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                                                                    Exhibit 10.1
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                                CREDIT AGREEMENT

                                      among

                                 PRIMEDIA INC.,

                          VARIOUS LENDING INSTITUTIONS,

                             BANK OF AMERICA, N.A.,

                              as SYNDICATION AGENT,

                              THE BANK OF NEW YORK,

                                       and

                            THE BANK OF NOVA SCOTIA,

                           as CO-DOCUMENTATION AGENTS,

                                       and

                            THE CHASE MANHATTAN BANK,

                             as ADMINISTRATIVE AGENT

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

                            Dated as of June 20, 2001

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



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




                           J.P. MORGAN SECURITIES INC.

                                       and

                           BANC OF AMERICA SECURITIES

          as JOINT ADVISORS, JOINT LEAD ARRANGERS and JOINT BOOKRUNNERS




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                                TABLE OF CONTENTS

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SECTION 1.  Amount and Terms of Credit............................................................................1

         1.01  Commitments........................................................................................1
         1.02  Minimum Borrowing Amounts, etc.....................................................................3
         1.03  Notice of Borrowing................................................................................3
         1.04  Disbursement of Funds..............................................................................4
         1.05  Register...........................................................................................5
         1.06  Conversions........................................................................................5
         1.07  Pro Rata Borrowings................................................................................5
         1.08  Interest...........................................................................................5
         1.09  Interest Periods...................................................................................6
         1.10  Increased Costs, Illegality, etc...................................................................7
         1.11  Compensation......................................................................................10
         1.12  Change of Lending Office..........................................................................10
         1.13  Incremental Loan Commitments......................................................................11

SECTION 2.  Letters of Credit....................................................................................11

         2.01  Letters of Credit.................................................................................11
         2.02  Minimum Stated Amount.............................................................................12
         2.03  Letter of Credit Requests; Notices of Issuance....................................................12
         2.04  Agreement to Repay Letter of Credit Drawings......................................................12
         2.05  Letter of Credit Participations...................................................................13
         2.06  Increased Costs...................................................................................15

SECTION 3.  Fees; Commitments....................................................................................15

         3.01  Fees..............................................................................................15
         3.02  Voluntary Reduction of Commitments................................................................16
         3.03  Mandatory Reduction of Commitments, etc...........................................................17

SECTION 4.  Payments.............................................................................................18

         4.01  Voluntary Prepayments.............................................................................18
         4.02  Mandatory Repayments..............................................................................19
         4.03  Method and Place of Payment.......................................................................21
         4.04  Net Payments......................................................................................22

SECTION 5.  Conditions Precedent.................................................................................23

         5.01  Conditions Precedent to the Initial Borrowing Date................................................23
         5.02  Conditions Precedent to each Credit Event.........................................................25

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                                                                (i)

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SECTION 6.  Representations, Warranties and Agreements...........................................................26

         6.01  Corporate Status..................................................................................26
         6.02  Corporate Power and Authority.....................................................................26
         6.03  No Violation......................................................................................27
         6.04  Litigation........................................................................................27
         6.05  Use of Proceeds; Margin Regulations...............................................................27
         6.06  Governmental Approvals............................................................................27
         6.07  Investment Company Act............................................................................28
         6.08  Public Utility Holding Company Act................................................................28
         6.09  True and Complete Disclosure......................................................................28
         6.10  Financial Statements; Financial Condition.........................................................28
         6.11  Tax Returns and Payments..........................................................................29
         6.12  Compliance with ERISA.............................................................................29
         6.13  Subsidiaries......................................................................................30
         6.14  Intellectual Property.............................................................................30
         6.15  Compliance with Statutes, etc.....................................................................31
         6.16  The Pledge Agreement..............................................................................31

SECTION 7.  Affirmative Covenants................................................................................31

         7.01  Information Covenants.............................................................................31
         7.02  Books, Records and Inspections....................................................................33
         7.03  Payment of Taxes..................................................................................33
         7.04  Corporate Franchises..............................................................................34
         7.05  Compliance with Statutes, etc.....................................................................34
         7.06  ERISA.............................................................................................34
         7.07  End of Fiscal Years; Fiscal Quarters..............................................................35
         7.08  Use of Proceeds...................................................................................35
         7.09  Ownership of Subsidiaries.........................................................................35
         7.10  Maintenance of Corporate Separateness.............................................................35

SECTION 8.  Negative Covenants...................................................................................35

         8.01  Changes in Business...............................................................................36
         8.02  Consolidation, Merger, Sale or Purchase of Assets, etc............................................36
         8.03  Liens.............................................................................................38
         8.04  Indebtedness......................................................................................40
         8.05  Advances, Investments and Loans...................................................................41
         8.06  Contingent Obligations............................................................................43
         8.07  Dividends, etc....................................................................................44
         8.08  Transactions with Affiliates......................................................................46
         8.09  Fixed Charge Coverage Ratio.......................................................................46
         8.10  Interest Coverage Ratio...........................................................................46
         8.11  Leverage Ratio....................................................................................47
         8.12  Issuance of Stock.................................................................................47
         8.13  Modifications of Certain Agreements, etc..........................................................48

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                                                                (ii)

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         8.14  Limitation on the Creation of Subsidiaries; Redesignation of Partially-Owned
                 Restricted Subsidiaries ........................................................................49

SECTION 9.  Events of Default....................................................................................50

         9.01  Payments..........................................................................................50
         9.02  Representations, etc..............................................................................50
         9.03  Covenants.........................................................................................50
         9.04  Default Under Other Agreements....................................................................50
         9.05  Bankruptcy, etc...................................................................................50
         9.06  ERISA.............................................................................................51
         9.07  Guaranty..........................................................................................51
         9.08  Pledge Agreement..................................................................................51
         9.09  Judgments.........................................................................................52
         9.10  Ownership.........................................................................................52

SECTION 10.  Definitions.........................................................................................52


SECTION 11.  The Administrative Agent............................................................................80

         11.01  Appointment......................................................................................80
         11.02  Delegation of Duties.............................................................................80
         11.03  Exculpatory Provisions...........................................................................80
         11.04  Reliance by Administrative Agent.................................................................81
         11.05  Notice of Default................................................................................81
         11.06  Non-Reliance on Administrative Agent and Other Banks.............................................82
         11.07  Indemnification..................................................................................82
         11.08  Administrative Agent in Its Individual Capacity..................................................83
         11.09  Holders..........................................................................................83
         11.10  Resignation of the Administrative Agent; Successor Agent.........................................83

SECTION 12.  Miscellaneous.......................................................................................83

         12.01  Payment of Expenses, etc.........................................................................83
         12.02  Right of Setoff..................................................................................84
         12.03  Notices..........................................................................................84
         12.04  Benefit of Agreement.............................................................................85
         12.05  No Waiver; Remedies Cumulative...................................................................86
         12.06  Payments Pro Rata................................................................................87
         12.07  Calculations; Computations.......................................................................87
         12.08  Governing Law; Submission to Jurisdiction; Venue.................................................87
         12.09  Counterparts.....................................................................................88
         12.10  Effectiveness....................................................................................88
         12.11  Headings Descriptive.............................................................................89
         12.12  Amendment or Waiver..............................................................................89
         12.13  Survival.........................................................................................89
         12.14  Domicile of Loans................................................................................89

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                                                               (iii)

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         12.15  Confidentiality..................................................................................90
         12.16  Waiver of Jury Trial.............................................................................90

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         ANNEX I           List of Banks
         ANNEX II          Bank Addresses
         ANNEX III         Subsidiaries
         ANNEX IV          Liens
         ANNEX V           Existing Debt/Existing Contingent Obligations
         ANNEX VI          Existing Preferred Stock
         ANNEX VII         Existing Letters of Credit
         ANNEX VIII        Existing Unrestricted Subsidiaries



         EXHIBIT A         --      Form of Notice of Borrowing
         EXHIBIT B         --      Pledge Agreement
         EXHIBIT C-1       --      Opinion of Simpson, Thacher & Bartlett
         EXHIBIT C-2       --      Opinion of Beverly C. Chell, Esq.
         EXHIBIT C-3       --      Opinion of White & Case LLP
         EXHIBIT D         --      Form of Officer's Certificate
         EXHIBIT E         --      Subsidiary Guaranty
         EXHIBIT F         --      Contribution Agreement
         EXHIBIT G         --      Form of Assignment and Assumption Agreement
         EXHIBIT H         --      Form of Subsidiary Assumption Agreement
         EXHIBIT I         --      Form of 4.04(b) Certificate



                                      (iv)

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                  CREDIT AGREEMENT, dated as of June 20, 2001, among PRIMEDIA
INC., a Delaware corporation (the "Borrower"), the lending institutions listed
from time to time on Annex I hereto (each a "Bank" and, collectively, the
"Banks"), BANK OF AMERICA, N.A. as Syndication Agent (the "Syndication Agent"),
THE BANK OF NEW YORK and THE BANK OF NOVA SCOTIA, as Co-Documentation Agents,
and THE CHASE MANHATTAN BANK, as Administrative Agent (the "Administrative
Agent"). Unless otherwise defined herein, all capitalized terms used herein and
defined in Section 10 are used herein as so defined.



                              W I T N E S S E T H:
                               - - - - - - - - - -


                  WHEREAS, subject to and upon the terms and conditions herein
set forth, the Banks are willing to make available to the Borrower the credit
facilities provided for herein:

                  NOW, THEREFORE, IT IS AGREED:

                  SECTION 1. Amount and Terms of Credit.

                  1.01 COMMITMENTS. (a) Subject to and upon the terms and
conditions set forth herein, each Bank with a Term Loan A Commitment severally
agrees to make, on the Initial Borrowing Date, a term loan or term loans (each a
"Term Loan A" and, collectively, "Term Loans A") to the Borrower, which Term
Loans A (i) shall be made pursuant to a single drawing, (ii) shall, at the
option of the Borrower, be Base Rate Loans or Eurodollar Loans, PROVIDED that
all Term Loans A made as part of the same Borrowing shall, unless otherwise
specifically provided herein, consist of Term Loans A of the same Type, and
(iii) shall equal for each Bank, in initial aggregate principal amount, that
amount which equals the Term Loan A Commitment of such Bank on the Initial
Borrowing Date (before giving effect to the termination thereof on such date
pursuant to Section 3.03(b)). Once repaid, Term Loans A incurred hereunder may
not be reborrowed.

                  (b) Subject to and upon the terms and conditions set forth
herein, each Bank with a Term Loan B Commitment severally agrees to make, on the
Initial Borrowing Date, a term loan or term loans (each a "Term Loan B" and,
collectively, the "Term Loans B" and, together with the Term Loans A, the "Term
Loans") to the Borrower, which Term Loans B (i) shall be made pursuant to a
single drawing, (ii) shall, at the option of the Borrower, be Base Rate Loans or
Eurodollar Loans, PROVIDED that all Term Loans B made as part of the same
Borrowing shall, unless otherwise specifically provided herein, consist of Term
Loans B of the same Type, and (iii) shall equal for each Bank, in initial
aggregate principal amount, that amount which equals the Term Loan B Commitment
of such Bank on the Initial Borrowing Date (before giving effect to the
termination thereof on such date pursuant to Section 3.03(b)). Once repaid, Term
Loans B incurred hereunder may not be reborrowed.

                  (c) Subject to and upon the terms and conditions herein set
forth, each Bank with a Revolving Loan Commitment severally agrees at any time
and from time to time on and after the Initial Borrowing Date and prior to the
Revolving Loan Maturity Date, to make a revolving loan or revolving loans (each
a " Revolving Loan" and, collectively, the " Revolving


<PAGE>

Loans") to the Borrower, which Revolving Loans (i) shall, at the option of the
Borrower, be Base Rate Loans or Eurodollar Loans, PROVIDED that all Revolving
Loans made as part of the same Borrowing shall, unless otherwise specifically
provided herein, consist of Revolving Loans of the same Type, (ii) may be repaid
and reborrowed in accordance with the provisions hereof, (iii) shall not exceed
for any Bank at any time outstanding that aggregate principal amount which, when
combined with such Bank's Adjusted Percentage, if any, of the sum of (x) the
Letter of Credit Outstandings at such time plus (y) the outstanding principal
amount of Swingline Loans at such time, equals (1) if such Bank is a
Non-Defaulting Bank, the Adjusted Revolving Loan Commitment of such Bank at such
time and (2) if such Bank is a Defaulting Bank, the Revolving Loan Commitment of
such Bank at such time and (iv) shall not exceed in aggregate principal amount
at any time outstanding, when combined with the aggregate principal amount of
all Swingline Loans then outstanding and the aggregate amount of all Letter of
Credit Outstandings at such time, an amount equal to the Total Revolving Loan
Commitment at such time.

                  (d) Subject to and upon the terms and conditions herein set
forth, Chase in its individual capacity agrees to make, at any time and from
time to time on and after the Initial Borrowing Date and prior to the Swingline
Expiry Date, a revolving loan or revolving loans (each a "Swingline Loan" and,
collectively, the "Swingline Loans") to the Borrower, which Swingline Loans (i)
shall be made and maintained as Base Rate Loans, (ii) may be repaid and
reborrowed in accordance with the provisions hereof, (iii) shall not exceed in
aggregate principal amount at any time outstanding, when combined with the
aggregate principal amount of all Revolving Loans made by Non-Defaulting Banks
then outstanding and the Letter of Credit Outstandings at such time, an amount
equal to the Adjusted Total Revolving Loan Commitment then in effect (after
giving effect to any reductions to the Adjusted Total Revolving Loan Commitment
on such date) and (iv) shall not exceed in aggregate principal amount at any
time outstanding the Maximum Swingline Amount. Chase will not make a Swingline
Loan after it has received written notice from the Required Banks that one or
more of the applicable conditions to Credit Events specified in Section 5 are
not then satisfied.

                  (e) On any Business Day, Chase may, in its sole discretion,
give notice to the Banks that its outstanding Swingline Loans shall be funded
with a Borrowing of Revolving Loans (PROVIDED that each such notice shall be
deemed to have been automatically given upon the occurrence of an Event of
Default under Section 9.05), in which case a Borrowing of Revolving Loans
constituting Base Rate Loans (each such Borrowing, a "Mandatory Borrowing")
shall be made on the immediately succeeding Business Day by all Banks with a
Revolving Loan Commitment PRO RATA based on each Bank's Adjusted Percentage
(determined before giving effect to any termination of the Revolving Loan
Commitments pursuant to the last paragraph of Section 9), and the proceeds
thereof shall be applied directly to repay Chase for such outstanding Swingline
Loans. Each such Bank hereby irrevocably agrees to make Base Rate Loans upon one
Business Day's notice pursuant to each Mandatory Borrowing in the amount and in
the manner specified in the preceding sentence and on the date specified in
writing by Chase notwithstanding (i) that the amount of the Mandatory Borrowing
may not comply with the Minimum Borrowing Amount otherwise required hereunder,
(ii) whether any conditions specified in Section 5 are then satisfied, (iii)
whether a Default or an Event of Default has occurred and is continuing, (iv)
the date of such Mandatory Borrowing and (v) any reduction in the Total
Revolving Loan Commitment or Adjusted Total Revolving Loan Commitment after any
such Swingline Loans




                                      -2-
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were made. In the event that any Mandatory Borrowing cannot for any reason be
made on the date otherwise required above (including, without limitation, as a
result of the commencement of a proceeding under the Bankruptcy Code in respect
of the Borrower), then each such Bank (other than Chase) hereby agrees that it
shall forthwith purchase (as of the date the Mandatory Borrowing would otherwise
have occurred, but adjusted for any payments received from the Borrower on or
after such date and prior to such purchase) from Chase (without recourse or
warranty other than that such Swingline Loans are free and clear of any Liens)
such assignment of the outstanding Swingline Loans as shall be necessary to
cause such Banks to share in such Swingline Loans ratably based upon their
respective Adjusted Percentages (determined before giving effect to any
termination of the Revolving Loan Commitments pursuant to the last paragraph of
Section 9), PROVIDED that all interest payable on the Swingline Loans shall be
for the account of Chase until the date the respective assignment is purchased
and, to the extent attributable to the purchased assignment, shall be payable to
the Bank purchasing same from and after such date of purchase. Upon any change
in the Revolving Loan Commitments or Adjusted Percentages of the Banks pursuant
to Section 1.10(c)(ii) or 12.04(b), or upon the occurrence of a Bank Default, it
is hereby agreed that, with respect to all outstanding Swingline Loans, there
shall be an automatic adjustment to the participations pursuant to this Section
1.01(e) to reflect the new Adjusted Percentages of the assigning and assignee
Banks or of all Non-Defaulting Banks, as the case may be.

                  1.02 MINIMUM BORROWING AMOUNTS, ETC. The aggregate principal
amount of each Borrowing shall not be less than the Minimum Borrowing Amount for
such Loans. More than one Borrowing may be incurred on any day, PROVIDED that at
no time shall there be outstanding more than 25 Borrowings of Eurodollar Loans.

                  1.03 NOTICE OF BORROWING. (a) Whenever the Borrower desires to
incur Loans hereunder (excluding Swingline Loans and Revolving Loans incurred
pursuant to a Mandatory Borrowing), it shall give the Administrative Agent at
its Notice Office, prior to 1:00 P.M. (New York time), at least three Business
Days' prior written notice (or telephonic notice promptly confirmed in writing)
of each Borrowing of Eurodollar Loans and at least one Business Day's prior
written notice (or telephonic notice promptly confirmed in writing) of each
Borrowing of Base Rate Loans to be incurred hereunder. Each such notice (each,
together with each notice referred to in Section 1.03(b)(i), a "Notice of
Borrowing"), except as otherwise expressly provided in Section 1.10, shall be
irrevocable, and, in the case of each written notice and each confirmation of
telephonic notice, shall be in the form of Exhibit A, appropriately completed to
specify (i) whether the Loans being incurred pursuant to such Borrowing shall
consist of Term Loans A, Term Loans B or Revolving Loans, (ii) the aggregate
principal amount of such Loans to be made pursuant to such Borrowing, (iii) the
date of such Borrowing (which shall be a Business Day) and (iv) whether the
respective Borrowing shall consist of Base Rate Loans or Eurodollar Loans and,
if Eurodollar Loans, the Interest Period to be initially applicable thereto. The
Administrative Agent shall promptly give each Bank which is required to make
Loans pursuant to the Borrowing specified in the respective Notice of Borrowing
written notice (or telephonic notice promptly confirmed in writing) of each
proposed Borrowing, of such Bank's proportionate share thereof, if any, and of
the other matters covered by the Notice of Borrowing.

                                      -3-
<PAGE>

                  (b) (i) Whenever the Borrower desires to incur a Borrowing of
Swingline Loans hereunder, it shall give Chase no later than 12:00 Noon (New
York time) on the day such Swingline Loan is to be made, written notice (or
telephonic notice promptly confirmed in writing) of each Swingline Loan to be
incurred hereunder. Each such Notice of Borrowing shall be irrevocable and shall
specify in each case (x) the date of such Borrowing (which shall be a Business
Day) and (y) the aggregate principal amount of the Swingline Loans to be
incurred pursuant to such Borrowing.

                  (ii) Mandatory Borrowings shall be made upon the notice
specified in Section 1.01(e), with the Borrower irrevocably agreeing, by its
incurrence of any Swingline Loan, to the making of Mandatory Borrowings as set
forth in such Section.

                  (c) Without in any way limiting the obligation of the Borrower
to confirm in writing any telephonic notice permitted to be given hereunder, the
Administrative Agent, Chase (in the case of a Borrowing of Swingline Loans) or
the Letter of Credit Issuer (in the case of the issuance of Letters of Credit),
as the case may be, may prior to receipt of written confirmation act without
liability upon the basis of such telephonic notice, believed by the
Administrative Agent, Chase or the Letter of Credit Issuer, as the case may be,
in good faith to be from the chairman, a vice chairman, the president, the chief
financial officer, the treasurer, an assistant treasurer, the supervisor, cash
management or a director of treasury operations of the Borrower. In each such
case, the Borrower hereby waives the right to dispute the Administrative
Agent's, Chase's or the Letter of Credit Issuer's record of the terms of such
telephonic notice.

                  1.04 DISBURSEMENT OF FUNDS. (a) No later than 1:00 P.M. (New
York time) on the date specified in each Notice of Borrowing relating to any
Loans (or (x) in the case of Swingline Loans, no later than 2:00 P.M. (New York
time) on the date specified pursuant to Section 1.03(b)(i) or (y) in the case of
Mandatory Borrowings, no later than 12:00 Noon (New York time) on the date
specified in Section 1.01(e)), each Bank with a Commitment under the respective
Tranche will make available its Pro Rata Share (if any) of each Borrowing of
Loans requested to be made on such date in the manner provided below (or, in the
case of Swingline Loans, Chase will make available the full amount thereof). All
such amounts shall be made available to the Administrative Agent in U.S. Dollars
and immediately available funds at the Payment Office and the Administrative
Agent promptly will make available to the Borrower by depositing to its account
at the Payment Office the aggregate of the amounts so made available in the type
of funds received (other than in respect of Mandatory Borrowings). Unless the
Administrative Agent shall have been notified by any Bank prior to the date of
Borrowing of any Loans referred to in this Section 1.04(a) that such Bank does
not intend to make available to the Administrative Agent its portion of the
Borrowing or Borrowings to be made on such date, the Administrative Agent may
assume that such Bank has made such amount available to the Administrative Agent
on such date of Borrowing, and the Administrative Agent, in reliance upon such
assumption, may (in its sole discretion and without any obligation to do so)
make available to the Borrower a corresponding amount. If such corresponding
amount is not in fact made available to the Administrative Agent by such Bank
and the Administrative Agent has made available same to the Borrower, the
Administrative Agent shall be entitled to recover such corresponding amount from
such Bank. If such Bank does not pay such corresponding amount forthwith upon
the Administrative Agent's demand therefor, the Administrative Agent shall



                                      -4-
<PAGE>

promptly notify the Borrower, and the Borrower shall immediately pay such
corresponding amount to the Administrative Agent. The Administrative Agent shall
also be entitled to recover from such Bank or the Borrower, as the case may be,
interest on such corresponding amount in respect of each day from the date such
corresponding amount was made available by the Administrative Agent to the
Borrower to the date such corresponding amount is recovered by the
Administrative Agent, at a rate per annum equal to (x) if paid by such Bank, the
overnight Federal Funds Effective Rate or (y) if paid by the Borrower, the then
applicable rate of interest, calculated in accordance with Section 1.08, for the
respective Loans. Nothing herein shall be deemed to relieve any Bank from its
obligation to fulfill its commitments hereunder or to prejudice any rights which
the Borrower may have against any Bank as a result of any failure by such Bank
to make Loans hereunder.

                  1.05 REGISTER. (a) The Administrative Agent shall maintain a
register for the recordation of the Commitments of the Banks from time to time
and the principal amount of the Term Loans A, Term Loans B, Revolving Loans and
Swingline Loans owing to each Bank (the "Register"). The entries in the Register
shall be conclusive and binding for all purposes, absent manifest error. The
Register shall be available for inspection by the Borrower or any Bank at any
reasonable time and from time to time upon reasonable prior notice.

                  (b) The Borrower hereby agrees to provide a Note, promptly
upon the request of any Bank, to the extent such Bank has requested such Note in
connection with any pledge or assignment by such Bank of any or all of its Loans
hereunder to a Federal Reserve Bank.

                  1.06 CONVERSIONS. The Borrower shall have the option to
convert on any Business Day all or a portion at least equal to the applicable
Minimum Borrowing Amount of the outstanding principal amount of the Loans (other
than Swingline Loans, which at all times shall be maintained as Base Rate Loans)
owing by the Borrower into a Borrowing or Borrowings of another Type of Loan;
PROVIDED that (i) no such partial conversion of a Borrowing of Eurodollar Loans
shall reduce the outstanding principal amount of the Eurodollar Loans made
pursuant to such Borrowing to less than the Minimum Borrowing Amount applicable
thereto, (ii) Base Rate Loans may not be converted into Eurodollar Loans if a
Default or Event of Default is in existence and the Administrative Agent and/or
the Required Banks have notified the Borrower that such a conversion will not be
permitted as a result thereof and (iii) Borrowings of Eurodollar Loans resulting
from this Section 1.06 shall be limited in number as provided in Section 1.02.
Each such conversion shall be effected by the Borrower by giving the
Administrative Agent at its Notice Office, prior to 1:00 P.M. (New York time),
at least three Business Days (or one Business Day in the case of a conversion
into Base Rate Loans) prior written notice (or telephonic notice promptly
confirmed in writing) (each a "Notice of Conversion") specifying the Loans to be
so converted, the Type of Loans to be converted into and, if to be converted
into a Borrowing of Eurodollar Loans, the Interest Period to be initially
applicable thereto. The Administrative Agent shall give each Bank prompt notice
of any such proposed conversion affecting any of its Loans.

                  1.07 PRO RATA BORROWINGS. All Borrowings of Term Loans A, Term
Loans B and Revolving Loans under this Agreement shall be made by the Banks PRO
RATA on the basis of their Term Loan A Commitments, Term Loan B Commitments or
Revolving Loan Commitments, as the case may be, provided that all Borrowings of
Revolving Loans made pursuant to a Mandatory


                                      -5-
<PAGE>

Borrowing shall be incurred from the Banks with Revolving Loan Commitments PRO
RATA on the basis of their Adjusted Percentages. It is understood that no Bank
shall be responsible for any default by any other Bank of its obligation to make
Loans hereunder and that each Bank shall be obligated to make the Loans to be
made by it hereunder, regardless of the failure of any other Bank to make its
Loans hereunder.

                  1.08 INTEREST. (a) The unpaid principal amount of each Base
Rate Loan shall bear interest from the date of the Borrowing thereof until
maturity (whether by acceleration or otherwise) at a rate per annum which shall
at all times be the Applicable Margin (or, in the case of Term Loans B, the
Applicable Term Loan B Margin) plus the Base Rate in effect from time to time.

                  (b) The unpaid principal amount of each Eurodollar Loan shall
bear interest from the date of the Borrowing thereof until maturity (whether by
acceleration or otherwise) at a rate per annum which shall at all times be the
Applicable Margin (or, in the case of Term Loans B, the Applicable Term Loan B
Margin) plus the relevant Eurodollar Rate.

                  (c) Overdue principal and, to the extent permitted by law,
overdue interest in respect of each Loan shall bear interest at a rate per annum
equal to the Base Rate in effect from time to time plus the sum of (i) 2% and
(ii) the Applicable Margin (or, in the case of Term Loans B, the Applicable Term
Loan B Margin) for Base Rate Loans; PROVIDED that principal in respect of
Eurodollar Loans shall bear interest after the same becomes due (whether by
acceleration or otherwise) until the end of the applicable Interest Period for
such Eurodollar Loan at a per annum rate equal to 2% in excess of the rate of
interest applicable on the due date therefor.

                  (d) Interest shall accrue from and including the date of any
Borrowing to, but excluding the date of any repayment thereof and shall be
payable (i) in respect of each Base Rate Loan, quarterly in arrears on the last
Business Day of each March, June, September and December, (ii) in respect of
each Eurodollar Loan, on the last day of each Interest Period applicable thereto
and, in the case of an Interest Period in excess of three months, on each date
occurring at three month intervals after the first day of such Interest Period
and (iii) in respect of each Loan, on any prepayment or conversion (on the
amount prepaid or converted), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.

                  (e) All computations of interest hereunder shall be made in
accordance with Section 12.07(b).

                  (f) The Administrative Agent, upon determining the interest
rate for any Borrowing of Eurodollar Loans for any Interest Period, shall
promptly notify the Borrower and the Banks thereof.

                  1.09 INTEREST PERIODS. At the time the Borrower gives a Notice
of Borrowing or Notice of Conversion in respect of the making of, or conversion
into, a Borrowing of Eurodollar Loans (in the case of the initial Interest
Period applicable thereto) or prior to 1:00 P.M. (New York time) on the third
Business Day prior to the expiration of an Interest Period applicable to a
Borrowing of Eurodollar Loans, it shall have the right to elect by giving the
Administrative


                                      -6-
<PAGE>

Agent written notice (or telephonic notice promptly confirmed in writing) of the
Interest Period applicable to such Borrowing, which Interest Period shall, at
the option of the Borrower, be a one, two, three, six or, if available to each
of the Banks (as determined by each such Bank in good faith based on prevailing
conditions in the interbank Eurodollar market on any date of determination
thereof) nine or twelve month period (or if agreed to by each Bank in the
respective Tranche, such other period as requested by the Borrower).
Notwithstanding anything to the contrary contained above:

                 (i) unless otherwise requested by the Borrower and agreed to by
         each Bank in the respective Tranche, the initial Interest Period for
         any Borrowing of Eurodollar Loans shall commence on the date of such
         Borrowing (including the date of any conversion from a Borrowing of
         Base Rate Loans) and each Interest Period occurring thereafter in
         respect of such Borrowing shall commence on the day on which the next
         preceding Interest Period applicable thereto expires;

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

               (iii) if any Interest Period would otherwise expire on a day
         which is not a Business Day, such Interest Period shall expire on the
         next succeeding Business Day, PROVIDED that if any Interest Period
         would otherwise expire on a day which is not a Business Day but is a
         day of the month after which no further Business Day occurs in such
         month, such Interest Period shall expire on the next preceding Business
         Day;

                (iv) no Interest Period for a Borrowing under any Tranche of
         Loans shall be elected which would extend beyond the respective
         Maturity Date for such Tranche; and

                 (v) no Interest Period may be elected at any time when a
         Default or Event of Default is then in existence and the Administrative
         Agent and/or the Required Banks have notified the Borrower that such an
         election will not be permitted as a result thereof.

If upon the expiration of any Interest Period, the Borrower has failed to elect
a new Interest Period to be applicable to the respective Borrowing of Eurodollar
Loans as provided above, or a Default or an Event of Default then exists and the
Administrative Agent and/or the Required Banks have given the notice referred to
in clause (v) above, the Borrower shall be deemed to have elected to convert
such Borrowing into a Borrowing of Base Rate Loans effective as of the
expiration date of such current Interest Period.

                  1.10 INCREASED COSTS, ILLEGALITY, ETC. (a) In the event that
(x) in the case of clause (i) below, the Administrative Agent or (y) in the case
of clauses (ii) and (iii) below, any Bank, shall have determined (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto):

                 (i) on any date for determining the Eurodollar Rate for any
         Interest Period that, by reason of any changes arising after the date
         of this Agreement affecting the interbank



                                      -7-
<PAGE>

         Eurodollar market, adequate and fair means do not exist for
         ascertaining the applicable interest rate on the basis provided for in
         the definition of Eurodollar Rate; or

                (ii) at any time, that such Bank shall incur increased costs or
         reductions in the amounts received or receivable hereunder with respect
         to any Eurodollar Loans because of (x) any change since the date of
         this Agreement in any applicable law, governmental rule, regulation,
         guideline, order or request (whether or not having the force of law),
         or in the interpretation or administration thereof and including the
         introduction of any new law or governmental rule, regulation,
         guideline, order or request such as, for example, but not limited to,
         (A) a change since the Effective Date in the basis of taxation of
         payment to any Bank of the principal of or interest on the Loans or any
         other amounts payable hereunder (except for changes with respect to
         Taxes and those taxes described in clauses (x) and (y) of the proviso
         in the second sentence of Section 4.04) or (B) a change since the
         Effective Date in official reserve requirements, but, in all events,
         excluding reserves required under Regulation D to the extent included
         in the computation of the Eurodollar Rate and/or (y) other
         circumstances affecting such Bank, the interbank Eurodollar market or
         the position of such Bank in such market; or

               (iii) at any time since the Effective Date, that the making or
         continuance of any Eurodollar Loan has become unlawful by compliance by
         such Bank in good faith with any law, governmental rule, regulation,
         guideline or order (or would conflict with any such governmental rule,
         regulation, guideline or order not having the force of law but with
         which such Bank customarily complies even though the failure to comply
         therewith would not be unlawful), or has become impracticable as a
         result of a contingency occurring after the Effective Date which
         materially and adversely affects the interbank Eurodollar market;

then, and in any such event, such Bank (or the Administrative Agent in the case
of clause (i) above) shall (x) on such date and (y) within 10 Business Days of
the date on which such event no longer exists give notice (by telephone
confirmed in writing) to the Borrower and (except in the case of clause (i)) to
the Administrative Agent of such determination (which notice the Administrative
Agent shall promptly transmit to each of the other Banks). Thereafter (x) in the
case of clause (i) above, Eurodollar Loans shall no longer be available until
such time as the Administrative Agent notifies the Borrower and the Banks that
the circumstances giving rise to such notice by the Administrative Agent no
longer exist, and any Notice of Borrowing or Notice of Conversion given by the
Borrower with respect to Eurodollar Loans which have not yet been incurred shall
be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the
Borrower agrees to pay to such Bank, upon written demand therefor (accompanied
by the written notice referred to below), such additional amounts (in the form
of an increased rate of, or a different method of calculating, interest or
otherwise as such Bank in its sole discretion shall determine) as shall be
required to compensate such Bank for such increased costs or reductions in
amounts received or receivable hereunder (a written notice as to the additional
amounts owed to such Bank, showing the basis for the calculation thereof,
submitted to the Borrower by such Bank shall, absent manifest error, be final
and conclusive and binding upon all parties hereto) and (z) in the case of
clause (iii) above, the Borrower shall take one of the actions specified in
Section 1.10(b) as promptly as possible and, in any event, within the time
period required by law.

                                      -8-
<PAGE>

                  (b) At any time that any Eurodollar Loan is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), the Borrower may (and
in the case of a Eurodollar Loan affected pursuant to Section 1.10(a)(iii) the
Borrower shall) either (i) if the affected Eurodollar Loan is then being made
pursuant to a Borrowing, cancel said Borrowing by giving the Administrative
Agent telephonic notice (confirmed promptly in writing) thereof promptly (but in
any event no later than the later of (x) the Business Day next preceding the
date of such Borrowing and (y) one Business Day after the Borrower was notified
by a Bank pursuant to Section 1.10(a)(ii) or (iii)), or (ii) if the affected
Eurodollar Loan is then outstanding, upon at least three Business Days' notice
to the Administrative Agent, require the affected Bank to convert each such
Eurodollar Loan into a Base Rate Loan (which conversion, in the case of the
circumstances described in Section 1.10(a)(iii), shall occur no later than the
last day of the Interest Period then applicable to such Eurodollar Loan (or such
earlier date as shall be required by applicable law)); PROVIDED that if more
than one Bank is affected at any time, then all affected Banks must be treated
the same pursuant to this Section 1.10(b).

                  (c) (i) If any Bank shall have determined that after the
Effective Date, the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by such Bank with any request or directive regarding capital adequacy (whether
or not having the force of law) of any such authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on such Bank's capital or assets as a consequence of its commitments or
obligations hereunder to a level below that which such Bank could have achieved
but for such adoption, change or compliance (taking into consideration such
Bank's policies with respect to capital adequacy), then from time to time,
within 15 days after demand by such Bank (with a copy to the Administrative
Agent), accompanied by the notice referred to in the last sentence of this
clause (i), the Borrower shall pay to such Bank such additional amount or
amounts as will compensate such Bank for such reduction. Each Bank, upon
determining in good faith that any additional amounts will be payable pursuant
to this Section 1.10(c), will give prompt written notice thereof to the
Borrower, which notice shall set forth the basis of the calculation of such
additional amounts, although the failure to give any such notice shall not
release or diminish the Borrower's obligations to pay additional amounts
pursuant to this Section 1.10(c).

                  (ii) If (x) any Bank becomes a Defaulting Bank or otherwise
defaults in its obligations to make Loans or fund Unpaid Drawings, (y) any Bank
has notified the Borrower that one of its Eurodollar Loans is affected by the
circumstances described in Section 1.10(a)(ii) or (iii), or (z) any Bank is owed
increased costs or other amounts under Section 1.10(c)(i), 2.06 or 4.04 and, in
the case of such clause (y) or (z), compensation or other action with respect to
such event is not otherwise requested generally by the other Banks, the Borrower
shall have the right, if no Default or Event of Default then exists and, in the
case of a Bank described in clause (y) or (z) above, such Bank has not changed
its applicable lending office with the effect of eliminating such increased
cost, to replace such Bank (the "Replaced Bank") with another commercial bank or
banks or other financial institutions (collectively, the "Replacement Bank")
reasonably acceptable to the Administrative Agent, and, in the case of any
Replaced Bank with a Revolving Loan Commitment, the Letter of Credit Issuer,
PROVIDED that (i) at the time of any replacement


                                      -9-
<PAGE>

pursuant to this Section 1.10(c)(ii), the Replacement Bank shall enter into one
or more assignment agreements pursuant to Section 12.04(b) hereof (and with all
fees payable pursuant to said Section 12.04(b) to be paid by the Replacement
Bank) pursuant to which the Replacement Bank shall acquire all of the
Commitments and outstanding Loans of, and participations in Letters of Credit
by, the Replaced Bank and, in connection therewith, shall pay to the Replaced
Bank (or the Letter of Credit Issuer in the case of the proviso contained in
clause (b) below or Chase in the case of clause (d) below) in respect thereof an
amount equal to the sum of (a) an amount equal to the principal of, and all
accrued interest on, all outstanding Loans of the Replaced Bank, (b) an amount
equal to the sum of such Replaced Bank's Adjusted Percentage (for this purpose,
determined as if the adjustment described in clause (y) of the immediately
succeeding sentence had been made with respect to such Replaced Bank) of all
Unpaid Drawings and all then unpaid interest with respect thereto at such time,
PROVIDED that in the event such Replaced Bank did not reimburse the Letter of
Credit Issuer pursuant to Section 2.05(c) in respect of any Unpaid Drawing, such
amount shall instead be paid to the Letter of Credit Issuer, (c) an amount equal
to any unpaid obligation of the Replaced Bank pursuant to Section 1.01(e), which
amount shall be paid to Chase, and (d) an amount equal to all accrued, but
theretofore unpaid, Fees owing to the Replaced Bank pursuant to Section 3.01
hereof and (ii) all obligations of the Borrower owing to the Replaced Bank
(other than those specifically described in clause (i) above in respect of which
the assignment purchase price has been, or is concurrently being, paid) shall be
paid in full to such Replaced Bank concurrently with such replacement. Upon the
execution of the respective assignment documentation pursuant to clause (i)
above and the payment of amounts referred to in clauses (i) above and (ii)
above, (x) the Replacement Bank shall become a Bank or Banks hereunder, as the
case may be, and the Replaced Bank shall cease to constitute a Bank hereunder,
except with respect to indemnification provisions (including, without
limitation, Sections 1.10, 1.11, 2.06, 4.04, 11.07 and 12.01 of this Agreement)
under this Agreement, which shall survive as to such Replaced Bank and (y) the
Adjusted Percentages of the Banks shall be automatically adjusted at such time
to give effect to such replacement (and to give effect to the replacement of a
Defaulting Bank with one or more Non-Defaulting Banks).

                  1.11 COMPENSATION. The Borrower agrees to compensate each Bank
in the appropriate currency, upon its written request (which request shall set
forth the basis for requesting such compensation), for all reasonable losses,
expenses and liabilities (including, without limitation, any loss, expense or
liability incurred by reason of the liquidation or reemployment of deposits or
other funds required by such Bank to fund its Eurodollar Loans but excluding
loss of anticipated profit with respect to any Loans) which such Bank may
sustain: (i) if for any reason (other than a default by such Bank or the
Administrative Agent) a Borrowing of Eurodollar Loans does not occur on a date
specified therefor in a Notice of Borrowing or Notice of Conversion (whether or
not withdrawn by the Borrower or deemed withdrawn pursuant to Section 1.10(a));
(ii) if any repayment, prepayment or conversion of any Eurodollar Loans occurs
on a date which is not the last day of an Interest Period applicable thereto;
(iii) if any prepayment of any Eurodollar Loans is not made on any date
specified in a notice of prepayment given by the Borrower; or (iv) as a
consequence of (x) any other default by the Borrower to repay its Loans when
required by the terms of this Agreement or (y) an election made pursuant to
Section 1.10(b). Calculation of all amounts payable to a Bank under this Section
1.11 shall be made as though that Bank had actually funded its relevant
Eurodollar Loan through the purchase of a


                                      -10-
<PAGE>

Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to
the amount of that Loan, having a maturity comparable to the relevant Interest
Period and through the transfer of such Eurodollar deposit from an offshore
office of that Bank to a domestic office of that Bank in the United States of
America; PROVIDED, HOWEVER, that each Bank may fund each of its Eurodollar Loans
in any manner it sees fit and the foregoing assumption shall be utilized only
for the calculation of amounts payable under this Section 1.11.

                  1.12 CHANGE OF LENDING OFFICE. Each Bank agrees that, upon the
occurrence of any event giving rise to the operation of Section 1.10(a)(ii) or
(iii), Section 1.10(c)(i), 2.06 or 4.04 with respect to such Bank, it will, if
requested by the Borrower, use reasonable efforts (subject to overall policy
considerations of such Bank) to designate another lending office for any Loans
or Letters of Credit affected by such event; PROVIDED that such designation is
made on such terms that in the sole judgment of such Bank, such Bank and its
lending office suffer no economic, legal or regulatory disadvantage, with the
object of avoiding the consequences of the event giving rise to the operation of
any such Section. Nothing in this Section 1.12 shall affect or postpone any of
the obligations of the Borrower or the right of any Bank provided in Sections
1.10, 2.06 or 4.04.

                  1.13 INCREMENTAL LOAN COMMITMENTS. At any time and from time
to time on and after the Effective Date and prior to the Term Loan B Maturity
Date, the Borrower may request that one or more Banks or other lending
institutions (each such lending institution, an "Incremental Loan Lending
Institution"), as the case may be, (i) enter into commitments to make additional
term loans as a Term Loan A or a Term Loan B, subject to all the terms and
conditions set forth in this Credit Agreement and the other Credit Documents
pertaining to Term Loans A or Term Loans B, as the case may be, (ii) enter into
commitments to make additional Revolving Loans, subject to all the terms and
conditions set forth in this Credit Agreement and all other Credit Documents
pertaining to Revolving Loans and Revolving Loan Commitments and/or (iii) enter
into commitments to make new term loans or new revolving loans pursuant to one
or more new Tranches hereunder (any such commitment to make additional Term
Loans A, Term Loans B, Revolving Loans or other loans hereunder, an "Incremental
Loan Commitment"); PROVIDED, that (A) any such new Tranche shall have an average
life to maturity no shorter than the other Tranches (excluding Swingline Loans)
taken as a whole, (B) the final maturity of any such new Tranche shall occur no
earlier than six months after the Term Loan B Maturity Date, (C) no Incremental
Loan Commitment may be added at a time when a Default or Event of Default
exists, (D) the aggregate amount of any single Incremental Loan Commitment shall
not be less than $25,000,000, (E) the aggregate amount of all Incremental Loan
Commitments shall not exceed $300,000,000 and (F) any such new Tranche that
amortizes shall be subject to semi-annual amortization. Each Incremental Loan
Commitment (whether constituting an addition to an existing Tranche or a new
Tranche) shall be incorporated into this Agreement pursuant to a supplement or
amendment hereto or an amendment and restatement hereof executed and delivered
by the Borrower, the Administrative Agent and each Incremental Loan Lending
Institution whose Commitment is increasing pursuant thereto, and such Persons
are hereby authorized to enter into any such supplement, amendment or amendment
and restatement (which shall be binding on all parties), to the extent necessary
(but only to the extent necessary) to effect such Incremental Loan Commitment.


                                      -11-
<PAGE>

                  SECTION 2.  Letters of Credit.

                  2.01 LETTERS OF CREDIT. (a) Subject to and upon the terms and
conditions herein set forth, the Borrower may request the Letter of Credit
Issuer at any time and from time to time on or after the Initial Borrowing Date
and prior to the Business Day next preceding the Revolving Loan Maturity Date to
issue, for the account of the Borrower and in support of (x) trade obligations
of the Borrower and/or its Restricted Subsidiaries and/or (y) on a standby
basis, such other obligations (contingent or otherwise) of the Borrower and/or
its Restricted Subsidiaries to any other Person, in each case, that arise in the
ordinary course of business and are in respect of general corporate purposes
(including, without limitation, in connection with Permitted Acquisitions) of
the Borrower and/or its Restricted Subsidiaries, and subject to and upon the
terms and conditions herein set forth the Letter of Credit Issuer agrees to
issue from time to time, irrevocable letters of credit in such form as may be
approved by the Letter of Credit Issuer and the Administrative Agent (each such
letter of credit, a "Letter of Credit" and collectively, the "Letters of
Credit").

                  (b) Notwithstanding the foregoing, (i) no Letter of Credit
shall be issued the Stated Amount of which, when added to the Letter of Credit
Outstandings at such time, would exceed either (x) $75,000,000 or (y) when added
to the aggregate principal amount of all Revolving Loans made by Non-Defaulting
Banks and Swingline Loans then outstanding, the Adjusted Total Revolving Loan
Commitment at such time; (ii) each Letter of Credit shall have an expiry date
occurring not later than two years after such Letter of Credit's date of
issuance, provided that standby Letters of Credit may provide that, absent
notice to the contrary from the Letter of Credit Issuer to the beneficiary
thereof, the expiry date shall be automatically extended for successive one year
periods and (iii) no Letter of Credit shall have an expiry date occurring later
than the Business Day next preceding the Revolving Loan Maturity Date.

                  (c) Annex VII attached hereto contains a description of all
letters of credit issued or deemed issued and outstanding under the Existing
Credit Agreements on the Initial Borrowing Date. Each such letter of credit,
including any extension thereof (each, an "Existing Letter of Credit") shall
constitute a "Letter of Credit" for all purposes of this Agreement, issued, for
purposes of Section 2.05(a), on the Initial Borrowing Date.

                  2.02 MINIMUM STATED AMOUNT. The initial Stated Amount of each
Letter of Credit shall be not less than $5,000 or such lesser amount acceptable
to the Letter of Credit Issuer, PROVIDED that no more than 40 Letters of Credit
(or such greater number acceptable to the Letter of Credit Issuer) shall be
outstanding at any one time.

                  2.03 LETTER OF CREDIT REQUESTS; NOTICES OF ISSUANCE. (a)
Whenever the Borrower desires that a Letter of Credit be issued, it shall give
the Administrative Agent and the Letter of Credit Issuer written notice (or
telephonic notice confirmed in writing) thereof prior to 12:00 Noon (New York
time) at least five Business Days' (or such shorter period as may be acceptable
to the Letter of Credit Issuer) prior to the proposed date of issuance (which
shall be a Business Day) (each a "Letter of Credit Request"), which Letter of
Credit Request shall include an application for such Letter of Credit and any
other documents that the Letter of Credit Issuer


                                      -12-
<PAGE>

customarily requires in connection therewith. The Administrative Agent shall
promptly notify each Bank of each Letter of Credit Request.

                  (b) The Letter of Credit Issuer shall, on the date of each
issuance of a Letter of Credit by it or amendment thereto, give the
Administrative Agent, each Bank and the Borrower written notice of the issuance
or amendment of such Letter of Credit, accompanied by a copy to the
Administrative Agent of the Letter of Credit or Letters of Credit issued by it
or of the amendment thereto.

                  2.04 AGREEMENT TO REPAY LETTER OF CREDIT DRAWINGS. (a) The
Borrower hereby agrees to reimburse the Letter of Credit Issuer, by making
payment to the Administrative Agent in immediately available funds at the
Payment Office, for any payment or disbursement made by the Letter of Credit
Issuer under any Letter of Credit issued by it (each such amount so paid or
disbursed until reimbursed, an "Unpaid Drawing") no later than one Business Day
following the date of such payment or disbursement, with interest on the amount
so paid or disbursed by the Letter of Credit Issuer, to the extent not
reimbursed prior to 1:00 P.M. (New York time) on the date of such payment or
disbursement, from and including the date paid or disbursed to but not including
the date the Letter of Credit Issuer is reimbursed therefor at a rate per annum
which shall be the Applicable Margin for Base Rate Loans that are Revolving
Loans plus the Base Rate as in effect from time to time (plus an additional 2%
per annum if not reimbursed by the third Business Day after the date of such
payment or disbursement), such interest also to be payable on demand. The Letter
of Credit Issuer shall provide the Borrower prompt notice of any payment or
disbursement made by it under any Letter of Credit issued by it, although the
failure of, or delay in, giving any such notice shall not release or diminish
the obligations of the Borrower under this Section 2.04(a) or under any other
Section of this Agreement.

                  (b) The Borrower's obligation under this Section 2.04 to
reimburse the Letter of Credit Issuer with respect to Unpaid Drawings
(including, in each case, interest thereon) shall be absolute and unconditional
under any and all circumstances, including, without limitation, those set forth
in Section 2.05(e)(i) through (v), inclusive, and irrespective of any setoff,
counterclaim or defense to payment which the Borrower may have or have had
against the Letter of Credit Issuer, the Administrative Agent or any Bank,
including, without limitation, any defense based upon the failure of any drawing
under a Letter of Credit to conform to the terms of the Letter of Credit or any
non-application or misapplication by the beneficiary of the proceeds of such
drawing; PROVIDED, HOWEVER, that the Borrower shall not be obligated to
reimburse the Letter of Credit Issuer for any wrongful payment made by the
Letter of Credit Issuer under a Letter of Credit as a result of acts or
omissions constituting willful misconduct or gross negligence on the part of the
Letter of Credit Issuer.

                  2.05 LETTER OF CREDIT PARTICIPATIONS. (a) Immediately upon the
issuance by the Letter of Credit Issuer of any Letter of Credit, the Letter of
Credit Issuer shall be deemed to have sold and transferred to each other Bank
with a Revolving Loan Commitment, and each such Bank (each a "Participant")
shall be deemed irrevocably and unconditionally to have purchased and received
from such Letter of Credit Issuer, without recourse or warranty, an undivided
interest and participation, to the extent of such Bank's Adjusted Percentage, in
such Letter of Credit, each substitute letter of credit, each drawing made
thereunder and the obligations of the



                                      -13-
<PAGE>

Borrower under this Agreement with respect thereto (although Letter of Credit
Fees shall be payable directly to the Administrative Agent for the account of
the Banks as provided in Section 3.01(b) and the Participants shall have no
right to receive any portion of any Facing Fees) and any security therefor or
guaranty pertaining thereto. Upon any change in the Revolving Loan Commitments
or Adjusted Percentages of the Banks pursuant to Section 1.10(c)(ii) or 12.04(b)
or otherwise, or upon the occurrence of a Bank Default, it is hereby agreed
that, with respect to all outstanding Letters of Credit and Unpaid Drawings,
there shall be an automatic adjustment to the participations pursuant to this
Section 2.05 to reflect the new Adjusted Percentages of the assigning and
assignee Banks or of all Non-Defaulting Banks, as the case may be.

                  (b) In determining whether to pay under any Letter of Credit,
the Letter of Credit Issuer shall not have any obligation relative to the
Participants other than to determine that any documents required to be delivered
under such Letter of Credit have been delivered and that they appear to comply
on their face with the requirements of such Letter of Credit. Any action taken
or omitted to be taken by the Letter of Credit Issuer under or in connection
with any Letter of Credit if taken or omitted in the absence of gross negligence
or willful misconduct, shall not create for the Letter of Credit Issuer any
resulting liability.

                  (c) In the event that the Letter of Credit Issuer makes any
payment under any Letter of Credit and the Borrower shall not have reimbursed
such amount in full to the Letter of Credit Issuer pursuant to Section 2.04(a),
the Letter of Credit Issuer shall promptly notify the Administrative Agent, and
the Administrative Agent shall promptly notify each Participant of such failure,
and each Participant shall promptly and unconditionally pay to the
Administrative Agent for the account of the Letter of Credit Issuer, the amount
of such Participant's Adjusted Percentage of such unreimbursed payment in U.S.
Dollars and in same day funds; PROVIDED, HOWEVER, that no Participant shall be
obligated to pay to the Administrative Agent its Adjusted Percentage of such
unreimbursed amount for any wrongful payment made by the Letter of Credit Issuer
under a Letter of Credit as a result of acts or omissions constituting willful
misconduct or gross negligence on the part of the Letter of Credit Issuer. If
the Administrative Agent so notifies any Participant required to fund a payment
under a Letter of Credit prior to 11:00 A.M. (New York time) on any Business
Day, such Participant shall make available to the Administrative Agent for the
account of the Letter of Credit Issuer such Participant's Adjusted Percentage of
the amount of such payment on such Business Day in same day funds. If and to the
extent such Participant shall not have so made its Adjusted Percentage of the
amount of such payment available to the Administrative Agent for the account of
the Letter of Credit Issuer, such Participant agrees to pay to the
Administrative Agent for the account of the Letter of Credit Issuer, forthwith
on demand such amount, together with interest thereon, for each day from such
date until the date such amount is paid to the Administrative Agent for the
account of the Letter of Credit Issuer at the overnight Federal Funds Effective
Rate. The failure of any Participant to make available to the Administrative
Agent for the account of the Letter of Credit Issuer its Adjusted Percentage of
any payment under any Letter of Credit shall not relieve any other Participant
of its obligation hereunder to make available to the Administrative Agent for
the account of the Letter of Credit Issuer its Adjusted Percentage of any
payment under any Letter of Credit on the date required, as specified above, but
no Participant shall be responsible for the failure of any other Participant to
make available to the Administrative Agent for the account of the Letter of
Credit Issuer such other Participant's Adjusted Percentage of any such payment.

                                      -14-
<PAGE>

                  (d) Whenever the Letter of Credit Issuer receives a payment of
a reimbursement obligation as to which the Administrative Agent has received for
the account of the Letter of Credit Issuer any payments from the Participants
pursuant to clause (c) above, the Letter of Credit Issuer shall pay to the
Administrative Agent and the Administrative Agent shall promptly pay to each
Participant which has paid its Adjusted Percentage thereof, in U.S. Dollars and
in same day funds, an amount equal to such Participant's Adjusted Percentage of
the principal amount thereof and interest thereon accruing after the purchase of
the respective participations.

                  (e) The obligations of the Participants to make payments to
the Administrative Agent for the account of the Letter of Credit Issuer with
respect to Letters of Credit shall be irrevocable and not subject to
counterclaim, set-off or other defense or any other qualification or exception
whatsoever and shall be made in accordance with the terms and conditions of this
Agreement under all circumstances, including, without limitation, any of the
following circumstances:

                  (i) any lack of validity or enforceability of this Agreement
         or any of the other Credit Documents;

                  (ii) the existence of any claim, set-off, defense or other
         right which the Borrower may have at any time against a beneficiary
         named in a Letter of Credit, any transferee of any Letter of Credit (or
         any Person for whom any such transferee may be acting), the
         Administrative Agent, the Letter of Credit Issuer, any Bank, or other
         Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transaction between the Borrower
         and the beneficiary named in any such Letter of Credit);

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

                  (iv) the surrender or impairment of any security for the
         performance or observance of any of the terms of any of the Credit
         Documents; or

                  (v) the occurrence of any Default or Event of Default.

                  2.06 INCREASED COSTS. If at any time after the Effective Date,
the adoption of any applicable law, rule or regulation, or any change therein,
or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by the Letter of Credit
Issuer or any Participant with any request or directive (whether or not having
the force of law) by any such authority, central bank or comparable agency shall
either (i) impose, modify or make applicable any reserve, deposit, capital
adequacy or similar requirement against Letters of Credit issued by the Letter
of Credit Issuer or such Participant's participation therein, or (ii) impose on
the Letter of Credit Issuer or any Participant any other conditions affecting
this Agreement, any Letter of Credit or such Participant's participation
therein; and the result of any of the foregoing


                                      -15-
<PAGE>

is to increase the cost to the Letter of Credit Issuer or such Participant of
issuing, maintaining or participating in any Letter of Credit, or to reduce the
amount of any sum received or receivable by the Letter of Credit Issuer or such
Participant hereunder, then, upon demand to the Borrower by the Letter of Credit
Issuer or such Participant (a copy of which notice shall be sent by the Letter
of Credit Issuer or such Participant to the Administrative Agent), accompanied
by the certificate described in the last sentence of this Section 2.06, the
Borrower shall pay to the Letter of Credit Issuer or such Participant such
additional amount or amounts as will compensate the Letter of Credit Issuer or
such Participant for such increased cost or reduction. A certificate submitted
to the Borrower by the Letter of Credit Issuer or such Participant, as the case
may be (a copy of which certificate shall be sent by the Letter of Credit Issuer
or such Participant to the Administrative Agent), setting forth the basis for
the determination of such additional amount or amounts necessary to compensate
the Letter of Credit Issuer or such Participant as aforesaid shall be final and
conclusive and binding on the Borrower absent manifest error, although the
failure to deliver any such certificate shall not release or diminish the
Borrower's obligations to pay additional amounts pursuant to this Section 2.06.

                  SECTION 3.  Fees; Commitments.

                  3.01 FEES. (a) The Borrower agrees to pay to the
Administrative Agent for distribution to each Non-Defaulting Bank with a
Revolving Loan Commitment a commitment fee (the "Commitment Fee") for the period
from the Effective Date to but not including the date the Total Revolving Loan
Commitment has been terminated, computed at a per annum rate equal to the
Applicable Commitment Fee Percentage on the daily average Aggregate Unutilized
Revolving Loan Commitment of such Non-Defaulting Bank. Accrued Commitment Fees
shall be due and payable quarterly in arrears on the last Business Day of March,
June, September and December of each year and the date upon which the Total
Revolving Loan Commitment is terminated.

                  (b) The Borrower shall pay to the Administrative Agent for the
account of each Non-Defaulting Bank with a Revolving Loan Commitment PRO RATA on
the basis of their respective Adjusted Percentages, a fee in respect of each
Letter of Credit (the "Letter of Credit Fee") computed at a rate equal to the
Applicable Letter of Credit Fee Percentage on the average daily Stated Amount of
such Letter of Credit. Accrued Letter of Credit Fees shall be due and payable
quarterly in arrears on the last Business Day of each March, June, September and
December of each year and on the date upon which the Total Revolving Loan
Commitment shall be terminated.

                  (c) The Borrower shall pay to the Administrative Agent for the
account of the Letter of Credit Issuer a fee in respect of each Letter of Credit
issued by it (the "Facing Fee") computed at the rate of 1/4 of 1% per annum on
the average daily Stated Amount of such Letter of Credit. Accrued Facing Fees
shall be due and payable quarterly in arrears on the last Business Day of each
March, June, September and December of each year and on the date upon which the
Total Revolving Loan Commitment shall be terminated.

                  (d) The Borrower hereby agrees to pay directly to the Letter
of Credit Issuer upon each issuance of, drawing under, and/or amendment of, a
Letter of Credit issued by it such


                                      -16-
<PAGE>

amount as shall at the time of such issuance, drawing or amendment be the
administrative charge which the Letter of Credit Issuer is customarily charging
for issuances of, drawings under or amendments of, letters of credit issued by
it.

                  (e) The Borrower shall pay to the Administrative Agent and the
Syndication Agent, for their own respective accounts, such other fees as have
been agreed to in writing by the Borrower and the Administrative Agent or the
Syndication Agent, respectively.

                  (f) All computations of Fees shall be made in accordance with
Section 12.07(b).

                  3.02 VOLUNTARY REDUCTION OF COMMITMENTS. Upon at least three
Business Days' prior written notice (or telephonic notice promptly confirmed in
writing) to the Administrative Agent at its Notice Office (which notice the
Administrative Agent shall promptly transmit to each of the Banks), the Borrower
shall have the right, without premium or penalty, to terminate or partially
reduce the Total Unutilized Revolving Loan Commitment; PROVIDED that (w) any
such termination or partial reduction shall apply to proportionately and
permanently reduce the Revolving Loan Commitment of each of the Banks with a
Revolving Loan Commitment, (x) any partial reduction pursuant to this Section
3.02 shall be in the amount of at least $2,000,000, (y) the reduction to the
Total Unutilized Revolving Loan Commitment shall in no case be in an amount
which would cause the Revolving Loan Commitment of any Bank to be reduced (as
required by the preceding clause (w)) by an amount which exceeds the remainder
of (i) the Aggregate Unutilized Revolving Loan Commitment of such Bank as in
effect immediately before giving effect to such reduction minus (ii) such Bank's
Adjusted Percentage of the aggregate principal amount of Swingline Loans then
outstanding and (z) each reduction to the Total Revolving Loan Commitment
pursuant to this Section 3.02 shall reduce the then remaining Scheduled
Revolving Loan Commitment Reductions on a PRO RATA basis (based upon the then
remaining principal amount of each such Scheduled Revolving Loan Commitment
Reduction).

                  3.03 MANDATORY REDUCTION OF COMMITMENTS, ETC. (a) Subject to
Sections 3.02 and 3.03(d), the Total Revolving Loan Commitment (and the
Revolving Loan Commitment of each Bank with such a Commitment) shall be
permanently reduced on each date set forth below (provided that if any date set
forth below is not a Business Day then the permanent reduction shall occur on
the first Business Day immediately succeeding such date set forth below) (each a
"Scheduled Revolving Loan Commitment Reduction Date"), in the amount set forth
below opposite such date (each such reduction, as such reduction may have been
reduced pursuant to Sections 3.02 and/or 3.03(d), a "Scheduled Revolving Loan
Commitment Reduction"):



                                      -17-
<PAGE>


               SCHEDULED REVOLVING LOAN COMMITMENT
                            REDUCTION DATE                         AMOUNT
               -----------------------------------                 ------

                     December 31, 2004                            $23,750,000

                     June 30, 2005                                $23,750,000

                     December 31, 2005                            $23,750,000

                     June 30, 2006                                $23,750,000

                     December 31, 2006                            $47,500,000

                     June 30, 2007                                $47,500,000

                     December 31, 2007                            $95,000,000

                     Revolving Loan Maturity Date                $190,000,000


                  (b) In addition to any other mandatory commitment reductions
pursuant to this Section 3.03, the Total Term Loan A Commitment (and the Term
Loan A Commitment of each Bank with such a Commitment) shall terminate on the
Initial Borrowing Date (after giving effect to the making of the Term Loans A on
such date). In addition to any other mandatory commitment reductions pursuant to
this Section 3.03, the Total Term Loan B Commitment (and the Term Loan B
Commitment of each Bank with such a Commitment) shall terminate on the Initial
Borrowing Date (after giving effect to the making of the Term Loans B on such
date).

                  (c) The Total Revolving Loan Commitment (and the Revolving
Loan Commitment of each Bank) shall terminate in its entirety on the earlier of
(i) the date which is the earlier of (x) 30 days after any date on which a
Specified Change of Control Event occurs and (y) the date on which any Senior
Notes or any other Indebtedness of the Borrower or its Restricted Subsidiaries
are required to be repurchased, redeemed or prepaid as a result of any such
Specified Change of Control Event, and (ii) the Revolving Loan Maturity Date.

                  (d) With respect to any Asset Sale, (i) on the earliest of (x)
the date occurring one year after the consummation of such Asset Sale, (y) the
date, if any, following the date of consummation of such Asset Sale upon which
the Administrative Agent, on behalf of the Required Banks, shall have delivered
a written reinvestment termination notice to the Borrower, provided that such
notice may only be given while an Event of Default exists, and (z) the date the
Borrower or any of its Subsidiaries shall be required to make an offer to
purchase Senior Notes or any other Indebtedness of the Borrower or its
Restricted Subsidiaries (other than Indebtedness


                                      -18-
<PAGE>

specifically relating to the assets sold in such Asset Sale) with the proceeds
received in connection with such Asset Sale, and (ii) on any date after the
earliest of the dates referred to in clause (i) above of receipt by the Borrower
or any of its Restricted Subsidiaries of additional Net Cash Proceeds from such
Asset Sale, in each case, the Total Revolving Loan Commitment shall be reduced
and the aggregate principal amount of the Term Loans A and the Term Loans B
shall be repaid in an aggregate amount equal to 100% of the then Remaining Net
Cash Proceeds from such Asset Sale (with the Term Loan A Facility Percentage of
such Remaining Net Cash Proceeds to be applied as a repayment of the aggregate
principal amount of Term Loans A and Term Loan B Facility Percentage to be
applied as a repayment of the aggregate principal amount of Term Loans B, and
with all such Remaining Net Cash Proceeds to be applied as a reduction of the
Total Revolving Loan Commitment after all of the Term Loans A and Term Loans B
have been paid in full). Each reduction to the Total Revolving Loan Commitment
pursuant to this Section 3.03(d) shall reduce each of the remaining Scheduled
Revolving Loan Commitment Reductions on a PRO RATA basis (based upon the then
remaining amount of each such Scheduled Revolving Loan Commitment Reduction).

                  (e) Each reduction to the Total Term Loan A Commitment, the
Total Term Loan B Commitment and the Total Revolving Loan Commitment pursuant to
this Section 3.03 shall be applied proportionately to reduce the Term Loan A
Commitment, the Term Loan B Commitment or the Revolving Loan Commitment, as the
case may be, of each Bank with such a Commitment.

                  SECTION 4.  PAYMENTS.
                              --------

                  4.01 VOLUNTARY PREPAYMENTS. The Borrower shall have the right
to prepay the Loans incurred by it, in whole or in part, without premium or
penalty except as otherwise provided in this Agreement, from time to time on the
following terms and conditions: (i) the Borrower shall give the Administrative
Agent at the Notice Office written notice (or telephonic notice promptly
confirmed in writing) of its intent to prepay the Loans, whether such Loans are
Term Loans A, Term Loans B, Revolving Loans or Swingline Loans, the amount of
such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s)
pursuant to which made, which notice shall be given by the Borrower prior to
12:00 Noon (New York time) (x) at least two Business Days prior to the date of
such prepayment in the case of Term Loans A, Term Loans B, Revolving Loans or
(y) on the date of such prepayment in the case of Swingline Loans, which notice
shall promptly be transmitted by the Administrative Agent to each of the Banks;
(ii) (x) each partial prepayment of any Borrowing (other than a Borrowing of
Swingline Loans) shall be in an aggregate principal amount of at least
$1,000,000 and, if greater, in an integral multiple of $500,000, (y) each
partial prepayment of any Borrowing of Swingline Loans shall be in an aggregate
principal amount of at least $250,000 and, if greater, in an integral multiple
of $50,000, PROVIDED that no partial prepayment of Eurodollar Loans made
pursuant to a Borrowing shall reduce the aggregate principal amount of the Loans
outstanding pursuant to such Borrowing to an amount less than the Minimum
Borrowing Amount applicable thereto; (iii) each prepayment of Term Loans A or
Term Loans B pursuant to this Section 4.01 shall reduce the then remaining
Scheduled TLA Repayments or Scheduled TLB Repayments, as the case may be, on a
PRO RATA basis (based upon the then remaining principal amount of each such
Scheduled TLA Repayment or Scheduled TLB Repayment, as the case may be); and
(iv) each prepayment in respect of any


                                      -19-
<PAGE>

Loans made pursuant to a Borrowing shall be applied PRO RATA among such Loans;
PROVIDED that at the Borrower's election in connection with any prepayment of
Revolving Loans pursuant to this Section 4.01, such prepayment shall not be
applied to any Revolving Loans of a Defaulting Bank.

                  4.02 MANDATORY REPAYMENTS. (a) (i) If on any date the sum of
(x) the aggregate outstanding principal amount of Revolving Loans made by
Non-Defaulting Banks and Swingline Loans (in each case after giving effect to
all other repayments thereof on such date), plus (y) the Letter of Credit
Outstandings on such date exceeds the Adjusted Total Revolving Loan Commitment
as then in effect, the Borrower shall repay on such date the principal of
Swingline Loans, and if no Swingline Loans are or remain outstanding, Revolving
Loans of Non-Defaulting Banks in an aggregate amount equal to such excess. If,
after giving effect to the repayment of all outstanding Swingline Loans and
Revolving Loans, the aggregate amount of Letter of Credit Outstandings exceeds
the Adjusted Total Revolving Loan Commitment then in effect, the Borrower agrees
to pay to the Administrative Agent an amount in cash and/or Cash Equivalents
equal to such excess (up to the aggregate amount of Letter of Credit
Outstandings) and the Administrative Agent shall hold such payment as security
for the obligations of the Borrower hereunder pursuant to a cash collateral
agreement to be entered into in form and substance satisfactory to the
Administrative Agent (which shall permit certain investments in Cash Equivalents
satisfactory to the Administrative Agent, until the proceeds are applied to the
secured obligations).

                  (ii) If on any date the aggregate outstanding principal amount
of Revolving Loans made by any Defaulting Bank exceeds the Revolving Loan
Commitment of such Defaulting Bank, the Borrower shall repay the Revolving Loans
of such Defaulting Bank in an amount equal to such excess.

                  (b) In addition to any other mandatory repayments pursuant to
this Section 4.02, the Borrower shall repay, on each date set forth below
(PROVIDED that if any date set forth below is not a Business Day then the
repayment shall occur on the first Business Day immediately succeeding such date
set forth below) (each a "Scheduled TLA Repayment Date"), the Term Loans A in an
amount equal to the amount set forth below opposite such date (each such
repayment, as the same may be reduced as provided in Sections 4.01, and 4.02(e),
a "Scheduled TLA Repayment"):

             SCHEDULED TLA REPAYMENT DATE                        AMOUNT
             ----------------------------                        ------
        December 31, 2004                                       $12,500,000
        June 30, 2005                                           $12,500,000
        December 31, 2005                                       $12,500,000
        June 30, 2006                                           $12,500,000
        December 31, 2006                                       $12,500,000
        June 30, 2007                                           $12,500,000
        December 31, 2007                                       $12,500,000
        Term Loan A                                             $12,500,000
           Maturity Date


                                      -20-
<PAGE>

                  (c) In addition to any other mandatory repayments pursuant to
this Section 4.02, the Borrower shall repay, on each date set forth below
(PROVIDED that if any date set forth below is not a Business Day then the
repayment shall occur on the first Business Day immediately succeeding such date
set forth below) (each a "Scheduled TLB Repayment Date"), the Term Loans B in an
amount equal to the amount set forth below opposite such date (each such
repayment, as the same may be reduced as provided in Sections 4.01, and 4.02(e),
a "Scheduled TLB Repayment"):

             SCHEDULED TLB REPAYMENT DATE                        AMOUNT
             ----------------------------                        ------
        December 31, 2001                                       $2,125,000
        June 30, 2002                                           $2,125,000
        December 31, 2002                                       $2,125,000
        June 30, 2003                                           $2,125,000
        December 31, 2003                                       $2,125,000
        June 30, 2004                                           $2,125,000
        December 31, 2004                                       $2,125,000
        June 30, 2005                                           $2,125,000
        December 31, 2005                                       $2,125,000
        June 30, 2006                                           $2,125,000
        December 31, 2006                                       $2,125,000
        June 30, 2007                                           $2,125,000
        December 31, 2007                                       $2,125,000
        June 30, 2008                                           $2,125,000
        December 31, 2008                                       $2,125,000
        Term Loan B                                           $393,125,000
           Maturity Date

                  (d) In the event that a Specified Change of Control Event
occurs, the Borrower shall repay all outstanding Term Loans A and Term Loans B
in their entirety on the date which is the earlier of (i) 30 days after any date
on which such Specified Change of Control Event occurs and (ii) the date on
which any Senior Notes or any other Indebtedness of the Borrower or its
Restricted Subsidiaries are required to be repurchased, redeemed or prepaid as a
result of any such Specified Change of Control Event.

                  (e) The aggregate principal amount of Term Loans A and Term
Loans B shall be repaid at the times, and in the amounts, provided in Section
3.03(d). The amount of each principal repayment of Term Loans A or Term Loans B
pursuant to this Section 4.02(e) shall be


                                      -21-
<PAGE>

applied to reduce each of the remaining Scheduled TLA Repayments or Scheduled
TLB Repayments, as the case may be, on a PRO RATA basis (based upon the then
remaining amount of each such Scheduled TLA Repayment or Scheduled TLB
Repayment, as the case may be).

                  (f) Notwithstanding anything to the contrary contained in this
Agreement, all then outstanding Loans under this Agreement shall be repaid in
full on the respective Maturity Date for such Loans.

                  (g) With respect to each repayment of Loans required by this
Section 4.02, the Borrower may designate the Types of Loans which are to be
repaid and the specific Borrowing(s) pursuant to which made; PROVIDED that (i)
Eurodollar Loans may be designated for repayment pursuant to this Section 4.02
only on the last day of an Interest Period applicable thereto unless all
Eurodollar Loans under the respective Tranche with Interest Periods ending on
such date of required repayment and all Base Rate Loans under the respective
Tranche have been paid in full; (ii) each repayment of any Loans made pursuant
to a Borrowing shall be applied PRO RATA among such Loans; (iii) notwithstanding
the provisions of the preceding clause (ii), no repayment of Revolving Loans
pursuant to Section 4.02(a)(i) shall be applied to the Revolving Loans of a
Defaulting Bank; and (iv) repayments of Revolving Loans of Defaulting Banks
pursuant to Section 4.02(a)(ii) shall be applied PRO RATA among such Revolving
Loans. In the absence of a designation by the Borrower as described in the
preceding sentence, the Administrative Agent shall, subject to the above, make
such designation in its sole discretion with a view, but no obligation, to
minimize breakage costs owing under Section 1.11. Notwithstanding the foregoing
provisions of this Section 4.02, if at any time the mandatory repayment of Loans
pursuant to Section 4.02(a) arising solely as a result of a reduction to the
Total Revolving Loan Commitment pursuant to Section 3.03(d) would result, after
giving effect to the procedures set forth above in this clause (g), in the
Borrower incurring breakage costs under Section 1.11 as a result of Eurodollar
Loans being repaid other than on the last day of an Interest Period applicable
thereto (the "Affected Eurodollar Loans"), then the Borrower may in its sole
discretion initially deposit a portion (up to 100%) of the amounts that
otherwise would have been paid in respect of the Affected Eurodollar Loans with
the Administrative Agent to be held as security for the obligations of the
Borrower hereunder pursuant to a cash collateral agreement to be entered into in
form and substance satisfactory to the Administrative Agent, with such cash
collateral to be released from such cash collateral account upon the first
occurrence (or occurrences) thereafter of the last day of an Interest Period
applicable to the relevant Loans that are Eurodollar Loans (or such earlier date
or dates as shall be requested by the Borrower), to repay an aggregate principal
amount of such Loans equal to the Affected Eurodollar Loans not initially repaid
pursuant to this sentence.

                  4.03 METHOD AND PLACE OF PAYMENT. Except as otherwise
specifically provided herein, all payments under this Agreement shall be made to
the Administrative Agent for the ratable account of the Banks entitled thereto
(based on each Bank's Pro Rata Share, if any), no later than 1:00 P.M. (New York
time) on the date when due and shall be made in immediately available funds and
in lawful money of the United States of America at the Payment Office. Any
payments under this Agreement which are made later than 1:00 P.M. (New York
time) shall be deemed to have been made on the next succeeding Business Day;
PROVIDED, HOWEVER, that to the extent that the Administrative Agent shall have
received any payment under this Agreement after



                                      -22-
<PAGE>

1:00 P.M. (New York time) on a Business Day, the Administrative Agent shall use
its best efforts to distribute such payment as promptly as practicable on such
date to the Banks (other than any Bank that has consented in writing to waive
its PRO RATA share of such payment) PRO RATA based upon their respective shares,
if any, of the Obligations with respect to which such payment was received, and
to the extent that any such Bank receives its portion of such payment from the
Administrative Agent on such same date by a time satisfactory to such Bank, such
payment to such Bank shall be deemed to have been made on such date. Whenever
any payment to be made hereunder shall be stated to be due on a day which is not
a Business Day, the due date thereof shall be extended to the next succeeding
Business Day and, with respect to payments of principal, interest shall be
payable during such extension at the applicable rate in effect immediately prior
to such extension.

                  4.04 NET PAYMENTS. (a) All payments made by the Borrower
hereunder will be made without setoff, counterclaim or other defense. Except as
provided in Section 4.04(b), the Borrower agrees to pay, prior to the date on
which penalties attach thereto, all present and future income, stamp and other
taxes, levies, imposts, fines, fees, assessments or costs and charges whatsoever
now and hereafter imposed, assessed, levied, withheld or collected on or in
respect of any payments of principal, interest or other amounts (all such taxes,
levies, costs, imposts, fines, fees, assessments and charges being herein
collectively called "Taxes"); provided that Taxes shall not include, except as
provided in the succeeding sentence, taxes imposed on or measured by the overall
net income or receipts of the Administrative Agent or any Bank pursuant to the
laws of the jurisdiction in which the Administrative Agent or such Bank is
organized or the jurisdiction in which the principal office or applicable
lending office of such Bank is located or any subdivision thereof or therein.
The Borrower agrees to also pay such additional amounts equal to increases in
taxes payable by, or withheld from, that Bank described in the foregoing proviso
which increases arise from the receipt by that Bank of payments so paid to or on
behalf of such Bank by the Borrower pursuant to the immediately preceding
sentence of this Section 4.04 and from the receipt of any amounts paid to or on
behalf of such Bank pursuant to this sentence. Promptly after the date on which
payment of any such Tax is due pursuant to applicable law, the Borrower will
furnish to that Bank evidence, in form and substance satisfactory to that Bank,
that the Borrower has met its obligation under this Section 4.04. The Borrower
agrees to indemnify each Bank against, and reimburse each Bank on demand for,
any Taxes so levied or imposed and paid by such Bank, as determined by that
Bank.

                  (b) Each Bank that is not a United States person (as such term
is defined in Section 7701(a)(30) of the Code) for U.S. Federal income tax
purposes agrees to deliver to the Borrower and the Administrative Agent on or
prior to the Effective Date, or in the case of a Bank that is an assignee or
transferee of an interest under this Agreement pursuant to Section 12.04 (unless
the respective Bank was already a Bank hereunder immediately prior to such
assignment or transfer), on the date of such assignment or transfer to such Bank
the Prescribed Forms certifying to the Bank's entitlement as of such date to a
complete exemption from United States withholding tax with respect to payments
to be made under this Agreement. In addition, each Bank agrees that from time to
time after the Effective Date, when a lapse in time or change in circumstances
renders the Prescribed Forms obsolete or inaccurate in any material respect, it
will deliver to the Borrower and the Agent new Prescribed Forms and such other
forms as may be required in order to confirm or establish the entitlement of
such Bank to a continued exemption

                                      -23-
<PAGE>

from or reduction in United States withholding tax with respect to payments
under this Agreement, or it shall immediately notify the Borrower and the Agent
of its inability to deliver any such Form or Certificate, in which case such
Bank shall not be required to deliver any such Prescribed Form pursuant to this
Section 4.04(b). Notwithstanding the foregoing, but subject to Section 12.04(b)
and the immediately succeeding sentence, (x) the Borrower shall be entitled, to
the extent it is required to do so by law, to deduct or withhold and pay to the
appropriate taxing authority within the time prescribed by applicable law income
or other similar taxes imposed by the United States of America from interest,
fees or other amounts payable hereunder for the account of the Administrative
Agent or any Bank other than the Administrative Agent or any Bank (i) who is a
U.S. Person (as such term is defined in Section 7701(a)(30) of the Code for U.S.
Federal income tax purposes or (ii) who has the Prescribed Forms on file with
the Borrower for the applicable year to the extent deduction or withholding of
such taxes is not required as a result of the filing of such Prescribed Forms,
and (y) the Borrower shall not be obligated pursuant to Section 4.04(a) hereof
to gross-up payments to be made to the Administrative Agent or a Bank in respect
of income or similar taxes imposed by the United States if (I) the
Administrative Agent or such Bank has not provided to the Borrower the
Prescribed Forms required to be provided to the Borrower pursuant to this
Section 4.04(b) or (II) in the case of a payment, other than interest, to a Bank
is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, to the
extent that the Prescribed Forms do not establish a complete exemption from
withholding of such taxes. Notwithstanding anything to the contrary contained in
the preceding sentence or elsewhere in this Section 4.04 and except as set forth
in Section 12.04(b), the Borrower agrees to pay any additional amounts and to
indemnify the Administrative Agent and each Bank in the manner set forth in
Section 4.04(a) (without regard to the identity of the jurisdiction requiring
the deduction or withholding) in respect of any Taxes deducted or withheld by it
as described in the immediately preceding sentence as a result of any changes
that are effective after the Effective Date in any applicable law, treaty,
governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of such Taxes.



                  SECTION 5.  CONDITIONS PRECEDENT.
                              --------------------

                  5.01 CONDITIONS PRECEDENT TO THE INITIAL BORROWING DATE. The
obligation of each Bank to make each Loan to the Borrower hereunder on the
Initial Borrowing Date, and the obligation of the Letter of Credit Issuer to
issue each Letter of Credit hereunder on the Initial Borrowing Date, are
subject, on the Initial Borrowing Date, to the satisfaction of the following
conditions:

                  (a)  EFFECTIVE DATE.  The Effective Date shall have occurred.
                       --------------

                  (b) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. (i) There
shall exist no Default or Event of Default and (ii) all representations and
warranties contained herein or in the other Credit Documents in effect at such
time shall be true and correct in all material respects with the same effect as
though such representations and warranties had been made on and as of such date,
unless stated to relate to a specific earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date.

                                      -24-
<PAGE>

                  (c) OPINIONS OF COUNSEL. The Administrative Agent shall have
received opinions, addressed to each of the Banks and the Collateral Agent,
dated as of the Initial Borrowing Date, (i) from Simpson, Thacher & Bartlett,
special counsel to the Credit Parties, which opinion shall cover the matters
contained in Exhibit C-1 and such other matters incident to the transactions
contemplated herein as the Administrative Agent may reasonably request, (ii)
from Beverly C. Chell, Esq., counsel to the Credit Parties, which opinion shall
cover the matters contained in Exhibit C-2 and such other matters incident to
the transactions contemplated herein as the Administrative Agent may reasonably
request, and (iii) from White & Case LLP, special counsel to the Administrative
Agent, which opinion shall cover the matters contained in Exhibit C-3.

                  (d) CORPORATE PROCEEDINGS. (i) The Administrative Agent shall
have received from the Borrower and each Subsidiary Guarantor, a certificate,
dated the Initial Borrowing Date, signed by the chairman, a vice chairman, the
president, the chief financial officer or the treasurer of such Person, and
attested to by the secretary or any assistant secretary of such Person, in the
form of Exhibit D with appropriate insertions and, to the extent required,
together with copies of the Certificate of Incorporation, By-Laws and the
resolutions of such Person referred to in such certificate, and the foregoing
shall be satisfactory to the Administrative Agent.

                  (ii) All corporate and legal proceedings and all instruments
and agreements in connection with the transactions contemplated by this
Agreement and the other Credit Documents shall be reasonably satisfactory in
form and substance to the Administrative Agent, and the Administrative Agent
shall have received all information and copies of all certificates, documents
and papers, including good standing certificates and any other records of
corporate proceedings and governmental approvals, if any, which the
Administrative Agent reasonably may have requested in connection therewith, such
documents and papers, where appropriate, to be certified by proper corporate or
governmental authorities.

                  (e) GUARANTIES. Each Subsidiary Guarantor shall have duly
authorized, executed and delivered a guaranty in the form of Exhibit E hereto
(as amended, modified or supplemented from time to time in accordance with the
terms hereof and thereof, the "Subsidiary Guaranty"), and the Subsidiary
Guaranty shall be in full force and effect.

                  (f) NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. The
Administrative Agent shall have received a Notice of Borrowing satisfying the
requirements of Section 1.03 with respect to all Borrowings of Loans on the
Initial Borrowing Date; and the Administrative Agent and the Letter of Credit
Issuer shall have received a Letter of Credit Request satisfying the
requirements of Section 2.03 with respect to the issuance of any Letter of
Credit (other than Existing Letters of Credit) on the Initial Borrowing Date.

                  (g) PAYMENT OF FEES, ETC. All costs, fees and expenses, and
all other compensation contemplated by this Agreement, due to the Administrative
Agent, the Letter of Credit Issuer or the Banks shall have been paid to the
extent due.

                  (h) CONTRIBUTION AGREEMENT. The Subsidiary Guarantors shall
have entered into a contribution agreement in the form of Exhibit F hereto (as
amended, modified or



                                      -25-
<PAGE>

supplemented from time to time in accordance with the terms hereof and thereof,
the "Contribution Agreement"), and the Contribution Agreement shall be in full
force and effect.

                  (i) EXISTING INDEBTEDNESS AGREEMENTS. There shall have been
delivered to (or made available for review by) the Banks copies, certified (in
the case of those delivered) as true and correct by an appropriate officer of
the Borrower making such delivery, of all agreements evidencing or relating to
the Existing Debt or the Existing Contingent Obligations with respect to
Indebtedness for borrowed money (collectively, the "Existing Indebtedness
Agreements").

                  (j) EXISTING CREDIT AGREEMENTS. The commitments under the
Existing Credit Agreements shall have been terminated, and all loans thereunder
shall have been paid in full and all guaranties with respect thereto shall have
been terminated (except as to indemnification provisions, which may survive) and
be of no further force or effect.

                  (k) INTERMEDIATE HOLDING REORGANIZATION. True and correct
copies of the Intermediate HoldCo Reorganization Documents shall have been
delivered to the Administrative Agent, and the Intermediate HoldCo
Reorganization shall have been completed in all material respects in accordance
with the terms and conditions of the Intermediate HoldCo Reorganization
Documents and all applicable laws.

                  (l) PLEDGE AGREEMENT. The Borrower shall have duly authorized,
executed and delivered the Pledge Agreement in the form of Exhibit B (as
amended, modified or supplemented from time to time, the "Pledge Agreement") and
shall have delivered to the Collateral Agent, as Pledgee thereunder, all of the
Collateral referred to therein along with executed and undated stock powers in
the case of capital stock and evidence that any Financing Statements (Form UCC-1
or the equivalent) necessary or, in the reasonable opinion of the Collateral
Agent, desirable, to perfect the security interests purported to be created by
the Pledge Agreement have been executed and delivered to the Collateral Agent
and the Pledge Agreement shall be in full force and effect.

                  The occurrence of the Initial Borrowing Date and the
acceptance of the benefits of each Credit Event on the Initial Borrowing Date
shall constitute a representation and warranty by the Borrower to each of the
Banks that all of the conditions specified above exist as of the Initial
Borrowing Date. All of the certificates, legal opinions and other documents and
papers referred to in this Section 5.01, unless otherwise specified, shall be
delivered to the Administrative Agent at its Notice Office for the account of
each of the Banks and in sufficient counterparts for each of the Banks and shall
be reasonably satisfactory in form and substance to the Administrative Agent.

                  5.02 CONDITIONS PRECEDENT TO EACH CREDIT EVENT. The obligation
of each Bank to make each Loan to the Borrower hereunder, and the obligation of
the Letter of Credit Issuer to issue each Letter of Credit hereunder, are
subject, at the time of each such Credit Event, to the satisfaction of the
following conditions:

                  (a) NO DEFAULT; REPRESENTATIONS AND WARRANTIES. At the time of
each Credit Event and also after giving effect thereto (i) there shall exist no
Default or Event of Default and



                                      -26-
<PAGE>

(ii) all representations and warranties contained herein or in the other Credit
Documents in effect at such time shall be true and correct in all material
respects with the same effect as though such representations and warranties had
been made on and as of the date of such Credit Event, unless stated to relate to
a specific earlier date, in which case such representations and warranties shall
be true and correct in all material respects as of such earlier date.

                  (b) NOTICE OF BORROWING; LETTER OF CREDIT REQUEST. The
Administrative Agent shall have received a Notice of Borrowing satisfying the
requirements of Section 1.03 with respect to any Borrowing of Loans; and the
Administrative Agent and the Letter of Credit Issuer shall have received a
Letter of Credit Request satisfying the requirements of Section 2.03 with
respect to the issuance of any Letter of Credit.

                  The acceptance of the benefits of each Credit Event shall
constitute a representation and warranty by the Borrower to each of the Banks
that all of the conditions specified above exist as of the date of such Credit
Event. All of the documents and papers referred to in this Section 5.02, unless
otherwise specified, shall be delivered to the Administrative Agent at its
Notice Office for the account of each of the Banks and in sufficient
counterparts for each of the Banks and shall be reasonably satisfactory in form
and substance to the Administrative Agent.

                  SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. In
order to induce the Banks to enter into this Agreement and to make the Loans and
issue and/or participate in the Letters of Credit provided for herein, the
Borrower makes the following representations and warranties to, and agreements
with, the Banks, all of which shall survive the execution and delivery of this
Agreement, the making of the Loans and the issuance of the Letters of Credit
(with the occurrence of each Credit Event on and after the Initial Borrowing
Date being deemed to constitute a representation and warranty that the matters
specified in this Section 6 are true and correct in all material respects on and
as of the Initial Borrowing Date and as of the date of each such Credit Event,
unless stated to relate to a specific earlier date):

                  6.01 CORPORATE STATUS. The Borrower and each of its Restricted
Subsidiaries (i) is a duly organized and validly existing corporation under the
laws of the jurisdiction of its organization and has the corporate power and
authority to own its property and assets and to transact the business in which
it is engaged and presently proposes to engage, (ii) is in good standing under
the laws of the jurisdiction of its organization and (iii) is duly qualified and
is authorized to do business and is in good standing in all jurisdictions where
it is required to be so qualified, except, in the cases of clauses (ii) and
(iii) above, for such failures to be in good standing and failures to be so
qualified which, in the aggregate, would not have a material adverse effect on
the condition (financial or otherwise), operations, assets, liabilities or
prospects of the Borrower and its Restricted Subsidiaries taken as a whole.

                  6.02 CORPORATE POWER AND AUTHORITY. The Borrower and each of
its Restricted Subsidiaries has the corporate power and authority to execute,
deliver and carry out the terms and provisions of the Credit Documents to which
it is a party and has taken all necessary corporate action to authorize the
execution, delivery and performance of the Credit Documents to which it is a
party. The Borrower and each of its Restricted Subsidiaries has duly executed
and delivered

                                      -27-
<PAGE>

each Credit Document to which it is a party and each such Credit Document
constitutes the legal, valid and binding obligation of such Person enforceable
in accordance with its terms, except to the extent that the enforceability
thereof may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws generally affecting creditors' rights and by
equitable principles (regardless of whether enforcement is sought in equity or
at law).

                  6.03 NO VIOLATION. Neither the execution, delivery or
performance by the Borrower or any of its Restricted Subsidiaries of the Credit
Documents to which it is a party nor compliance by them with the terms and
provisions thereof, nor the consummation of the transactions contemplated
therein (i) will contravene in any material respect any applicable provision of
any law, statute, rule or regulation, or any order, writ, injunction or decree
of any court or governmental instrumentality, (ii) will conflict or be
inconsistent with or result in any breach of, any of the terms, covenants,
conditions or provisions of, or constitute a default under, or result in the
creation or imposition of (or the obligation to create or impose) any Lien
(except Liens created pursuant to the Pledge Agreement) upon any of the property
or assets of the Borrower or any of its Subsidiaries pursuant to the terms of
any indenture, mortgage, deed of trust, credit agreement, loan agreement or
other material agreement or instrument to which the Borrower or any of its
Subsidiaries is a party or by which any of them or any of their respective
property or assets is bound or to which it may be subject or (iii) will violate
any provision of the Certificate of Incorporation or By-Laws of the Borrower or
any of its Subsidiaries.

                  6.04 LITIGATION. There are no actions, suits or proceedings
pending, or, to the best knowledge of the Borrower, threatened, with respect to
the Borrower or any of its Subsidiaries (i) that are likely to have a material
adverse effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Borrower and its Restricted Subsidiaries taken
as a whole or (ii) that could reasonably be expected to have a material adverse
effect on the rights or remedies of the Banks, the Letter of Credit Issuer or
the Administrative Agent or on the ability of the Borrower or of the Subsidiary
Guarantors, taken as a whole, in either case, to perform its or their respective
obligations hereunder and under the other Credit Documents to which it is or
they are, or will be, a party.

                  6.05 USE OF PROCEEDS; MARGIN REGULATIONS. (a) The proceeds of
all Terms Loans shall be utilized (i) to refinance the loans outstanding on the
Initial Borrowing Date under the Existing Credit Agreements, and (ii) to pay
certain fees and expenses arising in connection with such refinancing.

                  (b) The proceeds of all Revolving Loans, and Swingline Loans
shall be used for the purposes referred to in Section 6.05(a) above and for
general corporate and working capital purposes of the Borrower and its
Subsidiaries (including, without limitation, to finance Permitted Acquisitions
and refinance Senior Notes).

                  (c) Neither the making of any Loan hereunder, nor the use of
the proceeds thereof, will violate the provisions of Regulation T, U or X of the
Board of Governors of the Federal Reserve System and no part of the proceeds of
any Loan will be used to purchase or carry any Margin Stock or to extend credit
for the purpose of purchasing or carrying any Margin Stock, PROVIDED that the
Borrower may use the proceeds of Loans to purchase Margin Stock in



                                      -28-
<PAGE>

compliance with Regulations T, U and X, so long as at the time of the making of
such Loan, and after giving effect thereto, not more than 25% of the value of
the assets subject to the provisions of Section 8 of the Borrower, or of the
Borrower and its Restricted Subsidiaries on a consolidated basis, shall
constitute Margin Stock.

                  6.06 GOVERNMENTAL APPROVALS. No order, consent, approval,
license, authorization, or validation of, or filing, recording or registration
with, or exemption by, any foreign or domestic governmental or public body or
authority, or any subdivision thereof, is required to authorize or is required
in connection with (i) the execution, delivery and performance of any Credit
Document or (ii) the legality, validity, binding effect or enforceability of any
Credit Document, except those which have been obtained or made or those the
absence of which, individually or in the aggregate, could not reasonably be
expected to have a material adverse effect on either (x) the condition
(financial or otherwise), operations, assets, liabilities or prospects of the
Borrower and its Restricted Subsidiaries taken as a whole or (y) the rights or
remedies of the Banks, the Letter of Credit Issuer or the Administrative Agent
or on the ability of the Borrower or of the Subsidiary Guarantors, taken as a
whole, in either case, to perform its or their respective obligations hereunder
and under the other Credit Documents to which it is or they are, or will be, a
party.

                  6.07 INVESTMENT COMPANY ACT. Neither the Borrower nor any of
its Restricted Subsidiaries is an "investment company" or a company "controlled"
by an "investment company," within the meaning of the Investment Company Act of
1940, as amended.

                  6.08 PUBLIC UTILITY HOLDING COMPANY ACT. Neither the Borrower
nor any of its Restricted Subsidiaries is a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, as amended.

                  6.09 TRUE AND COMPLETE DISCLOSURE. (a) All factual information
(taken as a whole) heretofore or contemporaneously furnished by the Borrower or
any of its Subsidiaries in writing to the Administrative Agent and/or any Bank
on or before the Effective Date (including, without limitation, (i) the
Information Memorandum and (ii) all information contained in the Credit
Documents) for purposes of or in connection with this Agreement or any
transaction contemplated herein is true and complete in all material respects on
the date as of which such information is dated or certified and not incomplete
by omitting to state any material fact necessary to make such information (taken
as a whole) not misleading at such time in light of the circumstances under
which such information was provided, it being understood and agreed that for
purposes of this Section 6.09(a), such factual information shall not include
projections and pro forma financial information.

                  (b) The projections and pro forma financial information
contained in the factual information referred to in paragraph (a) above were
based on good faith estimates and assumptions believed by such Persons to be
reasonable at the time made, it being recognized by the Banks that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ
from the projected results.

                                      -29-
<PAGE>

                  6.10 FINANCIAL STATEMENTS; FINANCIAL CONDITION. (a) The
consolidated balance sheets of the Borrower and its Subsidiaries as at December
31, 2000 and March 31, 2001 and the related consolidated statements of income
and cash flows of the Borrower and its Subsidiaries for the fiscal year or three
month period, as the case may be, ended as of said dates, which, in the case of
the December 31, 2000 statements, have been examined by Deloitte & Touche,
independent certified public accountants, who delivered an unqualified opinion
in respect thereof, present fairly the financial position of the Borrower and
its Subsidiaries at the dates of said statements and the results for the period
covered thereby. All such financial statements have been prepared in accordance
with GAAP consistently applied except to the extent provided in the notes to
said financial statements (subject, in the case of the March 31, 2001
statements, to normal year and audit adjustments).

                  (b) Since December 31, 2000 and after giving effect to the
incurrence of Indebtedness hereunder and the other transactions contemplated
hereby, there has been no material adverse change in the condition (financial or
otherwise), operations, assets, liabilities or prospects of the Borrower and its
Restricted Subsidiaries taken as a whole (other than any change in general
economic conditions or any change in conditions affecting the Business
generally).

                  6.11 TAX RETURNS AND PAYMENTS. The Borrower and each of its
Restricted Subsidiaries has filed all Federal income tax returns and all other
material tax returns, domestic and foreign, required to be filed by it and has
paid all Federal taxes and assessments shown to be due on such returns and all
other material taxes and assessments, domestic and foreign, in each case payable
by it which have become due, other than those not yet delinquent and except for
those contested in good faith and adequately disclosed and fully provided for on
the financial statements of the Borrower and its Restricted Subsidiaries in
accordance with GAAP. The Borrower and each of its Restricted Subsidiaries have
at all times paid, or have provided adequate reserves (in the good faith
judgment of the management of the Borrower) for the payment of, all federal,
state and foreign income taxes applicable for all prior fiscal years and for the
current fiscal year to date, except to the extent that the failure to make such
payments or provide such reserves would not have a material adverse effect on
the condition (financial or otherwise), operations, assets, liabilities or
prospects of the Borrower and its Restricted Subsidiaries taken as a whole.
There is no action, suit, proceeding, investigation, audit, or claim now pending
or, to the knowledge of the Borrower or any of its Restricted Subsidiaries,
threatened by any authority regarding any taxes relating to the Borrower or any
of its Restricted Subsidiaries, except to the extent that any such action,
proceeding, investigation, audit or claim would not have a material adverse
effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Borrower and its Restricted Subsidiaries taken
as a whole. Neither the Borrower nor any of its Restricted Subsidiaries has
entered into an agreement or waiver or been requested to enter into an agreement
or waiver extending any statute of limitations relating to the payment or
collection of taxes of the Borrower or any of its Restricted Subsidiaries, or is
aware of any circumstances that would cause the taxable years or other taxable
periods of the Borrower or any of its Restricted Subsidiaries not to be subject
to the normally applicable statute of limitations, except to the extent that any
such agreement, wavier, request or circumstance would not have a material
adverse effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Borrower and its Restricted Subsidiaries taken
as a whole.

                                      -30-
<PAGE>

                  6.12 COMPLIANCE WITH ERISA. As of the Initial Borrowing Date,
there are no Plans and neither the Borrower nor any of its Restricted
Subsidiaries nor any ERISA Affiliate has incurred any unpaid material liability
or reasonably expects to incur any material liability with respect to any
"employee pension benefit plan" (as defined in Section 3(2) of ERISA) covered by
Title IV of ERISA. As of the date of each subsequent Credit Event, (a) each Plan
is in substantial compliance with ERISA and the Code; no Reportable Event has
occurred with respect to a Plan; no Plan is insolvent or in reorganization; no
Plan has an accumulated or waived funding deficiency, has permitted decreases in
its funding standard account or has applied for an extension of any amortization
period within the meaning of Section 412 of the Code; neither the Borrower nor
any of its Restricted Subsidiaries nor any ERISA Affiliate has incurred or
reasonably expects to incur any liability to or on account of a Plan pursuant to
ERISA or the Code; no proceedings have been instituted by the PBGC to terminate
any Plan; no condition exists which presents a material risk to the Borrower,
any of its Restricted Subsidiaries or any ERISA Affiliate of incurring a
liability to or on account of a Plan pursuant to ERISA or the Code; no lien
imposed under the Code or ERISA on the assets of the Borrower, any of its
Restricted Subsidiaries or any ERISA Affiliate exists or is likely to arise on
account of any Plan; and the Borrower and its Restricted Subsidiaries do not
maintain or contribute to any "employee welfare benefit plan" (as defined in
Section 3(1) of ERISA), which provides benefits to retired employees (other than
as required by Section 601 of ERISA), (b) where, with respect to any of the
foregoing representations in this Section 6.12, the liability for or the lien
which could arise as a result of, the particular circumstance or event which is
the subject of the representation, would be reasonably likely to result in a
material adverse effect on the condition (financial or otherwise), operations,
assets, liabilities or prospects of the Borrower and its Restricted Subsidiaries
taken as a whole. Using actuarial assumptions and computation methods consistent
with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of
the Borrower, its Restricted Subsidiaries and ERISA Affiliates to all Plans
which are "multiemployer plans" (as defined in Section 4001(a)(3) of ERISA)
(each a "Multiemployer Plan") in the event of a complete withdrawal therefrom,
as of the close of the most recent fiscal year of each such Plan would not be
reasonably likely to be an amount that could result in a material adverse effect
on the condition (financial or otherwise), operations, assets, liabilities or
prospects of the Borrower and its Restricted Subsidiaries taken as a whole.
Notwithstanding anything in this Section 6.12 to the contrary, all
representations and warranties made with respect to any Plan which is a
Multiemployer Plan shall be made to the best knowledge of the Borrower.

                  6.13 SUBSIDIARIES. On the Initial Borrowing Date, the
corporations listed on Annex III under the name of the Borrower are the only
Subsidiaries of the Borrower. Annex III correctly sets forth, as of the Initial
Borrowing Date, the percentage ownership (direct and indirect) of the Borrower
in each class of capital stock of each of its Subsidiaries and also identifies
the direct owner thereof.

                  6.14 INTELLECTUAL PROPERTY. (a) The Borrower and each of its
Restricted Subsidiaries owns, or is licensed or otherwise authorized to sell,
distribute, use or exploit, all material copyrights, literary works, texts and
other works of authorship fixed in any tangible medium of expression necessary
for the present conduct of its business ("Copyrights"), except to the extent
that the failure to own or obtain licenses or authorizations with respect to any
of the foregoing, individually or in the aggregate, would not have a material
adverse effect on the



                                      -31-
<PAGE>

condition (financial or otherwise), operations, assets, liabilities or prospects
of the Borrower and its Restricted Subsidiaries taken as a whole.

                  (b) The Borrower and each of its Restricted Subsidiaries owns
or is licensed to use all the patents, trademarks, permits, service marks, trade
names, technology, know-how and formulas, or rights with respect to the
foregoing, necessary for the present conduct of its business, except to the
extent that the failure to own or obtain licenses with respect to any of the
foregoing, individually or in the aggregate, would not have a material adverse
effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Borrower and its Restricted Subsidiaries taken
as a whole (together with the Copyrights, "Intellectual Property").

                  (c) All Intellectual Property is protected in all material
respects under the laws of the United States relating to such Intellectual
Property and has been duly and properly registered or filed with or issued by
the appropriate governmental offices and jurisdictions for such registrations,
filings or issuances, except to the extent that the failure to make or obtain
such registrations, filings or issuances would not have a material adverse
effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Borrower and its Restricted Subsidiaries taken
as a whole.

                  (d) No material claim has been asserted by any Person
challenging or questioning the use of any such Intellectual Property or the
validity or effectiveness of any such Intellectual Property. The use of such
Intellectual Property by the Borrower or its Restricted Subsidiaries does not
infringe on the rights of any Person, except for such claims and infringements
as do not, individually or in the aggregate, give rise to any liabilities on the
part of the Borrower and its Restricted Subsidiaries that are material to the
Borrower and its Restricted Subsidiaries taken as a whole.

                  6.15 COMPLIANCE WITH STATUTES, ETC. The Borrower and each of
its Restricted Subsidiaries is in compliance with all applicable statutes,
regulations and orders of, and all applicable restrictions imposed by, all
governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including compliance with all
applicable Environmental Laws with respect to any Real Property and the
requirements of any permits issued under such Environmental Laws with respect to
any such Real Property or the operations of the Borrower or any of its
Subsidiaries), except such noncompliances as would not, in the aggregate, have a
material adverse effect on the condition (financial or otherwise), operations,
assets, liabilities or prospects of the Borrower and its Restricted Subsidiaries
taken as a whole.

                  6.16 THE PLEDGE AGREEMENT. The security interests created in
favor of the Collateral Agent, as Pledgee, for the benefit of the Secured
Creditors, under the Pledge Agreement constitute first priority perfected
security interests in the Collateral described in the Pledge Agreement, subject
to no security interests of any other Person. No filings or recordings are
required in order to perfect (or maintain the perfection or priority of) the
security interests created in the Pledge Agreement Collateral under the Pledge
Agreement.

                                      -32-
<PAGE>


                  SECTION 7. AFFIRMATIVE COVENANTS. The Borrower hereby
covenants and agrees that on the Effective Date and thereafter for so long as
this Agreement is in effect and until the Commitments have terminated, no
Letters of Credit or Notes are outstanding and the Loans together with interest,
Fees and all other Obligations are paid in full:

                  7.01 INFORMATION COVENANTS. The Borrower will furnish to each
Bank (subject to the final paragraph of this Section 7.01):

                  (a) ANNUAL FINANCIAL STATEMENTS. Within 100 days after the
close of each fiscal year of the Borrower, the consolidated balance sheets of
each of (A) the Borrower and its Subsidiaries and of (B) the Borrower and its
Restricted Subsidiaries, as at the end of such fiscal year and, in each case,
the related consolidated statements of income and retained earnings and of cash
flows for such fiscal year, setting forth for such fiscal year, in comparative
form, the corresponding figures for the preceding fiscal year and, in the case
of the figures with respect to the Borrower and its Restricted Subsidiaries the
corresponding figures from the budget for such fiscal year delivered pursuant to
Section 7.01(c); all of which shall be examined by Deloitte & Touche or such
other independent certified public accountants of recognized national standing
as shall be acceptable to the Administrative Agent, whose opinion shall not be
qualified as to the scope of audit or as to the status of the Borrower and its
Subsidiaries or of the Borrower and its Restricted Subsidiaries, as the case may
be, as a going concern, together with a certificate of such accounting firm
stating that in the course of its regular audit of the business of the Borrower
and its Subsidiaries, which audit was conducted in accordance with generally
accepted auditing standards, no Default or Event of Default which has occurred
and is continuing has come to its attention or, if such a Default or Event of
Default has come to its attention a statement as to the nature thereof (provided
that in no event shall such accountants be liable as a result of this Agreement
by reason of any failure to obtain knowledge of any Default or Event of Default
that would not be disclosed in the course of their audit examination).

                  (b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and
in any event within 50 days after the close of each of the first three quarterly
accounting periods in each fiscal year of the Borrower (beginning with the
quarterly accounting period ending June 30, 2001) and, at the sole option of the
Borrower, at any time prior to 100 days after the close of the fourth quarterly
accounting period in each fiscal year, the consolidated balance sheet of each of
(A) the Borrower and its Subsidiaries and of (B) the Borrower and its Restricted
Subsidiaries, as at the end of such quarterly period and the related
consolidated statements of income and retained earnings and of cash flows for
such quarterly period and for the elapsed portion of the fiscal year ended with
the last day of such quarterly period; all of which shall be in reasonable
detail and certified by the chief financial officer or other Authorized Officer
of the Borrower that they fairly present the financial condition of the Borrower
and its Subsidiaries or of the Borrower and its Restricted Subsidiaries, as the
case may be, as of the dates indicated and the results of their operations and
changes in their cash flows for the periods indicated, subject to changes
resulting from audit and normal year-end audit adjustments.

                  (c) BUDGETS; ETC. Not more than 90 days after the commencement
of each fiscal year of the Borrower, budgets of the Borrower and its Restricted
Subsidiaries in reasonable detail for each of the four fiscal quarters of such
fiscal year setting forth Consolidated EBITDA

                                      -33-
<PAGE>

and consolidated sales and setting forth, with appropriate discussion, the
principal assumptions upon which such budgets are based.

                  (d) OFFICER'S CERTIFICATES. At the time of the delivery of the
financial statements provided for in Section 7.01(a) and (b), a certificate of
the chief financial officer, treasurer, controller or chief accounting officer
of the Borrower (i) to the effect that no Default or Event of Default exists or,
if any Default or Event of Default does exist, specifying the nature and extent
thereof, which certificate shall set forth the calculations required to
establish whether the Borrower and its Subsidiaries were in compliance with the
provisions of Sections 8.04(c), 8.05(d), 8.07 and Sections 8.09 through and
including 8.11, as at the end of such fiscal quarter or year, as the case may be
and (ii) setting forth the calculations demonstrating (A) with respect to each
Affected Transaction consummated during the most recently ended fiscal quarter,
that the Borrower was in compliance, on a PRO FORMA Basis, with Sections 8.09,
8.10 and 8.11 and (B) with respect to each business sold (or deemed sold)
pursuant to Section 8.02(c) hereof, compliance by the Borrower with clause (iii)
of such Section 8.02(c). In addition, at the time of the delivery of the
financial statements provided for in Section 7.01(a) and (b), a certificate of
the chief financial officer, treasurer, controller or chief accounting officer
of the Borrower setting forth the amount of, and calculations required to
establish the amount of, Excess Cash Flow for the respective fiscal year or
quarter.

                  (e) NOTICE OF DEFAULT OR LITIGATION. Promptly, and in any
event within three Business Days after any officer of the Borrower obtains
knowledge thereof, notice of (x) the occurrence of any event which constitutes a
Default or Event of Default, which notice shall specify the nature thereof, the
period of existence thereof and what action the Borrower proposes to take with
respect thereto and (y) the commencement of, or threat of, or any significant
development in, any litigation or governmental proceeding pending against the
Borrower or any of its Subsidiaries which is likely to have a material adverse
effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Borrower and its Restricted Subsidiaries taken
as a whole, or the ability of the Borrower or of the Subsidiary Guarantors,
taken as a whole, in either case, to perform its or their respective obligations
hereunder or under any other Credit Document.

                  (f) AUDITORS' REPORTS. Promptly upon receipt thereof, a copy
of each report or "management letter" submitted to the Borrower or any of its
Subsidiaries by its independent accountants in connection with any annual,
interim or special audit made by them of the books of the Borrower or any of its
Subsidiaries.

                  (g) OTHER INFORMATION. Promptly upon transmission thereof,
copies of any filings and registrations with, and reports to, the SEC by the
Borrower or any of its Subsidiaries and, with reasonable promptness, such other
information or documents (financial or otherwise) as the Administrative Agent on
its own behalf or on behalf of the Required Banks may reasonably request from
time to time.

                  Unless expressly requested by a Bank, the financial statements
and other documents that are required to be delivered under this Section 7.01
shall not be required to be


                                      -34-
<PAGE>

physically delivered to any Bank to the extent that such financial statements
and other documents are available on the EDGAR database.

                  7.02 BOOKS, RECORDS AND INSPECTIONS. The Borrower will, and
will cause each of its Restricted Subsidiaries to, permit, upon notice to the
chief financial officer or other Authorized Officer of the Borrower, officers
and designated representatives of the Administrative Agent or the Required Banks
to visit and inspect any of the properties or assets of the Borrower and any of
its Restricted Subsidiaries in whomsoever's possession, and to examine the books
of account of the Borrower and any of its Restricted Subsidiaries and discuss
the affairs, finances and accounts of the Borrower and of any of its Restricted
Subsidiaries with, and be advised as to the same by, their officers and
independent accountants, all at such reasonable times and intervals and to such
reasonable extent as the Administrative Agent or the Required Banks may desire.

                  7.03 PAYMENT OF TAXES. The Borrower will pay and discharge,
and will cause each of its Restricted Subsidiaries to pay and discharge, all
taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits, or upon any properties belonging to it, prior to the date
on which material penalties attach thereto, and all lawful claims for sums that
have become due and payable which, if unpaid, might become a Lien not otherwise
permitted under Section 8.03(a) or charge upon any properties of the Borrower or
any of its Restricted Subsidiaries; PROVIDED that neither the Borrower nor any
of its Restricted Subsidiaries shall be required to pay any such tax,
assessment, charge, levy or claim which is being contested in good faith and by
proper proceedings if it has maintained adequate reserves with respect thereto
in accordance with GAAP.

                  7.04 CORPORATE FRANCHISES. The Borrower will do, and will
cause each of its Restricted Subsidiaries to do, or cause to be done, all things
necessary to preserve and keep in full force and effect its existence and its
rights, franchises, licenses, permits and Intellectual Property rights except to
the extent its failures to do so would not, in the aggregate, have a material
adverse effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Borrower and its Restricted Subsidiaries taken
as a whole; PROVIDED, HOWEVER, that any transaction permitted by Section 8.02
will not constitute a breach of this Section 7.04.

                  7.05 COMPLIANCE WITH STATUTES, ETC. The Borrower will, and
will cause each of its Restricted Subsidiaries to, comply with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property (including applicable statutes,
regulations, orders and restrictions relating to environmental standards and
controls) other than those the non-compliance with which would not have a
material adverse effect on the condition (financial or otherwise), operations,
assets, liabilities or prospects of the Borrower and its Restricted Subsidiaries
taken as a whole or on the ability of the Borrower or of the Subsidiary
Guarantors, taken as a whole, in either case, to perform its or their
obligations hereunder or under any other Credit Document.

                  7.06 ERISA. As soon as possible and, in any event, within 30
days after the Borrower, any of its Restricted Subsidiaries or any ERISA
Affiliate knows or could reasonably be expected to know of the occurrence of any
of the following and where it could reasonably be


                                      -35-
<PAGE>

expected that a material liability of the Borrower and its Restricted
Subsidiaries and ERISA Affiliates, taken as a whole, could result in connection
therewith, the Borrower will deliver to each of the Banks a certificate of the
chief financial officer or other Authorized Officer of the Borrower setting
forth details as to such occurrence and such action, if any, which the Borrower,
such Restricted Subsidiary or such ERISA Affiliate is required or proposes to
take, together with any notices required or proposed to be given to or filed
with or by the Borrower, such Restricted Subsidiary, such ERISA Affiliate, the
PBGC, a Plan participant or the Plan administrator with respect thereto: that a
Reportable Event has occurred that a contributing sponsor (as defined in Section
4001(a)(13) of ERISA of a Plan subject to Title IV of ERISA in subject to the
advance reporting requirements of PBGC of Regulation Section 4043.61 (without
regard to subparagraph (b)(1) thereof), and an event described in subsection
 .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is
reasonably expected to occur with respect to such Plan within the following 30
days; that an accumulated funding deficiency has been incurred or an application
is reasonably likely to be or has been made to the Secretary of the Treasury for
a waiver or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section
412 of the Code with respect to a Plan; that a Plan has been or is reasonably
likely to be terminated, reorganized, partitioned or declared insolvent under
Title IV of ERISA; that a Plan has an Unfunded Current Liability giving rise to
a lien under ERISA or the Code; that proceedings are reasonably likely to be or
have been instituted to terminate a Plan; that a proceeding has been instituted
pursuant to Section 515 of ERISA to collect a delinquent contribution to a Plan;
or that the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate
will or is reasonably likely to incur any liability (including any contingent or
secondary liability) to or on account of the termination of or withdrawal from a
Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with
respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or
Section 409 or 502(i) or 502(1) of ERISA. At the request of any Bank, the
Borrower will deliver to such Bank a complete copy of the annual report (Form
5500) of each Plan required to be filed with the Internal Revenue Service.

                  7.07 END OF FISCAL YEARS; FISCAL QUARTERS. The Borrower will,
for financial reporting purposes, cause (i) each of its, and each of its
Subsidiaries', fiscal years to end on December 31 of each year and (ii) each of
its, and each of its Subsidiaries', fiscal quarters to end on March 31, June 30,
September 30 and December 31 of each year.

                  7.08 USE OF PROCEEDS. All proceeds of the Loans shall be used
as provided in Section 6.05.

                  7.09 OWNERSHIP OF SUBSIDIARIES. The Borrower will, at all
times, maintain, directly or indirectly, ownership of at least a majority of the
capital stock of its Restricted Subsidiaries, except to the extent 100% of the
capital stock owned by the Borrower or any Restricted Subsidiary of any such
Restricted Subsidiary is sold, transferred or disposed of in a transaction
permitted by Section 8.02(c) or (j) or any such Restricted Subsidiary is merged,
consolidated or liquidated in a transaction permitted by Section 8.02(e).

                  7.10 MAINTENANCE OF CORPORATE SEPARATENESS. The Borrower will,
and will cause each of its Subsidiaries to, satisfy customary corporate
formalities, including the holding of


                                      -36-
<PAGE>

regular board of directors' and shareholders' meetings and the maintenance of
corporate offices and records. Neither the Borrower nor any Restricted
Subsidiary shall make any payment to a creditor of any Unrestricted Subsidiary
in respect of any liability of such Unrestricted Subsidiary, and no bank account
of an Unrestricted Subsidiary shall be commingled with any bank account of the
Borrower or any of its Restricted Subsidiaries. Any financial statements
distributed to any creditors of an Unrestricted Subsidiary shall clearly
establish the separateness of such Unrestricted Subsidiary from the Borrower and
its Restricted Subsidiaries. Finally, neither the Borrower nor any of its
Subsidiaries shall take any action, or conduct its affairs in a manner, which is
likely to result in the corporate existence of any Unrestricted Subsidiary which
is a direct Subsidiary of the Borrower or any Restricted Subsidiary being
ignored by any court of competent jurisdiction, or in the assets and liabilities
of the Borrower or any Restricted Subsidiary being substantively consolidated
with those of any Unrestricted Subsidiary in a bankruptcy, reorganization or
other insolvency proceeding.

                  SECTION 8. NEGATIVE COVENANTS. The Borrower hereby covenants
and agrees that as of the Effective Date, and thereafter for so long as this
Agreement is in effect and until the Commitments have terminated, no Letters of
Credit or Notes are outstanding and the Loans, together with interest, Fees and
all other Obligations are paid in full:

                  8.01 CHANGES IN BUSINESS. The Borrower will not, and will not
permit any of its Restricted Subsidiaries to, engage in any businesses other
than Businesses, PROVIDED that the Borrower and its Restricted Subsidiaries may
engage in businesses other than a Business so long as the businesses engaged in
by the Borrower and its Restricted Subsidiaries, taken as a whole, consist
substantially of Businesses.

                  8.02 CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC.
The Borrower will not, and will not permit any of its Restricted Subsidiaries
to, wind up, liquidate or dissolve its affairs or enter into any transaction of
merger or consolidation, or convey, sell, lease or otherwise dispose of (or
agree to do any of the foregoing at any future time) all or any part of its
property or assets, or enter into any partnerships, joint ventures or
sale-leaseback transactions, or purchase or otherwise acquire (in one or a
series of related transactions) any part of the property or assets (other than
purchases or other acquisitions of inventory, materials and equipment (and, to
the extent consistent with industry practices, other tangible and intangible
assets) in the ordinary course of business) of any Person, except that the
following shall be permitted:

                  (a) any sale, transfer or other disposition of (x) inventory
         in the ordinary course of business or (y) any other tangible or
         intangible asset in the ordinary course of business of the Borrower
         and/or its Restricted Subsidiaries;

                  (b) the advances, investments and loans permitted pursuant to
            Section 8.05;

                  (c) the disposition of a business (including, without
         limitation, to the extent permitted in this Section 8.02(c), sales of
         the capital stock of a Restricted Subsidiary but excluding sales of the
         stock of an Unrestricted Subsidiary); PROVIDED that (i) no Default or
         Event of Default exists at such time or would exist immediately after
         giving effect thereto; (ii) such sale, transfer or disposition (or
         deemed sale, transfer or disposition


                                      -37-
<PAGE>


         pursuant to any Permitted Restricted Subsidiary Conversion) (x) is for
         fair market value, as determined in good faith by management of the
         Borrower (or, in the case of any Permitted Restricted Subsidiary
         Conversion or Permitted Restricted Asset Sale, to the extent requested
         by the Administrative Agent or the Required Banks, as determined by a
         written opinion of value reasonably satisfactory to the Administrative
         Agent by an Appraisal Firm) and (y) except in the case of a Permitted
         Restricted Subsidiary Conversion otherwise permitted pursuant to the
         terms hereof, results in consideration in the form of cash, promissory
         notes issued by the respective purchaser and/or other assets, PROVIDED
         that, to the extent any such other assets are received by the Borrower
         and/or its Restricted Subsidiaries in connection with any such Asset
         Sale, (I) the market value of such other assets, when added to the
         aggregate amount of other consideration received in connection with
         such Asset Sale, shall equal or exceed the market value of the assets
         so sold (such value to be set forth, to the extent requested by the
         Administrative Agent or the Required Banks, in a written opinion of
         value reasonably satisfactory to the Administrative Agent by an
         Appraisal Firm) and (II) such assets are permitted to be acquired by
         the Borrower or any of its Restricted Subsidiaries pursuant to Section
         8.02(g) at the time of consummation of such Asset Sale (both before and
         after giving effect to such Asset Sale); (iii) the businesses sold (or
         deemed sold pursuant to any Permitted Restricted Subsidiary Conversion)
         by the Borrower and/or its Restricted Subsidiaries pursuant to this
         Section 8.02(c) in any fiscal year of the Borrower shall not, in the
         aggregate, have EBITDA in the immediately preceding fiscal year in an
         amount in excess of 25% of the Consolidated EBITDA of the Borrower and
         its Restricted Subsidiaries for such preceding fiscal year, determined
         on a PRO forma basis as if (A) any dispositions (or deemed dispositions
         pursuant to any Permitted Restricted Subsidiary Conversion) consummated
         during such preceding fiscal year had been consummated on the first day
         of such preceding fiscal year and (B) any acquisitions consummated
         after the beginning of such preceding fiscal year but prior to the date
         of any proposed Asset Sale pursuant to this Section 8.02(c) had been
         consummated on the first day of such preceding fiscal year; and (iv) to
         the extent such sale, transfer or disposition constitutes a sale,
         transfer or disposition of less than 100% of the capital stock of any
         Restricted Subsidiary of the Borrower, after giving effect to such
         sale, transfer or disposition, the Borrower shall own at least a
         majority of the capital stock of such Restricted Subsidiary; PROVIDED
         that, notwithstanding the foregoing provisions of this clause (iv), but
         only to the extent such sale, transfer or disposition is structured as
         a leveraged recapitalization, the Borrower shall be permitted to
         structure any sale, transfer or disposition of the capital stock of a
         Restricted Subsidiary as a leveraged recapitalization in which up to
         15% of the capital stock of the Restricted Subsidiary being
         recapitalized is retained (directly or indirectly) by the Borrower;

                  (d) Asset Sales constituting the disposition of the capital
         stock owned by the Borrower and its Restricted Subsidiaries or
         Unrestricted Subsidiaries;

                  (e) any Restricted Subsidiary may be merged or consolidated
         with or into, or be liquidated into, the Borrower or any other
         Restricted Subsidiary of the Borrower, or all or any part of its
         business, properties and assets may be conveyed, leased, sold or
         otherwise transferred to the Borrower or any other Restricted
         Subsidiary, PROVIDED that


                                      -38-
<PAGE>

         (v) in any such merger or consolidation involving the Borrower, the
         Borrower shall be the surviving corporation, (w) no Default or Event of
         Default exists or would exist after giving effect thereto, (x) no
         Excluded Foreign Restricted Subsidiary or Excluded Domestic Restricted
         Subsidiary may be the surviving corporation of any such merger or
         consolidation (other than, in the case of an Excluded Foreign
         Restricted Subsidiary, a merger or consolidation with another Excluded
         Foreign Restricted Subsidiary and other than, in the case of an
         Excluded Domestic Restricted Subsidiary, a merger or consolidation with
         another Excluded Domestic Restricted Subsidiary), (y) no businesses,
         properties or assets may be transferred to Excluded Foreign Restricted
         Subsidiaries (other than by other Excluded Foreign Restricted
         Subsidiaries) if after giving effect to such transfer the Net
         Investments in Excluded Foreign Restricted Subsidiaries would exceed
         $50,000,000 and (z) to the extent any business, properties or assets
         are transferred to Excluded Domestic Restricted Subsidiaries in
         connection with any such merger or consolidation the Borrower shall
         have determined, with respect to such transaction, that the Borrower
         and its Restricted Subsidiaries would have been in compliance, on a PRO
         FORMA Basis, with Sections 8.09, 8.10 and 8.11 of this Agreement;

                  (f) the Borrower and/or its Restricted Subsidiaries may lease
         real or personal property (so long as such lease does not create
         Capitalized Lease Obligations except as otherwise permitted by Section
         8.04);

                  (g) so long as no Default or Event of Default exists or would
         result therefrom, the Borrower and its Restricted Subsidiaries may
         acquire assets, the capital stock of, or other ownership interests in,
         any Person (any such acquisition permitted by this clause (g), a
         "Permitted Acquisition"); PROVIDED that (A) after giving effect to any
         such acquisition, the Borrower and its Restricted Subsidiaries shall be
         in compliance with Section 8.01 hereof; (B) the Borrower shall have
         determined, with respect to such acquisition, that, on a PRO FORMA
         Basis, the Borrower and its Restricted Subsidiaries would have been in
         compliance with Sections 8.09, 8.10 and 8.11 of this Agreement; and (C)
         to the extent that such acquisition is of the capital stock of or other
         ownership interest in another Person (such Person, the "Acquired
         Entity"), (I) such acquisition must be of at least a majority of such
         capital stock or of such ownership interests, such Person shall be or
         become a Restricted Subsidiary and all of the applicable provisions of
         Section 8.14 shall have been complied with in respect of such
         Restricted Subsidiary and (II) the Board of Directors or other
         governing body of the Acquired Entity shall not have indicated, either
         publicly or privately to the Borrower or any of its Restricted
         Subsidiaries, its opposition to the consummation by the Borrower or
         such Subsidiary of such acquisition;

                  (h) the Borrower and its Restricted Subsidiaries may sell or
         discount, in each case without recourse, accounts receivable arising in
         the ordinary course of business, but only in connection with the
         compromise or collection thereof;

                  (i) Capital Expenditures by the Borrower and/or its Restricted
         Subsidiaries made in the ordinary course of business; and



                                      -39-
<PAGE>

                  (j) the Borrower and its Restricted Subsidiaries may sell
         assets (and may effect Permitted Restricted Subsidiary Conversions)
         other than in the ordinary course of business, so long as (x) each such
         asset is sold (or deemed sold pursuant to any Permitted Restricted
         Subsidiary Conversion) at fair market value, as determined in good
         faith by management of the Borrower; (y) each such sale (or deemed sale
         pursuant to any Permitted Restricted Subsidiary Conversion) results in
         consideration in the form of cash, promissory notes issued by the
         respective purchaser and/or other assets, PROVIDED that, to the extent
         any such other assets are received by the Borrower and/or its
         Restricted Subsidiaries in connection with any such asset sale, (I) the
         market value of such other assets, when added to the aggregate amount
         of other consideration received in connection with such asset sale,
         shall equal or exceed the market value of the assets so sold and (II)
         such assets are permitted to be acquired by the Borrower or any of its
         Restricted Subsidiaries pursuant to Section 8.02(g) at the time of
         consummation of such asset sale (both before and after giving effect to
         such asset sale); and (z) the aggregate value of all assets so sold (or
         deemed sold pursuant to any Permitted Restricted Subsidiary Conversion)
         by the Borrower and its Restricted Subsidiaries in any fiscal year
         shall not exceed $30,000,000.

                  8.03 LIENS. The Borrower will not, and will not permit any of
its Restricted Subsidiaries to, create, incur, assume or suffer to exist any
Lien upon or with respect to any property or assets of any kind (real or
personal, tangible or intangible) of the Borrower or its Restricted
Subsidiaries, whether now owned or hereafter acquired, or sell any such property
or assets subject to an understanding or agreement, contingent or otherwise, to
repurchase such property or assets (including sales of accounts receivable or
notes with recourse to the Borrower or any of its Restricted Subsidiaries) or
assign any right to receive income, except:

                  (a) Liens for taxes not yet due or Liens for taxes being
         contested in good faith and by appropriate proceedings for which
         adequate reserves have been established in accordance with GAAP;

                  (b) Liens in respect of property or assets of the Borrower or
         any of its Restricted Subsidiaries imposed by law which were incurred
         in the ordinary course of business and which have not arisen to secure
         Indebtedness for borrowed money, such as carriers', warehousemen's and
         mechanics' Liens, statutory landlord's Liens, and other similar Liens
         arising in the ordinary course of business, and which either (x) do not
         in the aggregate materially detract from the value of such property or
         assets or materially impair the use thereof in the operation of the
         business of the Borrower or its Restricted Subsidiaries or (y) are
         being contested in good faith by appropriate proceedings, which
         proceedings have the effect of preventing the forfeiture or sale of the
         property or asset subject to such Lien;

                  (c) Liens in existence on the Effective Date which are listed,
         and the property subject thereto described, in Annex IV, without giving
         effect to any extensions or renewal thereof ("Permitted Liens");



                                      -40-
<PAGE>

                  (d) Liens arising from judgments, decrees or attachments in
         circumstances not constituting an Event of Default under Section 9.09;

                  (e) Liens incurred or deposits made in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other types of social security, or to secure the
         performance of tenders, statutory obligations, surety and appeal bonds,
         bids, leases, government contracts, performance and return-of-money
         bonds and other similar obligations incurred in the ordinary course of
         business (exclusive of obligations in respect of the payment for
         borrowed money);

                  (f) leases or subleases granted to third Persons not
         interfering in any material respect with the business of the Borrower
         or any of its Restricted Subsidiaries;

                  (g) easements, rights-of-way, restrictions, minor defects or
         irregularities in title and other similar charges or encumbrances not
         interfering in any material respect with the ordinary conduct of the
         business of the Borrower or any of its Restricted Subsidiaries;

                  (h) Liens arising from UCC financing statements regarding
         leases permitted by this Agreement;

                  (i) purchase money Liens securing payables arising from the
         purchase by the Borrower or any of its Restricted Subsidiaries of any
         equipment or goods in the normal course of business;

                  (j) any interest or title of a lessor or sublessor under any
         lease permitted by this Agreement;

                  (k) Liens created pursuant to Capital Leases permitted
         pursuant to Section 8.04(c);

                  (l) Liens in favor of customs and revenue authorities arising
         as a matter of law to secure payment of custom duties in connection
         with the importation of goods so long as such Liens attach only to the
         imported goods;

                  (m) Liens on assets acquired (or owned by a Restricted
         Subsidiary acquired) after the Effective Date securing Indebtedness
         permitted under Section 8.04(g), PROVIDED that at the time of such
         acquisition the value of the assets subject to such Liens does not
         exceed 10% of the total value of the assets so acquired, or of the
         assets of the Restricted Subsidiary so acquired, as the case may be;

                  (n) Liens arising out of consignment or similar arrangements
         for the sale of goods entered into by the Borrower or any of its
         Restricted Subsidiaries in the ordinary course of business;

                  (o) Liens created under this Agreement and/or the other Credit
         Documents; and;


                                      -41-
<PAGE>

                  (p) Liens not otherwise permitted hereunder which secure
         Indebtedness, Contingent Obligations or other obligations (in each case
         permitted hereunder) not exceeding (as to the Borrower and its
         Restricted Subsidiaries) $40,000,000 in the aggregate at any time
         outstanding.

                  8.04 INDEBTEDNESS. The Borrower will not, and will not permit
any of its Restricted Subsidiaries to, contract, create, incur, assume or suffer
to exist any Indebtedness, except:

                  (a) Indebtedness incurred pursuant to this Agreement
         (including, without limitation, any indebtedness incurred pursuant to a
         supplement or amendment hereto entered into pursuant to Section 1.13);

                  (b) Indebtedness incurred pursuant to the other Credit
         Documents;

                  (c) Capitalized Lease Obligations of the Borrower and its
         Restricted Subsidiaries; PROVIDED that the aggregate Capitalized Lease
         Obligations under all Capital Leases outstanding at any one time shall
         not exceed $75,000,000;

                  (d) Existing Indebtedness of the Borrower and its Restricted
         Subsidiaries outstanding on the Effective Date and listed on Part A of
         Annex V hereto ("Existing Debt"), without giving effect to any
         subsequent extension, renewal or refinancing thereof except pursuant to
         Section 8.04(i);

                  (e) Indebtedness to the extent permitted pursuant to Section
         8.05(c);

                  (f) Indebtedness evidenced by the Subordinated Exchange
         Debentures after the issuance thereof in an aggregate principal amount
         not to exceed $575,000,000 at any time outstanding;

                  (g) Indebtedness of a Restricted Subsidiary acquired after the
         Effective Date (or Indebtedness assumed at the time of an acquisition
         of an asset securing such Indebtedness), PROVIDED that (i) such
         Indebtedness was not incurred in connection with or in anticipation of
         such acquisition and (ii) at the time of such acquisition such
         Indebtedness does not exceed 10% of the total value of the assets of
         the Restricted Subsidiary so acquired, or of the asset so acquired, as
         the case may be;

                  (h) additional Indebtedness of the Borrower and its Restricted
         Subsidiaries not otherwise permitted hereunder; PROVIDED that (A) in no
         event shall the final maturity of such Indebtedness occur prior to the
         Term Loan B Maturity Date, (B) in no event shall such Indebtedness have
         a shorter average life than the Loans hereunder, (C) in no event shall
         such Indebtedness contain terms and conditions (including, without
         limitation, with respect to the obligor and guarantors, if any, in
         respect of such Indebtedness, prepayment and redemption provisions,
         covenants, defaults, security, remedies and, if applicable,
         subordination provisions) materially less favorable to the Borrower and
         its Restricted Subsidiaries or to the Banks than the terms and
         conditions of (I) in the case of Indebtedness issued to the public or
         in accordance with Rule 144A or similar rule under


                                      -42-
<PAGE>

         the Securities Act of 1933, as amended (the "Securities Act"), the
         Senior Notes, (II) in the case of other senior Indebtedness, this
         Agreement and the other Credit Documents, and (III) in the case of
         other Indebtedness, similar Indebtedness of the Borrower then
         outstanding or if no similar Indebtedness of the Borrower is then
         outstanding, the Senior Notes (in each case excluding the impact of
         market conditions on the interest rate and other economic terms) and
         (D) the Borrower shall have determined, with respect to the incurrence
         of such Indebtedness, that the Borrower and its Restricted Subsidiaries
         would have been in compliance, on PRO FORMA Basis, with Sections 8.09,
         8.10 and 8.11 of this Agreement (any Indebtedness issued pursuant to
         this Section 8.04(h), "Additional Indebtedness"), PROVIDED FURTHER,
         that, the aggregate principal amount of any such Additional
         Indebtedness incurred directly by the Subsidiary Guarantors (taken as a
         whole), when added to the aggregate principal amount of Indebtedness
         incurred directly by the Subsidiary Guarantors (taken as a whole)
         pursuant to Section 8.04(j) shall not exceed $300,000,000 at any time
         outstanding;

                  (i) Indebtedness of the Borrower and its Restricted
         Subsidiaries constituting Permitted Refinancing Debt; and

                  (j) additional Indebtedness of the Borrower and its Restricted
         Subsidiaries (including, but not limited to, Non-Facility Letter of
         Credit Outstandings) not exceeding in an aggregate principal amount at
         any one time outstanding an amount equal to $250,000,000, PROVIDED that
         the aggregate principal amount of such Indebtedness incurred directly
         by the Subsidiary Guarantors (taken as a whole), when added to the
         aggregate principal amount of Additional Indebtedness incurred directly
         by the Subsidiary Guarantors (taken as a whole) pursuant to Section
         8.04(h), shall not exceed $300,000,000 at any time outstanding.

                  8.05 ADVANCES, INVESTMENTS AND LOANS. The Borrower will not,
and will not permit any of its Restricted Subsidiaries to, lend money or credit
or make advances to any Person, or purchase or acquire any stock, obligations or
securities of, or any other interest in, or make any capital contribution to,
any Person, except (collectively, "Investments"):

                  (a) the Borrower and its Restricted Subsidiaries may invest in
         cash and Cash Equivalents;

                  (b) the Borrower or any of its Restricted Subsidiaries may
         acquire and hold receivables owing to it, if created or acquired in the
         ordinary course of business and payable or dischargeable in accordance
         with customary trade terms of the Borrower or such Restricted
         Subsidiary, as the case may be;

                  (c) the Borrower may make intercompany loans and advances to
         any Restricted Subsidiary, and any Restricted Subsidiary may make
         intercompany loans and advances to any other Restricted Subsidiary or
         the Borrower (collectively, "Intercompany Loans"), PROVIDED that (i) no
         Intercompany Loan may be made to an Excluded Foreign Restricted
         Subsidiary at any time if after giving effect to such Intercompany Loan
         the Net Investments in Excluded Foreign Restricted Subsidiaries would
         exceed $50,000,000, and



                                      -43-
<PAGE>

         (ii) no such Intercompany Loan may be made by the Borrower or a
         Wholly-Owned Restricted Subsidiary to an Excluded Domestic Restricted
         Subsidiary;

                  (d) so long as no Default or Event of Default exists or would
         result therefrom, the Borrower and its Restricted Subsidiaries may make
         loans and advances of cash to, or cash capital contributions in, any
         Unrestricted Subsidiary of the Borrower; PROVIDED that (i) the sum of
         (A) the aggregate amount of capital contributions made in, plus the
         aggregate principal amount of loans or advances outstanding at any one
         time made to, Unrestricted Subsidiaries after the Effective Date
         pursuant to this clause (d) (such amount, the "Unrestricted Subsidiary
         Investment Amount") plus (B) the Aggregate Conversion Amount at such
         time, shall not exceed the Unrestricted Subsidiary Investment Limit
         then in effect, and (ii) the Unrestricted Subsidiary receiving cash
         proceeds from such loan, advance or contribution shall utilize the
         entire amount of cash so received to effectuate an acquisition of
         assets or capital stock of a Person not an affiliate of the Borrower
         and its Subsidiaries (other than pursuant to a Permitted Restricted
         Subsidiary Conversion or a Permitted Restricted Asset Sale) or to
         develop the Business and to finance the working capital needs of such
         Unrestricted Subsidiary;

                  (e) the Borrower and its Restricted Subsidiaries shall be
         permitted to (i) make Permitted Acquisitions, (ii) engage in any
         transaction to the extent permitted by Section 8.02(e) and (iii)
         acquire and hold promissory notes issued by the purchasers of assets
         sold in accordance with Section 8.02(c) or 8.02(j);

                  (f) the Borrower and any of its Restricted Subsidiaries may
         acquire and own investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (g) (i) the Borrower or any Subsidiary Guarantor may acquire
         capital stock or other equity securities (or warrants, rights or
         options with respect thereto) issued by any other Restricted Subsidiary
         and (ii) any Excluded Foreign Restricted Subsidiary may acquire capital
         stock or other equity securities (or warrants, rights or options with
         respect thereto) issued by any other Excluded Foreign Restricted
         Subsidiaries;

                  (h) Interest Rate Protection Agreements permitted by Section
         8.06(d) shall be permitted;

                  (i) Investments by the Borrower or Restricted Subsidiaries in
         (x) Subsidiary Guarantors, PROVIDED that if the Subsidiary Guarantor in
         which such investment is made is a newly-formed Subsidiary or a
         Partially-Owned Restricted Subsidiary newly designated as a Subsidiary
         Guarantor pursuant to Section 8.14(b)(x), all of the applicable
         provisions of Section 8.14 shall have been satisfied with respect to
         such Restricted Subsidiary, (y) Excluded Domestic Restricted
         Subsidiaries, PROVIDED that, the Borrower shall have determined, in
         connection with any such investment, that the Borrower and its
         Restricted Subsidiaries would have been in compliance, on a PRO FORMA
         Basis, with


                                      -44-
<PAGE>

         Sections 8.09, 8.10 and 8.11 of this Agreement and (z) in Excluded
         Foreign Restricted Subsidiaries, PROVIDED that no investment in an
         Excluded Foreign Restricted Subsidiary may be made at any time if after
         giving effect to such investment the Net Investments in Excluded
         Foreign Restricted Subsidiaries would exceed $50,000,000;

                  (j) the Borrower and its Restricted Subsidiaries may make
         loans and advances to officers, employees and agents (i) in the
         ordinary course of business constituting travel advances or (ii)
         otherwise equal in the aggregate for the Borrower and its Restricted
         Subsidiaries, in the case of all loans and advances pursuant to this
         clause (ii), to no more than $45,000,000 at any one time outstanding
         less the principal amount of all Contingent Obligations then
         outstanding pursuant to Section 8.06(h);

                  (k) the Borrower may acquire obligations of, or make loans or
         advances to, one or more management investors in connection with such
         management investors' acquisition of shares of capital stock of the
         Borrower so long as the proceeds thereof are used to purchase from the
         Borrower the capital stock of the Borrower; and

                  (l) Investments not otherwise permitted hereunder with an
         aggregate cost or principal amount, as the case may be, not to exceed
         $200,000,000 at any time outstanding.

                  8.06 CONTINGENT OBLIGATIONS. The Borrower will not, and will
not permit any of its Restricted Subsidiaries to, contract, create, incur,
assume or suffer to exist any Contingent Obligations, except:

                  (a) any Subsidiary Guarantor may become liable as guarantor
         with respect to any Indebtedness, obligation or liability of the
         Borrower or any other Subsidiary Guarantor to the extent that such
         Indebtedness, obligation or liability is otherwise permitted by this
         Agreement, PROVIDED that a Subsidiary Guarantor (x) may not guaranty
         any Subordinated Exchange Debentures and (y) may only guaranty
         Permitted Refinancing Debt if and to the extent either (A) it
         guaranteed the indebtedness refinanced thereby or (B) such Subsidiary
         Guarantor would have guaranteed the indebtedness refinanced thereby if
         it had been a Subsidiary of the Borrower while such indebtedness was
         outstanding;

                  (b)      Contingent Obligations pursuant to the Guaranties;

                  (c) Contingent Obligations in respect of the Letters of
         Credit;

                  (d) Contingent Obligations under Interest Rate Protection
         Agreements with respect to the Loans or any other Indebtedness of the
         Borrower and its Restricted Subsidiaries otherwise permitted by this
         Agreement;

                  (e) Contingent Obligations pursuant to the Contribution
         Agreement;



                                      -45-
<PAGE>

                  (f) Contingent Obligations of the Borrower outstanding on the
         Effective Date and listed on Part B of Annex V hereto ("Existing
         Contingent Obligations"), without giving effect to any subsequent
         extension, renewal or refinancing thereof;

                  (g) (i) the Borrower may become liable as guarantor with
         respect to any Indebtedness, obligation or liability of any Subsidiary
         Guarantor and (ii) any Excluded Foreign Restricted Subsidiary may
         become liable as a guarantor with respect to any Indebtedness,
         obligation or liability of any other Excluded Foreign Restricted
         Subsidiary, in each case to the extent that such Indebtedness,
         obligation or liability is otherwise permitted by this Agreement;

                  (h) the Borrower and its Restricted Subsidiaries may guaranty
         in the ordinary course of business loans and advances to officers,
         employees and agents so long as the aggregate principal amount of the
         loans and advances so guaranteed does not exceed $45,000,000 less the
         principal amount of all loans and advances outstanding pursuant to
         Section 8.05(j); and

                  (i) additional Contingent Obligations (including, without
         limitation, Contingent Obligations consisting of Non-Facility Letters
         of Credit and reimbursement obligations with respect thereto) not
         otherwise permitted hereunder not exceeding (for the Borrower and all
         of its Restricted Subsidiaries) in aggregate principal amount at any
         time outstanding an amount equal to the lesser of (x) $50,000,000 and
         (y) when added to the aggregate principal amount of Indebtedness
         outstanding under Section 8.04(j) at such time, $250,000,000.

                  8.07 DIVIDENDS, ETC. The Borrower will not, and will not
permit any of its Restricted Subsidiaries to, declare or pay any dividends
(other than dividends payable solely in capital stock of such Person) or return
any capital to, its stockholders or authorize or make any other distribution,
payment or delivery of property or cash to its stockholders as such, or redeem,
retire, purchase or otherwise acquire, directly or indirectly, for a
consideration, any shares of any class of its capital stock now or hereafter
outstanding (or any warrants for or options or stock appreciation rights in
respect of any of such shares), or set aside any funds for any of the foregoing
purposes, and the Borrower will not permit any of its Restricted Subsidiaries to
purchase or otherwise acquire for consideration any shares of any class of the
capital stock of the Borrower or any other Subsidiary, as the case may be, now
or hereafter outstanding (or any options or warrants or stock appreciation
rights issued by such Person with respect to its capital stock) (all of the
foregoing "Dividends"), except that:

                  (a) the Borrower may pay regularly accruing dividends on each
         issuance of Preferred Stock through the issuance of additional shares
         of such Preferred Stock, PROVIDED that the Borrower may pay such
         regularly accruing dividends on its Preferred Stock in cash so long as
         no Default or Event of Default exists at such time or would result
         therefrom;

                  (b) any Subsidiary of the Borrower may pay Dividends to the
         Borrower or to any Wholly-Owned Restricted Subsidiary of the Borrower;



                                      -46-
<PAGE>

                  (c) any Partially-Owned Restricted Subsidiary may pay cash
         Dividends to its stockholders, PROVIDED that the Borrower and its
         Restricted Subsidiaries must receive at least their proportionate share
         of any Dividends paid by such Subsidiary;

                  (d) so long as no Default or Event of Default exists at such
         time or would result therefrom the Borrower may issue its Subordinated
         Exchange Debentures in exchange for its Series D Preferred Stock in
         accordance with the terms thereof, (y) the Borrower may issue its
         Subordinated Exchange Debentures in exchange for its Series F Preferred
         Stock in accordance with the terms thereof and (z) the Borrower may
         issue its Subordinated Exchange Debentures in exchange for its Series H
         Preferred Stock in accordance with the terms thereof, PROVIDED that in
         each such case, the Borrower shall have determined, with respect to
         such issuance, that the Borrower and its Restricted Subsidiaries would
         have been in compliance, on a PRO FORMA Basis, with Sections 8.09, 8.10
         and 8.11 of this Agreement;

                  (e) the Borrower may exchange shares of its common stock in
         replacement for shares of outstanding Preferred Stock;

                  (f) the Borrower may issue Permitted Replacement Preferred
         Stock so long as either (x) such stock is issued in exchange for or (y)
         all of the proceeds from such issuance are used to redeem or
         repurchase, shares of outstanding Preferred Stock;

                  (g) the Borrower may redeem or repurchase shares of its common
         stock from management investors; PROVIDED that (x) no Default or Event
         of Default is then in existence or would arise therefrom and (y) the
         aggregate amount of all cash paid in respect of all such shares and
         equity interests so redeemed or repurchased does not exceed the sum of
         (i) $10,000,000 in any fiscal year or $25,000,000 in the aggregate
         after the Effective Date and (ii) the amount of cash proceeds received
         by the Borrower in respect of the issuance of common equity to
         management investors on or after the Effective Date;

                  (h) the Borrower and its Subsidiaries may enter into
         transactions permitted under Section 8.05(g);

                  (i) the Borrower and its Restricted Subsidiaries may acquire
         the capital stock of Unrestricted Subsidiaries in accordance with the
         provisions of this Agreement;

                  (j) so long as no Default or Event of Default exists at such
         time or would result therefrom, the Borrower may redeem or repurchase
         shares of its Preferred Stock at a price equal to the liquidation
         preference thereof plus accrued but unpaid dividends thereon and any
         applicable premium with respect thereto in exchange for, or with the
         proceeds of, Additional Preferred Stock and/or Indebtedness incurred
         under Sections 8.04(h) and/or 8.04(j) (it being understood and agreed
         that such redemption and/or repurchase need not occur contemporaneously
         with the issuance of such Additional Preferred Stock or Indebtedness);

                                      -47-
<PAGE>

                  (k) so long as no Default or Event of Default exists at such
         time or would result therefrom, the Borrower may declare and pay cash
         Dividends to the holders of its common stock (including, without
         limitation, repurchases of shares of its common stock), PROVIDED that
         (x) the aggregate amount of cash Dividends paid pursuant to this clause
         (k) during any fiscal year of the Borrower does not exceed $75,000,000
         and (y) the Borrower shall have determined, in connection with such
         Dividend, that the Borrower and its Restricted Subsidiaries would have
         been in compliance, on a PRO FORMA Basis, with Sections 8.09, 8.10 and
         8.11 of this Agreement; and

                  (l) the Borrower may pay additional cash Dividends to the
         holders of its common stock so long as (x) no Default or Event of
         Default exists at such time or would result therefrom, (y) the Leverage
         Ratio at such time is less than 4.00:1.00 and (z) the Borrower shall
         have determined, in connection with such Dividend, that the Borrower
         and its Restricted Subsidiaries would have been in compliance, on a PRO
         FORMA Basis, with Sections 8.09, 8.10 and 8.11 of this Agreement.

                  8.08 TRANSACTIONS WITH AFFILIATES. The Borrower will not, and
will not permit any of its Restricted Subsidiaries to, enter into any
transaction or series of transactions, whether or not in the ordinary course of
business, with any Affiliate (other than the Borrower or any Restricted
Subsidiary) other than on terms and conditions substantially as favorable to the
Borrower or such Restricted Subsidiary as would be obtainable by the Borrower or
such Restricted Subsidiary at the time in a comparable arm's-length transaction
with a Person other than an Affiliate; PROVIDED that (i) the Borrower may pay
management and transaction fees to KKR or its affiliates which have been
disclosed in writing to the Banks prior to the Effective Date; (ii) the payment
of transaction fees to KKR for the rendering of financial advice and services in
connection with acquisitions, dispositions and financings by the Borrower and
its Restricted Subsidiaries in amounts which are in accordance with past
practices shall be permitted; (iii) loans and advances to officers, employees
and agents in the ordinary course of business shall be permitted; (iv) customary
fees may be paid to non-officer directors of the Borrower and/or its Restricted
Subsidiaries; (v) the loans, advances and contributions made (or deemed made) in
Unrestricted Subsidiaries in compliance with Section 8.05(d) shall be permitted;
and (vi) transactions specifically permitted by the provisions of this Agreement
to occur between the Borrower, its Restricted Subsidiaries and their respective
Affiliates shall be permitted to the extent so otherwise specifically permitted.

                  8.09 FIXED CHARGE COVERAGE RATIO. The Borrower will not permit
the ratio of (i) Consolidated EBITDA of the Borrower and its Restricted
Subsidiaries to (ii) Consolidated Fixed Charges of the Borrower and its
Restricted Subsidiaries, for any Test Period to be less than 1.05 to 1.0.

                  8.10 INTEREST COVERAGE RATIO. The Borrower will not permit the
ratio of (i) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries
to (ii) Consolidated Interest Expense of the Borrower and its Restricted
Subsidiaries for any Test Period ending during a period listed below to be less
than the ratio set forth opposite such period below:

                                      -48-
<PAGE>

                               PERIOD                              RATIO
                               ------                              -----
             Effective Date to and including June 30,         1.80 to 1.00
                   2003
             July 1, 2003 to and including                    2.00 to 1.00
                   December 31, 2003
             January 1, 2004 to and including                 2.25 to 1.00
                   December 31, 2004
             January 1, 2005 and thereafter                   2.50 to 1.00


                  8.11 LEVERAGE RATIO. The Borrower will not permit the ratio
(the "Leverage Ratio") of (i) Consolidated Debt of the Borrower and its
Restricted Subsidiaries at any date of determination thereof (net of cash and
Cash Equivalents held by the Borrower and its Restricted Subsidiaries at such
time in excess of $5,000,000) to (ii) Consolidated EBITDA of the Borrower and
its Restricted Subsidiaries for the Test Period then last ended, to exceed, at
any time during a period set forth below, the ratio set forth opposite such
period below:

                               PERIOD                              RATIO
                               ------                              -----
             Effective Date to and including June 30,         6.00 to 1.00
                   2003
             July 1, 2003 to and including                    5.75 to 1.00
                   December 31, 2003
             January 1, 2004 to and including                 5.50 to 1.00
                   December 31, 2004
             January 1, 2005 to and including December        5:00 to 1:00
                   31, 2005
             January 1, 2006 and thereafter                   4.50 to 1.00

                  8.12 ISSUANCE OF STOCK. The Borrower will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, issue,
sell, assign, pledge or otherwise encumber or dispose of any shares of its or
such Restricted Subsidiary's preferred or preference stock or other redeemable
equity securities (or warrants, rights or options to acquire shares of any of
the foregoing) except:

                  (a) in the case of shares of capital stock of the Borrower and
         its Restricted Subsidiaries, to the extent permitted by Section 8.02,
         8.03, 8.05, 8.07 or 8.13(b);

                                      -49-
<PAGE>

                  (b) issuances by Restricted Subsidiaries to the Borrower or to
         Wholly-Owned Restricted Subsidiaries; and

                  (c) issuances by the Borrower of additional preferred stock
         not otherwise permitted hereunder; PROVIDED that (A) in no event shall
         such preferred stock contain any provision requiring mandatory
         redemption or permitting any put with respect to all or any portion of
         such stock prior to the Term Loan B Maturity Date, (B) in no event
         shall such preferred stock contain terms and conditions (including,
         without limitation, liquidation preferences, voting rights and exchange
         rights) materially less favorable to the Borrower and its Restricted
         Subsidiaries or to the Banks than the terms and conditions of the
         Existing Preferred Stock (excluding the impact of market conditions on
         the dividend rate and other economic terms) and (C) the Borrower shall
         have determined, in connection with such issuance, that the Borrower
         and its Restricted Subsidiaries would have been in compliance, on a PRO
         FORMA Basis, with Sections 8.09, 8.10 and 8.11 of this Agreement,
         PROVIDED that, for purposes of the calculation of compliance with
         Section 8.09, the ratio set forth in Section 8.09 shall be deemed to
         equal 1.25 to 1.0 (any Preferred Stock issued pursuant to this Section
         8.12(c), "Additional Preferred Stock").

                  8.13 MODIFICATIONS OF CERTAIN AGREEMENTS, ETC. The Borrower
will not, and will not permit any of its Subsidiaries to: (a) after the issuance
thereof, amend or modify (or permit the amendment or modification of) any of the
terms or provisions of the Senior Notes, the Preferred Stock, the Subordinated
Exchange Debentures or any agreement related to any of the foregoing, provided
that Permitted Amendments may be made to the Senior Notes, the Preferred Stock,
any Subordinated Exchange Debenture, and the documents governing the terms of
any of the foregoing; or (b) make (or give any notice in respect thereof) any
voluntary or optional payment or prepayment or redemption or acquisition for
value of (including, without limitation, by way of depositing with the trustee
with respect thereto money or securities before due for the purpose of paying
when due) or exchange of any Subordinated Exchange Debentures, or any Permitted
Refinancing Debt (to the extent issued to refinance Subordinated Exchange
Debentures), PROVIDED that (i) the Subordinated Exchange Debentures and any
Permitted Refinancing Debt previously issued to refinance same may be (A)
refinanced with (I) Additional Indebtedness (to the extent that such Additional
Indebtedness would have qualified as Permitted Refinancing Debt in respect
thereof if it had been issued contemporaneously with such refinancing) and/or
Permitted Refinancing Debt or (II) the proceeds from a common equity issuance by
the Borrower or an issuance by the Borrower of Additional Preferred Stock, in
each case, after the Effective Date or (B) exchanged for Additional Preferred
Stock or non-redeemable common equity of the Borrower (it being understood and
agreed that any refinancing of such Indebtedness need not occur
contemporaneously with the issuance of such Additional Indebtedness, Additional
Preferred Stock and/or common equity) and (ii) the Borrower's 10-1/4% Senior
Notes due 2004 may be prepaid, redeemed or acquired for value, in whole or in
part (including, without limitation, by way of depositing with the trustee with
respect thereto, money or securities before due for the purpose of paying when
due) . In addition, the Borrower will not, and will not permit any of its
Restricted Subsidiaries to, agree to modify, supplement, amend, rescind or
otherwise alter the terms, conditions or provisions of its Certificate of
Incorporation (including, without limitation, by the filing of any certificate
of designation) or its By-Laws in any material respect, other than such
modifications, supplements or amendments that would not

                                      -50-
<PAGE>

materially adversely affect the interests of the Banks under this Agreement or
the other Credit Documents.

                  8.14 LIMITATION ON THE CREATION OF SUBSIDIARIES; REDESIGNATION
OF PARTIALLY-OWNED RESTRICTED SUBSIDIARIES. (a) Notwithstanding anything to the
contrary contained in this Agreement, the Borrower shall not, and shall not
permit any Subsidiary to, establish, create or acquire after the Effective Date
any Subsidiary unless (w) such Subsidiary is an Unrestricted Subsidiary; (x)
such Subsidiary is an Excluded Foreign Restricted Subsidiary; (y) such
Subsidiary is a Partially-Owned Restricted Subsidiary and at the time of
creation or acquisition thereof, the Borrower shall have made a Non-Guarantor
Designation with respect to such Partially-Owned Restricted Subsidiary in
accordance with the terms hereof or (z) such Subsidiary is a Restricted
Subsidiary (other than a Restricted Subsidiary of the type described in clauses
(x) or (y) above) and each such new Restricted Subsidiary becomes a party to the
Subsidiary Guaranty by executing a Subsidiary Assumption Agreement in the form
of Exhibit H hereto.

                  (b) At any time and from time to time, (x) the Borrower may
redesignate any Excluded Domestic Restricted Subsidiary as a Subsidiary
Guarantor by giving notice thereof to the Administrative Agent and by causing
such Subsidiary to become a party to the Subsidiary Guaranty by executing a
Subsidiary Assumption Agreement in the form of Exhibit H hereto, and (y) the
Borrower may redesignate any Subsidiary Guarantor which is a Partially-Owned
Restricted Subsidiary as an Excluded Domestic Restricted Subsidiary by making a
Non-Guarantor Designation with respect to such Subsidiary in accordance with the
terms hereof.

                  (c) At the time of the creation of any Subsidiary described in
clause (z) of Section 8.14(a) and at the time of any redesignation pursuant to
clause (x) of Section 8.14(b), each such new Subsidiary Guarantor shall execute
and deliver, or cause to be executed and delivered, in each case to the extent
not previously executed and delivered, all other relevant documentation of the
type described in Section 5 as such new Subsidiary Guarantor would have had to
deliver if such new Restricted Subsidiary had been a Restricted Subsidiary and a
Subsidiary Guarantor on the Initial Borrowing Date.

                  (d) Notwithstanding anything to the contrary contained in this
Section 8.14 or elsewhere in this Agreement, in no event shall any Subsidiary of
the Borrower guaranty any Indebtedness of the Borrower or any Wholly-Owned
Subsidiary unless such Subsidiary is a party to the Subsidiary Guaranty;
PROVIDED that, to the extent not prohibited by Section 8.04 hereof, (x) Excluded
Foreign Restricted Subsidiaries may guaranty Indebtedness of other Excluded
Foreign Restricted Subsidiaries and (y) Unrestricted Subsidiaries may guaranty
Indebtedness of other Unrestricted Subsidiaries.

                  (e) Notwithstanding anything to the contrary contained in this
Section 8.14 or elsewhere in this Agreement, the Borrower will not have any
direct Subsidiaries other than Intermediate HoldCo, unless all of the capital
stock of such Subsidiary owned directly or indirectly by the Borrower shall have
been pledged pursuant to a supplement to the Pledge Agreement satisfactory to
the Administrative Agent.

                                      -51-
<PAGE>

                  SECTION 9. EVENTS OF DEFAULT. Upon the occurrence of any of
the following specified events (each an "Event of Default"):

                  9.01 PAYMENTS. (a) The Borrower shall (i) default in the
payment when due of any principal of the Loans or (ii) default, and such default
shall continue for five or more days, in the payment when due of any Unpaid
Drawing, any interest on the Loans or any Fees or any other amounts owing
hereunder or under any other Credit Document or (b) any Guarantor shall default
in the payment when due of any amount in respect of any payment of the type
described in clause (a)(ii) above pursuant to its Guaranty, and such default
shall continue for five or more days; or

                  9.02 REPRESENTATIONS, ETC. Any representation, warranty or
statement made by the Borrower or any Subsidiary Guarantor herein or in any
other Credit Document or in any statement or certificate delivered pursuant
hereto or thereto shall prove to be untrue in any material respect on the date
as of which made or deemed made; or

                  9.03 COVENANTS. The Borrower shall (a) default in the due
performance or observance by it of any term, covenant or agreement contained in
Section 7.08, or 8, or (b) default in the due performance or observance by it of
any term, covenant or agreement (other than those referred to in Section 9.01,
9.02 or clause (a) of this Section 9.03) contained in this Agreement and such
default shall continue unremedied for a period of at least 30 days after notice
to the defaulting party by the Administrative Agent or the Required Banks; or

                  9.04 DEFAULT UNDER OTHER AGREEMENTS. (a) The Borrower or any
of its Restricted Subsidiaries shall (i) default in any payment with respect to
any Indebtedness or Contingent Obligation (other than the Obligations) beyond
the period of grace, if any, provided in the instrument or agreement under which
such Indebtedness or Contingent Obligation was created or (ii) default in the
observance or performance of any agreement or condition relating to any such
Indebtedness or Contingent Obligation or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event shall
occur or condition exist, the effect of which default or other event or
condition is to cause, or to permit the holder or holders of such Indebtedness
or Contingent Obligation (or a trustee or agent on behalf of such holder or
holders) to cause any such Indebtedness or Contingent Obligation to become due
prior to its stated maturity; or (b) any Indebtedness or Contingent Obligation
(other than the Obligations) of the Borrower or any of its Restricted
Subsidiaries shall be declared to be due and payable, or shall be required to be
prepaid other than by a regularly scheduled required prepayment or as a
mandatory prepayment (unless such required prepayment or mandatory prepayment
results from a default thereunder or an event of the type that constitutes an
Event of Default), prior to the stated maturity thereof, PROVIDED that it shall
not constitute an Event of Default pursuant to clause (a) or (b) of this Section
9.04 unless the aggregate amount of all such Indebtedness and Contingent
Obligations referred to in clauses (a) and (b) above exceeds $20,000,000 at any
one time; or

                  9.05 BANKRUPTCY, ETC. The Borrower or any of its Material
Subsidiaries shall commence a voluntary case concerning itself under Title 11 of
the United States Code entitled "Bankruptcy," as now or hereafter in effect, or
any successor thereto (the "Bankruptcy Code"); or an involuntary case is
commenced against the Borrower or any of its Material Subsidiaries and the
petition is not controverted within 10 days, or is not dismissed within 60 days,
after


                                      -52-
<PAGE>

commencement of the case; or a custodian (as defined in the Bankruptcy Code) is
appointed for, or takes charge of, all or substantially all of the property of
the Borrower or any of its Material Subsidiaries; or the Borrower or any of its
Material Subsidiaries commences any other proceeding under any reorganization,
arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or
liquidation or similar law of any jurisdiction whether now or hereafter in
effect relating to the Borrower or any of its Material Subsidiaries; or there is
commenced against the Borrower or any of its Material Subsidiaries any such
proceeding which remains undismissed for a period of 60 days; or the Borrower or
any of its Material Subsidiaries is adjudicated insolvent or bankrupt; or any
order of relief or other order approving any such case or proceeding is entered;
or the Borrower or any of its Material Subsidiaries suffers any appointment of
any custodian or the like for it or any substantial part of its property to
continue undischarged or unstayed for a period of 60 days; or the Borrower or
any of its Material Subsidiaries makes a general assignment for the benefit of
creditors; or any corporate action is taken by the Borrower or any of its
Material Subsidiaries for the purpose of effecting any of the foregoing; or

                  9.06 ERISA. (a) Any Plan shall fail to satisfy the minimum
funding standard required for any plan year or part thereof or a waiver of such
standard or extension of any amortization period is sought or granted under
Section 412 of the Code; any Plan is, shall have been or is likely to be
terminated or the subject of termination proceedings under ERISA; any Plan shall
have an Unfunded Current Liability; or the Borrower, any Restricted Subsidiary
or any ERISA Affiliate has incurred or is likely to incur a liability to or on
account of a Plan under Section 409, 502(i), 502(l), 515, 4062, 4063, 4064,
4069, 4201, 4204 or 4212 of ERISA or Section 401(a)(29), 4971, 4975 or 4980 of
the Code; or the Borrower or any Restricted Subsidiary has incurred or is likely
to incur liabilities pursuant to one or more employee welfare benefit plans (as
defined in Section 3(1) of ERISA) which provide benefits to retired employees
(other than as required by Section 601 of ERISA); and (b) there shall result
from any such event or events the imposition of a lien, the granting of a
security interest, or a liability or a material risk of incurring a liability,
on the part of the Borrower, any of its Restricted Subsidiaries or any ERISA
Affiliate, which lien, security interest or liability will have a material
adverse effect on the condition (financial or otherwise), operations, assets,
liabilities or prospects of the Borrower and its Restricted Subsidiaries taken
as a whole; or

                  9.07 GUARANTY. (a) Any Guaranty or any provision thereof shall
cease to be in full force and effect, or any Guarantor thereunder or any Person
acting on behalf of such Guarantor shall deny or disaffirm such Guarantor's
obligations under such Guaranty or (b) except as otherwise provided in Section
9.01(b), any Guarantor shall default in the due performance or observance of any
term, covenant or agreement on its part to be performed or observed pursuant to
the respective Guaranty, PROVIDED that in the case of Section 13 of the
Subsidiary Guaranty, if the default constitutes a failure to perform or comply
with any provision, covenant or agreement contained in Section 7 (other than
Section 7.08) of this Agreement, such default shall continue unremedied for a
period of at least 30 days after notice to the defaulting Guarantor by the
Administrative Agent or the Required Banks; or

                  9.08 PLEDGE AGREEMENT. (a) The Pledge Agreement shall cease to
be in full force and effect, or shall cease to give the Collateral Agent for the
benefit of the Secured Creditors the


                                      -53-
<PAGE>

Liens, rights, powers and privileges purported to be created thereby, except as
a result of the negligent or willful failure of the Collateral Agent to maintain
possession of the certificated Collateral, or (b) the Borrower shall default in
any material respect in the due performance or observance of any term, covenant
or agreement on its part to be performed or observed pursuant to the Pledge
Agreement; or

                  9.09 JUDGMENTS. One or more judgments or decrees shall be
entered against the Borrower or any of its Subsidiaries involving a liability of
$15,000,000 or more in the case of any one such judgment or decree or
$25,000,000 or more in the aggregate for all such judgments and decrees for the
Borrower and its Subsidiaries (not paid or to the extent not covered by
insurance) and any such judgments or decrees shall not have been vacated,
discharged or stayed or bonded pending appeal within 60 days from the entry
thereof; or

                  9.10 OWNERSHIP. A Change of Control Event shall have occurred;

then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, the Administrative Agent shall, upon the written
request of the Required Banks, by written notice to the Borrower, take any or
all of the following actions, without prejudice to the rights of the
Administrative Agent, the Letter of Credit Issuer or any Bank to enforce its
claims against the Borrower, except as otherwise specifically provided for in
this Agreement (PROVIDED that if an Event of Default specified in Section 9.05
shall occur with respect to the Borrower, the result which would occur upon the
giving of written notice by the Administrative Agent as specified in clauses (i)
and (ii) below shall occur automatically without the giving of any such notice):
(i) declare the Total Commitment (or the unutilized portion thereof) terminated,
whereupon the Commitment of each Bank (or the unutilized portion thereof) shall
forthwith terminate immediately and any Commitment Fees shall forthwith become
due and payable without any other notice of any kind; (ii) declare the principal
of and any accrued interest in respect of all Loans and all obligations owing
hereunder (including Unpaid Drawings) to be, whereupon the same shall become,
forthwith due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower; (iii) enforce, as
Collateral Agent (or direct the Collateral Agent to enforce), any or all of the
Liens and security interests created pursuant to the Pledge Agreement; (iv)
terminate any Letter of Credit which may be terminated in accordance with its
terms; and (v) direct the Borrower to pay (and the Borrower hereby agrees upon
receipt of such notice, or upon the occurrence of any Event of Default specified
in Section 9.05, to pay) to the Administrative Agent at the Payment Office such
additional amounts of cash, to be held as security for the Borrower's
reimbursement obligations in respect of Letters of Credit then outstanding,
equal to the aggregate Stated Amount of all Letters of Credit then outstanding.

                  SECTION 10. DEFINITIONS. As used herein, the following terms
shall have the meanings herein specified unless the context otherwise requires.
Defined terms in this Agreement shall include in the singular number the plural
and in the plural the singular:

                  "Acquired Entity" shall have the meaning provided in Section
8.02(g).

                  "Additional Indebtedness" shall have the meaning provided in
Section 8.04(h).


                                      -54-
<PAGE>

                  "Additional Preferred Stock" shall have the meaning provided
in Section 8.12(c).

                  "Adjusted Percentage" shall mean (x) at a time when no Bank
Default exists, for each Bank such Bank's Revolving Loan Percentage and (y) at a
time when a Bank Default exists (i) for each Bank that is a Defaulting Bank,
zero and (ii) for each Bank that is a Non-Defaulting Bank, the percentage
determined by dividing such Bank's Revolving Loan Commitment at such time by the
Adjusted Total Revolving Loan Commitment at such time, it being understood that
all references herein to Revolving Loan Commitments and the Adjusted Total
Revolving Loan Commitment at a time when the Total Revolving Loan Commitment or
Adjusted Total Revolving Loan Commitment, as the case may be, has been
terminated shall be references to the Revolving Loan Commitments or Adjusted
Total Revolving Loan Commitment, as the case may be, in effect immediately prior
to such termination, PROVIDED that (A) no Bank's Adjusted Percentage shall
change upon the occurrence of a Bank Default from that in effect immediately
prior to such Bank Default if, after giving effect to such Bank Default and any
repayment of Revolving Loans and Swingline Loans at such time pursuant to
Section 4.02(a) or otherwise, the sum of (i) the aggregate outstanding principal
amount of Revolving Loans of all Non-Defaulting Banks plus (ii) the aggregate
outstanding principal amount of Swingline Loans plus (iii) the Letter of Credit
Outstandings, exceeds the Adjusted Total Revolving Loan Commitment; (B) the
changes to the Adjusted Percentage that would have become effective upon the
occurrence of a Bank Default but that did not become effective as a result of
the preceding clause (A) shall become effective on the first date after the
occurrence of the relevant Bank Default on which the sum of (i) the aggregate
outstanding principal amount of the Revolving Loans of all Non-Defaulting Banks
plus (ii) the aggregate outstanding principal amount of Swingline Loans plus
(iii) the Letter of Credit Outstandings is equal to or less than the Adjusted
Total Revolving Loan Commitment; and (C) if (i) a Non-Defaulting Bank's Adjusted
Percentage is changed pursuant to the preceding clause (B) and (ii) any
repayment of such Bank's Revolving Loans, or of Unpaid Drawings with respect to
Letters of Credit or of Swingline Loans, that was made during the period
commencing after the date of the relevant Bank Default and ending on the date of
such change to its Adjusted Percentage must be returned to the Borrower as a
preferential or similar payment in any bankruptcy or similar proceeding of the
Borrower, then the change to such Non-Defaulting Bank's Adjusted Percentage
effected pursuant to said clause (B) shall be reduced to that positive change,
if any, as would have been made to its Adjusted Percentage if (x) such
repayments had not been made and (y) the maximum change to its Adjusted
Percentage would have resulted in the sum of the outstanding principal of
Revolving Loans made by such Bank plus such Bank's new Adjusted Percentage of
the outstanding principal amount of Swingline Loans and of Letter of Credit
Outstandings equaling such Bank's Revolving Loan Commitment at such time.

                  "Adjusted Revolving Loan Commitment" for each Non-Defaulting
Bank shall mean at any time the product of such Bank's Adjusted Percentage and
the Adjusted Total Revolving Loan Commitment.

                  "Adjusted Total Revolving Loan Commitment" shall mean at any
time the Total Revolving Loan Commitment less the aggregate Revolving Loan
Commitments of all Defaulting Banks.

                                      -55-
<PAGE>

                  "Administrative Agent" shall have the meaning provided in the
first paragraph of this Agreement and shall include any successor to the
Administrative Agent appointed pursuant to Section 11.10.

                  "Affected Eurodollar Loan" shall have the meaning provided in
Section 4.02(g).

                  "Affected Period" shall mean, with respect to each Affected
Transaction, the period commencing on the date occurring twelve months prior to
the last day of the then most recently ended fiscal quarter of the Borrower and
ending on the date such Affected Transaction is consummated.

                  "Affected Transaction" shall mean and include each of the
following: (i) any transfer of assets to an Excluded Domestic Restricted
Subsidiary in connection with a transaction permitted pursuant to Section
8.02(e), (ii) any Permitted Acquisition, (iii) any incurrence of Additional
Indebtedness, (iv) any investment in an Excluded Domestic Restricted Subsidiary
pursuant to Section 8.05(d), (v) any issuance of Subordinated Exchange
Debentures, (vi) the payment of any Dividend as permitted by Section 8.07(k) or
(l), (vii) any issuance of Additional Preferred Stock, (viii) any Permitted
Restricted Subsidiary Conversion or Non-Guarantor Designation and (ix) any
designation of an Unrestricted Subsidiary as a Restricted Subsidiary pursuant to
the definition of "Restricted Subsidiaries."

                  "Affiliate" shall mean, with respect to any Person, any other
Person directly or indirectly controlling (including but not limited to all
directors and officers of such Person), controlled by, or under direct or
indirect common control with such Person. A Person shall be deemed to control a
corporation if such Person possesses, directly or indirectly, the power (i) to
vote 10% or more of the securities having ordinary voting power for the election
of directors of such corporation or (ii) to direct or cause the direction of the
management and policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise.

                  "Aggregate Conversion Amount" shall mean, at any time, the sum
of the Conversion Value Amount with respect to each Permitted Restricted
Subsidiary Conversion consummated after the Effective Date but on or prior to
the date of determination thereof.

                  "Aggregate Unutilized Revolving Loan Commitment" with respect
to any Bank at any time shall mean such Bank's Revolving Loan Commitment at such
time less the sum of (i) the aggregate outstanding principal amount of all
Revolving Loans made by such Bank and (ii) such Bank's Adjusted Percentage of
the Letter of Credit Outstandings at such time.

                  "Agreement" shall mean this Credit Agreement, as the same may
be from time to time modified, amended and/or supplemented.

                  "Applicable Commitment Fee Percentage" shall mean the
percentage set forth below under the heading Applicable Commitment Fee
Percentage opposite the ratio of (i) Consolidated Debt as of the last day of the
most recent fiscal year or fiscal quarter in respect of which the Banks shall
have received Section 7.01 Financials to (ii) Consolidated EBITDA for the Test
Period ending on the last day of such fiscal year or fiscal quarter (it being
understood that

                                      -56-
<PAGE>

each Applicable Commitment Fee Percentage shall be in effect from the date the
respective Section 7.01 Financials are required to be delivered to the Banks
until the date the next such Section 7.01 Financials are required to be
delivered to the Banks at which time the Applicable Margin shall be reset in
accordance with the foregoing provisions of this definition):

                                               Applicable Commitment Fee
        DEBT/EBITDA RATIO                             PERCENTAGE
        -----------------                             ----------
        5.25:1 or Greater                               .500%
        Less than 5.25:1                                .375%

; PROVIDED that if (A) if Late Section 7.01 Financials are delivered and such
Late Section 7.01 Financials establish that any Applicable Commitment Fee
Percentage would have been increased or reduced to an amount set forth in the
table above on the Required Delivery Date and (B) the Borrower shall have made
any payment of Commitment Fees during the period from the Required Delivery Date
to the actual date of delivery of such Late Section 7.01 Financials based upon
any such lower or higher Applicable Commitment Fee Percentage, then (x) in the
case of actual payments based on any such lower Applicable Commitment Fee
Percentage, the Borrower shall pay in the form of a supplemental Commitment Fee
payment, an amount which equals the difference between the amount of Commitment
Fees which would otherwise have been paid determined as if the Late Section 7.01
Financials were delivered on the Required Delivery Date and the amount of such
Commitment Fees so paid, which supplemental Commitment Fee payment shall be due
and payable on the date of delivery of the Late Section 7.01 Financials and (y)
in the case of actual payments made based on such higher Applicable Commitment
Fee Percentage, the Banks shall retain all such amounts so paid.

                  "Applicable Letter of Credit Fee Percentage" shall mean at any
time, the Applicable Margin then in effect for Eurodollar Loans that are
Revolving Loans less 1/4 of 1%.

                  "Applicable Margin" shall mean, at any time, (a) with respect
to Base Rate Loans, the margin set forth below under the heading Applicable Base
Rate Margin and (b) with respect to Eurodollar Loans, the margin set forth below
under the heading Applicable Eurodollar Margin, in each case, opposite the ratio
of (i) Consolidated Debt as of the last day of the most recent fiscal year or
fiscal quarter in respect of which the Banks shall have received Section 7.01
Financials to (ii) Consolidated EBITDA for the Test Period ending on the last
day of such fiscal year or fiscal quarter (it being understood that each
Applicable Margin shall be in effect from the date the respective Section 7.01
Financials are required to be delivered to the Banks until the date the next
such Section 7.01 Financials are required to be delivered to the Banks at which
time the Applicable Margin shall be reset in accordance with the foregoing
provisions of this definition):


                                      -57-
<PAGE>

<TABLE>
<CAPTION>

                                                     APPLICABLE
                                                     EURODOLLAR                  APPLICABLE BASE RATE
           DEBT/EBITDA RATIO                          MARGIN                             MARGIN
           -----------------                         ---------                           ------
<S>                                                  <C>                                 <C>
5.75:1 or Greater                                    2.500%                              1.500%
Less than 5.75:1 but equal                           2.125%                              1.125%
       to or greater than 5.25:1
Less than 5.25:1 but equal to or                     1.750%                               .750%
       greater than 4.75:1
Less than 4.75:1 but equal to or                     1.500%                               .500%
       greater than 4.25:1
Less than 4.25:1 but equal to or                     1.250%                               .250%
       greater than 3.75:1
Less than 3.75:1                                     1.125%                               .125%
</TABLE>

; PROVIDED that if (A) any Section 7.01 Financials are not delivered when
required (the "Late Section 7.01 Financials") and such Late Section 7.01
Financials establish that any Applicable Margin would have been increased or
reduced to an amount set forth in the table above on the date that such Late
Section 7.01 Financials were required to have been delivered (the "Required
Delivery Date") and (B) the Borrower shall have made any interest payment during
the period from the Required Delivery Date to the actual date of delivery of
such Late Section 7.01 Financials based upon any such lower or higher Applicable
Margin, then (x) in the case of actual payments based on any such lower
Applicable Margin, the Borrower shall pay in the form of a supplemental interest
payment, an amount which equals the difference between the amount of interest
which would otherwise have been paid determined as if the Late Section 7.01
Financials were delivered on the Required Delivery Date and the amount of such
interest so paid, which supplemental interest payment shall be due and payable
on the date of delivery of the Late Section 7.01 Financials and (y) in the case
of actual payments made based on such higher Applicable Margin, the Banks shall
retain all such amounts so paid. Notwithstanding anything to the contrary
contained above, the Applicable Margin for the period from the Effective Date
to, but not including, the date that the Borrower's financial statements are
delivered pursuant to Section 7.01(a) of this Agreement for the fiscal year
ending December 31, 2001 shall be the greater of (i) the Applicable Margin set
forth opposite the Borrower's actual Consolidated Debt/EBITDA Ratio for the
applicable Test Period and (ii) the Applicable Margin determined as if the
Borrower's Consolidated Debt/EBITDA ratio was less than 5.25:1, but equal to or
greater than 4.75:1 for the applicable Test Period.

                  "Applicable Term Loan B Margin" shall mean, at any time, (a)
with respect to Base Rate Loans, 1.750% and (b) with respect to Eurodollar
Loans, 2.750%.

                  "Appraisal Firm" shall mean an independent appraisal firm
(which may be an investment banking firm of national recognition) selected by,
and at the expense of, the Borrower and reasonably satisfactory to the
Administrative Agent.

                                      -58-
<PAGE>

                  "Approved Bank" shall have the meaning provided in the
definition of Cash Equivalents.

                  "Approved Fund" shall mean, with respect to any Bank, any fund
or commingled investment vehicle that invests in loans and is managed or advised
by the same investment advisor (or an affiliate of such investment advisor) as
such Bank or an affiliate of such Bank.

                  "Asset Sale" shall mean any sale, transfer or other
disposition by the Borrower or any of its Restricted Subsidiaries to any Person
other than the Borrower or any Restricted Subsidiary of any asset (including,
without limitation, any capital stock or other securities of another Person, but
excluding any sale, transfer or other disposition by the Borrower of its capital
stock) of the Borrower or such Restricted Subsidiary, including, without
limitation, a Permitted Restricted Asset Sale and any sale, transfer or other
disposition deemed made pursuant to a Permitted Restricted Subsidiary Conversion
(other than (x) any sale, transfer or disposition of Cash Equivalents; (y) any
sale, transfer or disposition permitted by Section 8.02(a), (e) or (h); and (z)
for purposes of Sections 3.03(d), any sale, transfer or disposition of assets
(other than capital stock or other securities of any Subsidiary) that results in
Available Cash Proceeds (including Available Cash Proceeds of any related sale,
transfer or disposition) of not in excess of $2,500,000).

                  "Authorized Officer" shall mean any officer of the Borrower
designated as such in writing to the Administrative Agent by the Borrower, in
each case to the extent reasonably acceptable to the Administrative Agent.

                  "Available Cash Proceeds" shall mean, with respect to any
sale, lease, transfer or other disposition of assets, the aggregate cash
payments (including any cash received by way of deferred payment pursuant to a
note receivable issued in connection with such sale, lease, transfer or other
disposition, other than the portion of such deferred payment constituting
interest, and including any amounts received as disbursement or withdrawals from
any escrow or similar account established in connection with any such sale,
lease, transfer or other disposition, but, in either such case, only as and when
so received; but excluding any portion of cash payments which the Borrower
determines in good faith (x) should be reserved for post-closing adjustments (to
the extent the Borrower delivers to the Administrative Agent a certificate
signed by its chief financial officer, treasurer, controller or chief accounting
officer as to such determination) or (y) must be applied to repurchase Senior
Notes pursuant to the Senior Note Documents (to the extent the Borrower delivers
to the Administrative Agent a certificate signed by its chief financial officer,
treasurer, controller or chief accounting officer as to such determination), it
being understood and agreed that on the date that all such post-closing
adjustments have been determined and/or the date such repurchases shall be
required to be effected, as the case may be, the amount (if any) by which the
reserved amount in respect of such sale or disposition exceeds the actual
post-closing adjustments payable by the Borrower or any of its Subsidiaries or
actual amount expended in connection with such repurchases, as the case may be,
shall constitute Available Cash Proceeds on such date) received by the Borrower
and/or any of its Subsidiaries from such sale, lease, transfer or other
disposition.

                  "Bank" shall have the meaning provided in the first paragraph
of this Agreement.

                                      -59-
<PAGE>

                  "Bank Default" shall mean (i) the refusal (which has not been
retracted) of a Bank to make available its portion of any Borrowing or to fund
its portion of any unreimbursed payment under Section 2.05(c) or (ii) a Bank
having notified the Administrative Agent and/or the Borrower that it does not
intend to comply with the obligations under Section 1.01(c), 1.01(d) or 2.05(c),
in the case of either (i) or (ii) as a result of the appointment of a receiver
or conservator with respect to such Bank at the direction or request of any
regulatory agency or authority.

                  "Bankruptcy Code" shall have the meaning provided in Section
9.05.

                  "Base Rate" at any time shall mean the higher of (x) the rate
which is 1/2 of 1% in excess of the Federal Funds Effective Rate and (y) the
Prime Lending Rate as in effect from time to time.

                  "Base Rate Loan" shall mean each Loan bearing interest at the
rates provided in Section 1.08(a).

                  "Borrower" shall have the meaning provided in the first
paragraph of this Agreement.

                  "Borrowing" shall mean a borrowing of Loans under a single
Tranche from all Banks having Commitments with respect to such Tranche (or from
Chase in the case of Swingline Loans) on a given date (or resulting from
conversions on a given date), in each case, as required by the provisions of
this Agreement, being of a single Type of Loans and having, in the case of
Eurodollar Loans, the same Interest Period, provided that Base Rate Loans
incurred pursuant to Section 1.10(b) shall be considered part of any related
Borrowing of Eurodollar Loans.

                  "Business" shall mean and include the communications,
information, education, publishing and/or media businesses.

                  "Business Day" shall mean (i) for all purposes other than as
covered by clause (ii) below, any day excluding Saturday, Sunday and any day
which shall be in the City of New York a legal holiday or a day on which banking
institutions are authorized by law or other governmental actions to close, (ii)
with respect to all notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Loans, any day which is a Business Day
described in clause (i) and which is also a day for trading by and between banks
in U.S. dollar deposits in the interbank Eurodollar market.

                  "Capital Expenditures" shall mean, for any period, any
expenditures (whether paid in cash or accrued as liabilities and including in
all events all amounts expended or capitalized under Capital Leases) by any
Person during that period that, in conformity with GAAP, are or are required to
be included in the property, plant or equipment reflected in the balance sheet
of such Person.

                  "Capital Lease," as applied to any Person, shall mean any
lease of any property (whether real, personal or mixed) by that Person as lessee
which, in conformity with GAAP, is accounted for as a capital lease on the
balance sheet of that Person.

                                      -60-
<PAGE>

                  "Capitalized Lease Obligations" shall mean all obligations
under Capital Leases of the Borrower or any of its Restricted Subsidiaries in
each case taken at the amount thereof accounted for as liabilities in accordance
with GAAP.

                  "Cash Equivalents" shall mean (i) securities issued or
directly and fully guaranteed or insured by the United States of America or any
agency or instrumentality thereof (provided that the full faith and credit of
the United States of America is pledged in support thereof) having maturities of
not more than one year from the date of acquisition, (ii) U.S. dollar
denominated time deposits, certificates of deposit and bankers acceptances of
(x) any Bank, (y) any commercial bank of recognized standing having capital and
surplus in excess of $500,000,000 or (z) any bank whose short-term commercial
paper rating from Standard & Poor's Ratings Group ("S&P") is at least A-2 or the
equivalent thereof or from Moody's Investors Service, Inc. ("Moody's") is at
least P-2 or the equivalent thereof (any such bank or Bank, an "Approved Bank"),
in each case with maturities of not more than one year from the date of
acquisition, (iii) commercial paper issued by any Approved Bank or by the parent
company of any Approved Bank and commercial paper issued by, or guaranteed by,
any industrial or financial company with a short-term commercial paper rating of
at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent
thereof by Moody's, or guaranteed by any industrial company with a long term
unsecured debt rating of at least A or A2, or the equivalent of each thereof,
from S&P or Moody's, as the case may be, and in each case maturing within one
year after the date of acquisition, (iv) marketable direct obligations issued by
any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof maturing within one year from
the date of acquisition thereof and, at the time of acquisition, having one of
the two highest ratings obtainable from either S&P or Moody's and (v)
investments in money market funds substantially all the assets of which are
comprised of securities of the types described in clauses (i) through (iv)
above.

                  "Change of Control Event" shall mean (a) any "Change of
Control" or similar term as defined in the indentures governing the terms of the
Senior Notes as in effect on the Initial Borrowing Date or in any agreement
governing any Indebtedness incurred pursuant to Section 8.04(f), (h), (i) or
(j); (b) any Person or "group" (within the meaning of Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended), other than KKR
and/or one or more Affiliates of KKR, becomes the "beneficial owner" (as defined
in Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of a
percentage of the voting common stock of the Borrower equal to or greater than
the greater of (i) 35% and (ii) the percentage of such voting common stock then
held (directly or indirectly) by KKR and its Affiliates; (c) during any period
of two consecutive calendar years, directors who at the beginning of such period
(together with any new directors whose election by the Borrower's Board of
Directors or whose nomination for election by the Borrower's shareholders was
approved by vote of at least two-thirds of the directors then still in office
who either were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the directors then in office; (d) the Borrower shall
cease to own, directly, 100% of the capital stock of Intermediate HoldCo; or (e)
Intermediate HoldCo shall cease to own, directly or indirectly, each Subsidiary
of the Borrower other than (x) Intermediate HoldCo, (y) Subsidiaries the capital
stock of which is pledged to the Collateral Agent in accordance with


                                      -61-
<PAGE>


Section 8.14(e) and (z) Subsidiaries that cease to be Subsidiaries in accordance
with Section 8.02.

                  "Chase" shall mean The Chase Manhattan Bank or any successor
thereto by merger.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time and the regulations promulgated and the rulings issued
thereunder. Section references to the Code are to the Code, as in effect at the
date of this Agreement and any subsequent provisions of the Code amendatory
thereof, supplemental thereto or substituted therefor.

                  "Collateral" shall mean all of the Collateral as defined in
the Pledge Agreement.

                  "Collateral Agent" shall mean the Administrative Agent acting
as collateral agent for the Secured Creditors pursuant to the Pledge Agreement.

                  "Commitment" shall mean, at any time, for any Bank the sum of
the Term Loan A Commitment, Term Loan B Commitment and Revolving Loan Commitment
of such Bank at such time.

                  "Commitment Fee" shall have the meaning provided in Section
3.01(a).

                  "Consolidated Capital Expenditures" shall mean, for any
period, the aggregate of all Capital Expenditures by the Borrower and its
Restricted Subsidiaries at such time determined on a consolidated basis.

                  "Consolidated Current Assets" shall mean, at any time, the
current assets (other than cash and Cash Equivalents, and deferred income taxes
to the extent included in current assets) of the Borrower and its Restricted
Subsidiaries at such time determined on a consolidated basis.

                  "Consolidated Current Liabilities" shall mean, at any time,
the current liabilities of the Borrower and its Restricted Subsidiaries
determined on a consolidated basis, but excluding (i) all short-term
Indebtedness for borrowed money, (ii) the current portion of any long-term
Indebtedness of the Borrower or its Restricted Subsidiaries, (iii) deferred
income taxes, (iv) liabilities arising from cash overdrafts, and (v) liabilities
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of business,
provided that such liabilities are extinguished within three Business Days of
their incurrence; in each case to the extent included in current liabilities.

                  "Consolidated Debt" shall mean all Indebtedness of the
Borrower and its Restricted Subsidiaries, determined on a consolidated basis,
other than Indebtedness owing by the Borrower to any of its Restricted
Subsidiaries or by any of the Borrower's Restricted Subsidiaries to the Borrower
or any other Restricted Subsidiary of the Borrower, provided that, for purposes
of this definition, Indebtedness of any Partially-Owned Restricted Subsidiary
shall be included in Consolidated Debt in an aggregate amount equal to the
percentage equity

                                      -62-
<PAGE>

ownership of the Borrower in such Partially-Owned Restricted Subsidiary
multiplied by the aggregate Indebtedness of such Partially-Owned Restricted
Subsidiary.

                  "Consolidated EBITDA" shall mean, for any period, (A) the sum
(without duplication) of the amounts for such period of (i) the net income (or
loss) of the Borrower and its Restricted Subsidiaries on a consolidated basis
for such period taken as a single accounting period, provided that, except as
provided in clauses (I) through (III) below, there shall be excluded from
Consolidated EBITDA (x) the net income (or loss) of all Unrestricted
Subsidiaries and all Partially-Owned Restricted Subsidiaries for such period and
(y) all cash or other payments received during such period by the Borrower and
its Restricted Subsidiaries from any Unrestricted Subsidiaries from dividends or
distributions (including tax sharing payments), in each case to the extent
otherwise included, (ii) provisions for taxes based on income, (iii)
Consolidated Interest Expense, (iv) amortization or write-off of deferred
financing costs, (v) losses on sales of assets (excluding sales in the ordinary
course of business) and other extraordinary losses, (vi) non-cash amounts
charged as compensation for "phantom stock" arrangements, (vii) all non-cash
interest expense not included in the foregoing clause (iii), (viii) depreciation
expense, (ix) other non-cash charges, (x) restructuring charges taken by the
Borrower and/or its Subsidiaries in accordance with SEC Staff Accounting
Bulletin No. 100, entitled "Restructuring and Impairment Charges", (xi) charges
resulting from premiums paid in connection with the refinancing of Indebtedness
and (xii) amortization expense, in the case of each of clauses (ii) through
(xii) above to the extent deducted in determining net income (or loss) pursuant
to clause (i) above for such period, less (B) the amount for such period of
gains on sales of assets (excluding sales in the ordinary course of business)
and other extraordinary gains, in each case, to the extent included in
determining net income (or loss) pursuant to clause (A)(i) above for such
period, all as determined on a consolidated basis; provided, however, that (I)
for purposes of Section 8.11 and the definitions of Applicable Margin and
Applicable Commitment Fee Percentage, (1) there shall be included in determining
Consolidated EBITDA for any period (x) the EBITDA of any person, business,
property or asset (other than an Unrestricted Subsidiary) acquired and not
subsequently sold or otherwise disposed of (but not including the EBITDA of any
related person, business, property or assets to the extent not so acquired) by
the Borrower or one of its Restricted Subsidiaries during such period (each such
person, business, property or asset acquired and not subsequently disposed of,
an "Acquired Entity or Business"), and the EBITDA of any Unrestricted Subsidiary
that is converted into a Restricted Subsidiary during such period (each, a
"Converted Restricted Subsidiary"), in each case based on the actual EBITDA of
such Acquired Entity or Business or Converted Restricted Subsidiary for the
entire period (including the portion thereof occurring prior to such acquisition
or conversion) and (y) an increase in respect of each Acquired Entity or
Business acquired during such period equal to the cost adjustment amount
applicable to the relevant period determined by the Borrower to represent the
savings secured by the Borrower in connection with its reduction of salary and
other employment expenses and lease and other contractual expenses with respect
to such Acquired Entity or Business and (2) there shall be excluded in
determining Consolidated EBITDA for any period the EBITDA of any person,
business, property or asset (other than an Unrestricted Subsidiary) sold or
disposed of by the Borrower or one of its Restricted Subsidiaries during such
period (each such person, business, property or asset so sold or disposed of, a
"Sold Entity or Business"), and the EBITDA of any Restricted Subsidiary that is
converted into an Unrestricted


                                      -63-
<PAGE>

Subsidiary during such period (each, a "Converted Unrestricted Subsidiary"), in
each case based on the actual EBITDA of such Sold Entity or Business or
Converted Unrestricted Subsidiary for the entire period (including the portion
thereof occurring prior to such sale, disposition or conversion), (II) for
purposes of this definition, subject to clause (III) below, there shall be
included or excluded any of the items described in the above clauses (A) and (B)
attributable to a Partially-Owned Restricted Subsidiary (other than a Subsidiary
Guarantor), but only to the extent of the equity percentage ownership of the
Borrower in such Partially-Owned Restricted Subsidiary and (III) in the event
the aggregate portion of Consolidated EBITDA for any period attributable to
Partially-Owned Restricted Subsidiaries (other than Subsidiary Guarantors) (the
"Limited EBITDA Component") exceeds an amount equal to 15% of the aggregate
amount of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries
for such period, the Limited EBITDA Component (and accordingly Consolidated
EBITDA), in each case, for such period, shall be reduced such that the Limited
EBITDA Component for such period equals 15% of the aggregate amount of such
Consolidated EBITDA for such period.

                  "Consolidated Fixed Charges" shall mean, for any period, the
sum, without duplication, of the amounts for such period of (i) Consolidated
Interest Expense, plus consolidated cash Dividend expense payable in respect of
all Preferred Stock and common stock of the Borrower, (ii) provisions for taxes
based on income other than (x) changes in deferred taxes, (y) taxes on gains
resulting from sales of assets (other than sales in the ordinary course of
business) and (z) taxes on gains on extraordinary items, (iii) Consolidated
Capital Expenditures paid in cash, (iv) scheduled payments on Indebtedness for
borrowed money (including the Term Loans A and the Term Loans B, but excluding
(i) the Revolving Loans and (ii) the term loans pursuant to the Existing Credit
Agreements) (other than, in the case of any payments referred to in this clause
(iv), any interest payments to the extent included in Consolidated Interest
Expense), and (v) the Net Maximum Exposure Reduction, if positive, for such
period; all as determined on a consolidated basis for the Borrower and its
Restricted Subsidiaries; provided that for purposes of this definition, fixed
charges of the type referred to in clauses (i)-(v) above of any Partially-Owned
Restricted Subsidiary shall be included in Consolidated Fixed Charges in an
aggregate amount equal to the percentage equity ownership of the Borrower in
such Partially-Owned Restricted Subsidiary multiplied by the fixed charges of
the type referred to above of such Partially-Owned Restricted Subsidiary for the
respective period.

                  "Consolidated Interest Expense" shall mean, for any period,
total interest expense (including that attributable to Capital Leases in
accordance with GAAP but excluding non-cash interest expenses) of the Borrower
and its Restricted Subsidiaries determined on a consolidated basis with respect
to all outstanding Indebtedness of the Borrower and its Restricted Subsidiaries,
including, without limitation, all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance financing
and net costs (i.e., costs minus benefits) under Interest Rate Protection
Agreements, but excluding, however, amortization of deferred financing costs to
the extent included in total interest expense, all as determined on a
consolidated basis; provided that for purposes of this definition, interest
expense of the type referred to above of any Partially-Owned Restricted
Subsidiary shall be included in Consolidated Interest Expense in an aggregate
amount equal to the percentage equity ownership of the Borrower in such
Partially-Owned Restricted Subsidiary multiplied by the interest expense of the
type referred to above of such Partially-Owned Restricted Subsidiary for the
respective period.

                                      -64-
<PAGE>

                  "Contingent Obligations" shall mean as to any Person (i) any
obligation of such Person guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations ("primary obligations") of
any other Person (the "primary obligor") in any manner, whether directly or
indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (a) to purchase any such primary obligation or any
property constituting direct or indirect security therefor, (b) to advance or
supply funds (x) for the purchase or payment of any such primary obligation or
(y) to maintain working capital or equity capital of the primary obligor or
otherwise to maintain the net worth or solvency of the primary obligor, (c) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (d) otherwise to assure or hold
harmless the owner of such primary obligation against loss in respect thereof
and (ii) any Interest Rate Protection Agreement; provided, however, that the
term Contingent Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business. The amount of any
Contingent Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such
Contingent Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof (assuming such Person is
required to perform thereunder) as determined by such Person in good faith.

                  "Contribution Agreement" shall have the meaning provided in
Section 5.01(h).

                  "Conversion Value Amount" shall have the meaning provided in
the definition of Permitted Restricted Subsidiary Conversion.

                  "Converted Restricted Subsidiary" shall have the meaning
provided in the definition of Consolidated EBITDA.

                  "Converted Unrestricted Subsidiary" shall have the meaning
provided in the definition of Consolidated EBITDA.

                  "Copyrights" shall have the meaning provided in Section
6.14(a).

                  "Credit Documents" shall mean this Agreement, any Notes to the
extent issued, the Guaranties, the Pledge Agreement and the Contribution
Agreement.

                  "Credit Event" shall mean the making of a Loan or the issuance
of a Letter of Credit.

                  "Credit Party" shall mean the Borrower and each Subsidiary
Guarantor.

                  "Default" shall mean any event, act or condition which with
notice or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Bank" shall mean any Bank with respect to which a
Bank Default is in effect.

                                      -65-
<PAGE>

                  "Dividends" shall have the meaning provided in Section 8.

                  "Documentation Agent" shall have the meaning provided in the
first paragraph of this Agreement.

                  "Early Maturity Date" shall mean (i) November 1, 2005, to the
extent that the Borrower's $300,000,000 8-1/2% Senior Notes due 2006 have not
been paid in full or defeased by such time and (ii) January 1, 2008, to the
extent that the Borrower's $250,000,000 7-5/8% Senior Notes due 2008 have not
been paid in full or defeased by such time.

                  "EBITDA" shall mean, for any Restricted Subsidiary person,
business, property or asset, for any period, the portion of Consolidated EBITDA
attributable to such Restricted Subsidiary person, business, property or asset.

                  "Effective Date" shall have the meaning provided in Section
12.10.

                  "Environmental Law" shall mean any federal, state, provincial
or local statute, law, rule, regulation, ordinance, code, policy or rule of
common law now or hereafter in effect and in each case as amended, and any
judicial or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment, relating to the environment,
health, safety or Hazardous Materials.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and the
rulings issued thereunder. Section references to ERISA are to ERISA as in effect
at the date of this Agreement and any subsequent provisions of ERISA amendatory
thereof, supplemental thereto or substituted therefor.

                  "ERISA Affiliate" shall mean each person (as defined in
Section 3(9) of ERISA) which together with the Borrower or any Subsidiary of the
Borrower would be deemed to be a "single employer" within the meaning of Section
414(b), (c), (m) or (o) of the Code.

                  "Eurodollar Loans" shall mean each Loan bearing interest at
the rates provided in Section 1.08(b).

                  "Eurodollar Rate" shall mean with respect to each Interest
Period for a Eurodollar Loan, (i) the per annum rate of interest determined on
the basis of the rate for deposits in dollars for a period equal to such
Interest period appearing on Dow Jones Markets Page 3750 as of 11:00 A.M.,
London time, two Business Days prior to the commencement of such Interest
Period, divided (and rounded upward to the next whole multiple of 1/16 of 1%) by
(ii) a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable to any member bank of the
Federal Reserve System in respect of Eurocurrency liabilities as defined in
Regulation D (or any successor category of liabilities under Regulation D). In
the event that the rate refined to in clause (i) above does not appear on Dow
Jones Markets Page 3750 (or otherwise on such Dow Jones Markets service), the
"Eurodollar Rate" for the purposes of this paragraph shall be determined by
reference to such other publicly available service for displaying

                                      -66-
<PAGE>

eurodollar rates as may be agreed upon by the Administrative Agent and the
Borrower or, in the absence of such agreement, the "Eurodollar Rate" for the
purposes of this paragraph shall instead be the rate per annum notified to the
Administrative Agent by Chase as the rate at which Chase is offered Dollar
deposits at or about 10:00 A.M., New York time, two Business Days prior to the
beginning of such Interest Period, in the interbank eurodollar market where the
eurodollar and foreign currency and exchange operations in respect of its
Eurodollar Loans are then being conducted for delivery on the first day of such
Interest Period for the number of days comprised therein and in an amount
comparable to the amount of its Eurodollar Loan to be outstanding during such
Interest Period.

                  "Event of Default" shall have the meaning provided in Section
9.

                  "Excess Cash Flow" shall mean, for any period, the remainder
of (x) the sum of (i) Consolidated EBITDA for such period and (ii) the decrease,
if any, in Working Capital from the first day to the last day of such period,
minus (y) the sum of (i) the amount of Consolidated Fixed Charges for such
period (but in the case of Consolidated Capital Expenditures included therein,
only to the extent such expenditures are not financed by Indebtedness (other
than Loans hereunder)) and (ii) the increase, if any, in Working Capital from
the first day to the last day of such period, provided that in calculating the
amount referred to in clause (x)(ii) or (y)(ii) above, as the case may be, (A)
for any period during which the Borrower and/or any of its Restricted
Subsidiaries have consummated an Asset Sale pursuant to Section 8.02(c) or a
Permitted Acquisition, the portion of the change in Working Capital for such
period attributable to the entity or business sold or purchased shall be based
(x) in the case of an Asset Sale, on the change in Working Capital attributable
to the entity or business sold from the first day of such period to the date of
the consummation of such sale and (y) in the case of an acquisition, on the
change in Working Capital attributable to the entity or business acquired from
the date of consummation of such acquisition to the last day of such period and
(B) Working Capital shall only include the assets and liabilities of a
Partially-Owned Restricted Subsidiary to the extent of the percentage equity
interest of the Borrower in such Partially-Owned Restricted Subsidiary.

                  "Excess Cash Flow Amount" shall mean an amount which initially
shall be zero and which shall be (i) increased on the date of delivery of
Section 7.01 Financials in respect of the first three fiscal quarters in each
year of the Borrower (commencing with the fiscal quarter ended June 30, 2001) by
an amount (if positive) equal to 75% of Excess Cash Flow for the fiscal quarter
in respect of which such Section 7.01 Financials are delivered, provided that in
the event that Excess Cash Flow for the first and/or second fiscal quarter in
any fiscal year is negative, then for purposes of this clause (i) the Excess
Cash Flow for the third fiscal quarter in such fiscal year shall be deemed to be
reduced by the amount of such negative Excess Cash Flow for such first and/or
second quarter, and (ii) increased on the date of delivery of Section 7.01
Financials in respect of each fiscal year of the Borrower by an amount (if
positive) equal to 75% of the Excess Cash Flow for such fiscal year less an
amount (if any) equal to the aggregate amount by which the Excess Cash Flow
Amount was increased pursuant to clause (i) above in respect of the first,
second and third quarters in such fiscal year.

                                      -67-
<PAGE>

                  "Excluded Domestic Restricted Subsidiary" shall mean any
Partially-Owned Restricted Subsidiary with respect to which the Borrower shall
have made a Non-Guarantor Designation in accordance with the provisions hereof.

                  "Excluded Foreign Restricted Subsidiaries" shall mean (i)
Intertec Publishing (UK) Limited, a U.K. corporation, (ii) Canadian Red Book,
Inc., a Canada corporation, (iii) each Restricted Subsidiary of the Borrower
established, created or acquired after the Effective Date which is incorporated
in a jurisdiction outside the United States, except to the extent the
requirements set forth in clause (z) of Section 8.14(a), and Section 8.14(c),
are satisfied with respect to such Subsidiary.

                  "Existing Contingent Obligations" shall have the meaning
provided in Section 8.06(f).

                  "Existing Credit Agreements" shall mean and include each of
the Existing Revolving Credit Facility and the Existing Revolving Credit and
Term Loan Facility.

                  "Existing Debt" shall have the meaning provided in Section
8.04(d).

                  "Existing Indebtedness Agreements" shall have the meaning
provided in Section 5.01(i).

                  "Existing Letter of Credit" shall have the meaning provided in
Section 2.01(c).

                  "Existing Preferred Stock" shall include preferred stock of
the Borrower issued prior to the Effective Date and listed on Annex VI hereto,
without giving effect to any extension or replacement thereof, as the same may
be modified, supplemented or amended from time to time pursuant to the terms
hereof and thereof.

                  "Existing Revolving Credit and Term Loan Facility" shall mean
the Amended and Restated Credit Agreement, dated as of May 24, 1996 and amended
and restated as of March 11, 1999, among the Borrower, various lending
institutions and The Chase Manhattan Bank, as Administrative Agent, as same may
have been modified, supplemented or amended from time to time to and including
the Effective Date.

                  "Existing Revolving Credit Facility" shall mean the Credit
Agreement, dated as of May 24, 1996, among the Borrower, and various lending
institutions and The Chase Manhattan Bank, as Administrative Agent, as same may
have been modified, supplemented or amended from time to time to and including
the Effective Date.

                  "Facing Fee" shall have the meaning provided in Section
3.01(c).

                  "Federal Funds Effective Rate" shall mean, for any period, a
fluctuating interest rate equal for each day during such period to the weighted
average of the rates on overnight Federal Funds transactions with members of the
Federal Reserve System arranged by Federal Funds brokers, as published for such
day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so

                                      -68-
<PAGE>

published for any day which is a Business Day, the average of the quotations for
such day on such transactions received by the Administrative Agent from three
Federal Funds brokers of recognized standing selected by the Administrative
Agent.

                  "Fees" shall mean (i) all amounts payable pursuant to, or
referred to in, Section 3.01 and (ii) all other fees payable to the
Administrative Agent or any Bank as may be agreed to from time to time between
the Borrower and the Administrative Agent or such Bank, as the case may be.

                  "GAAP" shall mean generally accepted accounting principles in
the United States of America as in effect from time to time; it being understood
and agreed that determinations in accordance with GAAP for purposes of Section
8, including defined terms as used therein, are subject (to the extent provided
therein) to Section 12.07(a).

                  "Guarantor" shall mean each Subsidiary Guarantor.

                  "Guaranty" shall mean each Subsidiary Guaranty.

                  "Hazardous Materials" shall mean (a) any petrochemical or
petroleum products, radioactive materials, asbestos in any form that is or could
become friable, urea formaldehyde foam insulation, transformers or other
equipment that contain dielectric fluid containing levels of polychlorinated
biphenyls, and radon gas; and (b) any chemicals, materials or substances defined
as or included in the definition of "hazardous substances," "hazardous wastes,"
"hazardous materials," "restricted hazardous materials," "extremely hazardous
wastes," "restrictive hazardous wastes," "toxic substances," "toxic pollutants,"
"contaminants" or "pollutants," or words of similar import, under any applicable
Environmental Law.

                  "Incremental Loan Commitment" shall have the meaning provided
in Section 1.13.

                  "Incremental Loan Lending Institution" shall have the meaning
provided in Section 1.13.

                  "Indebtedness" of any Person shall mean without duplication
(i) all indebtedness of such Person for borrowed money, (ii) the deferred
purchase price of assets or services payable to the sellers thereof or any of
such seller's assignees which in accordance with GAAP would be shown on the
liability side of the balance sheet of such Person, (iii) the face amount of all
letters of credit issued for the account of such Person and, without
duplication, all drafts drawn thereunder, (iv) all Indebtedness of a second
Person secured by any Lien on any property owned by such first Person, whether
or not such Indebtedness has been assumed, (v) all Capitalized Lease Obligations
of such Person and (vi) all obligations of such Person to pay a specified
purchase price for goods or services whether or not delivered or accepted, i.e.,
take-or-pay and similar obligations, provided that Indebtedness shall not
include (x) trade payables and accrued expenses, in each case arising in the
ordinary course of business and (y) any obligations under Interest Rate
Protection Agreements.

                                      -69-
<PAGE>

                  "Information Memorandum" shall mean the Confidential
Information Memorandum dated April 2001 and distributed to the Banks prior to
the Effective Date.

                  "Initial Borrowing Date" shall mean the date of the occurrence
of the first Credit Event hereunder.

                  "Intellectual Property" shall have the meaning provided in
Section 6.14(b).

                  "Intercompany Loan" shall have the meaning provided in Section
8.05(c).

                  "Interest Period" with respect to any Eurodollar Loan, shall
mean the interest period applicable thereto, as determined pursuant to Section
1.09.

                  "Interest Rate Protection Agreement" shall mean any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement, interest rate hedging agreement or other similar agreement or
arrangement.

                  "Intermediate HoldCo" shall mean PRIMEDIA Companies Inc., a
Delaware corporation that is directly owned by the Borrower and is a
Wholly-Owned Restricted Subsidiary.

                  "Intermediate HoldCo Reorganization" shall mean the transfer
directly or indirectly of all of the Capital Stock of all of the Subsidiaries of
the Borrower as of the Effective Date to Intermediate HoldCo pursuant to and in
accordance with the terms of the Intermediate HoldCo Reorganization Documents.

                  "Intermediate HoldCo Reorganization Documents" shall mean and
include all agreements and documents relating to the Intermediate HoldCo
Reorganization.

                  "Investments" shall have the meaning provided in Section 8.05.

                  "KKR" shall mean Kohlberg Kravis Roberts & Co., a Delaware
limited partnership.

                  "Late Section 7.01 Financials" shall have the meaning provided
in the definition of Applicable Margin.

                  "Leasehold" of any Person means all of the right, title and
interest of such Person as lessee or licensee in, to and under leases or
licenses of land, improvements and/or fixtures.

                  "Letter of Credit" shall have the meaning provided in Section
2.01(a).

                  "Letter of Credit Fee" shall have the meaning provided in
Section 3.01(b).

                  "Letter of Credit Issuer" shall mean Chase.

                  "Letter of Credit Outstandings" shall mean, at any time, the
sum of, without duplication, (i) the aggregate Stated Amount of all outstanding
Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings in
respect of all Letters of Credit.

                                      -70-
<PAGE>

                  "Letter of Credit Request" shall have the meaning provided in
Section 2.03(a).

                  "Leverage Ratio" shall have the meaning provided in Section
8.11.

                  "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any agreement to give any of
the foregoing, any conditional sale or other title retention agreement, any
financing or similar statement or notice filed under the UCC or any similar
recording or notice statute, and any lease having substantially the same effect
as the foregoing).

                  "Loan" shall mean each and every Loan made by any Bank
hereunder, including Term Loans A, Term Loans B, Revolving Loans, Incremental
Loans and Swingline Loans.

                  "Mandatory Borrowing" shall have the meaning provided in
Section 1.01(e).

                  "Margin Stock" shall have the meaning provided in Regulation
U.

                  "Material Subsidiary" shall mean, at any time, (a) any
Restricted Subsidiary (i) having assets (valued at fair market value) equal to
or greater than 3% of the assets (valued at fair market value) of the Borrower
and its Restricted Subsidiaries taken as a whole or (ii) having revenues for the
then most recently ended fiscal year equal to or greater than 3% of the revenues
for such fiscal year of the Borrower and its Restricted Subsidiaries taken as a
whole, (b) any group of Restricted Subsidiaries (i) having aggregate assets
(valued at fair market value) equal to or greater than 10% of the assets (valued
at fair market value) of the Borrower and its Restricted Subsidiaries taken as a
whole or (ii) having aggregate revenues for the then most recently ended fiscal
year equal to or greater than 10% of the revenues for such fiscal year of the
Borrower and its Restricted Subsidiaries taken as a whole and (c) any
Unrestricted Subsidiary that would be a "significant subsidiary" as defined in
Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities
Act of 1933, as amended, as such Regulation is in effect on the Effective Date.

                  "Maximum Swingline Amount" shall mean $40,000,000.

                  "Minimum Borrowing Amount" shall mean (i) for Term Loans A,
$2,000,000; (ii) for Term Loans B, $2,000,000; (iii) for Revolving Loans,
$2,000,000; and (iv) for Swingline Loans, $500,000.

                  "Minimum Retention Amount" shall mean, at any time, (A) with
respect to Term Loans A and the Revolving Loan Commitments, $5,000,000
multiplied by a fraction (i) the numerator of which shall be the sum of the
outstanding Term Loans A plus the Total Revolving Loan Commitment at such time
and (ii) the denominator of which shall be $575,000,000 and (B) with respect to
Term Loans B, $1,000,000 multiplied by a fraction (i) the numerator of which
shall be the sum of the outstanding Term Loans B at such time and (ii) the
denominator of which shall be $425,000,000.

                  "Moody's" shall have the definition provided in the definition
of Cash Equivalents.

                                      -71-
<PAGE>

                  "Multiemployer Plan" shall have the meaning provided in
Section 6.12.

                  "Net Cash Proceeds" shall mean, with respect to any Asset
Sale, the Available Cash Proceeds resulting therefrom net of (a) cash expenses
of sale (including payment of principal, premium and interest of Indebtedness
specifically relating to the assets sold in such Asset Sale, relocation expenses
and severance and shutdown costs) and (b) taxes paid or payable as a result
thereof over and above the taxes which would otherwise have been payable in the
absence of such Asset Sale, provided that in the case of an Asset Sale by a
Partially-Owned Restricted Subsidiary, "Net Cash Proceeds" shall be the amount
as determined above in this definition multiplied by the percentage of the
capital stock of such Subsidiary owned, directly or indirectly, by the Borrower.

                  "Net Investments in Excluded Foreign Restricted Subsidiaries"
shall mean the remainder of (i) the sum of (x) the aggregate value of all
businesses, properties and assets transferred by the Borrower and/or its
Restricted Subsidiaries (other than Excluded Foreign Restricted Subsidiaries) to
Excluded Foreign Restricted Subsidiaries after the Effective Date, (y) the
aggregate outstanding principal amount of all Intercompany Loans made to
Excluded Foreign Restricted Subsidiaries by the Borrower and/or its Restricted
Subsidiaries (other than Excluded Foreign Restricted Subsidiaries) after the
Effective Date and (z) the aggregate amount of all investments by the Borrower
and its Restricted Subsidiaries (other than Excluded Foreign Restricted
Subsidiaries) in Excluded Foreign Restricted Subsidiaries after the Effective
Date, minus (ii) the sum of (x) the aggregate value of all businesses,
properties and assets transferred by Excluded Foreign Restricted Subsidiaries to
the Borrower and/or its Restricted Subsidiaries (other than Excluded Foreign
Restricted Subsidiaries) after the Effective Date and (y) the aggregate amount
of all cash dividends and other cash distributions on common stock paid by
Excluded Foreign Restricted Subsidiaries to the Borrower and its Restricted
Subsidiaries (other than Excluded Foreign Restricted Subsidiaries) after the
Effective Date.

                  "Net Maximum Exposure Reduction" shall mean, for any period,
the Maximum Exposure during such period less the sum of (i) the Total Revolving
Loan Commitment on the last day of such period and (ii) an amount equal to the
aggregate amount of reductions to the Total Revolving Loan Commitment during
such period pursuant to Section 3.03(d).

                  "Non-Defaulting Bank" shall mean each Bank other than a
Defaulting Bank.

                  "Non-Facility Letter of Credit Outstandings" shall mean, at
any time, the sum of (i) the aggregate maximum amount available to be drawn
(regardless of whether any conditions for drawing could then be met) under all
outstanding Non-Facility Letters of Credit and (ii) the aggregate amount of all
Non-Facility Unpaid Drawings.

                  "Non-Facility Letters of Credit" shall mean each letter of
credit (other than any Letter of Credit issued pursuant to this Agreement)
issued for the account of the Borrower or any of its Restricted Subsidiaries,
provided that the reimbursement obligations of the Borrower or such Restricted
Subsidiary with respect to such letter of credit may be secured only to the
extent permitted by Section 8.03(p).

                                      -72-
<PAGE>

                  "Non-Facility Unpaid Drawings" shall mean all amounts paid or
disbursed by the issuers of Non-Facility Letters of Credit which have not been
reimbursed.

                  "Non-Guarantor Designation" shall mean and include each of (x)
the designation by the Borrower of any newly created or acquired Partially-Owned
Restricted Subsidiary and (y) the redesignation of any existing Partially-Owned
Restricted Subsidiary which is a Subsidiary Guarantor, in each case, as an
Excluded Domestic Restricted Subsidiary by delivery of a written notice to the
Administrative Agent of such designation or redesignation, as the case may be;
provided that the Borrower may only make a Non-Guarantor Designation hereunder
if, at the time of such designation (i) no Default or Event of Default exists or
would result therefrom and (ii) the Borrower shall have determined, with respect
to such designation, that the Borrower and its Restricted Subsidiaries would
have been in compliance, on a Pro Forma Basis, with Sections 8.09, 8.10 and 8.11
of this Agreement.

                  "Note" shall mean and include each promissory note, in the
form agreed by the Borrower and the Administrative Agent prior to the Effective
Date, to the extent issued pursuant to Section 1.05(b) hereof.

                  "Notice of Borrowing" shall have the meaning provided in
Section 1.03(a).

                  "Notice of Conversion" shall have the meaning provided in
Section 1.06.

                  "Notice Office" shall mean the office of the Administrative
Agent at 270 Park Avenue, New York, New York 10017, or such other office as the
Administrative Agent may designate to the Borrower and the Banks from time to
time.

                  "Obligations" shall mean all amounts, direct or indirect,
contingent or absolute, of every type or description, and at any time existing,
owing to the Administrative Agent or any Bank pursuant to the terms of this
Agreement or any other Credit Document.

                  "Partially-Owned Restricted Subsidiary" shall mean any
Restricted Subsidiary of the Borrower to the extent that the Borrower and its
Wholly-Owned Restricted Subsidiaries shall own less than 100% of the capital
stock of such Restricted Subsidiary.

                  "Participant" shall have the meaning provided in Section
2.05(a).

                  "Payment Office" shall mean the office of the Administrative
Agent at 270 Park Avenue, New York, New York 10017, or such other office as the
Administrative Agent may designate to the Borrower and the Banks from time to
time.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
established pursuant to Section 4002 of ERISA, or any successor thereto.

                  "Permitted Acquisition" shall have the meaning provided in
Section 8.02(g).

                  "Permitted Amendments" shall mean, to any amendment or
supplement to or waiver of the documents governing or evidencing (x) any issue
of Indebtedness which does not

                                      -73-
<PAGE>

(i) add, directly or indirectly, any new covenant, event of default, collateral
requirement or repayment requirement (including pursuant to any put
arrangement), (ii) modify in any manner materially adverse to the issuer or
guarantors thereof any existing covenant, event of default, collateral
requirement or repayment requirement (including any shortening or any
amortization requirements), (iii) increase the interest rate thereon or modify
in any manner the time or manner of payment of such interest (including any
option or right to pay such interest in kind), (iv) modify any of the
subordination provisions or (v) contain any provision which, in the opinion of
the Administrative Agent, is materially adverse to the interests of the Banks,
(y) any issue of Preferred Stock which does not (i) add, directly or indirectly,
any new covenant, default, voting, redemption, exchange or put provision, (ii)
modify in any manner adverse to the issuer thereof any existing covenant,
default, voting, redemption, exchange or put provision, (iii) increase the
dividend rate thereon or modify in any manner the time or manner of payment of
such dividends (including any option or right to pay such dividends in kind) or
(iv) contain any provision which, in the opinion of the Administrative Agent, is
materially adverse to the interests of the Banks or (z) the sole effect of which
is to (i) delete covenants or events of default and/or (ii) add to, or increase
existing, exceptions to the covenants contained therein, or waive any of the
covenants contained therein or any rights of the holders of such Indebtedness or
Preferred Stock, as the case may be, set forth therein.

                  "Permitted Liens" shall have the meaning provided in Section
8.03(c).

                  "Permitted Refinancing Debt" shall mean Indebtedness issued in
connection with a refinancing of any or all of the Existing Debt, the
Subordinated Exchange Debentures, any Additional Indebtedness or any other
Permitted Refinancing Debt; provided that (i) such Indebtedness has a longer
average life than the Indebtedness being refinanced and (ii) such Indebtedness,
and the agreements and other documents entered into by the Borrower and/or any
of its Restricted Subsidiaries in connection therewith shall contain terms and
conditions (including, without limitation, with respect to the obligor and
guarantors, if any, in respect of such Indebtedness, amortization schedules,
interest rates, redemption provisions, covenants, defaults, security, remedies
and, if the Indebtedness so refinanced is subordinated to any other Indebtedness
of the Borrower or its Restricted Subsidiaries, subordination provisions) not
materially less favorable to the Borrower and its Restricted Subsidiaries or to
the Banks than the terms and conditions of the Indebtedness so refinanced
(excluding, for purposes of this clause (ii), the impact of market conditions on
the interest rate and other economic terms).

                  "Permitted Replacement Preferred Stock" shall mean preferred
stock of the Borrower issued in connection with the replacement and cancellation
of any outstanding Preferred Stock; provided that such preferred stock and the
agreements, certificates of designation and other documents entered into by the
Borrower in connection therewith shall contain terms and conditions (including,
without limitation, dividend rates, pay-in-kind features, redemption provisions,
put rights, liquidation preferences, voting rights and exchange rights) not
materially less favorable to the Borrower or to the Banks than the terms and
conditions of the preferred stock being replaced (excluding the impact of market
conditions on the dividend rate and other economic terms), as such preferred
stock may be amended, modified or supplemented from time to time in accordance
with the terms hereof and thereof.

                                      -74-
<PAGE>

                  "Permitted Restricted Asset Sale" shall mean any sale,
transfer or other disposition by the Borrower or any of its Restricted
Subsidiaries to any Unrestricted Subsidiary of any asset (including, without
limitation, any capital stock or other securities of another Person, but
excluding any sale, transfer or other disposition by the Borrower of its capital
stock) of the Borrower or such Restricted Subsidiary; provided that the Borrower
or such Restricted Subsidiary shall only be permitted to effectuate a Permitted
Restricted Asset Sale so long as (i) no Default or Event of Default exists or
would result therefrom, (ii) the Borrower shall have delivered to the
Administrative Agent the opinion of value of an Appraisal Firm to the extent
required by Section 8.02(c) and (iii) the Borrower shall have, or shall have
caused such Restricted Subsidiary to have, complied with the other terms and
conditions of Section 8.02(c) or (j), as the case may be.

                  "Permitted Restricted Subsidiary Conversion" shall mean the
redesignation by the Borrower of a Restricted Subsidiary of the Borrower as an
Unrestricted Subsidiary of the Borrower pursuant to a written notice to the
Administrative Agent and the Banks; provided that any such redesignation of a
Restricted Subsidiary as an Unrestricted Subsidiary shall be deemed to
constitute a sale of all of the assets of the respective Restricted Subsidiary
for all purposes of this Agreement; provided further, that the Borrower shall
only be permitted to effectuate a Permitted Restricted Subsidiary Conversion so
long as (i) no Default or Event of Default exists or would result therefrom,
(ii) the Borrower shall have delivered to the Administrative Agent the opinion
of value of management of the Borrower or, to the extent required by Section
8.02(c), the Appraisal Firm required by such Section (the value set forth in any
such opinion, the "Conversion Value Amount"), (iii) the Borrower shall have
complied with the other terms and conditions of Section 8.02(c) or (j), as the
case may be, (iv) the Aggregate Conversion Amount at such time, when added to
the Unrestricted Subsidiary Investment Amount at such time shall not exceed the
Unrestricted Subsidiary Investment Limit then in effect, and (v) the Borrower
shall have determined, with respect to such conversion, that the Borrower and
its Restricted Subsidiaries would have been in compliance, on a Pro Forma Basis,
with Sections 8.09, 8.10 and 8.11 of this Agreement.

                  "Person" shall mean any individual, partnership, joint
venture, firm, corporation, association, trust or other enterprise or any
government or political subdivision or any agency, department or instrumentality
thereof.

                  "Plan" shall mean any multiemployer or single-employer plan,
as defined in Section 4001 of ERISA, which is maintained or contributed to by
(or to which there is an obligation to contribute of) the Borrower, any
Restricted Subsidiary or an ERISA Affiliate, and each such plan for the five
year period immediately following the latest date on which the Borrower, any
Restricted Subsidiary or an ERISA Affiliate maintained, contributed to or had an
obligation to contribute to such plan.

                  "Pledge Agreement" shall have the meaning provided in Section
5.01(l).

                  "Preferred Stock" shall mean and include the Existing
Preferred Stock and, once issued, any Additional Preferred Stock and any
Permitted Replacement Preferred Stock.

                                      -75-
<PAGE>

                  "Prescribed Forms" shall mean (i) two accurate and complete
original signed copies of Internal Revenue Service Form W-8ECI or Form W-8BEN
(with respect to the benefits of any income tax treaty) (or successor forms), or
(ii) if the Bank is not a "bank" within the meaning of Section 881(c)(3)(A) of
the Code, (x) a certificate substantially in the form of Exhibit I (any such
certificate, a "Section 4.04(b) Certificate") and (y) two accurate and complete
original signed copies of Internal Revenue Service Form W-8BEN (with respect to
the portfolio interest exemption)(or successor form).

                  "Prime Lending Rate" shall mean the rate which the
Administrative Agent announces from time to time as its prime commercial lending
rate, the Prime Lending Rate to change when and as such prime commercial lending
rate changes. The Prime Lending Rate is a reference rate and does not
necessarily represent the lowest or best rate actually charged to any customer.
The Administrative Agent may make commercial loans or other loans at rates of
interest at, above or below the Prime Lending Rate.

                  "Pro Forma Basis" shall mean, with respect to each Affected
Transaction in connection with which any calculation of compliance with any
financial covenant or financial term is required, the calculation thereof on a
pro forma basis, for the Test Period ended on the last day of the most recently
ended fiscal quarter, determined as if (x) such Affected Transaction, each other
Affected Transaction effected by Borrower during the Affected Period and any
reduction of Consolidated Debt during such Affected Period effected with the
proceeds received by the Borrower and/or its Restricted Subsidiaries of (A) the
issuance of common equity by the Borrower or (B) the sale of the capital stock
or other ownership interest of the Borrower in an Unrestricted Subsidiary (to
the extent not otherwise included in Consolidated EBITDA), in each case, had
occurred on the first day of such Affected Period, and (y) with respect to any
Affected Transaction involving the issuance of Indebtedness or Preferred Stock,
such Indebtedness and/or Preferred Stock had remained outstanding at all times
during such Affected Period.

                  "Pro Rata Share" shall mean, for each Bank, (i) with respect
to Term Loans A, the percentage obtained by dividing such Bank's outstanding
Term Loans A (if any) by the aggregate of all outstanding Term Loans A, (ii)
with respect to Term Loans B, the percentage obtained by dividing such Bank's
outstanding Term Loans B (if any) by the aggregate of all outstanding Term Loans
B and (iii) with respect to Revolving Loans, the percentage obtained by dividing
such Bank's Revolving Loan Commitment (if any) by the Total Revolving Loan
Commitment; provided that, if at any time of the determination of a Bank's "Pro
Rata Share," any Commitments under a Tranche under this Agreement shall have
been terminated, Pro Rata Share shall be calculated with reference to the amount
of Loans outstanding under such Tranche rather than such Commitments.

                  "Real Property" of any Person shall mean all of the right,
title and interest of such Person in and to land, improvements and fixtures,
including Leaseholds.

                  "Register" shall have the meaning provided in Section 1.05(a).

                                      -76-
<PAGE>

                  "Regulation D" shall mean Regulation D of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

                  "Regulation T" shall mean Regulation T of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing Margin requirements.

                  "Regulation U" shall mean Regulation U of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing margin requirements.

                  "Regulation X" shall mean Regulation X of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing margin requirements.

                  "Remaining Net Cash Proceeds" shall mean, with respect to any
Asset Sale, at any time, an amount equal to the Net Cash Proceeds from such
Asset Sale theretofore received by the Borrower and/or its Restricted
Subsidiaries minus the portion, if any, of such Net Cash Proceeds theretofore
expended by the Borrower or any of its Restricted Subsidiaries in furtherance of
the purchase, construction or other acquisition of assets to be employed in,
and/or the capital stock of any Person engaged in, the Business.

                  "Replaced Bank" shall have the meaning provided in Section
1.10(c)(ii).

                  "Replacement Bank" shall have the meaning provided in Section
1.10(c)(ii).

                  "Reportable Event" shall mean an event described in Section
4043(c) of ERISA with respect to a Plan other than those events as to which the
30-day notice is waived under subsection .22, .23, .25, .27 or .28 of PBGC
Regulation Section 4043.

                  "Required Banks" shall mean Non-Defaulting Banks whose
outstanding (a) Term Loans A (or, if prior to the Initial Borrowing Date, Term
Loan A Commitments), (b) Term Loans B and (c) outstanding Revolving Loan
Commitments (or, if after the Total Revolving Loan Commitment has been
terminated, outstanding Revolving Loans and Adjusted Percentages of Swingline
Loans and Letter of Credit Outstandings) constitute more than 50% of the sum of
(i) all outstanding Term Loans A (or, if prior to the Initial Borrowing Date,
Term Loan A Commitments) of Non-Defaulting Banks plus (ii) all outstanding Term
Loans B of Non-Defaulting Banks plus (iii) the Adjusted Total Revolving Loan
Commitment (or, if after the Total Revolving Loan Commitment has been
terminated, the total outstanding Revolving Loans of Non-Defaulting Banks and
the aggregate Adjusted Percentages of all Non-Defaulting Banks of the total
outstanding Swingline Loans and Letter of Credit Outstandings at such time).

                  "Required Delivery Date" shall have the meaning provided in
the definition of Applicable Margin.

                                      -77-
<PAGE>

                  "Restricted Subsidiaries" shall mean (x) all of the
Subsidiaries of the Borrower in existence on the Effective Date (other than
those listed on Annex VIII), (y) any Subsidiary owned (directly or indirectly)
by the Borrower that is created, established or acquired after the Effective
Date and which does not constitute an Unrestricted Subsidiary on the date of the
creation, establishment and/or acquisition thereof and (z) any Unrestricted
Subsidiary of the Borrower to the extent designated by the Borrower as a
Restricted Subsidiary hereunder by written notice to the Administrative Agent;
provided that the Borrower shall only be permitted to so designate a new
Restricted Subsidiary so long as (i) no Default or Event of Default exists or
would result therefrom, (ii) more than 50% of the capital stock of such
newly-designated Restricted Subsidiary is owned by the Borrower or one or more
Wholly-Owned Restricted Subsidiaries and all of the applicable provisions of
Section 8.14 shall have been complied with in respect of such newly-designated
Restricted Subsidiary, (iii) the Borrower shall have determined, with respect to
such designation, that the Borrower and its Restricted Subsidiaries would have
been in compliance, on a Pro Forma Basis, with Sections 8.09, 8.10 and 8.11 of
this Agreement and (iv) such Unrestricted Subsidiary is permitted to be
designated a Restricted Subsidiary pursuant to the Senior Note Documents;
provided further, that, at the time of any Permitted Restricted Subsidiary
Conversion or the sale of 100% of the capital stock owned by the Borrower or any
Restricted Subsidiary of a Restricted Subsidiary to an Unrestricted Subsidiary
pursuant to a Permitted Restricted Asset Sale, the Restricted Subsidiary so
converted or sold shall no longer constitute a Restricted Subsidiary hereunder.

                  "Revolving Loan" shall have the meaning provided in Section
1.01(c).

                   "Revolving Loan Commitment" shall mean, with respect to each
Bank, the amount set forth opposite such Bank's name in Annex I hereto directly
below the column entitled "Revolving Loan Commitment", as same may be reduced
from time to time pursuant to Sections 3.02, 3.03 and/or 9.

                  "Revolving Loan Maturity Date" shall mean the earlier of (a)
June 30, 2008 and (b) the Early Maturity Date.

                  "Revolving Loan Percentage" shall mean at any time for each
Bank the percentage obtained by dividing such Bank's Revolving Loan Commitment
(if any) by the Total Revolving Loan Commitment; PROVIDED that at any time when
the Total Revolving Loan Commitment shall have been terminated, each Bank's
Revolving Loan Percentage shall be the percentage obtained by dividing such
Bank's Revolving Loan Commitment (if any) immediately prior to such termination
by the Total Revolving Loan Commitment immediately prior to such termination.

                  "S&P" shall have the meaning provided in the definition of
Cash Equivalents.

                  "Scheduled Revolving Loan Commitment Reduction" shall have the
meaning provided in Section 3.03(a).

                  "Scheduled Revolving Loan Commitment Reduction Date" shall
have the meaning provided in Section 3.03(a).

                                      -78-
<PAGE>

                  "Scheduled TLA Repayment" shall have the meaning provided in
Section 4.02(b).

                  "Scheduled TLA Repayment Date" shall have the meaning provided
in Section 4.02(b).

                  "Scheduled TLB Repayment" shall have the meaning provided in
Section 4.02(c).

                  "Scheduled TLB Repayment Date" shall have the meaning provided
in Section 4.02(c).

                  "SEC" shall mean the Securities and Exchange Commission or any
successor thereto.

                  "Section 7.01 Financials" shall mean the financial statements
delivered, or to be delivered, pursuant to Section 7.01(a) or (b).

                  "Secured Creditors" shall have the meaning assigned that term
in the Pledge Agreement.

                  "Securities Act" shall have the meaning provided in Section
8.04(h).

                  "Senior Note Documents" shall mean and include each of the
documents and other agreements entered into by the Borrower or any of its
Subsidiaries (including, without limitation, the indentures pursuant to which
each issuance of the Senior Notes are issued and any guaranty or guaranties
relating thereto) relating to the issuance by the Borrower of any Senior Notes,
as in effect on the Initial Borrowing Date and as the same may be modified,
supplemented or amended from time to time pursuant to the terms hereof and
thereof.

                  "Senior Notes" shall mean and include the Borrower's (a)
7-5/8% Senior Secured Notes due 2008, (b) 10-1/4% Senior Notes due 2004, (c)
8-1/2% Senior Notes due 2006, and (d) the 8-7/8% Senior Notes due 2011, in each
case, as in effect on the Effective Date and as the same may be modified,
supplemented or amended from time to time pursuant to the terms hereof and
thereof.

                  "Series D Preferred Stock" shall mean the Borrower's $10.00
Series D Exchangeable Preferred Stock, as in effect on the Initial Borrowing
Date and as the same may be modified, supplemented or amended from time to time
pursuant to the terms hereof and thereof.

                  "Series F Preferred Stock" shall mean the Borrower's $9.20
Series F Exchangeable Preferred Stock, as in effect on the Initial Borrowing
Date and as the same may be modified, supplemented or amended from time to time
pursuant to the terms hereof and thereof.

                  "Series H Preferred Stock" shall mean the Borrower's $8.625
Series H Exchangeable Preferred Stock, as in effect on the Initial Borrowing
Date and as the same may be modified, supplemented or amended from time to time
pursuant to the terms hereof and thereof.

                                      -79-
<PAGE>

                  "Specified Change of Control Event" shall mean a Change of
Control Event of the type described in clause (a) of the definition thereof.

                  "Stated Amount" of each Letter of Credit shall mean the
maximum amount available to be drawn thereunder (regardless of whether any
conditions for drawing could then be met).

                  "Subordinated Exchange Debentures" shall mean and include the
Borrower's (x) 10% Class D Subordinated Exchange Debentures due 2008, (y) 9.20%
Class F Subordinated Exchange Debentures due 2009 and (z) 8-5/8% Class H
Subordinated Exchange Debentures due 2010, in each case, in the form delivered
to the Banks on the Initial Borrowing Date and as the same may be modified,
supplemented or amended from time to time pursuant to the terms hereof and
thereof.
                  "Subsidiary" of any Person shall mean and include (i) any
corporation more than 50% of whose stock of any class or classes having by the
terms thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such Person directly
or indirectly through Subsidiaries and (ii) any partnership, association, joint
venture or other entity in which such Person directly or indirectly through
Subsidiaries, has more than a 50% equity interest at the time.

                  "Subsidiary Guarantor" shall mean (i) each Restricted
Subsidiary in existence on the Initial Borrowing Date (other than Excluded
Foreign Restricted Subsidiaries) and (ii) each Restricted Subsidiary of the
Borrower formed after the Initial Borrowing Date and each Excluded Domestic
Restricted Subsidiary designated as such by the Borrower, in each case, which
has executed and delivered a counterpart of the Subsidiary Guaranty to the
Administrative Agent on behalf of the Banks, provided that any such Restricted
Subsidiary which is a Partially-Owned Restricted Subsidiary shall cease to
constitute a Subsidiary Guarantor to the extent the Borrower shall have made a
Non-Guarantor Designation with respect to such Subsidiary in accordance with the
terms hereof.

                  "Subsidiary Guaranty" shall have the meaning provided in
Section 5.01(e).

                  "Swingline Expiry Date" shall mean the date which is five
Business Days prior to the Revolving Loan Maturity Date.

                  "Swingline Loan" shall have the meaning provided in Section
1.01(d).

                  "Syndication Agent" shall have the meaning provided in the
first paragraph of this Agreement.

                  "Taxes" shall have the meaning provided in Section 4.04.

                  "Term Loan A" shall have the meaning provided in Section
1.01(a).

                                      -80-
<PAGE>

                  "Term Loan A Commitment" shall mean, with respect to each
Bank, the amount set forth opposite such Bank's name in Annex I hereto directly
below the column entitled "Term Loan A Commitment," as same may be reduced from
time to time pursuant to Sections 3.03 and/or 9.

                  "Term Loan A Facility Percentage" shall mean, at any time, a
fraction (expressed as a percentage) the numerator of which is equal to the
aggregate principal amount of all Term Loans A outstanding at such time and the
denominator of which is equal to the sum of (x) the aggregate principal amount
of Term Loans A outstanding at such time, and (y) the aggregate principal amount
of Term Loans B then outstanding at such time.

                  "Term Loan B Facility Percentage" shall mean, at any time, a
fraction (expressed as a percentage) the numerator of which is equal to the
aggregate principal amount of all Term Loans B outstanding at such time and the
denominator of which is equal to the sum of (x) the aggregate principal amount
of Term Loans A outstanding at such time, and (y) the aggregate principal amount
of Term Loans B outstanding at such time.

                  "Term Loan A Maturity Date" shall mean the earlier of (a) June
30, 2008 and (b) the Early Maturity Date.

                  "Term Loan B" shall have the meaning provided in Section
1.01(b).

                  "Term Loan B Commitment" shall mean, with respect to each
Bank, the amount set forth opposite such Bank's name in Annex I hereto directly
below the column entitled " Term Loan B Commitment," as same may be reduced from
time to time pursuant to Sections 3.03 and/or 9.

                  "Term Loan B Maturity Date" shall mean the earlier of (a) June
30, 2009 and (b) the Early Maturity Date.

                  "Test Period" shall mean the four consecutive fiscal quarters
of the Borrower then last ended.

                  "Total Commitment" shall mean, at any time, the sum of the
Commitments of each of the Banks.

                  "Total Revolving Loan Commitment" shall mean, at any time, the
sum of the Revolving Loan Commitments of each of the Banks.

                  "Total Term Loan A Commitment" shall mean, at any time, the
sum of the Term Loan A Commitments of each of the Banks.

                  "Total Term Loan B Commitment" shall mean, at any time, the
sum of the Term Loan B Commitments of each of the Banks.

                  "Total Unutilized Revolving Loan Commitment" shall mean, at
any time, (i) the Total Revolving Loan Commitment at such time less (ii) the sum
of the aggregate principal

                                      -81-
<PAGE>

amount of all Revolving Loans and Swingline Loans at such time, plus the Letter
of Credit Outstandings at such time.

                  "Tranche" shall mean the respective facility and commitments
utilized in making Loans hereunder, with there being four separate Tranches,
i.e., the Term Loans A, the Term Loans B, the Revolving Loans and the Swingline
Loans.

                  "Type" shall mean any type of Loan determined with respect to
the interest option applicable thereto, i.e., a Base Rate Loan or Eurodollar
Loan.

                  "UCC" shall mean the Uniform Commercial Code as in effect in
the State of New York.

                  "Unfunded Current Liability" of any Plan shall mean the
amount, if any, by which the actuarial present value of the accumulated plan
benefits under such Plan as of the close of its most recent plan year exceeds
the fair market value of the assets allocable thereto, each determined in
accordance with Statement of Financial Accounting Standards No. 87, based upon
the actuarial assumptions used by the Plan's actuary in the most recent annual
valuation of the Plan.

                  "Unpaid Drawing" shall have the meaning provided in Section
2.04(a).

                  "Unrestricted Subsidiary" shall mean (i) each Subsidiary of
the Borrower listed on Annex VIII hereto, (ii) any Subsidiary of the Borrower
that is formed or acquired after Effective Date, which is funded through loans,
advances and/ or capital contributions as permitted by, and in compliance with,
Section 8.05(d), provided that at the time of the initial loan, advance or
capital contribution by the Borrower or any Restricted Subsidiary to such
Subsidiary (x) the Borrower designates such Subsidiary as an Unrestricted
Subsidiary in a written notice to the Administrative Agent and (y) such
Subsidiary and the Borrower shall have entered into a tax sharing agreement in
form and substance reasonably satisfactory to the Administrative Agent, (ii) any
Restricted Subsidiary of the Borrower redesignated as an Unrestricted Subsidiary
pursuant to a Permitted Restricted Subsidiary Conversion and any Restricted
Subsidiary sold to an Unrestricted Subsidiary pursuant to a Permitted Restricted
Asset Sale, in each case to the extent consummated in accordance with the terms
of the respective definitions thereof and Section 8.02(c) or 8.02(j), as the
case may be, and (iii) each Subsidiary of an Unrestricted Subsidiary; provided
that, at the time of any designation of the type described in clause (z) of the
definition of "Restricted Subsidiary," the Subsidiary so designated shall no
longer constitute an Unrestricted Subsidiary hereunder.

                  "Unrestricted Subsidiary Investment Amount" shall have the
meaning provided in Section 8.05(d).

                  "Unrestricted Subsidiary Investment Limit" shall mean, at any
time, the sum of (i) $350,000,000, (ii) the Excess Cash Flow Amount at such
time, (iii) an amount equal to all cash or other payments received by the
Borrower and its Restricted Subsidiaries from Unrestricted Subsidiaries from
dividends or distributions after the Effective Date (provided that for purposes


                                      -82-
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of this clause (iii), cash and other payments received by a Partially-Owned
Restricted Subsidiary shall be added to the Unrestricted Subsidiary Investment
Limit only to the extent of the equity percentage ownership of the Borrower in
such Partially-Owned Restricted Subsidiary), plus (iv) an amount equal to the
aggregate net proceeds received by the Borrower from the issuance of equity
securities of the Borrower after the Effective Date, provided that if the net
proceeds from any such equity issuance are not utilized to make a loan or
advance to, or a cash capital contribution in, an Unrestricted Subsidiary
pursuant to Section 8.05(d) within 90 days following the date of such equity
issuance, then the net proceeds from such equity issuance shall no longer be
added to the Unrestricted Subsidiary Investment Limit.

                  "U.S. Dollars" and "$" shall mean freely transferable lawful
money of the United States of America.

                  "Wholly-Owned Restricted Subsidiary" shall mean any Restricted
Subsidiary of the Borrower which is not a Partially-Owned Restricted Subsidiary.

                  "Working Capital" shall mean the excess of Consolidated
Current Assets over Consolidated Current Liabilities.

                  "Written" or "in writing" shall mean any form of written
communication or a communication by means of telex, telecopier device, telegraph
or cable.

                  SECTION 11. The Administrative Agent.

                  11.01 APPOINTMENT. Each Bank hereby irrevocably designates and
appoints Chase as Administrative Agent of such Bank (such term to include for
purposes of this Section 11, Chase acting as Collateral Agent) and to act as
specified herein and in the other Credit Documents, and each such Bank hereby
irrevocably authorizes Chase as the Administrative Agent for such Bank, to take
such action on its behalf under the provisions of this Agreement and the other
Credit Documents and to exercise such powers and perform such duties as are
expressly delegated to the Administrative Agent by the terms of this Agreement
and the other Credit Documents, together with such other powers as are
reasonably incidental thereto. The Administrative Agent agrees to act as such
upon the express conditions contained in this Section 11. Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those expressly set forth
herein or in the other Credit Documents, or any fiduciary relationship with any
Bank, and no implied covenants, functions, responsibilities, duties, obligations
or liabilities shall be read into this Agreement or otherwise exist against the
Administrative Agent. The provisions of this Section 11 are solely for the
benefit of the Administrative Agent and the Banks, and neither the Borrower nor
any of its Subsidiaries shall have any rights as a third party beneficiary of
any of the provisions hereof. In performing its functions and duties under this
Agreement, the Administrative Agent shall act solely as agent of the Banks and
the Administrative Agent neither assumes and nor shall it be deemed to have
assumed any obligation or relationship of agency or trust with or for the
Borrower or any of its Subsidiaries.

                                      -83-
<PAGE>

                  11.02 DELEGATION OF DUTIES. The Administrative Agent may
execute any of its duties under this Agreement or any other Credit Document by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care except to the extent
otherwise required by Section 11.03.

                  11.03 EXCULPATORY PROVISIONS. Neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates shall be (i) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or the
other Credit Documents (except for its or such Person's own gross negligence or
willful misconduct) or (ii) responsible in any manner to any of the Banks for
any recitals, statements, representations or warranties made by the Borrower,
any of its Subsidiaries or any of their respective officers contained in this
Agreement or the other Credit Documents or in any certificate, report, statement
or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Credit Document or for any failure of the Borrower or any of its Subsidiaries or
any of their respective officers to perform its obligations hereunder or
thereunder. The Administrative Agent shall not be under any obligation to any
Bank to ascertain or to inquire as to the observance or performance of any of
the agreements contained in, or conditions of, this Agreement or the other
Credit Documents, or to inspect the properties, books or records of the Borrower
or any of its Subsidiaries. The Administrative Agent shall not be responsible to
any Bank for the effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency of this Agreement or any other Credit Document or
for any representations, warranties, recitals or statements made herein or
therein or made in any written or oral statement or in any financial or other
statements, instruments, reports, certificates or any other documents in
connection herewith or therewith furnished or made by the Administrative Agent
to the Banks or by or on behalf of the Borrower to the Administrative Agent, or
any Bank or be required to ascertain or inquire as to the performance or
observance of any of the terms, conditions, provisions, covenants or agreements
contained herein or therein or as to the use of the proceeds of the Loans or of
the existence or possible existence of any Default or Event of Default.

                  11.04 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any note, writing, resolution, notice, consent, certificate, affidavit, letter,
cablegram, telegram, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the
Administrative Agent. The Administrative Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Credit
Document unless it shall first receive such advice or concurrence of the
Required Banks as it deems appropriate or it shall first be indemnified to its
satisfaction by the Banks against any and all liability and expense which may be
incurred by it by reason of taking or continuing to take any such action. The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Credit Documents in
accordance

                                      -84-
<PAGE>

with a request of the Required Banks, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Banks.

                  11.05 NOTICE OF DEFAULT. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has actually received notice
from a Bank or the Borrower referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a "notice of default." In
the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give prompt notice thereof to the Banks. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Banks; PROVIDED
that, unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the Banks.

                  11.06 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER BANKS.
Each Bank expressly acknowledges that neither the Administrative Agent nor any
of its respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
the Administrative Agent hereinafter taken, including any review of the affairs
of the Borrower or any of its Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Bank. Each Bank
represents to the Administrative Agent that it has, independently and without
reliance upon the Administrative Agent or any other Bank, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, assets, operations, property, financial
and other condition, prospects and creditworthiness of the Borrower and its
Subsidiaries and made its own decision to make its Loans hereunder and enter
into this Agreement. Each Bank also represents that it will, independently and
without reliance upon the Administrative Agent or any other Bank, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement, and to make such investigation as it
deems necessary to inform itself as to the business, assets, operations,
property, financial and other condition, prospects and creditworthiness of the
Borrower and its Subsidiaries. The Administrative Agent shall not have any duty
or responsibility to provide any Bank with any credit or other information
concerning the business, operations, assets, property, financial and other
condition, prospects or creditworthiness of the Borrower or any of its
Subsidiaries which may come into the possession of the Administrative Agent or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.

                  11.07 INDEMNIFICATION. The Banks agree to indemnify the
Administrative Agent in its capacity as such ratably according to their
respective "percentages" (which shall equal, for each Non-Defaulting Bank, that
percentage determined by dividing (i) the sum of (x) such Bank's Revolving Loan
Commitment and (y) the outstanding principal amount of such Bank's Term Loans A
and Term Loans B by (ii) the sum of (x) the Adjusted Total Revolving Loan
Commitment and (y) the total aggregate principal amount of Term Loans A and Term
Loans B LESS any outstanding Term Loans A and Term Loans B of Defaulting Banks,
it being understood and agreed that references herein to Revolving Loan
Commitments (as well as to the Adjusted


                                      -85-
<PAGE>

Total Revolving Loan Commitment) at a time when any such Commitment has been
terminated shall be references to such terminated Commitment as in effect
immediately prior to such termination), from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, reasonable expenses or disbursements of any kind whatsoever which may at
any time (including, without limitation, at any time following the payment of
the Obligations) be imposed on, incurred by or asserted against the
Administrative Agent in its capacity as such in any way relating to or arising
out of this Agreement or any other Credit Document, or any documents
contemplated by or referred to herein or the transactions contemplated hereby or
any action taken or omitted to be taken by the Administrative Agent under or in
connection with any of the foregoing, but only to the extent that any of the
foregoing is not paid by the Borrower or any of its Subsidiaries; PROVIDED that
no Bank shall be liable to the Administrative Agent for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Administrative Agent. If and to the
extent any amount paid to the Administrative Agent is subsequently recovered by
the Administrative Agent against the Borrower or any of its Subsidiaries, the
Administrative Agent shall promptly pay to each Bank to the extent such Bank
paid the Administrative Agent, its "percentage" of the amount so recovered. If
any indemnity furnished to the Administrative Agent for any purpose shall, in
the opinion of the Administrative Agent be insufficient or become impaired, the
Administrative Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished. The agreements in this Section 11.07 shall survive the payment of all
Obligations.

                  11.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The
Administrative Agent and its respective affiliates may make loans to, accept
deposits from and generally engage in any kind of business with the Borrower and
its Subsidiaries as though the Administrative Agent were not the Administrative
Agent hereunder. With respect to the Loans made by it and all Obligations owing
to it, the Administrative Agent shall have the same rights and powers under this
Agreement as any Bank and may exercise the same as though it were not the
Administrative Agent, and the terms "Bank" and "Banks" shall include the
Administrative Agent in its individual capacity.

                  11.09 HOLDERS. The Administrative Agent may deem and treat the
payee of any Note which has been issued hereunder as the owner thereof for all
purposes hereof unless and until a written notice of the assignment, transfer or
endorsement thereof, as the case may be, shall have been filed with the
Administrative Agent. Any request, authority or consent of any Person or entity
who, at the time of making such request or giving such authority or consent, is
the holder of any such Note shall be conclusive and binding on any subsequent
holder, transferee, assignee or indorsee, as the case may be, of such Note or of
any Note or Notes issued in exchange therefor.

                  11.10 RESIGNATION OF THE ADMINISTRATIVE AGENT; SUCCESSOR
AGENT. The Administrative Agent may resign as the Administrative Agent upon 20
days' notice to the Banks. Upon the resignation of the Administrative Agent, the
Required Banks shall appoint from among the Banks a successor Administrative
Agent for the Banks subject to prior approval by the Borrower (such approval not
to be unreasonably withheld), whereupon such successor agent shall


                                      -86-
<PAGE>

succeed to the rights, powers and duties of the Administrative Agent, and the
term "Administrative Agent" shall include such successor agent effective upon
its appointment, and the resigning Administrative Agent's rights, powers and
duties as the Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement. After the resignation of the Administrative Agent
hereunder, the provisions of this Section 11 shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement.


                  SECTION 12.  MISCELLANEOUS.

                  12.01 PAYMENT OF EXPENSES, ETC. The Borrower agrees to: (i)
whether or not the transactions herein contemplated are consummated, pay all
reasonable out-of-pocket costs and expenses of the Administrative Agent
(including, without limitation, the reasonable fees and disbursements of White &
Case LLP) in connection with the negotiation, preparation, execution and
delivery of the Credit Documents and the documents and instruments referred to
therein and any amendment, waiver or consent relating thereto and in connection
with the Administrative Agent's syndication efforts with respect to this
Agreement; (ii) pay all reasonable out-of-pocket costs and expenses of the
Administrative Agent, the Letter of Credit Issuer and each of the Banks in
connection with the enforcement of the Credit Documents and the documents and
instruments referred to therein and, after an Event of Default shall have
occurred and be continuing, the protection of the rights of the Administrative
Agent, the Letter of Credit Issuer and each of the Banks thereunder (including,
without limitation, the reasonable fees and disbursements of counsel (including
in-house counsel) for the Administrative Agent, the Letter of Credit Issuer and
for each of the Banks); (iii) pay and hold each of the Banks harmless from and
against any and all present and future stamp and other similar taxes with
respect to the foregoing matters and save each of the Banks harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission (other than to the extent attributable to such Bank) to pay such taxes;
and (iv) indemnify the Administrative Agent, the Letter of Credit Issuer and
each Bank, its officers, directors, employees, representatives and agents from
and hold each of them harmless against any and all losses, liabilities, claims,
damages or expenses incurred by any of them as a result of, or arising out of,
or in any way related to, or by reason of, any investigation, litigation or
other proceeding (whether or not the Administrative Agent, the Letter of Credit
Issuer or any Bank is a party thereto) related to the entering into and/or
performance of any Credit Document or the use of the proceeds of any Loans or
Letter of Credit hereunder or the consummation of any other transactions
contemplated in any Credit Document including, without limitation, the
reasonable fees and disbursements of counsel incurred in connection with any
such investigation, litigation or other proceeding (but excluding any such
losses, liabilities, claims, damages or expenses to the extent incurred by
reason of the gross negligence or willful misconduct of the Person to be
indemnified).

                  12.02 RIGHT OF SETOFF. In addition to any rights now or
hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default, each
Bank (including to the extent such Bank is, or is deemed to be, the holder of a
funded participation in any Swingline Loan, and/or Letter of Credit) is hereby
authorized at any time or from time to time, without presentment, demand,
protest or other notice


                                      -87-
<PAGE>

of any kind to the Borrower or any of its Subsidiaries or to any other Person,
any such notice being hereby expressly waived, to set off and to appropriate and
apply any and all deposits (general or special) and any other Indebtedness at
any time held or owing by such Bank (including, without limitation, by branches
and agencies of such Bank wherever located) to or for the credit or the account
of any Credit Party against and on account of the Obligations and liabilities of
such Credit Party to such Bank under this Agreement or under any of the other
Credit Documents, including, without limitation, all interests in Obligations of
such Credit Party purchased by such Bank pursuant to Section 12.06(b), and all
other claims of any nature or description arising out of or connected with this
Agreement or any other Credit Document, irrespective of whether or not such Bank
shall have made any demand hereunder and although said Obligations, liabilities
or claims, or any of them, shall be contingent or unmatured.

                  12.03 NOTICES. Except as otherwise expressly provided herein,
all notices and other communications provided for hereunder shall be in writing
(including facsimile communication) and mailed, facsimilied or delivered, if to
the Borrower, at the address specified opposite its signature below or in the
other relevant Credit Documents, as the case may be; if to any Bank, at its
address specified for such Bank on Annex II hereto; or, at such other address as
shall be designated by any party in a written notice to the other parties
hereto. All such notices and communications shall be mailed, facsimilied or
cabled or sent by overnight courier, and shall be effective when received.

                  12.04 BENEFIT OF AGREEMENT. (a) This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the respective
successors and assigns of the parties hereto; PROVIDED that the Borrower may not
assign or transfer any of its respective rights or obligations hereunder without
the prior written consent of the Banks. Each Bank may at any time grant
participations in any of its rights hereunder to another financial institution;
PROVIDED FURTHER, that, in the case of any such participation, the participant
shall not have any rights under this Agreement or any of the other Credit
Documents (the participant's rights against such Bank in respect of such
participation to be those set forth in the agreement executed by such Bank in
favor of the participant relating thereto) and all amounts payable by the
Borrower hereunder shall be determined as if such Bank had not sold such
participation, except that the participant shall be entitled to receive the
additional amounts under Sections 1.10, 1.11, 2.06 and 4.04 of this Agreement
to, and only to, the extent that such Bank would be entitled to such benefits if
the participation had not been entered into or sold; and PROVIDED FURTHER, that
no Bank shall transfer, grant or assign any participation under which the
participant shall have rights to approve any amendment to or waiver of this
Agreement or any other Credit Document except to the extent such amendment or
waiver would (i) extend the final scheduled maturity of any Loan in which such
participant is participating (it being understood that any waiver of an
installment on, or the application of any prepayment or the method of
application of any prepayment to the amortization of the Loans shall not
constitute an extension of the final scheduled maturity date), or reduce the
rate or extend the time of payment of interest or Fees thereon (except in
connection with a waiver of the applicability of any post-default increase in
interest rates), or reduce the principal amount thereof, or increase such
participant's participating interest in any Commitment over the amount thereof
then in effect (it being understood that a waiver of any Default or Event of
Default or of a mandatory reduction in the Total Commitment shall not constitute
a change in the terms of any Commitment and that an increase in any Commitment
shall be permitted


                                      -88-
<PAGE>

without the consent of any participant if such participant's participation is
not increased as a result thereof), (ii) release the Borrower from the Borrower
Guaranty or release all or substantially all of the Subsidiary Guarantors from
the Subsidiary Guaranty (in each case except as expressly provided in the Credit
Documents) or (iii) in each case consent to the assignment or transfer by the
Borrower or any other Subsidiaries of the Borrower of any of its rights and
obligations under this Agreement or any other Credit Document except in
accordance with the terms hereof and thereof.

                  (b) Notwithstanding the foregoing, (x) any Bank may assign all
or a portion of its Loans and/or Commitment and its rights and obligations
hereunder to (i) any affiliate of such Bank, (ii) any other Bank and/or its
affiliates or (iii) any Approved Fund and (y) with the consent of the
Administrative Agent and the Borrower, and, in the case of any assignment of
Revolving Loans and/or Revolving Loan Commitments, of the Letter of Credit
Issuer (which consent in each case shall not be unreasonably withheld or
delayed), any Bank may assign all or a portion of its Loans and/or Commitments
and its rights and obligations hereunder to one or more commercial banks, other
Persons who invest in commercial loan facilities or other financial
institutions. No assignment pursuant to the immediately preceding sentence shall
(x) to the extent such transaction represents an assignment pursuant to clause
(y) of the preceding sentence (other than an assignment to a Bank), be in an
aggregate amount less than the minimum of (I) $5,000,000 (in the case of an
assignment of a portion of a Bank's Revolving Loan Commitment or outstanding
principal amount of Term Loans A), and (II) $1,000,000 (in the case of an
assignment of a portion of a Bank's outstanding Term Loans B) (or such lesser
amount as constitutes the assigning Bank's entire Commitment and outstanding
Loans or such lesser amount as may be approved by the Administrative Agent and
the Borrower) so long as no Default or Event of Default then exists, reduce the
Loans and Commitments of the assigning Bank to an aggregate amount less than the
Minimum Retention Amount unless the same are reduced to $0. If any Bank so sells
or assigns all or a part of its rights hereunder, any reference in this
Agreement or the other Credit Documents to such assigning Bank shall thereafter
refer to such Bank and to the respective assignee Bank to the extent of their
respective interests and the respective assignee Bank shall have, to the extent
of such assignment (unless otherwise provided therein), the same rights and
benefits as it would if it were such assigning Bank. Each assignment pursuant to
this Section 12.04(b) shall be effected by the assigning Bank and the assignee
Bank executing an Assignment and Assumption Agreement substantially in the form
of Exhibit G (appropriately completed). At the time of any such assignment, (i)
Annex I shall be deemed to be amended to reflect the Commitments and outstanding
Loans of the respective assignee Bank (which shall result in a direct reduction
to the respective Commitments of the assigning Bank) and of the other Banks,
(ii) the Administrative Agent as agent for the Borrower shall record such
assignment and the resultant effects thereof on the Loans and/or Commitments of
the assigning Bank and the assignee Bank in the Register and (iii) the
Administrative Agent shall receive from the assigning Bank and/or the assignee
Bank at the time of each assignment (other than an assignment pursuant to clause
(x) of the first sentence of this Section 12.04(b)) the payment of a
nonrefundable assignment fee in an aggregate amount of $3,500 with respect to
each such assignment. Each Bank and the Borrower agree to execute such documents
(including, without limitation, amendments to this Agreement and the other
Credit Documents) as shall be necessary to effect the foregoing. Promptly
following any assignment pursuant to this Section


                                      -89-
<PAGE>

12.04(b), the assigning Bank shall promptly notify the Borrower thereof. Nothing
in this Section 12.04(b) shall prevent or prohibit any Bank from pledging its
Loans or, if issued, Notes hereunder to a Federal Reserve Bank in support of
borrowings made by such Bank from such Federal Reserve Bank or prevent any Bank
which is an Approved Fund from, at any time, pledging all or any portion of its
Loans to its trustee or representative or other creditor; PROVIDED, HOWEVER,
that no such pledge shall release any Bank from its obligations hereunder or
substitute such Federal Reserve Bank, trustee or representative or other
creditor for such Bank as a party hereto.

                  (c) Notwithstanding any other provisions of this Section
12.04, no transfer or assignment of the interests or obligations of any Bank
hereunder or any grant of participations therein shall be permitted if such
transfer, assignment or grant would require the Borrower to file a registration
statement with the SEC or to qualify the Loans under the "Blue Sky" laws of any
State.

                  12.05 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on
the part of the Administrative Agent, the Letter of Credit Issuer or any Bank in
exercising any right, power or privilege hereunder or under any other Credit
Document and no course of dealing between the Borrower and the Administrative
Agent, the Letter of Credit Issuer or any Bank shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Credit Document preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder or thereunder. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which the Administrative
Agent, the Letter of Credit Issuer or any Bank would otherwise have. No notice
to or demand on the Borrower in any case shall entitle the Borrower to any other
or further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Administrative Agent, the Letter of Credit Issuer or
the Banks to any other or further action in any circumstances without notice or
demand.

                  12.06 PAYMENTS PRO RATA. (a) The Administrative Agent agrees
that promptly after its receipt of each payment from or on behalf of the
Borrower in respect of any Obligations of the Borrower hereunder, it shall,
except as otherwise provided in this Agreement, distribute such payment to the
Banks (other than any Bank that has consented in writing to waive its PRO RATA
share of such payment) PRO RATA based upon their respective shares, if any, of
the Obligations with respect to which such payment was received.

                  (b) Each of the Banks agrees that, if it should receive any
amount hereunder (whether by voluntary payment, by realization upon security, by
the exercise of the right of setoff or banker's lien, by counterclaim or cross
action, by the enforcement of any right under the Credit Documents, or
otherwise) which is applicable to the payment of the principal of, or interest
on, the Loans, Unpaid Drawings or Fees, of a sum which with respect to the
related sum or sums received by other Banks is in a greater proportion than the
total of such Obligation then owed and due to such Bank bears to the total of
such Obligation then owed and due to all of the Banks immediately prior to such
receipt, then such Bank receiving such excess payment shall purchase for cash
without recourse or warranty from the other Banks an interest in the Obligations
of the Borrower to such Banks in such amount as shall result in a proportional


                                      -90-
<PAGE>

participation by all of the Banks in such amount; PROVIDED that if all or any
portion of such excess amount is thereafter recovered from such Bank, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

                  (c) Notwithstanding anything to the contrary contained herein,
the provisions of the preceding Sections 12.06(a) and (b) shall be subject to
the express provisions of this Agreement which require, or permit, differing
payments to be made to Non-Defaulting Banks as opposed to Defaulting Banks.

                  12.07 CALCULATIONS; COMPUTATIONS. (a) The financial statements
to be furnished to the Banks pursuant hereto shall be made and prepared in
accordance with GAAP consistently applied throughout the periods involved
(except as set forth in the notes thereto or as otherwise disclosed in writing
by the Borrower to the Banks); PROVIDED that except as otherwise specifically
provided herein, all computations determining compliance with Section 8,
including definitions used therein, shall utilize accounting principles and
policies in effect at the time of the preparation of, and in conformity with
those used to prepare, the December 31, 2000 historical financial statements
delivered to the Banks pursuant to Section 6.10(a).

                  (b) All computations of interest (other than interest on Base
Rate Loans) and Fees hereunder shall be made on the actual number of days
elapsed over a year of 360 days. All computations of interest on Base Rate Loans
hereunder shall be made on the actual number of days elapsed over a year of 365
days.

                  12.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE. (a)
THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding
with respect to this Agreement or any other Credit Document may be brought in
the courts of the State of New York or of the United States for the Southern
District of New York, and, by execution and delivery of this Agreement, the
Borrower hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts. The
Borrower hereby further irrevocably waives any claim that any such courts lack
jurisdiction over the Borrower, and agrees not to plead or claim, in any legal
action or proceeding with respect to this Agreement or any other Credit Document
brought in any of the aforesaid courts, that any such court lacks jurisdiction
over the Borrower. The Borrower irrevocably consents to the service of process
in any such action or proceeding by the mailing of copies thereof by registered
or certified mail, postage prepaid, to the Borrower, at its address for notices
pursuant to Section 12.03, such service to become effective 30 days after such
mailing. The Borrower hereby irrevocably waives and agrees not to plead or claim
in any action or proceeding commenced hereunder or under any other Credit
Document that service of process was in any way invalid or ineffective. The
Borrower hereby represents and warrants that its chief executive office is
located at 745 Fifth Avenue, New York, New York 10151, and the Borrower hereby
further agrees that it shall not move its chief executive office unless it shall
give the Administrative Agent not less than 30 days' prior written notice of its
intention so to do. The Borrower agrees that (x) prior to moving its chief
executive office outside New York City and (y) and if for any reason any
designee,


                                      -91-
<PAGE>

appointee and agent previously appointed pursuant to this sentence shall cease
to be available to act as such, the Borrower shall designate a designee,
appointee and agent or replacement designee, appointee and agent, as the case
may be, in New York City on the terms and for the purposes of this provision
satisfactory to the Administrative Agent. Nothing herein shall affect the right
of the Administrative Agent, any Bank or the holder of any Note to serve process
in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Borrower in any other jurisdiction.

                  (b) The Borrower hereby irrevocably waives any objection which
it may now or hereafter have to the laying of venue of any of the aforesaid
actions or proceedings arising out of or in connection with this Agreement or
any other Credit Document brought in the courts referred to in clause (a) above
and hereby further irrevocably waives and agrees not to plead or claim in any
such court that any such action or proceeding brought in any such court has been
brought in an inconvenient forum.

                  12.09 COUNTERPARTS. This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument. A
complete set of counterparts executed by all the parties hereto shall be lodged
with the Borrower and the Administrative Agent.

                  12.10 EFFECTIVENESS. This Agreement shall become effective on
the date (the "Effective Date") on which the Borrower, the Administrative Agent
and each Bank shall have signed a copy hereof (whether the same or different
copies) and shall have delivered the same to the Administrative Agent at its
Notice Office or, in the case of the Banks, shall have given to the
Administrative Agent telephonic (confirmed in writing), written or facsimile
notice (actually received) at such office that the same has been signed and
mailed to it. The Administrative Agent will give the Borrower and each Bank
prompt written notice of the occurrence of the Effective Date.

                  12.11 HEADINGS DESCRIPTIVE. The headings of the several
sections and subsections of this Agreement are inserted for convenience only and
shall not in any way affect the meaning or construction of any provision of this
Agreement.

                  12.12 AMENDMENT OR WAIVER. (a) Except as provided in Section
12.12(b) below, neither this Agreement nor any other Credit Document nor any
terms hereof or thereof may be changed, waived, discharged or terminated unless
such change, waiver, discharge or termination is in writing signed by the
Borrower and the Required Banks; PROVIDED that no such change, waiver, discharge
or termination shall, without the consent of each Bank (other than a Defaulting
Bank) affected thereby, (i) extend any Scheduled Revolving Loan Commitment
Reduction Date, any Scheduled TLA Repayment Date, any Scheduled TLB Repayment
Date or reduce the amount of any Scheduled Revolving Loan Commitment Reduction,
any Scheduled TLA Repayment or Scheduled TLB Repayment (or any mandatory
repayment arising as a result of any such Scheduled Revolving Loan Commitment
Reduction) or extend the final scheduled maturity of any Loan (it being
understood that any waiver of the application of any prepayment of or the method
of application of any prepayment to the amortization of the Loans shall not
constitute any

                                      -92-
<PAGE>

such extension), or reduce the rate or extend the time of payment of interest
(other than as a result of waiving the applicability of any post-default
increase in interest rates) or Fees thereon, or reduce the principal amount
thereof, or increase the Commitments of any Bank over the amount thereof then in
effect (it being understood that a waiver of any Default or Event of Default or
of a mandatory repayment or reduction in the Total Commitment shall not
constitute a change in the terms of any Commitment of any Bank), (ii) release
all or substantially all of the Subsidiary Guarantors from the Subsidiary
Guaranty (in each case except as expressly provided in the Credit Documents),
(iii) release all or substantially all of the Collateral, (iv) amend, modify or
waive any provision of this Section, or Section 1.10, 1.11, 2.06, 4.04, 9.01,
11.07, 12.01, 12.02, 12.04, 12.06 or 12.07(b), (v) reduce the percentage
specified in, or otherwise modify, the definition of, Required Banks, or (vi)
consent to the assignment or transfer by any Credit Party of any of its rights
and obligations under this Agreement or any other Credit Document except in
accordance with the terms hereof or thereof. No provision of Section 2 or 11 may
be amended without the consent of the Letter of Credit Issuer or the
Administrative Agent.

                  (b) Notwithstanding anything to the contrary contained in
Section 12.12(a) above, the Administrative Agent, the Borrower and the
respective Incremental Loan Lending Institutions are hereby authorized to enter
into a supplement or amendment to or amendment and restatement of this Agreement
to give effect to any Incremental Loan Commitment (as if such Incremental Loan
Commitment were part of this Agreement as of the Effective Date), in each case
as set forth in Section 1.13.

                  12.13 SURVIVAL. All indemnities set forth herein including,
without limitation, in Sections 1.10, 1.11, 2.06, 4.04, 11.07 or 12.01, shall
survive the execution and delivery of this Agreement and the making and
repayment of the Loans and the satisfaction of all other Obligations.

                  12.14 DOMICILE OF LOANS. Each Bank may transfer and carry its
Loans at, to or for the account of any branch office, subsidiary or affiliate of
such Bank, provided, that the Borrower shall not be responsible for costs
arising under Sections 1.10, 1.11, 2.06 or 4.04 resulting from any such transfer
(other than a transfer pursuant to Section 1.12) to the extent such costs would
not otherwise be applicable to such Bank in the absence of such transfer.

                  12.15 CONFIDENTIALITY. Each of the Banks agrees that it will
use its best efforts not to disclose without the prior consent of the Borrower
(other than to (i) its employees, auditors, counsel or other professional
advisors, to affiliates or to another Bank if the Bank or such Bank's holding or
parent company in its sole discretion determines that any such party should have
access to such information or (ii) any contractual counterparty in any swap
agreement to which a Bank is a party, or any professional advisor to any such
contractual counterparty, so long as such parties agree to be bound by the
provisions of this Section) any information with respect to the Borrower or any
of its Subsidiaries which is furnished pursuant to this Agreement and which is
designated by the Borrower to the Banks in writing as confidential, PROVIDED
that any Bank may disclose any such information (a) as has become generally
available to the public, (b) as may be required or appropriate in any report,
statement or testimony submitted to any municipal, state, provincial or Federal
regulatory body having or claiming to have jurisdiction over such Bank or to the
Federal Reserve Board or the Federal Deposit Insurance Corporation, the National


                                      -93-
<PAGE>

Association of Insurance Commissioners or similar organizations (whether in the
United States or elsewhere) or their successors, (c) as may be required or
appropriate in response to any summons or subpoena or in connection with any
litigation, (d) in order to comply with any law, order, regulation or ruling
applicable to such Bank, and (e) to any prospective transferee in connection
with any contemplated transfer of any of the Loans and/or Commitments or any
interest herein by such Bank, PROVIDED that such prospective transferee agrees
to be bound by the provisions of this Section.

                  12.16 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE
OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

                                      * * *



                                      -94-
<PAGE>





                  IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
first above written.

Address:
745 Fifth Avenue                     PRIMEDIA INC.
New York, NY  10151
Telephone:  (212) 745-0101           By:  /S/ BEVERLY C. CHELL
                                        ---------------------------------------
Telecopier: (212) 745-0199                Title: Vice Chairman, General Counsel
Attention:  Beverly Chell, Esq.           and Secretary


                                     THE CHASE MANHATTAN BANK,
                                       Individually and as
                                       Administrative Agent


                                     By: /S/ WILLIAM ROTTINO
                                        ---------------------------------------
                                          Title: Vice President


                                     BANK OF AMERICA, N.A.,
                                       Individually and as
                                       Syndication Agent


                                     By: /S/ THOMAS KANE
                                        ---------------------------------------
                                          Title: Principal

                                     THE BANK OF NEW YORK
                                       Individually and as
                                       Co-Documentation Agent


                                     By: /S/ STEVEN J. CORRELL
                                        ---------------------------------------
                                          Title: Assistant Vice President



<PAGE>

                                     THE BANK OF NOVA SCOTIA
                                       Individually and as
                                       Co-Documentation Agent


                                     By: /S/ VINCENT J. FITZGERALD, JR.
                                        ---------------------------------------
                                          Title: Authorized Signatory


                                    CITIBANK, N.A.



                                     By: /S/ ROBERT H. CHEN
                                        ---------------------------------------
                                          Title: Vice President


                                     FLEET NATIONAL BANK



                                     By: /S/ SRBUI SEFERIAN
                                        ---------------------------------------
                                          Title: Assistant Vice President


                                     MERRILL LYNCH CAPITAL CORPORATION


                                     By: /S/ CHRISTOPHER A. JOHNSON
                                        ---------------------------------------
                                          Title: Managing Director


                                     THE DAI-ICHI KANGYO BANK, LTD
                                     ( d.b.a. Mizuho Financial Group)



                                     By: /S/ MARVIN-MIREL LAZAR
                                        ---------------------------------------
                                          Title: Vice President


<PAGE>

                                     UNION BANK OF CALIFORNIA, N.A.



                                     By: /S/ MOLLY L. TONEY
                                        ---------------------------------------
                                          Title: Assistant Vice President


                                     KZH CRESCENT LLC



                                     By: /S/ SUSAN LEE
                                        ---------------------------------------
                                          Title: Authorized Agent


                                     KZH CRESCENT-2 LLC



                                     By: /S/ SUSAN LEE
                                        ---------------------------------------
                                          Title: Authorized Agent


                                     KZH CRESCENT-3 LLC



                                     By: /S/ SUSAN LEE
                                        ---------------------------------------
                                          Title: Authorized Agent


                                     METROPOLITAN LIFE INSURANCE COMPANY



                                     By: /S/ JAMES R. DINGLER
                                        ---------------------------------------
                                          Title: Director

<PAGE>

                                     RIVIERA FUNDING LLC



                                     By: /S/ ANN E. MORRIS
                                        ---------------------------------------
                                          Title: Assistant Vice President


                                     MORGAN STANLEY PRIME INCOME TRUST



                                     By: /S/ SHEILA A. FINNERTY
                                        ---------------------------------------
                                          Title: Senior Vice President


                                     VAN KAMPEN PRIME RATE INCOME TRUST
                                        ---------------------------------------
                                     By:  Van Kampen Investment Advisory Corp.


                                     By: /S/ BRIAN T. BUSCHER
                                        ---------------------------------------
                                          Title: Manager Operations & Compliance


                                     VAN KAMPEN SENIOR FLOATING RATE FUND
                                        ---------------------------------------
                                     By:  Van Kampen Investment Advisory Corp.


                                     By: /S/ BRIAN T. BUSCHER
                                        ---------------------------------------
                                          Title: Manager Operations & Compliance


                                     VAN KAMPEN SENIOR INCOME TRUST
                                     By:  Van Kampen Investment Advisory Corp.



                                     By: /S/ BRIAN T. BUSCHER
                                        ---------------------------------------
                                          Title: Manager Operations & Compliance

<PAGE>

                                     KZH CNC LLC



                                     By: /S/ SUSAN LEE
                                        ---------------------------------------
                                          Title: Authorized Agent



                                     WINGED FOOT FUNDING TRUST



                                     By: /S/ KELLY C. WALKER
                                        ---------------------------------------
                                          Title: Authorized Agent


                                     NATEXIS BANQUES POPULAIRES



                                     By: /S/ ELIZABETH A. HARKER
                                        ---------------------------------------
                                          Title: Assistant Vice President

                                     By: /S/ CYNTHIA SACHS
                                        ---------------------------------------
                                          Title: Vice President, Group Manager


                                     KZH LANGDALE LLC



                                     By: /S/ SUSAN LEE
                                        ---------------------------------------
                                          Title: Authorized Agent


                                     STANWICH LOAN FUNDING LLC



                                     By: /S/ KELLY C. WALKER
                                        ---------------------------------------
                                          Title: Vice President

<PAGE>

                                     TORONTO DOMINION (NEW YORK), INC.



                                     By: /S/ GWEN ZIRKLE
                                        ---------------------------------------
                                          Title: Vice President


                                     NUVEEN SENIOR INCOME FUND
                                     By:  Nuveen Senior Loan Asset Management
                                          Inc.


                                     By: /S/ LISA M. MINCHESKI
                                        ---------------------------------------
                                          Title: Managing Director


                                     NUVEEN FLOATING RATE FUND

                                     By:  Nuveen Senior Loan Asset Management
                                          Inc.


                                     By: /S/ LISA M. MINCHESKI
                                        ---------------------------------------
                                          Title: Managing Director


                                     OLYMPIC FUNDING TRUST,
                                     SERIES 1999-1



                                     By: /S/ ANNE E. MORRIS
                                        ---------------------------------------
                                          Title: Authorized Agent

<PAGE>

                                     SEQUILS-CUMBERLAND I, LTD.

                                     By: Deerfield Capital Management LLC,
                                     as its Collateral Manager



                                     By: /S/ MARK E. WITTNEBEL
                                        ---------------------------------------
                                          Title: Senior Vice President


                                     MUIRFIELD TRADING LLC


                                     By: /S/ ANNE E. MORRIS
                                        ---------------------------------------
                                          Title: Assistant Vice President





<PAGE>


                                                                         Annex I
Page 2


                                  LIST OF BANKS


<TABLE>
<CAPTION>


                                                        TERM LOAN A            TERM LOAN B         REVOLVING LOAN
                      BANK                               COMMITMENT             COMMITMENT           COMMITMENT
                      ----                               ----------             ----------           ----------
<S>                                                    <C>                     <C>                 <C>
The Chase Manhattan Bank                               $17,391,304.36          $308,750,000        $82,608,695.65
Bank of America, N.A.                                  $17,391,304.35            $3,750,000        $82,608,695.65
The Bank of New York                                   $14,565,217.39                              $69,184,782.61
The Bank of Nova Scotia                                $14,565,217.39           $10,000,000        $69,184,782.61
Citibank, N.A.                                         $11,739,130.43                              $55,760,869.57
Fleet National Bank                                    $ 8,695,652.17                              $41,304,347.83
Merrill Lynch Capital Corporation                      $ 8,695,652.17                              $41,304,347.83
Dai-Ichi Kangyo Bank, Ltd.                             $ 4,347,826.09                              $20,652,173.91
Union Bank of California, N.A.                         $ 2,608,695.65                              $12,391,304.35
KZH Crescent LLC                                                               $ 3,500,000
KZH Crescent-2 LLC                                                             $ 2,500,000
KZH Crescent-3 LLC                                                             $ 2,500,000
Metropolitan Life Insurance Company                                            $25,000,000
Riviera Funding LLC                                                            $ 5,000,000
Morgan Stanley Prime Income Trust                                              $ 7,500,000
Van Kampen Prime Rate Income Trust                                             $ 6,000,000
Van Kampen Senior Floating Rate Fund                                           $ 3,000,000
Van Kampen Senior Income Trust                                                 $ 6,000,000
KZH CNC LLC                                                                    $ 5,000,000
Winged Foot Funding Trust                                                      $ 5,000,000

</TABLE>

<PAGE>


                                                                         Annex I
                                                                          Page 2
<TABLE>
<CAPTION>



                                                        TERM LOAN A             TERM LOAN B        REVOLVING LOAN
                      BANK                               COMMITMENT             COMMITMENT           COMMITMENT
                      ----                               ----------             ----------           ----------
<S>                                                     <C>                    <C>                  <C>
Natexis Banques Populaires                                                     $ 10,000,000
KZH Langdale LLC                                                               $  2,500,000
Stanwich Loan Funding LLC                                                      $  3,000,000
Toronto Dominion (New York), Inc.                                              $  4,000,000
Nuveen Senior Income Fund                                                      $  5,000,000
Nuveen Floating Rate Fund                                                      $  2,000,000
Olympic Funding Trust, Series 1999-1                                           $  2,000,000
Sequils-Cumberland I, Ltd.                                                     $  2,000,000
Muirfield Trading LLC                                                          $  1,000,000
Total                                                   $100,000,000           $425,000,000         $475,000,000
=====                                                   ============           ============         ============

</TABLE>

<PAGE>


                                                                        ANNEX II


                                 BANK ADDRESSES

The Chase Manhattan Bank                  270 Park Avenue
                                          New York, NY  10017
                                          Telephone:  (212) 270-2700
                                          Telecopier:  (212) 270-4164
                                          Attention:  William Rottino
                                          e-mail:  william.rottino@chase.com


Bank of America, N.A.                     335 Madison Avenue
                                          Entertainment  Media Group-5374
                                          New York, NY  10017
                                          Telephone:  (212) 503-7980
                                          Telecopier:  (212) 503-7173
                                          Attention:  Thomas J. Kane
                                          e-mail: thomasj.kane@bankofamerica.com


The Bank of New York                      One Wall Street, 16th Floor
                                          New York, NY  10286
                                          Telephone:  (212) 635-8608
                                          Telecopier:  (212) 635-8593
                                          Attention:  Steven Correll
                                          e-mail:  scorrell@bankofny.com


The Bank of Nova Scotia                   One Liberty Plaza
                                          New York, NY  10006
                                          Telephone:  (212) 225-5042
                                          Telecopier:  (212) 225-5090
                                          Attention:  Vincent Fitzgerald
                                          e-mail:  vfitzger@scotiacapital.com


Citibank, N.A.                            390 Greenwich Street
                                          New York, NY  10013
                                          Telephone:  (212) 723-6755
                                          Telecopier:  (212) 723-8547
                                          Attention:  John Judge
                                          e-mail:  john.judge@ssmb.com

<PAGE>

                                                                        Annex II
                                                                          Page 2

Fleet National Bank                       100 Federal Street
                                          Mail Stop  MADE 10009D
                                          Boston, MA     02110
                                          Telephone:  (617) 434-6757
                                          Telecopier: (617) 346-4345
                                          Attention:  Sue Anderson


Merrill Lynch Capital Corporation         4 World Trade Center
                                          New York, NY  10080
                                          Telephone:  (212) 449-8414
                                          Telecopier:  (212) 738-1649
                                          Attention:  Carol Feeley
                                          e-mail:  cfeeley@exchange.ml,com


Dai-Ichi Kangyo Bank, Ltd                 1 World Trade Center, Suite 4911
                                          New York, NY  10048
                                          Telephone:  (212) 432-6648
                                          Telecopier:  (212) 488-8955
                                          Attention:  Ronald Wolinski
                                          e-mail:  rwolinski@dkb.com


Union Bank of California, N.A.            445 South Figueroa
                                          Los Angeles, CA  90071
                                          Telephone:  (213) 236-7412
                                          Telecopier:  (213) 236-5747
                                          Attention:  Michael McShane
                                          e-mail:  jeanpieace.knight@uboc.com


KZH Crescent LLC                          c/o The Chase Manhattan Bank
                                          140 East 45th Street, 11th Floor
                                          New York, NY  10017
                                          Telephone:  (212) 622-9353
                                          Telecopier:  (212) 622-0123
                                          Attention:  Virginia Conway
                                          e-mail:  virginia.r.conway@chase.com

                                          with a copy to:




<PAGE>

                                                                        Annex II
                                                                          Page 3




                                          Weil, Gotshal & Manges
                                          767 Fifth Avenue
                                          New York, NY  10153
                                          Telephone:  (212) 310-6857
                                          Telecopier:  (212) 310-8007
                                          Attention:  Shan McSweeney
                                          e-mail:  shan.mcsweeney@weil.com


KZH Crescent 2 LLC                        c/o The Chase Manhattan Bank
                                          140 East 45th Street, 11th Floor
                                          New York, NY  10017
                                          Telephone:  (212) 622-9353
                                          Telecopier:  (212) 622-0123
                                          Attention:  Virginia Conway
                                          e-mail:  virginia.r.conway@chase.com

                                          with a copy to:

                                          Weil, Gotshal & Manges
                                          767 Fifth Avenue
                                          New York, NY  10153
                                          Telephone:  (212) 310-6857
                                          Telecopier:  (212) 310-8007
                                          Attention:  Shan McSweeney
                                          e-mail:  shan.mcsweeney@weil.com


KZH Crescent 3 LLC                        c/o The Chase Manhattan Bank
                                          140 East 45th Street, 11th Floor
                                          New York, NY  10017
                                          Telephone:  (212) 622-9353
                                          Telecopier:  (212) 622-0123
                                          Attention:  Virginia Conway
                                          e-mail:  virginia.r.conway@chase.com

                                          with copy to:

<PAGE>

                                                                        Annex II
                                                                          Page 4


                                          Weil, Gotshal & Manges
                                          767 Fifth Avenue
                                          New York, NY  10153
                                          Telephone:  (212) 310-6857
                                          Telecopier:  (212) 310-8007
                                          Attention:  Shan McSweeney
                                          e-mail:  shan.mcsweeney@weil.com


Metropolitan Life Insurance Co.           PO Box 633
                                          334 Madison Avenue
                                          Convent Station, NJ  07961
                                          Telephone:  (973) 254-3206
                                          Telecopier:  (973_254-3032
                                          Attention:  James Dingler

                                          with a copy to:

                                          Metropolitan Life Insurance Co.
                                          One Madison Avenue
                                          New York, NY  10010-3690
                                          Telephone:  (212) 578-2508
                                          Telecopier:  (212) 251-1563
                                          Attention:  Linda Glass


Riviera Funding LLC                       c/o Indosuez Capital
                                          666 Third Avenue, 9th Floor
                                          New York, NY  10017
                                          Telephone:  (646) 658-2231
                                          Telecopier:  (646) 658-2254
                                          Attention:  Melissa Morano
                                          e-mail:  mmarano@us.ca.indosuez.com

                                          with a copy to:

                                          Bank of America Securities
                                          100 North Tryon Street
                                          NC1 007 06 07
                                          Charlotte, NC  28255
                                          Telephone:  (704) 387-1939
                                          Telecopier:  (704) 409-0192
                                          Attention:  Diana Mushill
                                          e-mail:  diana.l.mushill@ncmi.com


<PAGE>

                                                                        Annex II
                                                                          Page 5


Van Kampen Prime Rate Income Trust        c/o Van Kampen American Capital
                                          One Parkview Plaza
                                          Oakbrook Terrace, IL  60181
                                          Telephone:  (630) 684-6283
                                          Telecopier:  (630) 684-6740
                                          Attention:  Brian Buscher

Van Kampen Sr. Floating Rate Fund         c/o Van Kampen American Capital
                                          One Parkview Plaza
                                          Oakbrook Terrace, IL  60181
                                          Telephone:  (630) 684-6283
                                          Telecopier:  (630) 684-6740
                                          Attention:  Brian Buscher


Van Kampen Senior Income Trust            c/o Van Kampen American Capital
                                          One Parkview Plaza
                                          Oakbrook Terrace, IL  60181
                                          Telephone:  (630) 684-6283
                                          Telecopier:  (630) 684-6740
                                          Attention:  Brian Buscher


KZH CNC LLC                               c/o The Chase Manhattan Bank
                                          140 East 45th Street, 11th Floor
                                          New York, NY  10017
                                          Telephone:  (212) 622-9353
                                          Telecopier:  (212) 622-0123
                                          Attention:  Virginia Conway
                                          e-mail:  virginia.r.conway@chase.com

                                          with a copy to:

                                          Weil, Gotshal & Manges
                                          767 Fifth Avenue
                                          New York, NY  10153
                                          Telephone:  (212) 310-6857
                                          Telecopier:  (212) 310-8007
                                          Attention:  Shan McSweeney
                                          e-mail:  shan.mcsweeney@weil.com





<PAGE>

                                                                        Annex II
                                                                          Page 6




Winged Foot Funding Trust                 Banc of America Securities LLC
                                          100 North Tryon Street
                                          NC-007-06-07
                                          Charlotte, NC  28255
                                          Telephone:   (704) 387-1939
                                          Telecopier:  (704) 388-0648
                                          Attention:  Annebet Morris
                                          e-mail:  anne.morris@bankofamerica.com


Natexis Banque Populaires                 645 Fifth Avenue, 20th Floor
                                          New York, NY  10022
                                          Telephone:  (212) 872-5029
                                          Telecopier:  (212) 872-5045
                                          Attention:  Beth Harker
                                          e-mail:  eharker@natexisny.com


KZH Langdale LLC                          c/o The Chase Manhattan Bank
                                          140 East 45th Street, 11th Floor
                                          New York, NY  10017
                                          Telephone:  (212) 622-9353
                                          Telecopier:  (212) 622-0123
                                          Attention:  Virginia Conway
                                          e-mail:  virginia.r.conway@chase.com

                                          with a copy to:

                                          Weil, Gotshal & Manges
                                          767 Fifth Avenue
                                          New York, NY  10153
                                          Telephone:  (212) 310-6857
                                          Telecopier:  (212) 310-8007
                                          Attention:  Shan McSweeney
                                          e-mail:  shan.mcsweeney@weil.com




<PAGE>

                                                                        Annex II
                                                                          Page 7




Stanwich Loan Funding LLC                 c/o CIGNA Investments Inc.
                                          900 Cottage Grove Rd, S-307
                                          Hartford, CT   06152
                                          Telephone:  (860) 226-9032
                                          Telecopier:  (860) 226-9276

                                          with a copy to:

                                          Bank of America
                                          100 North Tryon St.
                                          Charlotte, North Carolina  28255
                                          Telephone: (704) 388-8943
                                          Telecopier: (704) 388-0648
                                          Attention: Kelly Walker


Toronto Dominion (New York), Inc.         Union Bank of California, N.A.
                                          445 South Figueroa
                                          Los Angeles, CA  90071
                                          Telephone:  (213) 236-7412
                                          Telecopier:  (213) 236-5747
                                          Attention:  Michael McShane
                                          e-mail:  jeanpieace.knight@uboc.com


Nuveen Senior Income Fund                 c/o John Nuveen & Company, Inc.
                                          820 Jorie Boulevard, Suite 420
                                          Oakbrook, IL  60523
                                          Telephone:  (312) 917-7914
                                          Telecopier:  (312) 917-8347
                                          Attention:  Jeffrey Maillet


Nuveen Floating Rate Fund                 c/o John Nuveen & Company, Inc.
                                          820 Jorie Boulevard, Suite 420
                                          Oakbrook, IL  60523
                                          Telephone:  (312) 917-7914
                                          Telecopier:  (312) 917-8032
                                          Attention:  Jeffrey Maillet




<PAGE>

                                                                        Annex II
                                                                          Page 8





Olympic Funding Trust Series 1999-1      Bank of America
                                         100 North Tryon Street
                                         NC-007-06-07
                                         Charlotte, NC  28255
                                         Telephone:   (704) 387-1939
                                         Telecopier:  (704) 388-0648
                                         Attention:  Annebet Morris
                                         e-mail:  anne.morris@bankofamerica.com


Sequils-Cumberland I, Ltd.               c/o Deerfield Capital Mgt., LLC
                                         8700 West Bryn Mawr, 12th Floor
                                         Chicago, IL  60631
                                         Telephone:  (773) 380-1687
                                         Telecopier:  (773) 380-1629
                                         Attention:  Mark Wittenbel
                                         e-mail: mwittenbel@deerfieldcapital.com


Muirfield Trading LLC                    c/o Deerfield Asset Mgt., LLC
                                         8700 West Bryn Mawr, 12th Floor
                                         Chicago, IL  60631
                                         Telephone:  (773) 380-1687
                                         Telecopier:  (773) 380-1629
                                         Attention:  Mark Wittenbel
                                         e-mail: mwittenbel@deerfieldcapital.com

                                         with a copy to:

                                         Bank of America
                                         100 North Tryon Street
                                         NC-007-06-07
                                         Charlotte, NC  28255
                                         Telephone:   (704) 387-1939
                                         Telecopier:  (704) 388-0648
                                         Attention:  Annebet Morris
                                         e-mail:  anne.morris@bankofamerica.com




<PAGE>


                                                                       ANNEX III

                                  SUBSIDIARIES

<TABLE>
<CAPTION>



NAME OF SUBSIDIARY                                   JURISDICTION OF  DIRECT PARENT                        % OF PRIMEDIA
                                                       ORGANIZATION                                        INC. OWNERSHIP
--------------------------------------------------------------------------------------------------------------------------

<S>                                                         <C>       <C>                                       <C>
ABOUT.COM, INC.                                             DE        PRIMEDIA INC.                             100%
ADAMS/INTERTEC INTERNATIONAL, INC.                          DE        INTERTEC PUBLISHING CORPORATION           100%
ADAMS/LAUX COMPANY, INC.                                    DE        INTERTEC PUBLISHING CORPORATION           100%
AGRICLICK LLC                                               DE        INDUSTRYCLICK                             100%
BACON'S INFORMATION, INC.                                   DE        PRIMEDIA INC.                             100%
BOWHUNTER MAGAZINE, INC.                                    PA        PRIMEDIA ENTHUSIAST                       100%
CANADIAN RED BOOK, INC.                                   CANADA      INTERTEC PUBLISHING CORPORATION           100%
CANOE & KAYAK, INC.                                         DE        PRIMEDIA ENTHUSIAST                       100%
CHANNEL ONE COMMUNICATIONS CORPORATION                      DE        PRIMEDIA INC.                             100%
CHANNEL ONE INTERACTIVE, INC.                               DE        PRIMEDIANET INC.                          100%
CLIMBING, INC.                                              DE        PRIMEDIA ENTHUSIAST                       100%
COMMUNICATIONS CONCEPTS, INC.                               NV        MCMULLEN ARGUS                            100%
CONSUMERCLICK CORP.                                         DE        PRIMEDIANET INC.                          100%
COVER CONCEPTS MARKETING SERVICES, LLC                      DE        CHANNEL ONE COMMUNICATIONS                 99%
                                                                      HAAS PUBLISHING COMPANIES, INC.             1%
COWLES HISTORY GROUP, INC.                                  VA        PRIMEDIA ENTHUSIAST                       100%
CREATIVE TECHNOLOGIES LLC                                   DE        INDUSTRYCLICK                             100%
CSK PUBLISHING COMPANY, INC.                                DE        MCMULLEN ARGUS                            100%
DIGIBID LLC                                                 DE        INDUSTRYCLICK                             100%
ELECTRICAL CONSTRUCTION LLC                                 DE        INDUSTRYCLICK                             100%
ENO PRODUCTIONS, INC.                                       DE        CHANNEL ONE COMMUNICATIONS                100%
FILMS FOR THE HUMANITIES & SCIENCES, INC.                   DE        PRIMEDIA INC.                             100%
GAME & FISH PUBLICATIONS, INC.                              GA        PRIMEDIA SPECIAL INTEREST                 100%
GO LO ENTERTAINMENT, INC.                                   CA        MCMULLEN ARGUS                            100%
GR8RIDE.COM, INC.                                           DE        PRIMEDIANET INC.                          100%
GUIAS DO BRASIL LTDA.                                     BRAZIL      HPC DO BRASIL LTDA                         99%
                                                                      HAAS PUBLISHING COMPANIES, INC.             1%
HAAS PUBLISHING COMPANIES, INC.                             DE        PRIMEDIA INC.                             100%
HACIENDA PRODUCTIONS, INC.                                  DE        CHANNEL ONE COMMUNICATIONS                100%
HORSE & RIDER, INC.                                         CA        PRIMEDIA ENTHUSIAST                       100%
HPC BRAZIL, INC.                                            DE        PRIMEDIA INC.                             100%
HPC DO BRASIL LTDA.                                       BRAZIL      HAAS PUBLISHING COMPANIES, INC.            99%
                                                                      HPC BRAZIL, INC.                            1%
HPC INTERACTIVE, INC.                                       DE        PRIMEDIANET INC.                          100%
HPC INTERACTIVE, LLC                                        DE        HAAS PUBLISHING COMPANIES, INC.           100%
IN NEW YORK LLC                                             DE        PRIMEDIA MAGAZINES                        80%
INDUSTRYCLICK CORP.                                         DE        PRIMEDIANET INC.                          100%
INTELLICHOICE, INC.                                         CA        INTERTEC PUBLISHING CORPORATION           100%
INTERTEC PUBLISHING CORPORATION                             DE        PRIMEDIA INC.                             100%
INTERTEC PUBLISHING (UK) LIMITED                      UNITED KINGDOM  WESTCOTT PRIMEDIA LIMITED                 100%
KAGAN ASIA MEDIA LTD.                                 UNITED KINGDOM  KAGAN WORLD MEDIA LIMITED                 100%
KAGAN MEDIA APPRAISALS, INC.                                CA        PRIMEDIA INC.                             100%
KAGAN SEMINARS, INC.                                        CA        PRIMEDIA INC.                             100%
KAGAN WORLD MEDIA, INC.                                     DE        PRIMEDIA INC.                             100%


</TABLE>


<PAGE>

                                                                       ANNEX III
                                                                          Page 2

<TABLE>

<CAPTION>



NAME OF SUBSIDIARY                                   JURISDICTION OF  DIRECT PARENT                        % OF PRIMEDIA
                                                       ORGANIZATION                                        INC. OWNERSHIP
--------------------------------------------------------------------------------------------------------------------------

<S>                                                   <C>             <C>                                       <C>
KAGAN WORLD MEDIA LIMITED                             UNITED KINGDOM  MEDIA CENTRAL LLC                         100%
KITPLANES ACQUISITION COMPANY                               DE        PRIMEDIA ENTHUSIAST                       100%
LOW RIDER PUBLISHING GROUP, INC.                            CA        MCMULLEN ARGUS                            100%
MARKETINGCLICK LLC                                          DE        INDUSTRYCLICK                             100%
MCMULLEN ARGUS PUBLISHING, INC.                             CA        PRIMEDIA MAGAZINES                        100%
MEDIA CENTRAL ACQUISITION, LLC                              DE        MEDIA CENTRAL LLC                         100%
MEDIACENTRAL LLC                                            DE        PRIMEDIA INC.                             100%
MIRAMAR COMMUNICATIONS, INC.                                CA        INTERTEC PUBLISHING CORPORATION           100%
PAUL KAGAN ASSOCIATES, INC. (F/K/A PKA ACQUISITION          DE        PRIMEDIA INC.                             100%
CORP)
PRIMEDIA COMPANIES INC.                                     DE        PRIMEDIA INC.                             100%
PRIMEDIA DIGITAL VIDEO HOLDINGS LLC                         DE        PRIMEDIA INC.                             100%
PRIMEDIA ENTERPRISES, INC.                                  DE        PRIMEDIA INC.                             100%
PRIMEDIA ENTHUSIAST PUBLICATIONS, INC.                      PA        PRIMEDIA MAGAZINES                        100%
PRIMEDIA FINANCE SHARED SERVICES, INC.                      DE        PRIMEDIA INC.                             100%
PRIMEDIA HOLDINGS III, INC.                                 DE        PRIMEDIA INC.                             100%
PRIMEDIA INFORMATION, INC.                                  DE        PRIMEDIA INC.                             100%
PRIMEDIA INTERNATIONAL, INC.                                DE        PRIMEDIA INC.                             100%
PRIMEDIA MAGAZINE FINANCE, INC.                             DE        PRIMEDIA MAGAZINES                        100%
PRIMEDIA MAGAZINES, INC.                                    DE        PRIMEDIA HOLDINGS III, INC.               100%
PRIMEDIA PRODUCTIONS DALLAS LLC                             DE        PRIMEDIA DIGITAL VIDEO HOLDINGS LLC       100%
              (F/K/A PRIMEDIA DIGITAL VIDEO LLC)
PRIMEDIA SPECIAL INTEREST PUBLICATIONS, INC.                DE        PRIMEDIA MAGAZINES                        100%
PRIMEDIA TEENCLICK CORPORATION                              DE        PRIMEDIA INC.                             100%
PRIMEDIA VENTURES, INC.                                     DE        PRIMEDIA INC.                             100%
PRIMEDIANET INC.                                            DE        PRIMEDIA INC.                             100%
PRIMEDIA WORKPLACE LEARNING LLC                             DE        HAAS PUBLISHING COMPANIES, INC.           100%
PRIMEDIA WORKPLACE LEARNING LP                              DE        PRIMEDIA WORKPLACE LEARNING LLC            99%
                                                                      HAAS PUBLISHING COMPANIES, INC.             1%
SIMBA INFORMATION, INC.                                     CT        PRIMEDIA INFORMATION, INC.                100%
SYMBOL OF EXCELLENCE PUBLISHERS, INC.                       AL        PRIMEDIA SPECIAL INTEREST                 100%
TELECOMCLICK LLC                                            DE        INDUSTRYCLICK                             100%
THE VIRTUAL FLYSHOP, INC.                                   CO        PRIMEDIA ENTHUSIAST                       100%
WESTCOTT PRIMEDIA LIMITED                             UNITED KINGDOM  PRIMEDIA INC.                             100%

</TABLE>


<PAGE>

                                                                        ANNEX IV



                                      LIENS

         None.



<PAGE>

                                                                         ANNEX V


                  EXISTING DEBT/EXISTING CONTINGENT OBLIGATIONS



PART A. EXISTING DEBT
        -------------

$100 million 10.25% Senior Notes due 6/1/04

$300 million 8.50% Senior Notes due 2/1/06

$250 million 7.625% Senior Notes due 4/1/08

$500 million 8.875% Senior Notes due 5/15/11


PART B. EXISTING CONTINGENT OBLIGATIONS
        -------------------------------

None.


<PAGE>


                                                                        ANNEX VI


                            EXISTING PREFERRED STOCK



         $250,000,000 $8.625 Series H Exchangeable Preferred Stock

         $200,000,000 $10.00 Series D Exchangeable Preferred Stock

         $125,000,000 $9.20 Series F Exchangeable Preferred Stock


<PAGE>


                                                                       ANNEX VII

                           EXISTING LETTERS OF CREDIT
                              (as of May 30, 2001)

<TABLE>
<CAPTION>


        NUMBER                  TYPE              VALUE DATE            EXP. DATE                   AMOUNT
        ------                  ----              ----------            ---------                   ------
<S>    <C>                   <C>                   <C>                   <C>                    <C>
       P751486               IRREV SBY             07/09/92              07/08/02                 730,409.00
       P751961               IRREV SBY             10/20/92              10/20/01                 250,000.00
       P752118               IRREV SBY             12/15/92              12/20/01                 280,000.00
       P753493               IRREV SBY             02/24/94              02/23/02                 104,400.00
       P212048               IRREV SBY             03/30/01              03/31/02                 825,000.00
       P213752               IRREV SBY             05/22/01              05/22/02               5,000,000.00
       P258839               IRREV SBY             11/09/95              11/09/01                 100,000.00
       P349081               IRREV SBY             08/07/96              07/30/01                  25,000.00
       P359321               IRREV SBY             03/18/98              06/30/02               1,781,310.00
       P359336               IRREV SBY             03/18/98              01/20/02                 910,717.00
       P359348               IRREV SBY             03/18/98              12/31/01               5,550,000.00
       P359362               IRREV SBY             03/18/98              12/31/01               5,550,000.00
       P379676               IRREV SBY             04/28/97              04/30/02                  24,900.00
       P359335               IRREV SBY             03/18/98              08/28/02                 600,000.00


</TABLE>


<PAGE>


                                                                      Annex VIII


                       EXISTING UNRESTRICTED SUBSIDIARIES


         PRIMEDIANet Inc.
         PRIMEDIA Ventures, Inc.
         PRIMEDIA Teenclick Corp.
         PRIMEDIA Digital Video Holdings LLC
         About.com, Inc.
         HPC Interactive, LLC Media Central Acquisition, LLC Kagan World Media
         Limited Kagan Asia Media, Ltd.
         In New York LLC
         PRIMEDIA International, Inc.