings will not assert, will cause each
Subsidiary never to assert, and for themselves and each present and future
Subsidiary and their respective Related Persons hereby forever waives, releases
and agrees not to sue upon, any claim


                                       98
<PAGE>   104
against any Indemnitee, on any theory of liability (whether based upon contract,
or founded upon tort or any legal duty or otherwise), for and special, indirect,
consequential damages and, to the fullest extent a claim for punitive damages is
permitted to be waived by law for punitive damages arising out of, in connection
with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Original Transactions, any Loan or Letter of Credit or
the use of the proceeds thereof or any act, omission, claim, breach, wrongful
conduct, or other occurrence or event in any respect relating hereto.

                  (e) PAYABLE UPON DEMAND. All amounts due under this Section
9.3 shall be payable promptly after written demand therefor.

                  SECTION 9.4. SUCCESSORS AND ASSIGNS.

                  (a) SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit), except that neither the
Borrower nor Holdings may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of each Lender (and any
such attempted assignment or transfer without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Agents, the Issuing Bank and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Agreement.

                  (b) ASSIGNMENT BY LENDERS. Any Lender may assign to one or
more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Revolving Commitment and/or its
Term B Commitment and/or any Loans at the time owing to it), if (i) except in
the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment to a Related Fund, each of the Borrower and the Administrative Agent
(and, with respect to any assignment of a Revolving Commitment, the Issuing Bank
and the Swingline Lender) must give their prior written consent to such
assignment (which consent shall not be unreasonably withheld), (ii) except in
the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment to a Related Fund or an assignment of the entire remaining amount of
the assigning Lender's Revolving Commitment, Term B Commitment and Loans, the
amount of the Revolving Commitment, Term B Commitment and Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 (or $1,000,000 in the
case of an assignment of Term B Loans only) and shall be in $1,000,000 (or
$250,000 in the case of Term B Loans only) increments in excess thereof unless
each of the Borrower and the Administrative Agent otherwise consent, (iii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations in respect of at least one of the
Facilities under this Agreement, (iv) the parties to each


                                       99
<PAGE>   105
assignment shall execute and deliver to the Administrative Agent an Assignment
and Acceptance, together with a processing and recordation fee of $3,500 (or
$1,000 in the case of an assignment of Term B Loans only) except that no such
fee shall be payable in connection with an assignment to a Related Fund, and (v)
the assignee, if it shall not be a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire. Any consent of the Borrower otherwise
required under this Section 9.4 shall not be required if an Event of Default has
occurred and is continuing. Subject to acceptance and recording thereof pursuant
to Section 9.4(d), from and after the effective date specified in each
Assignment and Acceptance the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of Sections
2.14, 2.15, 2.16 and 9.3). Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 9.4(b)
shall be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section 9.4(e).

                  (c) REGISTER. The Administrative Agent, acting for this
purpose as an agent of the Borrower, shall maintain at one of its offices in The
City of New York a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Revolving Commitment of, and principal amount of the Loans and LC Disbursements
owing to, each Lender pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive, and the Loan
Parties, the Administrative Agent, the Issuing Bank and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrower,
the Issuing Bank and any Lender, at any reasonable time and from time to time
upon reasonable prior notice.

                  (d) ACCEPTANCE AND RECORDING OF ASSIGNMENT. Upon its receipt
of a duly completed Assignment and Acceptance executed by an assigning Lender
and an assignee, the assignee's completed Administrative Questionnaire (unless
the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in Section 9.4(b) and any written consent to such
assignment required by Section 9.4(b), the Administrative Agent shall accept
such Assignment and Acceptance and record the information contained therein in
the Register. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this Section 9.4(d).

                  (e) PARTICIPATIONS. Any Lender may, without the consent of the
Borrower, the Agents, the Issuing Bank or the Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Revolving Commitment


                                      100
<PAGE>   106
and/or its Term B Commitment and any Loans owing to it), but in such event (i)
such Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Loan Parties, the Agents, the
Issuing Bank 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. Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce the Loan Documents and to approve any amendment, modification or
waiver of any provision of the Loan Documents, except that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described clause (i)
in Section 9.2(b) that affects such Participant. Subject to Section 9.4(f), the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.14, 2.15 and 2.16 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to Section 9.4(b). To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 9.8 as though it were a Lender, if such Participant agrees to be subject
to Section 2.16(c) as though it were a Lender.

                  (f) PARTICIPANT NOT ENTITLED TO A GREATER PAYMENT. A
Participant shall not be entitled to receive any greater payment under Section
2.14 or Section 2.15 than the applicable Lender would have been entitled to
receive with respect to the participation sold to such Participant, unless the
sale of the participation to such Participant is made with the Borrower's prior
written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.15 unless (i) the
Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
2.15(e) as though it were a Lender and (ii) such Participant is eligible for
exemption from the withholding tax referred to therein, following compliance
with Section 2.15(e).

                  (g) PLEDGE OR ASSIGNMENT AS SECURITY. Any Lender may at any
time pledge or assign a security interest in all or any portion of its rights
under this Agreement to secure obligations of such Lender, including any pledge
or assignment to a Trustee or to secure obligations to a Federal Reserve Bank,
and this Section shall not apply to any such pledge or assignment of a security
interest. No such pledge or assignment of a security interest shall release a
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.

                  SECTION 9.5. SURVIVAL. All covenants, agreements,
representations and warranties made by the Loan Parties in the Loan Documents
and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall be considered to
have been relied upon by the other parties hereto and shall survive the
execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any
such other party or on its behalf and notwithstanding that the Agents, the
Issuing Bank or any Lender may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended
hereunder, and shall continue in full force and effect as long


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<PAGE>   107
as the principal of or any accrued interest on any Loan or any fee or any other
amount payable under this Agreement is outstanding and unpaid or any Letter of
Credit is outstanding and so long as the Revolving Commitments have not expired
or terminated. The provisions of Sections 2.14, 2.15, 2.16 and 9.3 and Article
VIII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Revolving
Commitments or the termination of this Agreement or any provision hereof.

                  SECTION 9.6. COUNTERPARTS; INTEGRATION; EFFECTIVENESS. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement,
the other Loan Document and any separate letter agreements with respect to fees
payable to the Agents constitute the entire contract among the parties relating
to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof, except
any and all agreements relating to the fees and compensation payable to Citicorp
USA or SSBI in connection with the Financing Transactions. Except as provided in
Section 3.1, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall
have received counterparts hereof that, when taken together, bear the signatures
of each of the other parties hereto, including each Lender identified on the
signature pages hereof, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Delivery of an executed counterpart of a signature page of this Agreement by
telecopy shall be effective as delivery of a manually executed counterpart of
this Agreement.



                                      102
<PAGE>   108
                  SECTION 9.7. SEVERABILITY. Any provision of this Agreement
held to be invalid, illegal or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

                  SECTION 9.8. RIGHT OF SETOFF. If an Event of Default shall
have occurred and be continuing, each Lender 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 obligations at
any time owing by such Lender or Affiliate to or for the credit or the account
of the Borrower against any of and all the obligations of the Borrower now or
hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and
although such obligations may be unmatured. The rights of each Lender under this
Section 9.8 are in addition to other rights and remedies (including other rights
of setoff) that such Lender may have.

                  SECTION 9.9. GOVERNING LAW; JURISDICTION; SERVICE OF PROCESS.

                  (a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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

                  (c) WAIVER OF OBJECTIONS TO VENUE. Each of the Borrower and
Holdings hereby irrevocably and unconditionally waives, for itself and each
other Loan Party, 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 any
other Loan Document in any court referred to in Section 9.9(b) other than


                                      103
<PAGE>   109
a court referred to in the last sentence thereof that is not referred to
elsewhere therein. Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

                  (d) SERVICE OF PROCESS. Each of the Borrower and Holdings
hereby irrevocably and unconditionally consents, for itself and each other Loan
Party, to service of process in the manner provided for notices in Section 9.1.
Nothing in this Agreement or any other Loan Document will affect the right of
any party to this Agreement to serve process in any other manner permitted by
law.

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

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

                  SECTION 9.12. CONFIDENTIALITY. Each of the Agents, the Issuing
Bank and the Lenders agrees to maintain the confidentiality of the Information
(as defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section 9.12, to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (g) with the consent of the Borrower, (h) to the extent
such Information


                                      104
<PAGE>   110
(i) becomes publicly available other than as a result of a breach of this
Section 9.12 or (ii) becomes available to the Agents, the Issuing Bank or any
Lender on a nonconfidential basis from a source other than the Holdings, (i) to
any direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provisions of this Section 9.12), or (j) to the National
Association of Insurance Commissioners or any similar organization or any rating
agency. For the purposes of this Section 9.12, the term "Information" means all
information received from the Holdings Group relating to the or its business,
other than any such information that is available to the Agents, the Issuing
Bank or any Lender on a nonconfidential basis prior to disclosure by the
Holdings Group, but, in the case of information received from the Holdings Group
after the date hereof, only if such information is clearly identified at the
time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section 9.12 shall be
considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

                  SECTION 9.13. INTEREST RATE LIMITATION. Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Loan, together with all fees, charges and other amounts that are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") that may be contracted for,
charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section 9.13 shall be cumulated and the interest
and-Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated amount,
together with interest thereon at the Federal Funds Rate to the date of
repayment, shall have been received by such Lender.

                  [Remainder of Page Intentionally Left Blank]



                                      105
<PAGE>   111
                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.


                                         LIBERTY GROUP OPERATING, INC.
                                         By:  /s/  Kevin O'Shea
                                            ---------------------------------
                                            Name:  Kevin O'Shea
                                            Title:


                                         LIBERTY GROUP PUBLISHING, INC.
                                         By: /s/  Kevin O'Shea
                                            ----------------------------------
                                            Name:  Kevin O'Shea
                                            Title:


                                         CITICORP USA, INC.
                                         By: /s/  David J. Wirdnam
                                            ----------------------------------
                                            Name:  David J. Wirdnam
                                            Title: Attorney-In-Fact

                                         CITIBANK, N.A.
                                         By: /s/  David J. Wirdnam
                                            ----------------------------------
                                            Name:  David J. Wirdnam
                                            Title: Director






SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   112
                                         DB ALEX. BROWN LLC, as Syndication
                                         Agent


                                         By: /s/  Anthony C. Hass
                                            ----------------------------------
                                            Name:  Anthony C. Hass
                                            Title: Managing Director




SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   113
                                         BANKERS TRUST COMPANY, as a Lender


                                         By: /s/  Mary Jo Jolly
                                            ----------------------------------
                                            Name:  Mary Jo Jolly
                                            Title: Assistant Vice-President




SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   114
                                         WELLS FARGO BANK, N.A., as
                                         Documentation Agent and as a Lender


                                         By: /s/  Kevin McKhann
                                            ----------------------------------
                                            Name:  Kevin McKhann
                                            Title: Vice President




SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   115
                                         BANK OF AMERICA, N.A., as Co-Agent
                                         and as a Lender


                                         By: /s/  George V. Hausler
                                            ----------------------------------
                                            Name:  George V. Hausler
                                            Title: Principal




SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   116
                                         THE CHASE MANHATTAN BANK, as a Lender


                                         By:  /s/  Bruce E. Langenkamp
                                            ----------------------------------
                                            Name:  Bruce E. Langenkamp
                                            Title: Vice President






SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   117
                                         U.S. BANK NATIONAL ASSOCIATION, as a
                                         Lender


                                         By:  /s/  Kurt D. Egerton
                                            ----------------------------------
                                            Name:  Kurt D. Egerton
                                            Title: Senior Vice President





SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   118
                                         THE PROVIDENT BANK, as a Lender


                                         By:  /s/  Thomas W. Doe
                                            ----------------------------------
                                            Name:  Thomas W. Doe
                                            Title: Vice President





SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   119
                                         SUNTRUST BANK, CENTRAL FLORIDA, N.A.,
                                         as a Lender


                                         By:  /s/  W. David Wisdom
                                            ----------------------------------
                                            Name:  W. David Wisdom
                                            Title: Vice President





SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   120
                                         NATIONAL CITY BANK OF
                                         MICHIGAN/ILLINOIS, as a Lender


                                         By:  /s/  Richard H. Ault
                                            ----------------------------------
                                            Name:   Richard H. Ault
                                            Title:  Vice President









SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   121
                                         MERRILL LYNCH SENIOR FLOATING
                                         RATE FUND, INC., as a Lender


                                         By:  /s/  Joseph Matteo
                                            ----------------------------------
                                            Name:  Joseph Matteo
                                            Title: Authorized Signatory





SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   122
                                         MERRILL LYNCH SENIOR FLOATING
                                         RATE FUND II, INC., as a Lender


                                         By:  /s/  Joseph Matteo
                                            ----------------------------------
                                            Name:  Joseph Matteo
                                            Title: Authorized Signatory








SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   123
                                         KZH SOLEIL LLC, as a Lender


                                         By:  /s/  Peter Chin
                                            ----------------------------------
                                            Name:  Peter Chin
                                            Title: Authorized Agent







SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   124
                                         KZH SOLEIL-2 LLC, as a Lender


                                         By:  /s/  Peter Chin
                                            ----------------------------------
                                            Name:  Peter Chin
                                            Title: Authorized Agent






SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT
<PAGE>   125
                                         GALAXY CLO 1999-1, LTD., as a Lender


                                         By: SAI INVESTMENT ADVISER, INC.,
                                             its Collateral Manager

                                             Name:  /s/  Sabur Moin
                                                  -----------------------------
                                             Title: Authorized Signatory








SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT