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                                                                  Exhibit 4.3



                                                                  EXECUTION COPY

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                                 LOAN AGREEMENT

                                      AMONG

                   RAINBOW NATIONAL SERVICES LLC, AS BORROWER;

                   THE GUARANTORS PARTY HERETO, AS GUARANTORS;

                             BANK OF AMERICA, N.A.,
                              AS SYNDICATION AGENT;

                           CREDIT SUISSE FIRST BOSTON,
                        CITICORP NORTH AMERICA, INC. AND
                       WACHOVIA BANK, NATIONAL ASSOCIATION
                           AS CO-DOCUMENTATION AGENTS;

                              JPMORGAN CHASE BANK,
                            AS ADMINISTRATIVE AGENT;

                                       AND

                      THE OTHER CREDIT PARTIES PARTY HERETO

                           DATED AS OF AUGUST 20, 2004

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         J.P. MORGAN SECURITIES INC. AND BANC OF AMERICA SECURITIES LLC,
                    AS CO-LEAD ARRANGERS AND CO-BOOK RUNNERS


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                                 LOAN AGREEMENT
                                      AMONG
                   RAINBOW NATIONAL SERVICES LLC, AS BORROWER;
                   THE GUARANTORS PARTY HERETO, AS GUARANTORS;
                             BANK OF AMERICA, N.A.,
                              AS SYNDICATION AGENT;
                           CREDIT SUISSE FIRST BOSTON,
                        CITICORP NORTH AMERICA, INC. AND
                       WACHOVIA BANK, NATIONAL ASSOCIATION
                           AS CO-DOCUMENTATION AGENTS;
                              JPMORGAN CHASE BANK,
                             AS ADMINISTRATIVE AGENT
                                       AND
                      THE OTHER CREDIT PARTIES PARTY HERETO

                              W I T N E S S E T H:

            WHEREAS, the Borrower has requested that the Swing Loan Lender, the
Issuing Bank and the Lenders make available to it the Commitments, on the terms
and conditions set forth herein, to, among other things, (a) refinance the
outstanding Obligations (as defined in the RMH Loan Agreement) under the RMH
Loan Agreement and the other Loan Documents (as defined in the RMH Loan
Agreement), (b) make Permitted Investments and Acquisitions and Restricted
Payments permitted under this Agreement, and (c) fund working capital and
general corporate purposes of the Borrower and the Subsidiary Guarantors; and

            WHEREAS, the Swing Loan Lender, the Issuing Bank and the Lenders are
willing to make the Commitments available to the Borrower upon the terms and
conditions set forth herein;

            NOW, THEREFORE, in consideration of the premises and the covenants
and agreements contained herein, and in order to induce the Credit Parties (as
defined herein) to consent to the transactions contemplated hereby, as well as
for other good and valuable consideration, the receipt and adequacy of all of
the foregoing as legally sufficient consideration being hereby acknowledged, the
parties hereto each do hereby agree as follows:

                            ARTICLE 1 - Definitions.

            For the purposes of this Agreement:

            "Acquisition" shall mean (a) any acquisition of all or substantially
all of the assets of a business or a business unit, (b) any acquisition of all
or substantially all of the capital stock or other ownership interest of any
other Person, or (c) any merger by any


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Rainbow Company of or with any other Person, such that, in any such case, such
Person shall become consolidated with such Rainbow Company in accordance with
GAAP after consummating such transaction.

            "Additional Amounts" shall have the meaning set forth in Section
2.10(c)(ii) hereof.

            "Adjusted Stock Compensation Plan Expense" shall mean, for AMC, IFC
and WE on a consolidated basis, the result, to the extent positive, of (a)
Employee Stock Compensation Plan Expense, minus (b) seven percent (7%) of
Calendar Operating Cash Flow for the immediately preceding fiscal year of AMC,
IFC and WE, minus (c) the lesser of (i) Employee Stock Compensation Plan Income
attributable to AMC, IFC and WE during such period and (ii) $25,000,000, in each
case for the most recently completed twelve (12) month period.

            "Adjustment Date" shall mean the second (2nd) Business Day after the
date on which the financial statements referred to in Section 7.1 hereof for the
fiscal quarter of the Borrower ending September 30, 2004, have been delivered to
the Arranger Banks.

            "Administrative Agent" shall mean JPMorgan Chase Bank, acting as
administrative agent for the Credit Parties, together with any successor
administrative agent.

            "Administrative Agent's Office" shall mean the office of the
Administrative Agent located at the address set forth in Section 12.1 hereof, or
such other office as may be designated pursuant to the provisions of Section
12.1 hereof.

            "Advance" or "Advances" shall mean amounts advanced to the Borrower
pursuant to Article 2 hereof on the occasion of any borrowing.

            "Affiliate" shall mean, with respect to any Person, any Person
(other than an individual whose sole relationship with such Person is as an
employee) directly or indirectly controlling, controlled by, or under common
control with such Person, and with respect to the Borrower Parties to the extent
not otherwise so deemed an Affiliate, each Unrestricted Subsidiary shall be
deemed an Affiliate of the Borrower Parties. For purposes of this definition,
"control" when used with respect to any Person includes the power to direct or
cause the direction of the management and policies of such Person, whether by
contract or otherwise.

            "Affiliation Agreement" shall mean any agreement between any
Borrower Party and a cable television operator or a direct broadcast satellite
system operator pursuant to which such operator agrees, among other things, to
distribute and exhibit to its subscribers programming of such Borrower Party.


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            "Agents" shall mean, collectively, the Administrative Agent, the
Syndication Agent and the Co-Documentation Agents, and "Agent" shall mean any
one of the foregoing Agents.

            "Agreement" shall mean this Loan Agreement.

            "Agreement Date" shall mean August 20, 2004.

            "AMC" shall mean American Movie Classics Company LLC, a New York
limited liability company (formerly known as American Movie Classics Company, a
New York general partnership).

            "AMC Consulting Agreement" shall mean that certain Consulting
Agreement dated as of March 29, 2001, among CSC Holdings, AMC and WE, pursuant
to which CSC Holdings has agreed to provide consulting services to AMC and WE
for an annual fee equal to three and one-half percent (3.50%) of the gross
revenues of AMC and WE during the applicable year and reimbursement of the cost
and expenses incurred by CSC Holdings in connection with the consulting
services.

            "AMC LLC Agreement" shall mean that certain Limited Liability
Agreement of American Movie Classics Company LLC.

            "AMC IV" shall mean American Movie Classics IV Holding Corporation,
a Delaware corporation.

            "Annualized Cash Flow" shall mean, as of any calculation date for
AMC, IFC and WE on a consolidated basis, (a) the product of (i) the result of
(A) Cash Flow, plus (B) the sum, to the extent deducted in computing Net Income,
of (1) Employee Stock Compensation Plan Expense, (2) Restructuring Charges, (3)
through December 31, 2004, the fees accrued under the AMC Consulting Agreement,
(4) for any six (6) month period that includes December 31, 2003, an amount of
up to $16,600,000 in the aggregate in respect of feature film library holdings
write-offs and an amount of up to $4,600,000 in the aggregate in respect of
charges relating to the investigation of improper expense accruals at the
Subsidiaries of the Borrower and (5) for any six (6) month period that includes
March 31, 2004, an amount of up to $4,200,000 in the aggregate in respect of
charges relating to the investigation of improper expense accruals at the
Subsidiaries of the Borrower, minus (C) the sum, to the extent added in
computing Net Income, of (1) Employee Stock Compensation Plan Income, in each
case for the most recently completed six (6) month period, times (ii) two (2),
minus (b) Adjusted Stock Compensation Plan Expense, minus (c) Restructuring
Charges for the most recently completed six (6) month period.

            "Annualized Interest Expense" shall mean the product of (a) Interest
Expense for the most recently completed two (2) fiscal quarters, times (b) two
(2).


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            "Applicable Law" shall mean, in respect of any Person, all
provisions of constitutions, statutes, rules, regulations and orders of
governmental bodies or regulatory agencies applicable to such Person and all
orders and decrees of all courts and arbitrators in proceedings or actions to
which the Person in question is a party or by which it is bound.

            "Applicable Margin" shall mean the interest rate margin applicable
to Advances hereunder as determined in accordance with Section 2.3(f) hereof.

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

            "Arranger Banks" shall mean, collectively, the Administrative Agent
and the Syndication Agent.

            "Assignment and Assumption Agreement" shall mean that certain form
of Assignment and Assumption Agreement in substantially the form of Exhibit A
attached hereto, pursuant to which each Lender may, as further provided in
Section 12.5 hereof, sell a portion of its Loans (other than Swing Loans) or
Commitments.

            "Authorized Debt Issuance" shall mean, with respect to the issuance
of any Indebtedness For Money Borrowed by the Borrower or Holdings, or both, (a)
up to $800,000,000 in an initial aggregate principal amount raised by the
Borrower or Holdings, or both, on or before the date of the consummation of the
RME Spin-Off (the "Initial Authorized Debt Issuance"), and (b) up to
$300,000,000 in an additional aggregate principal amount raised by the Borrower
or Holdings, or both (collectively, the "Subsequent Authorized Debt Issuances"),
in each case, on terms and conditions which shall (i) have a maturity date no
earlier than six (6) months after the Final Maturity Date, (ii) not have any
required cash redemptions prior to six (6) months after the Final Maturity Date,
(iii) be unsecured, (iv) be contractually subordinated to the Obligations on
terms reasonably satisfactory to the Arranger Banks, (v) not be supported by any
guaranty of the Borrower or any Subsidiary of the Borrower (unless, with respect
to any Authorized Debt Issuance by the Borrower, such guaranty shall be given by
a Subsidiary Guarantor and be contractually subordinated to the Obligations on
terms reasonably satisfactory to the Arranger Banks), (vi) be issued subject to
demonstration to the reasonable satisfaction of the Arranger Banks of pro forma
compliance with the Financial Covenants through the Final Maturity Date, (vii)
be issued on market terms and conditions which shall be no more restrictive on
the Borrower Parties than the terms and conditions of this Agreement and the
other Loan Documents, and (viii) be otherwise reasonably satisfactory to the
Arranger Banks; provided, however, that clauses (i) and (iv) and the
subordination requirement of clause (v) of this definition shall not apply to up
to $300,000,000 of the Initial Authorized Debt Issuance (the "Senior Authorized
Debt Issuance").


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            "Authorized Signatory" shall mean, with respect to any Person, such
senior personnel of such Person as may be duly authorized and designated in
writing by such Person to execute documents, agreements and instruments on
behalf of such Person.

            "Available Film Rights Add-Back" shall mean, with respect to any
period, (a) $75,000,000 minus (b) the aggregate amount of any Available Film
Rights Add-Backs used by the Borrower to calculate Excess Film Rights Payments
with respect to any prior periods.

            "Available Revolving Loan Commitment" shall mean, as of any date,
the excess of (a) the Revolving Loan Commitment, over (b) the sum of (i) the
aggregate principal amount of Revolving Loans outstanding on such date and (ii)
the L/C Obligations outstanding on such date.

            "Bankruptcy Code" shall mean the United States Bankruptcy Code (11
U.S.C. Section 101 et seq.), as now or hereafter amended, and any successor
statute, or any other applicable federal or state bankruptcy law or other
similar law.

            "Base Rate" shall mean, as of any date, a fluctuating interest rate
per annum equal to the greater of (a) the Prime Rate and (b) the sum of (i) the
Federal Funds Effective Rate plus (ii) one-half of one percent (0.50%). The Base
Rate shall be adjusted automatically as of the opening of business on the
effective date of each change in the Prime Rate or the Federal Funds Effective
Rate, as the case may be.

            "Base Rate Advance" shall mean an Advance (other than a Swing Loan)
which the Borrower requests to be made as a Base Rate Advance or which is
converted to a Base Rate Advance in accordance with the provisions of Section
2.2 hereof.

            "Borrower" shall mean Rainbow National Services LLC, a Delaware
limited liability company.

            "Borrower Parties" shall mean, collectively, the Borrower and the
Guarantors, and "Borrower Party" shall mean any one of the foregoing Borrower
Parties.

            "Business Day" shall mean a day on which banks are not authorized or
required to be closed and foreign exchange markets are open for the transaction
of business required for this Agreement in London, England, as relevant to the
determination to be made or the action to be taken, and New York City, New York.

            "Calendar Operating Cash Flow" shall mean, as of each fiscal year
end for AMC, IFC and WE on a consolidated basis, the result of (a) Cash Flow,
plus (b) Employee Stock Compensation Plan Expense, minus (c) Employee Stock
Compensation Plan Income, minus (d) Adjusted Stock Compensation Plan Expense, in
each case for the twelve (12) month period then ended.


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            "Capital Expenditures" shall mean expenditures for the purchase of
assets of long-term use which are capitalized in accordance with GAAP (excluding
any expenditures for and under Film Rights Agreements of the Borrower Parties).

            "Capitalized Lease Obligation" shall mean that portion of any
obligation of a Person as lessee under a lease which at the time would be
required to be capitalized on the balance sheet of such lessee in accordance
with GAAP.

            "Cash Equivalents" shall mean the following:

            (a) marketable, direct obligations of the United States of America
      maturing within three hundred ninety-seven (397) days of the date of
      purchase;

            (b) commercial paper issued by any Lender (or any Lender Affiliate)
      or by corporations, each of which shall have a consolidated net worth of
      at least $250,000,000 and each of which conducts a substantial part of its
      business in the United States of America, maturing within one hundred
      eighty (180) days from the date of the original issue thereof, and rated
      "P-1" or better by Moody's or "A-1" or better by S&P;

            (c) fully collateralized repurchase agreements in such amounts and
      with such financial institutions having a rating of Baa or better from
      Moody's, or a rating of "A-" or better from S&P, as the Borrower may
      select from time to time;

            (d) certificates of deposit, banker's acceptances and time deposits
      maturing within three hundred ninety-seven (397) days after the date of
      purchase, which are issued by any Lender or by a United States national or
      state bank or foreign bank having capital, surplus and undivided profits
      totaling more than $100,000,000, and having a rating of Baa or better from
      Moody's, or a rating of "A-" or better from S&P; and

            (e) money market funds that (i) comply with the criteria set forth
      in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated
      AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of at least
      $5,000,000,000.

            "Cash Flow" shall mean, for any period, the sum of (a) Net Income
(excluding any unusual, non-recurring or extraordinary items), plus (b) the sum,
in each case to the extent deducted in calculating Net Income, of (i) Interest
Expense, (ii) depreciation, (iii) amortization (excluding Film Rights
Amortization), (iv) non-cash losses on securities and Interest Hedge Agreements,
(v) taxes, (vi) non-cash charges incurred subsequent to the Agreement Date
resulting from the application of SFAS No. 123 or SFAS No. 142, (vii) Deferred
Carriage Fees, (viii) interest expense in respect of the PIK Preferred and (ix)
other non-cash expenses (excluding any such non-cash


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expense to the extent that it represents an accrual of or reserve for cash
expenses in any future period), minus (c) the sum, in each case to the extent
added in calculating Net Income, of (i) non-cash gains on securities and
Interest Hedge Agreements and (ii) non-cash items increasing Net Income, other
than the accrual of revenue consistent with past practice.

            "Change of Control" shall mean any of the following events:

            (a) Prior to the consummation of the RME Spin-Off, CSC Holdings
      shall, at any time, cease to own and vote, directly or indirectly, one
      hundred percent (100%) of the outstanding capital stock or other equity
      interests of RME;

            (b) RME shall, at any time, cease to own and vote, directly or
      indirectly, one hundred percent (100%) of the outstanding capital stock or
      other equity interests of Holdings;

            (c) Holdings shall, at any time, cease to own and vote, directly or
      indirectly, one hundred percent (100%) of the outstanding capital stock or
      other equity interests of the Borrower;

            (d) the Borrower shall, at any time, cease to own and vote, directly
      or indirectly, one hundred percent (100%) of the Voting Stock of each of
      the Subsidiary Guarantors (except to the extent that (i) the Voting Stock
      of any such Subsidiary Guarantor is permitted to be disposed of, and (ii)
      any such Subsidiary Guarantor is permitted to issue any additional Voting
      Stock pursuant to the terms and conditions of this Agreement);

            (e) the Dolan Family Interests, collectively and in the aggregate,
      shall cease to own, directly or indirectly, at least fifty and one-tenth
      percent (50.1%) of the outstanding Voting Stock of RME; or

            (f) the Dolan Family Interests shall, at any time, cease to have
      management control over the business and operations of the Borrower
      Parties, other than as a result of a sale or other disposition of a
      Subsidiary Guarantor permitted under Section 8.5 of this Agreement.

            Notwithstanding the foregoing, the consummation of the RME Spin-Off
shall not be deemed a Change of Control.

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

            "Co-Documentation Agents" shall mean, collectively, Credit Suisse
First Boston, Citicorp North America, Inc. and Wachovia Bank, National
Association, in their


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respective capacities as documentation agent under this Agreement, and
"Co-Documentation Agent" shall mean any one of the foregoing Co-Documentation
Agents.

            "Collateral" shall mean any assets in which any Credit Party may
have a security interest pursuant to any Security Document.

            "Commitment Percentage" shall mean, with respect to any Lender, the
ratio, expressed as a percentage, of (a) the Commitments of such Lender, divided
by (b) the aggregate Commitments of all of the Lenders. As of the Agreement
Date, the Commitment Percentage of each Lender is set forth on Schedule 1 to the
Lender Addendum delivered by such Lender.

            "Commitments" shall mean, collectively, the Revolving Loan
Commitment, the Term B Loan Commitment, any Incremental Facility Commitments
issued hereunder and any replacement commitments of any of the foregoing issued
hereunder.

            "Company" shall mean any corporation, partnership, limited liability
company or other legal entity.

            "Constituent Documents" shall mean, (a) with respect to any
corporation, such corporation's certificate or articles of incorporation and
by-laws, (b) with respect to any partnership, such partnership's partnership
agreement and certificate of limited partnership (if applicable), and (c) with
respect to any limited liability company, such limited liability company's
operating agreement and certification of organization (or other similar
document, as the case may be).

            "Converted Term Loan" shall have the meaning set forth in Section
2.1(d)(ii).

            "Credit Parties" shall mean, collectively, the Administrative Agent,
the Co-Documentation Agents, the Syndication Agent, the Lenders, the Swing Loan
Lender, the Issuing Bank and any Incremental Facility Lenders.

            "Credit Party Interest Hedge Agreements" shall mean all Interest
Hedge Agreements between the Borrower, on the one hand, and any Credit Party (or
any Lender Affiliate thereof or any Person that was a Credit Party (or a Lender
Affiliate thereof) on the date of entering into such Interest Hedge Agreement),
on the other hand.

            "CSC Holdings" shall mean CSC Holdings, Inc., a Delaware
corporation.

            "CVC" shall mean Cablevision Systems Corporation, a Delaware
corporation.


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<PAGE>

            "Debt Service" shall mean, as of any date of determination, for the
Rainbow Companies on a consolidated basis, the sum of (a) Annualized Interest
Expense, (b) cash taxes paid during the most recently completed twelve (12)
calendar month period, (c) payments of Obligations outstanding under the
Revolving Loan Commitment in connection with Mandatory Commitment Reductions
during the immediately succeeding twelve (12) calendar month period, (d)
scheduled and mandatory payments of the Term B Loans pursuant to Sections 2.6
and 2.7 hereof during the immediately succeeding twelve (12) calendar month
period (other than the mandatory payments of the Term B Loans scheduled to be
made on June 30, 2011, September 30, 2011, December 31, 2011, and March 31,
2012), (e) scheduled principal payments under Capitalized Lease Obligations
during the immediately succeeding twelve (12) calendar month period and (f)
Excess Film Rights Payments during the immediately succeeding twelve (12)
calendar month period.

            "Debt Service Ratio" shall mean, on any calculation date, the ratio
of (a) Annualized Cash Flow to (b) Debt Service.

            "Default" shall mean any Event of Default, and any of the events
specified in Section 9.1 hereof which with any passage of time or giving of
notice (or both) would constitute such event an Event of Default.

            "Default Rate" shall mean a simple per annum interest rate equal to
the sum of (a) the Base Rate, (b) the Applicable Margin then in effect with
respect to Base Rate Advances, and (c) two percent (2%).

            "Deferred Carriage Fees" shall mean the amortization by AMC, IFC and
WE of (a) launch support payments and (b) payments in exchange for carriage,
which expenditures shall, at all times, be amortized in accordance with GAAP.

            "Discretionary Distributions Basket Amount" shall mean, for calendar
year 2004 and each calendar year thereafter during the term of this Agreement,
$50,000,000. Notwithstanding the foregoing, to the extent that amounts available
under the Discretionary Distributions Basket Amount with respect to any calendar
year are not used, such amounts may be carried forward to increase the
Discretionary Distributions Basket Amount during the years following such year;
provided, however, that the aggregate amount available under the Discretionary
Distributions Basket Amount during the term of this Agreement shall not exceed
$200,000,000.

            "Dolan" shall mean Charles F. Dolan.

            "Dolan Family Interests" shall mean (a) any Dolan Family Member, (b)
any trusts for the benefit of any Dolan Family Members, (c) any estate of any
Dolan Family Member or testamentary trust of any Dolan Family Member for the
benefit of any Dolan Family Members, (d) any executor, administrator,
conservator or legal or personal representative of any Person or Persons
specified in clauses (a), (b) and (c) above to the


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extent acting in such capacity on behalf of any Dolan Family Member or Members
and not individually, (e) any Person, eighty percent (80%) of which is owned and
controlled by any of the foregoing or combination of the foregoing, and (f) The
Dolan Family Foundation, a New York not-for-profit corporation.

            "Dolan Family Members" shall mean (a) Dolan and (b) any spouse,
child, child of a spouse, parent, grandchild or other descendant of Dolan (where
applicable in each of the foregoing instances, whether natural or adopted), and
any other intestate distribute, heir or legatee of Dolan.

            "Dollars" or "$" shall mean the basic unit of the lawful currency of
the United States of America.

            "Eligible Assignee" shall mean (a) a Lender, (b) a Lender Affiliate,
(c) an Approved Fund, or (d) any other Person (other than the Borrower or any of
its Affiliates) approved by the Administrative Agent and, unless a Default has
occurred and is continuing, the Borrower (such approval of the Administrative
Agent and the Borrower not to be unreasonably withheld or delayed).

            "Employee Stock Compensation Plan Expense" shall mean, with respect
to any Person, the expense incurred for the respective period in respect of the
employee stock incentive programs of such Person, as determined in accordance
with GAAP.

            "Employee Stock Compensation Plan Income" shall mean, with respect
to any Person, income attributable to such Person for the respective period as a
result of the reversal of any Employee Stock Compensation Plan Expense accrued
during a prior period, as determined in accordance with GAAP.

            "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as in effect from time to time.

            "ERISA Affiliate" shall mean any "affiliate" of the Borrower and its
Subsidiaries within the meaning of Section 414 of the Code.

            "Eurodollar Advance" shall mean an Advance (other than a Swing Loan)
which the Borrower requests to be made as a Eurodollar Advance or which is
continued as or converted to a Eurodollar Advance in accordance with the
provisions of Section 2.2 hereof.

            "Eurodollar Advance Period" shall mean, in connection with any
Eurodollar Advance, the term of such Advance selected by the Borrower, which may
be one (1), two (2), three (3) or six (6) months, and subject to the last
proviso of this definition nine (9) or twelve (12) months, or otherwise
determined in accordance with this Agreement; provided, however, notwithstanding
the foregoing, (a) any applicable Eurodollar Advance Period which would
otherwise end on a day which is not a Business


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Day shall be extended to the next succeeding Business Day unless such Business
Day falls in another calendar month, in which case such Eurodollar Advance
Period shall end on the next preceding Business Day, (b) any applicable
Eurodollar Advance Period which begins on a day for which there is no
numerically corresponding day in the calendar month during which such Eurodollar
Advance Period is to end shall (subject to clause (a) above) end on the last day
of such calendar month, and (c) no Eurodollar Advance Period shall extend beyond
the Final Maturity Date or such earlier date as would interfere with the
repayment obligations of the Borrower under Section 2.7 hereof; provided
further, however, the Borrower may not select a Eurodollar Advance Period in
excess of six (6) months unless the Administrative Agent has notified the
Borrower that (i) that each of the Lenders has available to it funds for such
Lender's share of the proposed Advance which are not required for other
purposes, (ii) such funds are available to each Lender at a rate (exclusive of
reserves and other adjustments) at or below the Eurodollar Rate for such
proposed Advance and Eurodollar Advance Period, and (iii) each Lender has, in
its sole discretion, agreed to fund such Advance.

            "Eurodollar Basis" shall mean a simple per annum interest rate
(rounded upward, if necessary, to the nearest one-hundredth of one percent
(1/100%)) equal to the quotient of (a) the Eurodollar Rate divided by (b) one
minus the Eurodollar Reserve Percentage, stated as a decimal, and once
determined, shall be subject to Article 11 hereof and shall remain unchanged
during the applicable Eurodollar Advance Period, except for changes to reflect
adjustments in the Eurodollar Reserve Percentage.

            "Eurodollar Rate" shall mean, for any Eurodollar Advance Period, the
rate per annum determined by the Administrative Agent to be the arithmetic mean
of the interest rates per annum (rounded upward to the nearest one-sixteenth of
one percent (1/16%)) which appear on Telerate Page 3750 as of 11:00 a.m. (London
time), or, if unavailable, the Reuters Screen LIBO Page, two (2) Business Days
before the first day of such Eurodollar Advance Period, in an amount
approximately equal to the principal amount of, and for a length of time
approximately equal to the Eurodollar Advance Period for, the Eurodollar Advance
sought by the Borrower.

            "Eurodollar Reserve Percentage" shall mean the percentage which is
in effect from time to time under Regulation D of the Board of Governors of the
Federal Reserve System, as such regulation may be amended from time to time, as
the actual reserve requirement applicable with respect to Eurocurrency
liabilities (as that term is defined in Regulation D), to the extent any Lender
has any Eurocurrency liabilities subject to such reserve requirement at that
time. The Eurodollar Basis for any Eurodollar Advance shall be adjusted as of
the effective date of any change in the Eurodollar Reserve Percentage.

            "Event of Default" shall mean any of the events specified in Section
9.1 hereof, provided that any requirement for notice or lapse of time, or both,
has been satisfied.


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            "Excess Film Rights Payments" shall mean, for any period, the
excess, if any, of (a) cash payments in respect of film rights over (b) Film
Rights Amortization; provided, however, that, at the Borrower's option, such
excess may be reduced to not less than zero (0) by all or any portion of the
Available Film Rights Add-Back.

            "Exemption Certificate" shall have the meaning set forth in Section
2.10(c)(iii) hereof.

            "Existing Term Loan" shall mean an "Incremental Term C Loan" (as
defined in the RMH Loan Agreement).

            "FCC" shall mean the Federal Communications Commission, or any
successor thereto.

            "Federal Funds Effective Rate" shall mean, as of any date, the
weighted average (rounded upwards, if necessary, to the next one-hundredth of
one percent (1/100 of 1%)) of the rates on overnight federal funds transactions
with the members of the Federal Reserve System arranged by federal funds
brokers, as published on the next succeeding Business Day by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average (rounded upwards, if necessary, to the next
one-hundredth of one percent (1/100 of 1%)) of the quotations for such day on
such transactions received by the Administrative Agent from three (3) federal
funds brokers of recognized standing selected by the Administrative Agent.

            "Fee Letters" shall mean those certain Fee Letters by and between
the Borrower, on the one hand, and each of the Administrative Agent and the
Arranger Banks, J.P. Morgan Securities Inc. and Banc of America Securities LLC,
as co-lead arrangers and co-book runners, on the other hand, setting forth the
applicable fees relating to this Agreement.

            "Film Rights Agreements" shall mean, collectively, each agreement
between any of the Borrower Parties and any other Person for the agreement to
use, produce, license, exhibit or distribute programming.

            "Film Rights Amortization" shall mean the amortization of
expenditures of AMC, IFC and WE for the acquisition of film rights and broadcast
programming, which expenditures shall, at all times, be amortized in accordance
with GAAP.

            "Final Maturity Date" shall mean March 31, 2012, or such earlier
date on which the payment of all outstanding Obligations shall be due (whether
by acceleration or otherwise).

            "Financial Covenants" shall mean the financial covenants applicable
to the Borrower from time to time as set forth in Sections 8.8, 8.9, 8.10 and
8.11 hereof.


                                       12
<PAGE>

            "Financial Statements Delivery Date" shall mean (a) with respect to
the delivery of quarterly financial statements and information pursuant to
Section 7.1 hereof for each fiscal quarter of the Borrower ended during the term
of this Agreement, the date which is sixty (60) days after the last day of each
such fiscal quarter, and (b) with respect to the delivery of annual financial
statements and information pursuant to Section 7.2 hereof for each fiscal year
of the Borrower ended during the term of this Agreement, the date which is one
hundred ten (110) days after the end of each such fiscal year.

            "Flow Through Entity" shall mean an entity that (a) for federal
income tax purposes, constitutes a business entity that is disregarded as an
entity separate from its owners under the Code, the Treasury regulations, or any
published administrative guidance of the IRS (a "Federal Flow Through Entity"),
and (b) for state and local jurisdiction tax purposes, is subject to treatment
on a basis under applicable state or local income tax law substantially similar
to a Federal Flow Through Entity.

            "Foreign Lender" shall have the meaning set forth in Section
2.10(c)(iii) hereof.

            "Fund" shall mean any Person (other than the Borrower or any of its
Affiliates) that is (or will be) primarily engaged in making, purchasing,
holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.

            "GAAP" shall mean generally accepted accounting principles in the
United States, as in effect from time to time, consistently applied.

            "Guarantee Supplement" shall have the meaning set forth in Section
6.14(a) hereof.

            "Guarantors" shall mean, collectively, Holdings and the Subsidiary
Guarantors, and "Guarantor" shall mean any one of the foregoing Guarantors.

            "Guaranty" or "Guaranteed" as applied to an obligation (each a
"primary obligation"), shall mean and include (a) any guaranty, direct or
indirect, in any manner, of any part or all of such primary obligation, and (b)
any agreement, direct or indirect, contingent or otherwise, the practical effect
of which is to assure in any way the payment or performance (or payment of
damages in the event of non-performance) of any part or all of such primary
obligation, including, without limiting the foregoing, any reimbursement
obligations as to amounts drawn down by beneficiaries of outstanding letters of
credit and any obligation of a Person (the "primary obligor"), whether or not
contingent, (i) to purchase any such primary obligation or any property or asset
constituting direct or indirect security therefor, (ii) to advance or supply
funds (A) for the purchase or payment of such primary obligation or (B) to
maintain working capital, equity capital or the net worth, cash flow, solvency
or other balance sheet or income statement condition of any other Person, (iii)
to purchase property, assets, securities or


                                       13
<PAGE>

services primarily for the purpose of assuring the owner or holder of any
primary obligation of the ability of the primary obligor with respect to such
primary obligation to make payment thereof, or (iv) otherwise to assure or hold
harmless the owner or holder of such primary obligation against loss in respect
thereof.

            "Holdings" shall mean Rainbow Programming Holdings LLC, a Delaware
limited liability company.

            "IFC" shall mean The Independent Film Channel LLC, a Delaware
limited liability company.

            "Incremental Facility Commitments" shall mean, collectively, the
aggregate commitments of the Incremental Facility Lenders to make Advances of
the Incremental Facility Loans to the Borrower in accordance with Section 2.14
hereof. The Borrower may obtain Incremental Facility Commitments from more than
one Incremental Facility Lender, which commitments shall be several obligations
of each such Incremental Facility Lender.

            "Incremental Facility Indebtedness" shall mean all principal,
interest, fees, and other amounts from time to time due or accrued in connection
with the Incremental Facility Loans.

            "Incremental Facility Lenders" shall mean any Lenders having an
Incremental Facility Commitment or making Incremental Facility Loans pursuant
thereto.

            "Incremental Facility Loans" shall mean the amounts advanced by the
Incremental Facility Lenders to the Borrower as Incremental Facility Loans under
the Incremental Facility Commitment, not to exceed the amount of the Incremental
Facility Commitment.

            "Incremental Facility Maturity Date" shall mean the maturity date
for the Incremental Facility Loans as set forth in the Notice of Incremental
Facility Commitment applicable thereto, or such earlier date on which the
payment of all outstanding Obligations in respect of such Incremental Facility
Commitment shall be due (whether by acceleration or otherwise).

            "Incremental Facility Notes" shall mean those certain Incremental
Facility Notes described in Section 2.14(d) hereof.

            "Indebtedness" shall mean, with respect to any Person, (a) all items
(except items of shareholders' and partners' equity or capital stock or surplus
or general contingency or deferred tax reserves or obligations with respect to
the PIK Preferred as permitted by Sections 8.5(c) and 8.7 hereof) which in
accordance with GAAP would be included in determining total liabilities as shown
on the liability side of a balance sheet of such Person, (b) all direct or
indirect obligations secured by any Lien to which any


                                       14
<PAGE>



property or asset owned by such Person is subject, whether or not the obligation
secured thereby shall have been assumed, (c) to the extent not otherwise
included, all Capitalized Lease Obligations of such Person, (d) all
reimbursement obligations with respect to outstanding letters of credit, and (e)
all net obligations in respect of Interest Hedge Agreements.

            "Indebtedness For Money Borrowed" shall mean, with respect to any
Person, all money borrowed by such Person and all Indebtedness represented by
notes payable by such Person and drafts accepted representing extensions of
credit to such Person, all obligations of such Person evidenced by bonds,
debentures, notes, or other similar instruments, all net obligations in respect
of Interest Hedge Agreements, all reimbursement obligations with respect to
letters of credit, all Indebtedness of such Person upon which interest charges,
commitment fees or letter of credit fees are customarily paid, and all
Indebtedness of such Person issued or assumed as full or partial payment for
property or services, whether or not any such notes, drafts, obligations, or
Indebtedness represent Indebtedness for money borrowed (excluding accounts
payable and other accruals incurred in the ordinary cause of business and all
obligations with respect to the PIK Preferred as permitted by Sections 8.5(c)
and 8.7 hereof). For purposes of this definition, interest which is accrued but
not paid on the original due date or within any applicable cure or grace period
as provided by the underlying contract for such interest shall be deemed
Indebtedness For Money Borrowed.

            "Indemnitee" shall have the meaning given thereto in Section 6.13
hereof.

            "Indentures" shall mean, collectively, the Senior Notes Indenture
and the Senior Subordinated Notes Indenture.

            "Initial Authorized Debt Issuance" shall have the meaning set forth
in the definition of Authorized Debt Issuance.

            "Initial Maturity Date" shall mean September 30, 2011, or such
earlier date on which the payment of all outstanding Obligations in respect of
the Revolving Loan Commitment shall be due (whether by acceleration or
otherwise).

            "Insolvency Proceeding" shall mean, with respect to any Person, any
insolvency, receivership, bankruptcy, dissolution, liquidation or reorganization
proceeding, or any other proceeding, whether voluntary or involuntary, by or
against such Person, under the Bankruptcy Code or any other bankruptcy or
insolvency law or laws, federal or state, relating to the relief of debtors of
any jurisdiction, whether now or hereafter in effect, and any out-of-court
composition, assignment for the benefit of creditors, readjustment of
Indebtedness, reorganization, extension or other debt arrangement of any kind.

            "Interest Coverage Ratio" shall mean, on any calculation date, the
ratio of (a) Six Month Cash Flow to (b) Trailing Six Month Interest Expense.


                                       15
<PAGE>

            "Interest Expense" shall mean, for any period with respect to any
Person, an amount equal to the sum of (a) the interest and commitment fees
accrued during such period with respect to the aggregate amount of Indebtedness
For Money Borrowed, (b) the interest component of Capitalized Lease Obligations
and (c) Restricted Payments made to Holdings for the purpose of paying interest
on Indebtedness of Holdings.

            "Interest Hedge Agreement" shall mean any interest rate swap, cap,
collar, floor, caption or swap agreement, or any similar arrangement designed to
hedge the risk of variable interest rate volatility or to reduce interest costs,
arising at any time between the Borrower, on the one hand, and any other Person,
on the other hand, as such agreement or arrangement may be modified,
supplemented, amended, and in effect from time to time.

            "Investment" shall mean any capital contributions to, loans to,
repurchase agreements with or investments in securities of, or Guaranties issued
for the benefit of, a Person (including, without limitation, any of the
Unrestricted Subsidiaries), but in any case shall not include any Acquisition.

            "IRS" shall mean the Internal Revenue Service.

            "Issuing Bank" shall mean the Administrative Agent and, upon any
such Person's agreement to act as an Issuing Bank hereunder, any Lender or any
Lender Affiliate, in each case as issuer of any Letter of Credit hereunder.

            "L/C Obligations" shall mean, at any date, the sum of (a) the
aggregate amount then available to be drawn under all outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit which
have not then been reimbursed by the Borrower pursuant to Section 2.15 hereof.

            "Lender Addendum" shall mean, with respect to any Lender, a Lender
Addendum, substantially in the form of Exhibit B attached hereto, to be executed
and delivered by such Lender on the Agreement Date as provided in Section 12.17
hereof.

            "Lender Affiliate" shall mean with respect to any Lender, (a) any
Person directly or indirectly controlling, controlled by or under common control
with such Lender or (b) any entity (whether a corporation, partnership, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is wholly-owned by a Lender or a Lender Affiliate of such Lender.

            "Lenders" shall mean the financial institutions or other entities
that from time to time become parties to this Agreement as Lenders (including
the Swing Loan Lender), and "Lender" shall mean any one of the foregoing
Lenders.


                                       16
<PAGE>

            "Letter of Credit" shall mean any Letter of Credit issued by any
Issuing Bank pursuant to Section 2.15 hereof.

            "Letter of Credit Committed Amount" shall mean $50,000,000.

            "Lien" shall mean, with respect to any property, any mortgage, lien,
pledge, assignment, charge, security interest, title retention agreement, levy,
execution, seizure, attachment, garnishment, or other encumbrance of any kind in
respect of such property, whether or not choate, vested, or perfected.

            "Liquidity" shall mean the sum of (a) the Available Revolving Loan
Commitment permitted to be incurred pursuant to Sections 4.2 and 4.3 hereof
minus outstanding Swing Loans plus (b) the cash on hand of the Rainbow
Companies.

            "Loan Documents" shall mean this Agreement, the Notes, the Fee
Letters, the Security Documents, the Subordination of Intercompany Obligations
Agreement, all documents executed in connection with any Incremental Facility
Loans, all Letters of Credit, all Requests for Advance, all Requests for
Issuance of Letters of Credit, all documents executed by any of the Borrower
Parties pursuant to Section 6.14 hereof and all other fee letters, documents,
instruments, certificates and agreements executed or delivered in connection
with or contemplated by this Agreement; provided, however, that, notwithstanding
the foregoing, none of the Credit Party Interest Hedge Agreements shall
constitute Loan Documents.

            "Loans" shall mean, collectively, the Revolving Loans, the Term B
Loans, the Swing Loans, and, if any Incremental Facility Commitments have been
issued hereunder, the Incremental Facility Loans made under such Incremental
Facility Commitments, and "Loan" shall mean any of the foregoing.

            "Majority Lenders" shall mean, at any time, (a) prior to the
occurrence of an Event of Default and termination of the Commitments, Lenders
the sum of whose Undrawn Commitments plus Loans then outstanding equals or
exceeds fifty and one-tenth percent (50.1%) of the sum of the Undrawn
Commitments plus the Loans then outstanding for all Lenders, or (b) at any time
that there exists an Event of Default hereunder and the Commitments have been
terminated, Lenders the total of whose Loans outstanding equals or exceeds fifty
and one-tenth percent (50.1%) of the total principal amount of the Loans then
outstanding hereunder.

            "Mandatory Borrowing" shall have the meaning given thereto in
Section 2.8(b) hereof.

            "Mandatory Commitment Reductions" shall mean, as of any calculation
date, the excess, if any, of (a) the aggregate principal amount of the Revolving
Loans, the Swing Loans and the L/C Obligations outstanding at the beginning of
the period being


                                       17
<PAGE>

measured, over (b) the lowest amount of the Revolving Loan Commitment during the
period being measured.

            "Material Affiliate Contracts" shall mean, collectively, (a) the AMC
Consulting Agreement, (b) the Services Agreement, and (c) each agreement between
any of the Borrower Parties with any of its Affiliates identified on Schedule 1
attached hereto.

            "Material Film Rights Agreement" shall mean any Film Rights
Agreement of any Borrower Party pursuant to which such Borrower Party is
obligated to make payments of $10,000,000 or more in the aggregate.

            "Material Affiliation Agreement" shall mean any Affiliation
Agreement covering 1,000,000 or more subscribers.

            "Material Subsidiaries" shall mean, collectively, (a) the Guarantors
and (b) any other Subsidiaries of the Borrower having (either individually or
collectively, in the case of any holding company Subsidiaries, with their
respective operating Subsidiaries) a "fair market value" of $5,000,000 or more,
as determined by the Arranger Banks in their reasonable discretion.

            "Materially Adverse Effect" shall mean any materially adverse effect
upon the business, assets, financial condition or results of operations of the
Borrower Parties, taken as a whole on a consolidated basis in accordance with
GAAP, or upon the ability of the Borrower Parties, taken as a whole, to perform
their respective Obligations under this Agreement or any other Loan Document.

            "Maturity Date" shall mean, with respect to all amounts owing or
Advances made, under (a) the Revolving Loan Commitment, the Initial Maturity
Date, (b) the Term B Loan Commitment, the Final Maturity Date, and (c) any
Incremental Facility Commitment, the Incremental Facility Maturity Date
applicable thereto.

            "Maximum Guaranteed Amount" shall have the meaning ascribed thereto
in Section 3.3(e) hereof.

            "Moody's" shall mean Moody's Investor Service, Inc.

            "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.

            "Net Cash Proceeds" shall mean, with respect to any issuance or sale
by any Person of Indebtedness or stock or other equity interests, and with
respect to any sale, lease, transfer or other disposition of assets, the amount
equal to (a) the gross cash consideration (including, without limitation, any
payments received in respect of covenants not to compete, consulting or
management fees, and any portion of the amount received in cash upon payment of
a buyer promissory note or other evidence of


                                       18
<PAGE>

Indebtedness) in connection with such issuance, sale, lease, transfer or other
disposition, minus (b) the sum of (i) any underwriting or commitment fees or
sales commissions required to be paid on the closing of such transaction, (ii)
any attorneys' fees incurred by such Person in connection with such transaction,
and (iii) cash taxes related to the transaction to the extent payable by such
Person.

            "Net Income" shall mean, with respect to any Person for any period,
the aggregate amount of net income of such Person, after taxes (unless such
Person is a partnership or limited liability company), for such period as
determined in accordance with GAAP.

            "New Affiliated Equity" shall mean any infusion of equity by
Holdings, RME, any Affiliate of RME or any other Person satisfactory to the
Majority Lenders into the Borrower after the Agreement Date (whether the amount
of such equity shall have been obtained by any such Person in connection with
the public issuance of stock or other equity interests by such Person or
otherwise), including, without limitation, any contribution to the Borrower of
the PIK Preferred as permitted by Sections 8.5(c) and 8.7 hereof.

            "Notes" shall mean, collectively, the Revolving Notes, the Term B
Notes, the Swing Loan Note and, if applicable, the Incremental Facility Notes.

            "Notice of Continuation/Conversion" shall mean a notice in
substantially the form of Exhibit C attached hereto.

            "Notice of Incremental Facility Commitment" shall have the meaning
set forth in Section 2.14(b) hereof.

            "Obligations" shall mean (a) all payment and performance obligations
of the Borrower and all other obligors to the Lenders, the Swing Loan Lender,
the Incremental Facility Lenders, the Administrative Agent and the other Credit
Parties under this Agreement and the other Loan Documents, as they may be
amended from time to time, or as a result of making the Loans or the Incremental
Facility Loans, (b) the obligation to pay an amount equal to the amount of any
and all damages which the Lenders, the Swing Loan Lender, the Incremental
Facility Lenders, the Administrative Agent or the other Credit Parties, or any
of them, or any of their Lender Affiliates, may suffer by reason of a breach by
the Borrower or any other obligor of any obligation, covenant or undertaking
with respect to this Agreement or any other Loan Document and (c) all
obligations of the Borrower arising from or in connection with any Credit Party
Interest Hedge Agreements (only to the extent that such Credit Party Interest
Hedge Agreements are permitted pursuant to Section 8.1(d) hereof).

            "Payment Date" shall mean the last day of each Eurodollar Advance
Period.


                                       19
<PAGE>

            "PBGC" shall mean the Pension Benefit Guaranty Corporation, or any
successor thereto.

            "Permitted Investments" shall mean Investments described in and
permitted to be made under Section 8.2 hereof.

            "Permitted Liens" shall mean, as applied to any Person:

            (a) Any Lien in favor of any Credit Party given to secure the
Obligations;

            (b) (i) Liens on real estate for real estate taxes not yet
delinquent and (ii) Liens for taxes, assessments, judgments, governmental
charges or levies, or claims the non-payment of which is being contested in good
faith by appropriate proceedings and for which adequate reserves have been set
aside on such Person's books, but only so long as no foreclosure, distraint,
sale, or similar proceedings have been commenced with respect thereto and remain
unstayed for a period of thirty (30) days after their commencement;

            (c) Liens of carriers, warehousemen, mechanics, laborers, and
materialmen incurred in the ordinary course of business for sums not yet due or
being contested in good faith, if such reserve or appropriate provision, if any,
as shall be required by GAAP shall have been made therefor;

            (d) Liens incurred in the ordinary course of business in connection
with worker's compensation and unemployment insurance;

            (e) Restrictions on the transfer of assets imposed by any agreement
(other than any agreement relating to Indebtedness), or by any federal, state or
local statute, regulation or ordinance applicable to such Person;

            (f) Easements, rights-of-way, restrictions, and other similar
encumbrances on the use of real property which do not interfere with the
ordinary conduct of the business of such Person, or Liens on real property
incidental to the conduct of the business of such Person or to the ownership of
its real properties which were not incurred in connection with Indebtedness or
other extensions of credit and which do not in the aggregate materially detract
from the value of such properties or materially impair their use in the
operation of the business of such Person; and

            (g) Liens in respect of Capitalized Lease Obligations permitted
under this Agreement.

            "Person" shall mean an individual, Company, unincorporated
organization, or a government or any agency or political subdivision thereof.


                                       20
<PAGE>

            "PIK Preferred" shall mean paid in kind preferred membership
interests issued by AMC (a) the terms of which provide that (i) no dividends
thereon shall be required to be paid in cash prior to twelve (12) years after
the Agreement Date and (ii) no mandatory redemption or sinking fund payments
shall be required prior to twenty (20) years after the Agreement Date, other
than in connection with a "Change of Control" (as defined in the AMC LLC
Agreement as in effect on the Agreement Date and as amended, modified or
supplemented on terms no less favorable to the Rainbow Companies, taken as a
whole) and (b) which shall be issued upon terms otherwise reasonably acceptable
to the Arranger Banks.

            "Plan" shall mean, with respect to the Borrower and its
Subsidiaries, an employee benefit plan within the meaning of Section 3(2) of
ERISA sponsored or maintained by or contributed to by the Borrower or any of its
Subsidiaries for the benefit of employees of the Borrower or such Subsidiaries,
as the case may be, but excluding any Multiemployer Plan.

            "Pledge Agreement" shall mean that certain Pledge Agreement among
certain of the Borrower Parties and the Administrative Agent, dated as of the
Agreement Date, in substantially the form of Exhibit D attached hereto, pursuant
to which the Borrower has pledged to the Administrative Agent, for the ratable
benefit of the Credit Parties, all of the stock and other equity interests owned
directly by the Borrower (other than the stock or other equity interests of any
Unrestricted Subsidiary) to secure the Obligations.

            "Prime Rate" shall mean, at any time, the rate of interest publicly
announced by JPMorgan Chase Bank as its "prime rate" in effect at its principal
office in New York City. The Prime Rate is not necessarily the lowest rate of
interest charged to borrowers of JPMorgan Chase Bank.

            "Pro Rata Share" shall have the meaning ascribed thereto in Article
3 hereof.

            "Rainbow Companies" shall mean, collectively, the Borrower and its
Subsidiaries, and "Rainbow Company" shall mean any one of the foregoing Rainbow
Companies.

            "Rainbow DBS Holdings Basket Amount" shall mean, for calendar year
2004 and each calendar year thereafter during the term of this Agreement,
$150,000,000. Notwithstanding the foregoing, to the extent that amounts
available under the Rainbow DBS Holdings Basket Amount with respect to any
calendar year are not used, such amounts may be carried forward to increase the
Rainbow DBS Holdings Basket Amount during the years following such year;
provided, however, that the aggregate amount available under the Rainbow DBS
Holdings Basket Amount during the term of this Agreement shall not exceed
$600,000,000.


                                       21
<PAGE>

            "Rainbow Group" shall mean, collectively, the Borrower, the
Subsidiary Guarantors and the Unrestricted Subsidiaries.

            "Register" shall have the meaning set forth in Section 12.5(b)(iii)
hereof.

            "Regulatory Change" shall mean, with respect to any Lender, any
change on or after the Agreement Date in United States federal, state or foreign
laws or regulations (including, without limitation, Regulation D of the Board of
Governors of the Federal Reserve System) or the adoption or making on or after
such date of any interpretations, directives or requests applying to a class of
banks including such Lender of or under any United States federal or state, or
any foreign, laws or regulations (whether or not having the force of law) by any
court or governmental or monetary authority charged with the interpretation or
administration thereof.

            "Reportable Event" shall have the meaning set forth in Section 4043
of ERISA, other than an event for which the reporting requirement has been
waived by regulations promulgated under such Section.

            "Request for Advance" shall mean any certificate signed by an
Authorized Signatory of the Borrower requesting an Advance (other than a Swing
Loan) hereunder, which certificate shall be in substantially the form of Exhibit
E attached hereto.

            "Request for Issuance of Letter of Credit" shall mean any
certificate signed by an Authorized Signatory of the Borrower requesting a
Letter of Credit hereunder, which certificate shall be in substantially the form
of Exhibit F attached hereto.

            "Restricted Payment" shall mean (a) any direct or indirect
distribution, dividend or other payment to any Person on account of any shares
of capital stock or other securities of any of the Rainbow Companies, (b) any
payment of consulting or management fees, or any interest thereon, by any of the
Rainbow Companies to CVC or to any other Affiliate of the Rainbow Companies
(including, without limitation, payments under the AMC Consulting Agreement or
the Services Agreement), (c) any distribution, dividend or other payment to
Holdings or an Affiliate of Holdings for and in the amount of Federal and state
taxes payable by Holdings or such Affiliate which are attributable to the
operations or assets of the Borrower, and (d) any payment of principal or
interest on account of any Indebtedness of any of the Rainbow Companies or
Holdings issued in connection with an Authorized Debt Issuance or pursuant to
Sections 8.1(f) or 8.1(h) hereof.

            "Restricted Purchase" shall mean any payment on account of the
purchase, redemption, or other acquisition or retirement of any shares of
capital stock or other securities of any of the Rainbow Companies, including,
without limitation, any warrants or other rights or options to acquire shares of
capital stock or other securities of any of the Rainbow Companies.


                                       22
<PAGE>

            "Restructuring Charges" shall mean, as determined for any period for
AMC, IFC and WE on a consolidated basis, restructuring charges incurred by AMC,
IFC and WE in connection with exiting an activity or restructuring an operation
or activity, in accordance with GAAP.

            "Revolving Commitment Percentage" shall mean, with respect to any
Lender, the ratio, expressed as a percentage, of (a) the Revolving Loan
Commitment of such Lender, divided by (b) the aggregate Revolving Loan
Commitments of all of the Lenders. As of the Agreement Date, the Revolving
Commitment Percentage of each Lender is set forth on Schedule 1 to the Lender
Addendum delivered by such Lender under the caption "Revolving Commitment
Percentage".

            "Revolving Loan Commitment" shall mean the several obligations of
certain of the Lenders to advance the sum of up to $350,000,000 to the Borrower,
on or after the Agreement Date, in accordance with their respective Revolving
Commitment Percentages and as such amount may be reduced from time to time, all
pursuant to the terms hereof.

            "Revolving Loans" shall mean, collectively, the amounts advanced by
certain of the Lenders to the Borrower under the Revolving Loan Commitment, not
to exceed the amount of the Revolving Loan Commitment and not to include Swing
Loans.

            "Revolving Notes" shall mean those certain revolving promissory
notes issued by the Borrower to each of the Lenders issuing a Revolving Loan
Commitment that requests a promissory note in accordance with each such Lender's
Revolving Commitment Percentage, each one substantially in the form of Exhibit G
attached hereto, and any extensions, modifications, renewals or replacements of
or amendments to any of the foregoing.

            "RME" shall mean Rainbow Media Enterprises, Inc., a Delaware
corporation.

            "RME Spin-Off" shall mean the distribution by CVC of the outstanding
equity interests of RME and its Subsidiaries to the shareholders of CVC and the
actions taken in connection therewith.

            "RMH" shall mean Rainbow Media Holdings LLC, a Delaware limited
liability company.

            "RMH Loan Agreement" shall mean that certain Amended and Restated
Loan Agreement dated as of December 19, 2003, among RMH, as borrower, the
Guarantors (as defined therein) party thereto, as guarantors, Toronto Dominion
(Texas), Inc., as administrative agent, and the other Credit Parties (as defined
therein) party thereto, as amended, supplemented or otherwise modified prior to
the Agreement Date.


                                       23
<PAGE>

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

            "SEC" shall mean the United States Securities and Exchange
Commission or any successor agency thereof.

            "Security Agreement" shall mean that certain Security Agreement
among the Borrower Parties and the Administrative Agent, dated as of the
Agreement Date, in substantially the form of Exhibit H attached hereto.

            "Security Documents" shall mean the Pledge Agreement, the Security
Agreement, the Trademark Security Agreement, any other agreement or instrument
providing Collateral for the Obligations whether now or hereafter in existence,
and any filings, instruments, agreements and documents related thereto and
providing the Administrative Agent, for the ratable benefit of the Credit
Parties, with Collateral for the Obligations.

            "Senior Debt" shall mean, as of any date without duplication, the
result of (a) Total Debt, minus (b) the aggregate principal amount of any
Authorized Debt Issuance (other than the Senior Authorized Debt Issuance) then
outstanding minus (c) the aggregate principal amount of any other Indebtedness
For Money Borrowed that is contractually subordinated to the Obligations on
terms reasonably satisfactory to the Arranger Banks.

            "Senior Authorized Debt Issuance" shall have the meaning set forth
in the definition of Authorized Debt Issuance.

            "Senior Leverage Ratio" shall mean, on any calculation date, the
ratio of (a) Senior Debt to (b) Annualized Cash Flow.

            "Senior Notes Indenture" shall mean that certain Indenture, dated as
of the Agreement Date, among The Bank of New York, the Borrower, RNS Co-Issuer
Corporation and the "Guarantors" (as defined therein) with respect to the 8 3/4%
Senior Notes Due 2012.

            "Senior Subordinated Notes Indenture" shall mean that certain
Indenture, dated as of the Agreement Date, among The Bank of New York, the
Borrower, RNS Co-Issuer Corporation and the "Guarantors" (as defined therein)
with respect to the 10 3/8% Senior Subordinated Notes Due 2014.

            "Services Agreement" shall mean that certain Services Agreement
identified on Schedule 8.12 attached hereto.

            "Six Month Cash Flow" shall mean the result of (a) Annualized Cash
Flow, divided by (b) two (2).


                                       24
<PAGE>

            "Solvent" shall mean, with respect to any Person on any date, that
on such date (a) the fair value of the property (tangible or intangible) of such
Person is greater than the total amount of liabilities, including, without
limitation, contingent liabilities, of such Person, (b) the amount that will be
required to pay the probable liabilities of such Person on its debts as they
become absolute and matured will not be greater than the fair salable value of
the assets of such Person at such time, (c) such Person is able to realize upon
its assets and pay its debts and other liabilities, contingent obligations and
other commitments as they mature in the normal course of business, and (d) such
Person is not engaged in a business or a transaction, and is not about to engage
in a business or a transaction, for which such Person's property would
constitute unreasonably small capital after giving due consideration to
prevailing practices in the industry in which such Person is engaged. In
computing the amount of any contingent liability at any time, it is intended
that such liability will be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that might
reasonably be expected to become an actual or matured liability.

            "Subordination of Intercompany Obligations Agreement" shall mean
that certain Subordination of Intercompany Obligations Agreement, dated as of
the Agreement Date, among the Administrative Agent, CSC Holdings, the Borrower,
AMC, WE and any other Affiliate of CSC Holdings that is a party to the AMC
Consulting Agreement, in substantially the form of Exhibit I attached hereto,
pursuant to which the payment of fees under the AMC Consulting Agreement and the
Services Agreement have been subordinated to the Obligations as provided
therein.

            "Subsequent Authorized Debt Issuance" shall have the meaning set
forth in the definition of Authorized Debt Issuance.

            "Subsidiary" shall mean, as applied to any Person, (a) any
corporation of which fifty percent (50%) or more of the outstanding stock (other
than directors' qualifying shares) having ordinary voting power to elect a
majority of its board of directors, regardless of the existence at the time of a
right of the holders of any class or classes of securities of such corporation
to exercise such voting power by reason of the happening of any contingency, or
any partnership or other Company of which fifty percent (50%) or more of the
outstanding partnership or other equity interests, is at the time owned directly
or indirectly by such Person, or by one or more Subsidiaries of such Person, or
by such Person and one or more Subsidiaries of such Person, and (b) any other
entity which is controlled or capable of being controlled by such Person, or by
one or more Subsidiaries of such Person, or by such Person and one or more
Subsidiaries of such Person; provided that, in the case of the Borrower and its
Subsidiaries, the term "Subsidiary" shall exclude the Unrestricted Subsidiaries,
except that, notwithstanding anything in this definition to the contrary, (a)
any Companies formed pursuant to clause (a) of the definition of "Unrestricted
Subsidiaries" shall be considered Subsidiaries for purposes of determining
compliance with such clause, (b) the Unrestricted Subsidiaries shall be
considered "Subsidiaries" solely for purposes of Sections 5.1(h), 5.1(m), 6.6,


                                       25
<PAGE>

6.10, 7.5(a)(iv), 8.14 and 9.1(l) of this Agreement, and (c) with respect to the
definition of "Material Subsidiaries," the Unrestricted Subsidiaries will be
considered Material Subsidiaries to the extent such Companies would have
constituted Material Subsidiaries but for application of the exclusion set forth
in this proviso.

            "Subsidiary Guarantors" shall mean all of the now or hereafter
existing direct and indirect Subsidiaries of the Borrower, and "Subsidiary
Guarantor" shall mean any one of the foregoing Subsidiary Guarantors.

            "Swing Loan Committed Amount" shall mean $5,000,000.

            "Swing Loans" shall mean revolving loans made to the Borrower by the
Swing Loan Lender from time to time in the Swing Loan Lender's sole discretion
and for the Swing Loan Lender's account, which revolving loans shall be made in
accordance with Sections 2.1(b) and 2.8 hereof.

            "Swing Loan Lender" shall mean any Lender or the Administrative
Agent as agreed to at any time by the Borrower and such Lender or the
Administrative Agent, in either case as designated in accordance with this
Agreement. The initial Swing Loan Lender shall be JPMorgan Chase Bank.

            "Swing Loan Note" shall mean that certain Swing Loan Note dated as
of the Agreement Date, in the principal amount of $5,000,000, issued by the
Borrower to the Swing Loan Lender, substantially in the form of Exhibit J
attached hereto, and any amendments, replacements, extensions or renewals
thereof.

            "Swing Loan Request" shall have the meaning set forth in Section
2.8(a)(i) hereof.

            "Syndication Agent" shall mean Bank of America, N.A., in its
capacity as syndication agent under this Agreement.

            "Taxes" shall have the meaning set forth in Section 2.10(c)(i)
hereof.

            "Term B Commitment Percentage" shall mean, with respect to any
Lender, the ratio, expressed as a percentage, of (a) the Term B Loan Commitment
of such Lender, divided by (b) the aggregate Term B Loan Commitments of all of
the Lenders. As of the Agreement Date, the Term B Commitment Percentage of each
Lender is set forth on Schedule 1 to the Lender Addendum delivered by such
Lender under the caption "Term B Commitment Percentage".

            "Term B Loan Commitment" shall mean the several obligations of
certain of the Lenders to advance the sum of up to $600,000,000 to the Borrower
on the Agreement Date, in accordance with their respective Term B Commitment
Percentages, all pursuant to the terms hereof.


                                       26
<PAGE>

            "Term B Loans" shall mean, collectively, the amount advanced by
certain of the Lenders to the Borrower under the Term B Loan Commitment, not to
exceed the amount of the Term B Loan Commitment.

            "Term B Notes" shall mean those certain term notes issued by the
Borrower to each of the Lenders issuing a Term B Loan Commitment that requests a
promissory note in accordance with each such Lender's Term B Commitment
Percentage, each one substantially in the form of Exhibit K attached hereto, and
any extensions, modifications, renewals or replacements of or amendments to any
of the foregoing.

            "Total Debt" shall mean, as of any date without duplication, with
respect to the Rainbow Companies on a consolidated basis, (a) all outstanding
Indebtedness For Money Borrowed (other than obligations under Interest Hedge
Agreements), (b) all obligations Guaranteed by the Rainbow Companies in respect
of Indebtedness for Money Borrowed, and (c) all Capitalized Lease Obligations
(other than obligations under Film Rights Agreements).

            "Total Leverage Ratio" shall mean, on any calculation date, the
ratio of (a) Total Debt to (b) Annualized Cash Flow.

            "Trademark Security Agreement" shall mean that certain Trademark
Security Agreement between each Borrower Party owning any trademarks or
trademark applications and the Administrative Agent, for the ratable benefit of
the Credit Parties, dated as of the Agreement Date, substantially in the form of
Exhibit L attached hereto, and any similar security agreement or any security
agreement supplement delivered pursuant to Section 6.14 hereof.

            "Trailing Six Month Interest Expense" shall mean Interest Expense
for the Rainbow Companies on a consolidated basis for the most recently
completed six (6) month period.

            "Transaction" shall mean the execution, delivery and performance by
each Borrower Party of this Agreement and the other Loan Documents and the
Credit Party Interest Hedge Agreements to which such Borrower Party is intended
to be a party, the borrowing of Loans, the use of the proceeds thereof and the
issuance of Letters of Credit hereunder.

            "Transponder Lease Agreement" shall mean any agreement by and
between any of the Rainbow Companies and any other Person for the license, lease
or other agreement to use telecommunications satellites for purposes of
broadcasting the programming of such Rainbow Companies and any other agreement
related to the transmission, origination and production of such programming and
the related technical services.


                                       27
<PAGE>

            "Undrawn Commitments" shall mean, collectively, the unfunded
portions of the Revolving Loan Commitment, together with the undrawn amount of
all Incremental Facility Commitments issued hereunder.

            "Unrestricted Subsidiaries" shall mean, collectively, each of the
Companies designated as Unrestricted Subsidiaries as of the Agreement Date on
Schedule 5.1(c)-2 hereto, and "Unrestricted Subsidiary" shall mean any one of
the foregoing Unrestricted Subsidiaries; provided, however, that after the
Agreement Date, the Borrower may designate as additional Unrestricted
Subsidiaries (a) any Subsidiary of the Borrower formed after the Agreement Date
so long as such Subsidiary shall have (either individually or collectively, in
the case of any holding company Subsidiaries) a "fair market value" of less than
$5,000,000, as determined by the Arranger Banks in their reasonable discretion,
and (b) other Companies with the approval of the Arranger Banks.

            "USA Patriot Act" shall mean the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as the same has been, or
shall hereafter be, renewed, extended, amended or replaced.

            "Viewing Subscribers" shall mean any household which is a subscriber
carried and paid for pursuant to (a) any Affiliation Agreement existing on the
Agreement Date or arising after the Agreement Date or (b) any such Affiliation
Agreement which expires or has expired, provided that negotiations are
continuing in good faith to renew or extend such expired Affiliation Agreement
and following the expiration of such Affiliation Agreement, the programming of
the applicable Borrower Parties continues to be exhibited, distributed and paid
for by the applicable pay television distributor under its existing terms or
under terms materially no less favorable to the Borrower Parties than such
existing terms.

            "Voting Stock" of a Person shall mean all classes of capital stock,
partnership interests or other equity interests of such Person then outstanding
and normally entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof.

            "WE" shall mean WE: Women's Entertainment LLC, a Delaware limited
liability company.

            Each definition of an agreement in this Article 1 shall include such
agreement as amended, restated, supplemented or otherwise modified (and, to the
extent applicable, as renewed or extended) from time to time provided that, if
required pursuant to the terms of this Agreement, the prior written consent of
the Majority Lenders (or such other composition of Lenders as may be required
under Section 12.12 hereof) shall have been given with respect to such
amendment, restatement, supplement or other modification. Except where the
context otherwise requires, definitions imparting the singular shall include the
plural and vice versa. Except where otherwise specifically


                                       28
<PAGE>

restricted, reference to a party to a Loan Document or a Credit Party Interest
Hedge Agreement includes that party and its successors and assigns. An Event of
Default shall "exist", "continue" or be "continuing" until such Event of Default
has been waived in writing in accordance with Section 12.12 hereof. All terms
used herein which are defined in Article 9 of the Uniform Commercial Code in
effect in the State of New York on the date hereof and which are not otherwise
defined herein shall have the same meanings herein as set forth therein.

            Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP;
provided that, if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any covenant or other provision hereof to
eliminate the effect of any change in GAAP or in the application thereof on the
operation of such covenant or provision occurring after the date hereof (or if
the Administrative Agent notifies the Borrower that the Majority Lenders request
an amendment to any provision hereof for such purpose), regardless of whether
any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until the earlier of (a) the withdrawal by the Borrower (or the
Administrative Agent) of such notice and (b) the amendment of the relevant
covenant or other provision in accordance herewith. Unless otherwise expressly
stated herein, all references to financial information and results of the
Borrower shall be determined on a consolidated basis among the Rainbow Group.

                               ARTICLE 2 - Loans.

            Section 2.1 The Loans. Subject to the terms and conditions of, and
in reliance upon the representations and warranties made in, this Agreement and
the other Loan Documents, the Lenders agree, severally in accordance with their
respective Commitment Percentages and not jointly, to make Loans to the Borrower
in an aggregate principal amount not to exceed Nine Hundred Fifty Million
Dollars ($950,000,000).

                  (a) The Revolving Loans. The Lenders that have issued a
Revolving Loan Commitment agree, severally in accordance with their respective
Revolving Commitment Percentages and not jointly, upon the terms and subject to
the conditions of this Agreement, to lend and re-lend to the Borrower, on and
after the Agreement Date, but prior to the Initial Maturity Date, amounts which,
in the aggregate, together with the principal amount of any Swing Loans and any
L/C Obligations outstanding at any time, do not exceed the Revolving Loan
Commitment. Subject to the terms and conditions hereof and prior to the Initial
Maturity Date, Advances under the Revolving Loan Commitment may be repaid and
reborrowed from time to time on a revolving basis or may be continued or
converted pursuant to a Notice of Continuation/Conversion as provided in Section
2.2 hereof.


                                       29
<PAGE>

                  (b) The Swing Loans. Subject to the terms and conditions
hereinafter set forth, including, without limitation, Section 2.8 hereof, the
Swing Loan Lender, in its individual capacity, may in its sole discretion make
revolving loans to the Borrower (each a "Swing Loan" and, collectively, the
"Swing Loans") from time to time on and after the Agreement Date, but prior to
the Initial Maturity Date, for the purposes hereinafter set forth; provided,
however, that (i) the aggregate amount of Swing Loans outstanding at any time
shall not exceed the Swing Loan Committed Amount, and (ii) the sum of Revolving
Loans, plus Swing Loans, plus L/C Obligations outstanding at any time shall not
exceed the Revolving Loan Commitment. Swing Loans hereunder may be repaid and
reborrowed in accordance with the provisions hereof.

                  (c) The Letters of Credit. Each Issuing Bank agrees, upon the
terms and subject to the conditions of this Agreement, to issue from time to
time, on and after the Agreement Date, but prior to the Initial Maturity Date,
for the account of the Borrower, Letters of Credit to such beneficiaries as
shall be designated in writing by the Borrower to such Issuing Bank, up to the
limit of the Letter of Credit Committed Amount.

                  (d) The Term B Loans. (i) The Lenders that have issued a Term
B Loan Commitment, severally in accordance with their respective Term B
Commitment Percentages and not jointly, upon the terms and subject to the
conditions of this Agreement, agree to lend (or, pursuant to Section 2.1(d)(ii)
hereof, elect to convert all or a portion of such Lender's Existing Term Loans
into a Term B Loan) to the Borrower on the Agreement Date an amount equal to the
Term B Loan Commitment. After the Agreement Date, Advances under the Term B Loan
Commitment may be continued or converted pursuant to a Notice of
Conversion/Continuation as provided in Section 2.2 hereof; provided, however,
there shall be no increase in the aggregate principal amount of the Term B Loans
outstanding at any time after the Agreement Date. Amounts repaid under the Term
B Loan Commitment may not be reborrowed.

                        (ii) In connection with the making of the Term B Loans
pursuant to Section 2.1(d)(i) hereof, by delivering written notice to the
Administrative Agent at least one (1) Business Day prior to the Agreement Date,
any Lender of Existing Term Loans may elect to make all or any portion of such
Lender's Term B Loan Commitment Percentage of the Term B Loans requested by the
Borrower to be made on the Agreement Date by converting all or a portion of the
outstanding principal amount of the Existing Term Loans held by such Lender into
Term B Loans in a principal amount equal to the amount of Existing Term Loans so
converted (each such Existing Term Loan, to the extent it is to be converted,
hereinafter a "Converted Term Loan"). On the Agreement Date, the Converted Term
Loans shall be converted for all purposes of this Agreement into Term B Loans,
and the Administrative Agent shall record in the Register the aggregate amounts
of Converted Term Loans converted into Term B Loans. Any written notice to the
Administrative Agent delivered by an applicable Lender pursuant to this Section
shall specify the amount of such Lender's Term B Loan Commitment and the


                                       30
<PAGE>

principal amount of Existing Term Loans held by such Lender that are to be
converted into Term B Loans.

                  (e) Use of Proceeds. The proceeds of the Loans may be used
solely to (i) finance a distribution to RMH to be used to repay the outstanding
Obligations (as defined in the RMH Loan Agreement) under the RMH Loan Agreement
and the other Loan Documents (as defined in the RMH Loan Agreement), (ii) make
Permitted Investments and Acquisitions and Restricted Payments permitted under
this Agreement, and (iii) fund working capital and other general corporate
purposes of the Borrower and the Subsidiary Guarantors.

            Section 2.2 Manner of Borrowing and Disbursement.

                  (a) Choice of Interest Rate, Etc. Any Advance (i) under the
Revolving Loan Commitment (except with respect to (A) the initial Advance of the
Revolving Loans on the Agreement Date, (B) Swing Loans and (C) Advances in
respect of reimbursement of amounts advanced to beneficiaries under Letters of
Credit, which Advances shall in all cases be Base Rate Advances initially)
shall, at the option of the Borrower, be made as a Base Rate Advance or a
Eurodollar Advance, and (ii) under the Term B Loan Commitment shall, at the
option of the Borrower, be made as a Base Rate Advance or a Eurodollar Advance
(except with respect to the initial Advance of the Term B Loans on the Agreement
Date, which Advance shall be a Base Rate Advance initially); provided, however,
that (A) if the Borrower fails to give the Administrative Agent telephonic
notice specifying whether a Eurodollar Advance is to be repaid, continued or
converted on a Payment Date, such Eurodollar Advance shall be converted to a
Base Rate Advance on such Payment Date, and (B) the Borrower may not select a
Eurodollar Advance if, at the time of such selection, a Default or Event of
Default has occurred and is continuing. Eurodollar Advances shall in all cases
be subject to Article 11 hereof. Any notice given to the Administrative Agent in
connection with a requested Advance hereunder shall be given to the
Administrative Agent prior to 11:00 a.m. (New York time) in order for such
Business Day to count toward the minimum number of Business Days required.

                  (b) Base Rate Advances.

                        (i) Initial and Subsequent Advances. The Borrower shall
give the Administrative Agent, in the case of Base Rate Advances, irrevocable
notice not later than 11:00 a.m. (New York time) on the date of the requested
Advance by telephone followed immediately by a Request for Advance. Upon receipt
of such notice from the Borrower, the Administrative Agent shall promptly notify
each Lender by telephone or telecopy of the contents thereof.

                        (ii) Repayments and Conversions. The Borrower may (A)
repay or prepay a Base Rate Advance upon prior irrevocable telephonic notice to
the Administrative Agent not later than 11:00 a.m. (New York time) on the date
of


                                       31
<PAGE>

repayment or prepayment, or (B) convert all or a portion of the principal amount
of a Base Rate Advance to one or more Eurodollar Advances upon prior irrevocable
written notice to the Administrative Agent not later than 11:00 a.m. (New York
time) on the date three (3) Business Days prior to such conversion in the form
of a Notice of Conversion/Continuation, or notice by telephone or telecopy
followed immediately by a Notice of Conversion/Continuation. On the date
indicated by the Borrower, such Base Rate Advance shall be so repaid or, as
applicable, converted.

                        (iii) Miscellaneous. Notwithstanding any term or
provision of this Agreement which may be construed to the contrary, each Base
Rate Advance shall be in a principal amount of at least $1,000,000 and in
integral multiples of $500,000 in excess thereof, or in the case of Advances of
the Revolving Loans, the remaining amount of the Revolving Loan Commitment.

                  (c) Eurodollar Advances.

                        (i) Initial and Subsequent Advances. The Borrower shall
give the Administrative Agent, in the case of Eurodollar Advances, irrevocable
telephonic notice followed by a Request for Advance prior to 11:00 a.m. (New
York time) on the date three (3) Business Days prior to the date of the
requested Advance. The Administrative Agent, whose determination shall be
conclusive, shall determine the available Eurodollar Basis and shall notify the
Borrower of such Eurodollar Basis. The Borrower shall promptly notify the
Administrative Agent by telecopy or by telephone, and shall immediately confirm
any such telephonic notice in writing, of its selection of a Eurodollar Basis
and a Eurodollar Advance Period for such Advance. Upon receipt of such notice
from the Borrower, the Administrative Agent shall promptly notify each Lender by
telephone or telecopy of the contents thereof.

                        (ii) Repayments, Continuations and Conversions. The
Borrower shall give the Administrative Agent irrevocable written notice in the
form of a Notice of Conversion/Continuation, or notice by telephone or telecopy
followed immediately by a Notice of Conversion/Continuation, (A) not later than
11:00 a.m. (New York time) at least three (3) Business Days prior to each
applicable Payment Date, specifying whether all or a portion of any Eurodollar
Advance outstanding on such Payment Date is to be continued in whole or in part
as a Eurodollar Advance, in which case such notice shall also specify the
Eurodollar Advance Period which the Borrower shall have selected for such
continued Eurodollar Advance, (B) not later than 11:00 a.m. (New York time) at
least three (3) Business Days prior to each applicable Payment Date, specifying
whether all or any portion of any Eurodollar Advance outstanding on such Payment
Date, is to be converted in whole or in part to a Base Rate Advance, or (C) not
later than 11:00 a.m. (New York time) on each applicable Payment Date,
specifying whether all or any portion of any Eurodollar Advance outstanding on
such Payment Date, is to be repaid and not continued or converted. Upon such
Payment Date, such


                                       32
<PAGE>

Eurodollar Advance will, subject to the provisions hereof, be so repaid,
continued or converted, as applicable.

                        (iii) Miscellaneous. Notwithstanding any term or
provision of this Agreement which may be construed to the contrary, each
Eurodollar Advance shall be in a principal amount of at least $1,000,000 and in
integral multiples of $500,000 in excess thereof, and at no time shall the
aggregate number of all Eurodollar Advances exceed twelve (12).

                  (d) Telephone Notice. The failure by the Borrower to confirm
any notice by telephone or telecopy with a Request for Advance or a Notice of
Conversion/Continuation, as applicable, shall not invalidate any notice so
given. The Administrative Agent may rely upon telephonic instructions reasonably
believed given by any Authorized Signatory of the Borrower and shall have no
obligation to inquire into the propriety of any such instructions.

                  (e) Notification of Lenders. Upon receipt of a Request for
Advance, or a Notice of Conversion/Continuation under this Section 2.2 from the
Borrower, or a request by an Issuing Bank for reimbursement under Section 2.15
hereof, or a request or a deemed request by the Swing Loan Lender for repayment
of any outstanding Swing Loans under Section 2.8(b) hereof, the Administrative
Agent shall promptly notify each Lender by telephone or telecopy of the contents
thereof and the amount of such Lender's portion of the applicable Advance. Each
Lender shall, not later than 1:00 p.m. (New York time) on the date specified in
such notice, make available to the Administrative Agent at the Administrative
Agent's Office, or at such account as the Administrative Agent shall designate,
the amount of its portion of the applicable Advance in immediately available
funds, except, in the case of Term B Loans, to the extent such Lender elects to
convert Existing Term Loans into Term B Loans pursuant to Section 2.2(d).

                  (f) Disbursement. Prior to 3:00 p.m. (New York time) on the
date of an Advance hereunder, the Administrative Agent shall, subject to the
satisfaction of the conditions set forth in this Section 2.2 and in Article 4
hereof, disburse the amounts made available to the Administrative Agent by the
Lenders in immediately available funds by (i) transferring the amounts so made
available by wire transfer pursuant to the instructions of the Borrower, or (ii)
in the absence of such instructions, crediting the amounts so made available to
the account of the Borrower maintained with the Administrative Agent or an
Affiliate of the Administrative Agent. Unless the Administrative Agent shall
have received notice from a Lender prior to 2:00 p.m. (New York time) on the
date of any Advance that such Lender will not make available to the
Administrative Agent such Lender's ratable portion of such Advance, and so long
as notice has been given as provided in Section 2.2(e) hereof, the
Administrative Agent may assume that such Lender has made such portion available
to the Administrative Agent on the date of such Advance and the Administrative
Agent may, in its sole discretion and in


                                       33
<PAGE>

reliance upon such assumption, make available to the Borrower on such date a
corresponding amount. If and to the extent such Lender shall not have so made
such ratable portion available to the Administrative Agent, such Lender agrees
to repay to the Administrative Agent forthwith on demand such corresponding
amount together with interest thereon, for each day from the date such amount is
made available to the Borrower until the date such amount is repaid to the
Administrative Agent, at a rate equal to the daily average Federal Funds
Effective Rate for such period. If such Lender shall repay to the Administrative
Agent such corresponding amount, such amount so repaid shall constitute such
Lender's portion of the applicable Advance for purposes of this Agreement. If
such Lender does not repay such corresponding amount immediately upon the
Administrative Agent's demand therefor, the Administrative Agent shall notify
the Borrower, and the Borrower shall immediately pay such corresponding amount
to the Administrative Agent, together with all interest accrued thereon at the
interest rate that would have applied to such Advance had such Lender funded its
portion thereof. The failure of any Lender to fund its portion of any Advance
shall not relieve any other Lender of its obligation, if any, hereunder to fund
its respective portion of the Advance on the date of such borrowing, but no
Lender shall be responsible for any such failure of any other Lender. In the
event that, at any time when the Borrower is not in Default and has otherwise
satisfied all of the conditions to funding set forth in this Agreement, a Lender
for any reason fails or refuses to fund its portion of an Advance, then, until
such time as such Lender has funded its portion of such Advance, or all other
Lenders have received payment in full (whether by repayment or prepayment) of
the principal and interest due in respect to such advance, such non-funding
Lender shall (i) have no right to vote regarding any issue on which voting is
required or advisable under this Agreement or any other Loan Document and the
calculation of Majority Lenders with respect solely to such votes shall be
adjusted as if such non-funding Lender has no Commitments and no Loans
outstanding, and (ii) be entitled to receive no payments of principal, interest
or fees from the Borrower in respect of such Loans which such Lender failed to
make. Nothing in this subsection shall be deemed to prejudice any rights that
the Borrower may have against any Lender as a result of any failure by such
Lender to fund its portion of any Advance.

            Section 2.3 Interest.

                  (a) On Base Rate Advances. Interest on each Base Rate Advance
shall be computed on the basis of a year of 365/366 days for the actual number
of days elapsed and shall be payable in arrears on the last Business Day of each
calendar quarter during the term of this Agreement. Interest on Base Rate
Advances then outstanding shall also be due and payable on the date of any
repayment made under Sections 2.5, 2.6 or 2.7 hereof and on the applicable
Maturity Date. Interest shall accrue and be payable on each Base Rate Advance at
the simple per annum interest rate equal to the sum of (i) the Base Rate and
(ii) the Applicable Margin in effect from time to time with respect to Base Rate
Advances pursuant to Section 2.3(f) hereof.


                                       34
<PAGE>

                  (b) On Eurodollar Advances. Interest on each Eurodollar
Advance shall be computed on the basis of a 360-day year for the actual number
of days elapsed and shall be payable in arrears (i) on the applicable Payment
Date for such Eurodollar Advance, and (ii) if the Eurodollar Advance Period for
such Eurodollar Advance exceeds three (3) months, on each three (3) month
anniversary of the making of such Eurodollar Advance. Interest on Eurodollar
Advances then outstanding shall also be due and payable on the date of any
repayment made under Sections 2.5, 2.6 or 2.7 hereof and on the applicable
Maturity Date. Interest shall accrue and be payable on each Eurodollar Advance
at the simple per annum interest rate equal to the sum of (A) the Eurodollar
Basis applicable to such Eurodollar Advance and (B) the Applicable Margin in
effect from time to time with respect to Eurodollar Advances pursuant to Section
2.3(f) hereof.

                  (c) Interest if No Notice of Selection of Interest Rate. If
the Borrower fails to give the Administrative Agent timely notice of its
selection of a Eurodollar Basis, or if for any reason a determination of a
Eurodollar Basis for any Eurodollar Advance is not timely concluded, the Base
Rate shall apply to such Advance and if the Borrower fails to elect to repay,
continue or convert any Eurodollar Advance then outstanding prior to the last
Payment Date applicable thereto in accordance with the provisions of Section 2.2
hereof, as applicable, the Base Rate shall apply to such Advance commencing on
and after such Payment Date.

                  (d) Interest Upon Default. Upon the occurrence and during the
continuance of an Event of Default, the Majority Lenders shall have the option
(but shall not be required to give prior notice thereof to the Borrower,
accelerate the maturity of the Loans or exercise any other rights or remedies
hereunder in connection with the exercise of this right) to charge interest on
the outstanding principal balance of the Loans at the Default Rate from the date
of such Event of Default; provided, however, notwithstanding the foregoing,
interest shall automatically accrue on the outstanding principal balance of the
Loans at the Default Rate, without any action necessary on the part of the
Majority Lenders or any other Person, from and after the occurrence of an Event
of Default under any of Sections 9.1(b), (i) or (j) hereof. Such interest shall
be payable on the earlier of demand or the applicable Maturity Date, and shall
accrue until the earlier of (i) waiver or cure (to the satisfaction of the
Majority Lenders) of the applicable Event of Default, (ii) agreement by the
Majority Lenders to rescind the charging of interest at the Default Rate, or
(iii) payment in full of the Obligations.

                  (e) Computation of Interest. In computing interest on any
Advance, the date of making the Advance shall be included and the date of
payment shall be excluded; provided, however, that if an Advance is repaid on
the date that it is made, one (1) day's interest shall be due with respect to
such Advance.


                                       35
<PAGE>

                  (f) Applicable Margins.

                        (i) Advances Under the Revolving Loan Commitment. With
respect to any Advance under the Revolving Loan Commitment (except with respect
to Swing Loans), the Applicable Margin shall be (A) on and after the Agreement
Date to and including the Adjustment Date, (x) 2.50% with respect to any
Eurodollar Advance and (y) 1.50% with respect to any Base Rate Advance, and (B)
after the Adjustment Date, the interest rate margin, based upon the Total
Leverage Ratio for the most recent calendar quarter end, expressed as a per
annum rate of interest as follows:

<TABLE>
<CAPTION>
                                            Then the Eurodollar              Then the Base Rate
        If the Total Leverage:          Applicable Margin shall be:     Applicable Margin shall be:
        ----------------------          ---------------------------     ---------------------------
<S>                                     <C>                             <C>
Greater than or equal to 5.00 to 1.00               2.50%                           1.50%

Less than 5.00 to 1.00                              2.25%                           1.25%
</TABLE>

Any increase in the Applicable Margin shall take effect on the second (2nd)
Business Day after the performance certificate is required to be provided
pursuant to Section 7.3 hereof. Any decrease in the Applicable Margin shall take
effect on the later of (I) the second (2nd) Business Day after the performance
certificate is required to be provided pursuant to Section 7.3 hereof and (II)
the date on which the performance certificate is actually provided pursuant to
Section 7.3 hereof.

                        (ii) Advances of the Term B Loans. With respect to any
Advance of the Term B Loans, the Applicable Margin shall be (A) 2.75% per annum
with respect to any Eurodollar Advance and (B) 1.75% per annum with respect to
any Base Rate Advance.

            Section 2.4 Fees.

                  (a) Fees Payable Under the Fee Letters. The Borrower agrees to
pay such fees as are described in the Fee Letters.

                  (b) Commitment Fee. The Borrower agrees to pay to the
Administrative Agent on behalf of the Lenders, in accordance with their
respective Revolving Commitment Percentages, a commitment fee on the Available
Revolving Loan Commitment for each day from (and including) the Agreement Date
to the Initial Maturity Date, at a rate of one-half of one percent (0.50%) per
annum. Such commitment fees shall be computed on the basis of a year of 365/366
days for the actual number of days elapsed, shall be payable quarterly in
arrears on the last Business Day of each quarter, and continuing on the last
Business Day of each successive quarter and on the Initial Maturity Date, and
shall be fully earned when due and nonrefundable when paid.


                                       36
<PAGE>

                  (c) Letter of Credit Fee. The Borrower shall pay to the
Administrative Agent, for the account of the Lenders, on the last Business Day
of each calendar quarter for the calendar quarter then ending (adding any fee
applicable to dates during such calendar quarter falling after the last Business
Day of such calendar quarter to the fee payable for the immediately succeeding
calendar quarter), a fee equal to the product of (i) the Applicable Margin then
in effect with respect to Eurodollar Advances of the Revolving Loans, multiplied
by (ii) the face amount of each Letter of Credit outstanding during such
calendar quarter for such Letter of Credit's duration for such calendar quarter,
computed on the basis of a year of 365/366 days for the actual number of days
elapsed. The Administrative Agent shall remit such fee promptly following
receipt to each Lender in accordance with such Lender's Revolving Commitment
Percentage.

                  (d) Issuing Bank Fee. The Borrower shall pay to each Issuing
Bank, for its own account, an issuing bank fee equal to 0.125% of the face
amount of each Letter of Credit issued by such Issuing Bank hereunder, on the
last Business Day of each calendar quarter for the calendar quarter then ending,
for each calendar quarter in which such Letter of Credit is outstanding. The
foregoing fee shall be fully earned when due and nonrefundable when paid. In the
event of any inconsistency between the terms of this Agreement and the terms of
any letter of credit reimbursement agreements or indemnification agreements
between the Borrower and any Issuing Bank with respect to the Letters of Credit
issued by such Issuing Bank hereunder, the terms of this Agreement shall
control.

            Section 2.5 Optional Prepayments and Reductions.

                  (a) Prepayment of Advances under the Revolving Loan
Commitment. The principal amount of any Base Rate Advance under the Revolving
Loan Commitment may be prepaid in full or in part at any time, without penalty,
upon prior written notice prior to 11:00 a.m. (New York time) to the
Administrative Agent on the date of such prepayment, and the principal amount of
any Eurodollar Advance under the Revolving Loan Commitment may be prepaid prior
to the applicable Payment Date, upon telephonic notice to the Administrative
Agent (promptly confirmed in writing) prior to 11:00 a.m. (New York time) on the
date three (3) Business Days prior thereto, provided that the Borrower shall
reimburse the Lenders and the other Credit Parties, on the earlier of demand or
the Initial Maturity Date, for any loss or out-of-pocket expense incurred by the
Lenders or the other Credit Parties in connection with such prepayment as set
forth in Section 2.11 hereof. Each notice of prepayment shall be irrevocable.
Partial prepayments shall be in a principal amount of not less than $500,000 or
an integral multiple of $100,000 in excess thereof. Upon receipt of any notice
of prepayment, the Administrative Agent shall promptly notify each Lender of the
contents thereof by telephone or telecopy and of such Lender's portion of the
prepayment.


                                       37
<PAGE>

                  (b) Permanent Prepayments and Reductions.

                        (i) Terms of Prepayments or Reductions. Optional
permanent prepayments of principal of the Term B Loans, and permanent reductions
of the Revolving Loan Commitment hereunder, may be made by the Borrower, at any
time and from time to time, following irrevocable written notice to the
Administrative Agent prior to 11:00 a.m. (New York time) on the date three (3)
Business Days prior thereto, without premium or penalty, on a pro rata basis
among the Lenders, provided that the Borrower shall reimburse the Lenders and
the other Credit Parties, on the earlier of demand or the applicable Maturity
Date, for any loss or out-of-pocket expense incurred by the Lenders or the other
Credit Parties in connection with such reduction as set forth in Section 2.11
hereof. Each notice of prepayment or reduction shall be irrevocable. Partial
prepayments and reductions shall be in a principal amount of not less than
$500,000 or an integral multiple of $100,000 in excess thereof. Upon receipt of
any notice of prepayment or reduction, the Administrative Agent shall promptly
notify each Lender of the contents thereof by telephone or telecopy and of such
Lender's portion of the prepayment or reduction, as applicable.

                        (ii) Application of Payments or Reductions.

                              (A) In the event that the Borrower shall make a
prepayment of the Term B Loans, such prepayment shall be applied to permanently
reduce the Term B Loans. Each such reduction allocated to the Term B Loans shall
be applied to reduce, in the inverse order of maturity, the remaining scheduled
installments of principal due under the Term B Loans as set forth in Section
2.7(b) hereof. Each prepayment hereunder shall also be made together with
accrued interest on the amount so prepaid.

                              (B) As of the date of cancellation or reduction
set forth in any notice thereof, the Revolving Loan Commitment shall be
permanently reduced to the amounts stated in the Borrower's notice for all
purposes herein, and the Borrower shall pay to the Administrative Agent, for the
benefit of the Lenders, the amount necessary to reduce the principal amount of
the Revolving Loans then outstanding to not more than the amount equal to the
result of (I) the Available Revolving Commitment as so reduced, less (II) the
aggregate principal amount of Swing Loans then outstanding, together with the
accrued interest the amount so prepaid and the commitment fee set forth in
Section 2.4(b) hereof accrued through the date of the reduction with respect to
the amount reduced.

                              (C) In connection with any such permanent
repayment, the Borrower shall reimburse the Administrative Agent and the
Lenders, on demand, for any loss or out-of-pocket expense actually incurred by
any of them in connection with such repayment of any Eurodollar Advances as set
forth in Section 2.11 hereof. Upon receipt of any notice of prepayment or
reduction, the Administrative Agent


                                       38
<PAGE>

shall promptly notify each Lender of the contents thereof by telephone or
telecopy and of such Lender's portion of the prepayment or the reduction, as
applicable.

            Section 2.6 Mandatory Commitment Reductions and Prepayments. In
addition to the reductions and repayments provided for in Section 2.7 hereof,
the Borrower shall, if required pursuant to this Section 2.6, permanently prepay
the Loans as follows:

                  (a) Issuance of Debt. (i) If the Borrower or any Subsidiary
Guarantor shall conduct any issuance of Indebtedness For Money Borrowed (other
than in connection with any Authorized Debt Issuance, any obligations under
Interest Hedge Agreements or any Incremental Facility Indebtedness), such
issuance shall be only in exchange for cash and the Borrower shall apply, on the
date of its receipt thereof, one hundred percent (100%) of the Net Cash Proceeds
received by the Borrower in connection with such issuance to prepay the Loans as
set forth in Section 2.6(c) hereof.

                        (ii) If Holdings shall conduct any issuance of
Indebtedness For Money Borrowed (other than in connection with any Authorized
Debt Issuance), such issuance shall be only in exchange for cash and Holdings
shall deliver to the Borrower, and the Borrower shall apply, on the date of its
receipt thereof, fifty percent (50%) of the Net Cash Proceeds received by
Holdings in connection with such issuance to prepay the Loans as set forth in
Section 2.6(c) hereof.

                  (b) Disposition of Assets. If the Borrower or any Subsidiary
Guarantor shall sell, transfer or otherwise dispose of any assets (including,
without limitation, any assets constituting capital stock, partnership interests
or other equity interests), in each case for cash and except as any such sale,
transfer or other disposition shall be permitted or approved under Section 8.5
hereof, such Company shall deliver to the Borrower, and the Borrower shall
apply, (i) on the date of its receipt thereof, one hundred percent (100%) of the
Net Cash Proceeds received by any such Company in connection with such sale,
transfer or other disposition that such Company does not intend to reinvest as
permitted under Section 8.5(a) hereof, and (ii) no later than the date three
hundred sixty (360) days within its receipt thereof, one hundred percent (100%)
of the Net Cash Proceeds that are not reinvested by such Company as permitted
under Section 8.5(a) hereof, to prepay the Loans as set forth in Section 2.6(c)
hereof. In the event a Company intends to reinvest Net Cash Proceeds as
permitted under Section 8.5(a) hereof, such Company shall deliver to the
Administrative Agent (i) on or before the date of completion thereof, notice of
(A) the sale, transfer or other disposition of the assets described in such
notice, (B) the date on which such action will occur, (C) the amount of Net Cash
Proceeds to be received by such Company in connection therewith and (D) its
intent to reinvest such Net Cash Proceeds as permitted under Section 8.5(a)
hereof, and (ii) on or before the date of the acquisition of replacement assets,
notice of (A) the acquisition of replacement assets, (B) the amount of Net Cash
Proceeds used to acquire


                                       39
<PAGE>

such replacement assets, and (C) the amount of Net Cash Proceeds outstanding
after such acquisition, if any.

                  (c) Application of Payments. The amount of any prepayment of
the Loans required to be made pursuant to this Section 2.6 shall be applied as
follows: (i) first, to permanently reduce the outstanding principal amount of
the Term B Loans, with the amount allocated to the Term B Loans being applied to
reduce, in the inverse order of maturity, the remaining scheduled installments
of principal due under the Term B Loans as set forth in Section 2.7(b) hereof,
and (ii) thereafter, to prepay the outstanding principal amount of the Revolving
Loans, with a corresponding permanent reduction in the amount of the Revolving
Loan Commitment in the inverse order of scheduled reductions. Notwithstanding
anything to the contrary contained herein, if an Event of Default has occurred
and is continuing at the time of any prepayment required to be made pursuant to
this Section 2.6, the amount of such prepayment shall be applied to prepay, on a
pro rata basis, the Term B Loans and the Revolving Loans. Accrued interest and
fees on the principal amount of the Loans being prepaid and the Commitments
being reduced pursuant to this Section 2.6 to the date of such prepayment or
reduction shall be paid by the Borrower concurrently with such reduction and
prepayment. In connection with any mandatory repayment due under this Section
2.6, the Borrower shall reimburse the Administrative Agent and the Lenders, on
demand, for any loss or out-of-pocket expense actually incurred by any of them
in connection with such repayment of any Eurodollar Advances as set forth in
Section 2.11 hereof. Notwithstanding the foregoing, the holders of the Term B
Loans each shall have the right to decline any mandatory partial prepayment of
the Term B Loans, in which case the amount of such prepayment shall be applied
to prepay the Revolving Loans, with a corresponding permanent reduction in the
Revolving Loan Commitment, in the manner set forth above.

            Section 2.7 Repayment. The Borrower hereby promises to pay the
Obligations (including principal, interest, fees, costs, and expenses) in
Dollars in full to the Lenders as follows and as and when otherwise due and
payable under the terms of this Agreement, the other Loan Documents and the
Credit Party Interest Hedge Agreements:

                  (a) Revolving Loan Commitment. Commencing on December 31,
2009, the Revolving Loan Commitment shall be reduced automatically and
permanently on the last Business Day of each quarter and on the Initial Maturity
Date (which reduction shall be inclusive of any reduction pursuant to Section
2.5 hereof during such quarter) as set forth below:


                                       40
<PAGE>

<TABLE>
<CAPTION>
                                                 Amount of Quarterly Reduction
                                                   (which shall include any
                                                  reductions made during such
                                                       quarter pursuant
                 Quarters Ended                         to Section 2.5)
-----------------------------------------------  -----------------------------
<S>                                              <C>
December 31, 2009 through September 30, 2010              $35,000,000

December 31, 2010 through Initial Maturity Date           $52,500,000
</TABLE>

As of the date of each reduction of the Revolving Loan Commitment as set forth
above, the Borrower shall pay to the Administrative Agent, for the benefit of
the Lenders, the amount necessary to reduce the principal amount of the
Revolving Loans, plus Swing Loans, plus L/C Obligations, then outstanding to not
more than the amount of the Revolving Loan Commitment as so reduced, together
with accrued interest on the amount so prepaid and the commitment fee set forth
in Section 2.4(b) hereof accrued through the date of the reduction with respect
to the amount reduced. Any unpaid principal and accrued interest of the
Revolving Loans and the Swing Loans and any other outstanding Obligations in
respect of the Revolving Loan Commitment shall be due and payable in full on the
Initial Maturity Date.

                  (b) Term B Loans. Commencing on June 30, 2005, and at the end
of each calendar quarter thereafter, the principal balance of the Term B Loans
then outstanding shall be repaid as set forth below:

<TABLE>
<CAPTION>
                                                 Amount of Quarterly
                                           Repayment (which shall include
                                             any repayments made during
                                                such quarter pursuant
              Quarters Ended                      to Section 2.5)
-----------------------------------------  ------------------------------
<S>                                        <C>
June 30, 2005 through March 31, 2011              $   1,500,000

June 30, 2011 through Final Maturity Date         $ 141,000,000
</TABLE>

Any unpaid principal and accrued interest of the Term B Loans and any other
outstanding Obligations (other than any outstanding Obligations under any of the
Incremental Facility Commitments) shall be due and payable in full on the Final
Maturity Date.

                  (c) Incremental Facility Loans. Any unpaid principal and
interest of the Incremental Facility Loans and any other outstanding Obligations
under any of the Incremental Facility Commitments shall be due and payable in
full on the Incremental Facility Maturity Date applicable thereto.


                                       41
<PAGE>

                  (d) Overadvances. In addition to the foregoing, if, at any
time, the amount of the Revolving Loans, plus Swing Loans, plus L/C Obligations,
then outstanding shall exceed the Revolving Loan Commitment, the Borrower shall
immediately make a repayment of principal in an amount equal to such excess,
which repayment shall be applied to the Revolving Loans and the Swing Loans as
set forth in Section 2.12 hereof.

                  (e) Letter of Credit Advances and Swing Loans. All Base Rate
Advances made pursuant to draws under Letters of Credit and all Swing Loans
shall be deemed to be Advances under the Revolving Loan Commitment and shall be
due and payable on the Initial Maturity Date.

            Section 2.8 Swing Loans.

                  (a) Swing Loan Advances.

                        (i) Notices; Disbursement. Whenever the Borrower desires
an Advance of the Swing Loans hereunder it shall give irrevocable notice to the
Swing Loan Lender not later than 1:00 p.m. (New York time) on the date of the
requested Advance by telephone, followed immediately by a confirmation of such
request in writing in the form of Exhibit M hereto (a "Swing Loan Request").
Subject to satisfaction of the conditions set forth herein, the Swing Loan
Lender shall initiate the transfer of funds representing such Advance to the
Borrower by 3:00 p.m. (New York time) on the Business Day specified by the
Borrower in the applicable Swing Loan Request.

                        (ii) Minimum Amounts. Each Advance of the Swing Loans
shall be in a minimum principal amount of $500,000 and integral multiples of
$250,000, in excess thereof.

                  (b) Repayment of Swing Loans. Each Advance of the Swing Loans
shall be due and payable on the earliest of (i) seven (7) days from the date of
such Advance, (ii) the date of the next Advance of the Revolving Loans, or (iii)
the Initial Maturity Date; provided, however, the Borrower may prepay any Swing
Loan Advance prior to the date it is due upon notice to the Swing Loan Lender
not later than 1:00 p.m. (New York time) on the date of prepayment of such
Advance. If such notice is given by the Borrower, the Borrower shall make such
prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein, together with accrued interest to such
date on the amount prepaid. If, and to the extent, any Swing Loans shall be
outstanding on the date of any Advance of the Revolving Loans, such Swing Loans
shall be repaid from the proceeds of such Advance of the Revolving Loans prior
to any distribution of such proceeds to the Borrower. If, and to the extent, an
Advance of the Revolving Loans is not requested prior to earlier of (A) the
Initial Maturity Date or (B) the last day of any such seven (7) day period from
the date of any Advance of the Swing Loans, the Borrower shall be deemed to have
requested a Base


                                       42
<PAGE>


Rate Loan on the Business Day immediately preceding the Initial Maturity Date or
the last day of such seven (7) day period, as applicable, in the amount of the
Swing Loans then outstanding, the proceeds of which shall be used to repay the
Swing Loan Lender for such Swing Loans. In addition, the Swing Loan Lender may,
at any time, in its sole discretion by written notice to the Borrower and the
Administrative Agent, require repayment of its Swing Loans by way of a Revolving
Loan, in which case the Borrower shall be deemed to have requested a Base Rate
Advance of the Revolving Loans in the amount of such Swing Loans; provided,
however, that any such demand shall be deemed to have been given one (1)
Business Day prior to the Initial Maturity Date and upon the occurrence of any
Event of Default described in Section 9.1(i) or 9.1(j) hereof and also upon
acceleration of the Obligations, whether on account of an Event of Default
described in Section 9.1(i) or 9.1(j) hereof or any other Event of Default, in
accordance with the provisions of Section 9.2 hereof following an Event of
Default (each such Revolving Loan made on account of any such deemed request
therefor as provided herein being hereinafter referred to as a "Mandatory
Borrowing"). Each Lender hereby irrevocably agrees to make its Revolving
Commitment Percentage of such Revolving Loans promptly upon any such request or
deemed request on account of each Mandatory Borrowing in the amount and in the
manner specified in the preceding sentence and on the same such date,
notwithstanding (I) the amount of Mandatory Borrowing may not comply with the
minimum amount for advances of Revolving Loans otherwise required hereunder,
(II) whether any conditions specified in Article 4 are then satisfied, (III)
whether a Default or an Event of Default then exists, (IV) failure for any such
request or deemed request for Revolving Loans to be made by the time otherwise
required in Section 2.2, (V) the date of such Mandatory Borrowing, or (VI) any
reduction in the Revolving Loan Commitment or termination of the Revolving Loan
Commitment relating thereto immediately prior to such Mandatory Borrowing or
contemporaneously therewith; provided, however, that no Lender shall be required
to make such Revolving Loans if, at the time that the Swing Loan Lender agreed
to fund any Swing Loan Request, the Swing Loan Lender had knowledge of the
existence of an Event of Default or such Mandatory Borrowing would cause a
Lender to exceed its Revolving Loan Commitment. 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 any
Insolvency Proceeding with respect to the Borrower or any other obligor
hereunder), then each Lender 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 the Swing Loan Lender such participations in the outstanding
Swing Loans as shall be necessary to cause each such Lender to share in such
Swing Loans ratably based upon its respective Revolving Commitment Percentage
(determined before giving effect to any termination of the Revolving Loan
Commitment pursuant to Section 9.2), provided that (A) all interest payable on
the Swing Loans shall be for the account of the Swing Loan Lender until the date
as of which the respective participation is purchased, and (B) at the time any
purchase of participations pursuant to this sentence is actually made, the
purchasing Lender shall be required to pay (to the extent not paid by the
Borrower) to the


                                       43
<PAGE>

Swing Loan Lender interest on the principal amount of participation purchased
for each day from and including the day upon which the Mandatory Borrowing would
otherwise have occurred but excluding the date of payment for such
participation, at the rate equal to, if paid within two (2) Business Days of the
date of the Mandatory Borrowing, the Federal Funds Effective Rate, and
thereafter at a rate equal to the Base Rate.

                  (c) Interest on Swing Loans. Swing Loans shall bear interest
at the simple per annum interest rate equal to the sum of (x) the Base Rate and
(y) the Applicable Margin then in effect with respect to Base Rate Advances of
the Revolving Loans, computed on the basis of a year of 365/366 days for the
actual number of days elapsed; provided, however, that (i) from and after any
failure to make any payment of principal or interest in respect of any of the
Loans hereunder when due (after giving effect to any applicable grace period),
whether at scheduled or accelerated maturity or on account of any mandatory
prepayment or (ii) while any Swing Loans in which the Lenders have acquired
participations pursuant to Section 2.8(b) hereof remain outstanding, the
principal of and, to the extent permitted by law, interest on, Swing Loans shall
bear interest, payable on demand, at the Default Rate. Interest on each Swing
Loan shall be payable in arrears on the date payment of such Swing Loan is due
pursuant to Section 2.8(b) hereof.

                  (d) Reporting. Unless the Swing Loan Lender is the
Administrative Agent, the Swing Loan Lender shall provide to the Administrative
Agent, on Friday of each week and on each date the Administrative Agent notifies
the Swing Loan Lender that the Borrower has made a Request for Advance or the
Administrative Agent otherwise requests the same, an accounting for the
outstanding Swing Loans in form reasonably satisfactory to the Administrative
Agent.

                  (e) Termination of Swing Loans; Designation of Swing Loan
Lender. Unless a Default or an Event of Default then exists, the Swing Loan
Lender shall give the Borrower and the Administrative Agent at least seven (7)
days' prior written notice before exercising its discretion herein not to make
Swing Loans. The Borrower must give ten (10) days' prior written notice to the
Administrative Agent of any change in designation of the Swing Loan Lender. The
replaced Swing Loan Lender shall continue to be a "Swing Loan Lender" for
purposes of repayment of any Swing Loans made prior to such replacement and
outstanding after such replacement.

            Section 2.9 Notes; Loan Accounts.

                  (a) The Loans shall be repayable in accordance with the terms
and provisions set forth herein. Upon the request of any Lender, (i) a Revolving
Note shall be issued by the Borrower to the order of such Lender in accordance
with such Lender's Revolving Commitment Percentage, and (ii) a Term B Note shall
be issued by the Borrower to the order of such Lender in accordance with such
Lender's Term B Commitment Percentage. The Swing Loans shall be evidenced by the
Swing Loan Note, which Swing Loan Note shall be issued by the Borrower and
payable to the order of the



                                       44
<PAGE>

Swing Loan Lender in the amount of the Swing Loan Committed Amount. If
applicable, an Incremental Facility Loan Note shall be issued by the Borrower to
the order of any Incremental Facility Lender in accordance with its pro rata
share of the Incremental Facility Commitments. Any Notes issued by the Borrower
shall be duly executed and delivered by one or more Authorized Signatories of
the Borrower.

                  (b) Each Lender may open and maintain on its books in the name
of the Borrower a loan account with respect to the Loans and interest thereon.
Each Lender which opens such loan account or accounts shall debit the applicable
loan account for the principal amount of each Advance made by it and accrued
interest thereon, and shall credit such loan account for each payment on account
of principal of or interest on the Loans. The records of each Lender with
respect to the loan accounts maintained by it shall be prima facie evidence of
the Loans and accrued interest thereon, but the failure to maintain such records
shall not impair the obligation of the Borrower to repay Indebtedness hereunder.

                  (c) Each Advance of the Revolving Loans from the Lenders
(other than the Swing Loan Lender) under this Agreement shall be made pro rata
by the Lenders on the basis of their respective Revolving Commitment
Percentages.

            Section 2.10 Manner of Payment.

                  (a) Each payment (including any prepayment) by the Borrower on
account of the principal of or interest on the Loans, commitment fees, and any
other amount owed to the Lenders and the Administrative Agent under this
Agreement or the other Loan Documents shall be made not later than 2:00 p.m.
(New York time) on the date specified for payment under this Agreement or such
other Loan Document to the Administrative Agent to an account designated by the
Administrative Agent for the account of the Lenders or the Administrative Agent,
as the case may be, in lawful money of the United States of America in
immediately available funds. Any payment received by the Administrative Agent
after 2:00 p.m. (New York time) shall be deemed received on the next Business
Day for purposes of interest and fee accrual. In the case of a payment for the
account of a Lender, the Administrative Agent will promptly thereafter
distribute the amount so received in like funds to such Lender. If the
Administrative Agent shall not have received any payment from the Borrower as
and when due, the Administrative Agent will promptly notify the Lenders
accordingly.

                  (b) If any payment under this Agreement or otherwise in
respect of the Loans shall be specified to be made upon a day which is not a
Business Day, it shall be made on the next succeeding day which is a Business
Day, and such extension of time shall in such case be included in computing
interest and fees, if any, in connection with such payment.

                  (c) Except as otherwise provided below, any and all payments
by the Borrower to the Administrative Agent or any other Credit Party under this


                                       45
<PAGE>

Agreement or otherwise in respect of the Loans shall be made without set-off or
counterclaim or deduction whatsoever.

                        (i) Unless otherwise required by Applicable Law, any and
all payments by the Borrower to the Administrative Agent and the other Credit
Parties, or any of them, under this Agreement or otherwise in respect of the
Loans shall be made without any deduction or withholding for present or future
income, excise, stamp or franchise taxes and other taxes, fees, duties,
withholdings or other charges of any nature whatsoever imposed by any taxing
authority, excluding, however, franchise, withholding, branch or other similar
taxes, duties, fees or charges imposed on or measured by any Credit Party's net
income or receipts (such non-excluded items being called "Taxes").

                        (ii) If the Borrower shall be required by Applicable Law
to deduct any Taxes from or in respect of any amounts payable hereunder or
otherwise in respect of the Loans to the Administrative Agent or any other
Credit Party, (A) except as otherwise provided in this Section, the sum payable
shall be increased ("Additional Amounts") as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section 2.10(c)), the Administrative Agent or such other Credit
Party, as the case may be, receives an amount equal to the sum it would have
received had no deductions been made, (B) the Borrower shall make such
deductions, and (C) the Borrower shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with Applicable
Law. Moreover, if any Taxes (which for purposes of this sentence shall include
taxes and charges imposed on or measured by net income or receipts of any Credit
Party by any jurisdiction to the extent imposed on Additional Amounts) are
directly asserted against any Credit Party with respect to any payment received
by such Credit Party hereunder, such Credit Party may pay such Taxes, and,
except as otherwise provided in this Section, the Borrower will promptly pay
such additional amount (including any penalties, interest or expenses) as is
necessary in order that the net amount received and retained by such Credit
Party after the payment of such Taxes (including any Taxes on such additional
amount) shall equal the amount such Credit Party would have received and
retained had no such Taxes been asserted; provided, however, such Credit Party
shall give written notice to the Borrower, accompanied by, to the extent
provided by the relevant taxing authority, a calculation in reasonable detail of
the amount demanded and evidence of the Taxes imposed on such Credit Party,
after such Credit Party has actual knowledge of the imposition of any Taxes.
Where notice is not given to the Borrower within forty-five (45) days after the
Credit Party receives written notice of the assertion of Taxes and the Borrower
does not otherwise have notice of such assertion, the Borrower shall not be
required to pay penalties, additions to taxes, expenses, and interest accruing
on such Taxes from the date forty-five (45) days after the receipt by the Credit
Party of written notice of the assertion of such Taxes until the date that the
Borrower receives such notice. The Borrower shall furnish to such Credit Party
within forty-five (45) days (or as soon thereafter as available) after the date
the payment of any



                                       46
<PAGE>

Taxes is due pursuant to Applicable Law true and correct copies of tax receipts
evidencing payment by the Borrower. Except as otherwise provided in this
Section, if the Borrower fails to pay any Taxes that it is required to pay
pursuant to the terms of this Agreement when due to the appropriate taxing
authority or fails to remit to any of the Credit Parties the required receipts
or other required documentary evidence, the Borrower shall indemnify the Credit
Parties for any incremental Taxes, interest or penalties that may become payable
by the Credit Parties primarily as a result of any such failure.

                        (iii) Each Lender that is not a United States person
within the meaning of Section 7701 of the Code (a "Foreign Lender") shall
deliver to the Borrower and the Administrative Agent, no later than the date
hereof (or if such Foreign Lender becomes a party to this Agreement (whether by
assignment or otherwise) after the date hereof, the date upon which such Foreign
Lender becomes a party hereto), (A) two (2) complete, duly executed original IRS
Forms W-8ECI or IRS Forms W-8BEN, or any successors thereto, establishing that
such Foreign Lender is on the date of delivery thereof entitled to receive any
and all payments from the Borrower under this Agreement or otherwise in respect
of the Loans free from withholding of United States federal income tax or (B) in
the case of such Foreign Lender that is not legally entitled to deliver either
form listed in clause (b)(iii)(A), (I) a certificate of a duly authorized
officer of such Foreign Lender to the effect that such Foreign Lender is not (x)
a "bank" within the meaning of Section 881(c)(3)(A) of the Code, (y) a "10
percent shareholder" of the Borrower within the meaning of Section 881(c)(3)(B)
of the Code or (z) a controlled foreign corporation receiving interest from a
related person within the meaning of Section 881(c)(3)(C) of the Code (such
certificate, an "Exemption Certificate") and (II) two (2) duly completed copies
of IRS Form W-8BEN or successor applicable form, certifying that such Foreign
Lender is entitled to an exemption from United States federal withholding tax on
payments of interest. Each Foreign Lender shall, from time to time, deliver
updated or corrected IRS Forms W-8ECI, IRS Forms W-8BEN or Exemption
Certificates, or any successors thereto, to the Borrower and the Administrative
Agent to the extent and in the manner required under United States federal tax
law. The Borrower shall not be required to pay any Additional Amounts under
Section 2.10(c)(ii) hereof to a Foreign Lender if such Foreign Lender (I) fails
to comply with the requirements of this Section 2.10(c)(iii) hereof or, (II)
fails to qualify for a complete reduction or exemption of United States federal
tax withholding for any reason other than a change in the United States federal
tax law, or the official interpretation thereof, in each case, after the
delivery of IRS Forms W-8ECI, IRS Forms W-8BEN or an Exemption Certificate, or
any successors thereto, or (III) is treated as a "conduit entity" within the
meaning of U.S. Treasury Regulations Section 1.881-3 or any successor provision.
Notwithstanding the foregoing, if at the date of an assignment pursuant to which
a Foreign Lender becomes a party to this Agreement, the assignor was entitled to
payments under Section 2.10(c)(ii) hereof, then, to such extent, the assignee
shall not be required to deliver IRS Forms W-8ECI, IRS Forms W-8BEN or an
Exemption Certificate, or any successors thereto, establishing a withholding
rate for such Foreign Lender that is less than the rate the


                                       47
<PAGE>

assignor was subject to, and the assignee shall be entitled to receive
Additional Amounts to such extent the assignor was so entitled.

                        (iv) Each of the Credit Parties agrees that it will, to
the extent reasonable and without material cost or risk to it, (A) take all
actions reasonably requested by the Borrower to maintain all exemptions, if any,
available to it from United States federal withholding taxes (whether available
by treaty, statute, or existing administrative waiver) and (B) otherwise
cooperate with the Borrower to minimize any amounts payable by the Borrower
under this Section 2.10(c), including the contest of any asserted tax liability.

                        (v) Any Credit Party that becomes aware that it is
entitled to receive a refund (whether by way of a direct payment or by offset)
in respect of Additional Amounts paid by the Borrower, which refund would
reasonably be considered allocable to or resulting from such payment or
indemnification made pursuant to this Section 2.10, shall promptly notify the
Borrower of the availability of such refund and shall, within thirty (30) days
after the receipt of a request from the Borrower, apply for such refund with the
Borrower being responsible for any incremental costs associated with such refund
request; provided, however, that (A) the Borrower shall not be entitled to any
damages as a result of the failure of such Credit Party to so notify the
Borrower of the availability of such refund and (B) the Borrower shall not have
the right to examine the books or records of any Credit Party. If any Credit
Party receives any such refund (as described in the preceding sentence), it
shall promptly repay the amount of such refund (together with any interest
received thereon) to the Borrower; provided, however, that the Borrower, upon
the request of the applicable Credit Party, shall repay the amount paid over to
the Borrower in the event such Credit Party is required to repay such refund to
the applicable authority.

                        (vi) If the Borrower is or becomes required to pay any
Additional Amounts to a Credit Party pursuant to this Section 2.10, the Borrower
shall have the right, upon notice to the Administrative Agent and such Credit
Party, to (A) prepay without penalty, on a non-pro rata basis, all or any
portion of a Loan held by such Credit Party plus all interest and Additional
Amounts owing to such Credit Party as of the date of such prepayment, (B)
require such Credit Party to use reasonable efforts to designate a different
lending office for funding or booking its Loan under this Agreement or to assign
its rights and obligations under this Agreement to another of its offices,
branches or affiliates, or (C) require such Credit Party to effect an assignment
of all of its rights and obligations under this Agreement to another Credit
Party designated by the Borrower if, in the case of clause (B) or (C), such
designation or assignment (x) would eliminate or reduce amounts payable pursuant
to this Section 2.10 in the future and (y) would not cause the imposition on
such Credit Party of any additional costs or legal or regulatory burdens deemed
by such Credit Party to be material or otherwise disadvantageous to such Credit
Party.


                                       48
<PAGE>

            Section 2.11 Reimbursement. Whenever any Lender shall actually incur
any losses or out-of-pocket expenses in connection with (a) the failure by the
Borrower to convert, continue or borrow any Eurodollar Advance after having
given notice of its intention to convert, continue or borrow such Eurodollar
Advance in accordance with Section 2.2 hereof (whether by reason of the election
of the Borrower not to proceed or the non-fulfillment of any of the conditions
set forth in Article 4 hereof) other than a failure to borrow resulting from an
unavailability which occurs after notice from the Administrative Agent to the
Borrower pursuant to Section 11.1 or 11.2 hereof, (b) the prepayment of any
Eurodollar Advance in whole or in part (including a prepayment pursuant to
Sections 11.2 and 11.3(b) hereof), or (c) the failure by the Borrower to prepay
any Advance after notice of prepayment has been given by the Borrower to the
Administrative Agent in accordance with Section 2.5 hereof, the Borrower agrees
to pay to such Lender, upon the earlier of such Lender's demand or the
applicable Maturity Date, an amount sufficient to compensate such Lender for all
such losses and out-of-pocket expenses. Such Lender's good faith determination
of the amount of such losses and out-of-pocket expenses, absent manifest error,
shall be binding and conclusive. Upon request of the Borrower, any Lender
seeking reimbursement under this Section 2.11 shall provide a certificate
setting forth the amount to be paid to it by the Borrower hereunder and
calculations therefor.

            Section 2.12 Application of Payments.

                  (a) Prior to the Final Maturity Date or the acceleration of
the Loans under Section 9.2 hereof, and other than with respect to payments
required to be made pursuant to Section 2.6 hereof (which shall be applied as
set forth in Section 2.6), if some but less than all amounts due from the
Borrower are received by the Administrative Agent, the Administrative Agent will
distribute such amounts as follows: FIRST, pro rata among the Credit Parties
based on the total amount of such fees, costs and expenses, to the payment of
any fees, costs and expenses then due and payable hereunder or under any other
Loan Document; SECOND, pro rata among the Lenders based on the principal amount
of the Loans outstanding immediately prior to such payment, to any unpaid
interest then due and payable on the Loans; THIRD, pro rata among the Lenders
based on the principal amount of the Loans outstanding immediately prior to such
payment, to any unpaid principal of the Loans; and FOURTH, pro rata among the
Credit Parties based on the amount of such Obligations outstanding immediately
prior to such payment, to the payment of any other Obligations not otherwise
referred to in this Section 2.12(a) then due and payable.

                  (b) Subsequent to the Final Maturity Date or the acceleration
of the Loans under Section 9.2 hereof, payments made to any Credit Party, or
otherwise received by any Credit Party (from realization on Collateral or
otherwise), shall be distributed as follows: FIRST, to the costs and expenses,
if any, incurred by the Credit Parties, or any of them, to the extent permitted
by Section 12.2 hereof, in the collection of such amounts under this Agreement
or any of the other Loan Documents, including,


                                       49
<PAGE>

without limitation, any reasonable costs incurred in connection with the sale or
disposition of any Collateral for the Obligations; SECOND, pro rata among the
Credit Parties based on the total amount of fees then due and payable, to any
fees then due and payable hereunder or under any other Loan Document and to any
other fees then due and payable to the Lenders under this Agreement or any other
Loan Document; THIRD, pro rata among the Lenders based on the outstanding
principal amount of the Loans outstanding immediately prior to such payment, to
any unpaid interest which may have accrued on the Loans; FOURTH, pro rata (i)
among the Lenders based on the principal amount of the Loans outstanding
immediately prior to such payment, to any unpaid principal of the Loans and (ii)
to the payment of any Obligation arising in respect of the Credit Party Interest
Hedge Agreements having aggregate notional amounts not to exceed the
Commitments; FIFTH, to any other Obligations not otherwise referred to in this
Section 2.12(b) until all such Obligations are paid in full; SIXTH, pro rata
among the Credit Parties based on the amount of damages outstanding immediately
prior to such payment, to damages incurred by the Credit Parties, or any of
them, by reason of any breach of this Agreement or of any other Loan Documents;
and SEVENTH, upon satisfaction in full of all Obligations, to the Borrower or as
otherwise required by law.

                  (c) If any Lender shall obtain any payment on any date
(whether involuntary or otherwise) on account of the Loans (excluding any Swing
Loans) made by it in excess of its ratable share of the payments made by the
Borrower to the Credit Parties on such date (in the aggregate), such that, after
giving effect thereto, such Lender's outstanding Loans (excluding any Swing
Loans) are less than such Lender's ratable share of all the Loans then
outstanding (in the aggregate) in accordance with such Lender's Commitment
Percentage, such Lender shall forthwith purchase from the other Lenders such
participations in the Loans made by such other Lenders as shall be necessary to
cause such purchasing Lender to share the excess payment ratably with each of
them; provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Lender, such purchase from each Lender
shall be rescinded and such Lender shall repay to each purchasing Lender the
purchase price to the extent of such recovery. The Borrower agrees that any
Lender so purchasing a participation from another Lender pursuant to this
Section 2.12(c) may, to the fullest extent permitted by law, exercise all its
rights of payment with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation so
long as the Obligations are not increased as a result of such participation. If
the Swing Loan Lender shall receive any payment on any date on account of its
Swing Loans in excess the amount to which it is entitled in accordance with
Section 2.8(b), the Swing Loan Lender shall remit the amount of such excess to
the other Lenders as the Administrative Agent may direct in accordance with
Section 2.8(b).

            Section 2.13 Capital Adequacy. In the event that any Lender shall
have determined that a Regulatory Change has the effect of reducing the rate of
return on such Lender's capital as a consequence of its obligations hereunder to
a level below that which such Lender could have achieved but for such adoption,
change or compliance (taking


                                       50
<PAGE>

into consideration such Lender's policies with respect to capital adequacy) by
an amount deemed by such Lender to be material, then from time to time, ten (10)
days after submission by such Lender to the Borrower (with a copy to the
Administrative Agent) of a written request therefor, together with a certificate
(which shall be conclusive absent manifest error) setting forth the calculations
evidencing such requested additional amount, and the law or regulation with
respect thereto and certifying that such request is consistent with such
Lender's treatment of other similar customers having similar provisions
generally in their agreements with such Lender and that such request is being
made on the basis of a reasonable allocation of the costs resulting from such
law or regulation, the Borrower shall pay to such Lender such additional amount
or amounts as will compensate such Lender for such reduction. Allocations shall
not be deemed reasonable unless made ratably, to the extent practicable, to all
affected assets, commitments, activities or other relevant aspects of such
Lender's business, whether or not the Lender is entitled to compensation with
respect thereto. Notwithstanding the foregoing, the Borrower shall only be
obligated to compensate such Lender for any amount under this subsection arising
or occurring during (a) in the case of each such request for compensation, any
time or period commencing not more than ninety (90) days prior to the date on
which such Lender submits such request and (b) any other time or period during
which, because of the unannounced retroactive application of such law,
regulation, interpretation, request or directive, such Lender reasonably could
not have known that the resulting reduction in return might arise. Each Lender
will notify the Borrower that it is entitled to compensation pursuant to this
subsection as promptly as practicable after it determines to request such
compensation; provided, however, that the failure to provide such notice shall
not restrict the ability of such Lender to be reimbursed under this Section
2.13.

            Section 2.14 Incremental Facility Loans.

                  (a) Subject to the terms and conditions of this Agreement, the
Borrower may request Incremental Facility Commitments on any Business Day;
provided, however, that the Borrower may not request Incremental Facility
Commitments or an Incremental Facility Loan during the continuance of a Default
or Event of Default, including, without limitation, any Default or Event of
Default that would result after giving effect to any Incremental Facility Loan;
and provided further, that the Borrower may request up to three (3) Incremental
Facility Commitments (each of which commitments may be from more than one
Lender) which may be no less than $50,000,000 and no more than $300,000,000 in
the aggregate. Each Incremental Facility Commitment shall have a weighted
average life to maturity equal to or greater than the weighted average life to
maturity of the Term B Loan Commitment. In requesting Incremental Facility
Commitments, the Borrower shall offer each of the Lenders an opportunity to
provide an Incremental Facility Commitment; provided that none of the Lenders
shall be required to issue an Incremental Facility Commitment and the decision
of any Lender to issue or not issue an Incremental Facility Commitment to the
Borrower shall be at such Lender's sole discretion after being offered such
right of first refusal (and


                                       51
<PAGE>

the failure to respond to any such offer by the requested deadline shall be
deemed a refusal). Persons not then Lenders may be included as Lenders having
Incremental Facility Commitments with the written approval of the Borrower and
the Administrative Agent. The Incremental Facility Commitments (i) may be in the
form of a revolving or a term credit facility and may be structured as an
institutional tranche, (ii) must not (A) have scheduled amortization providing
for principal repayments or commitment reductions earlier than, or in an amount
on a percentage basis larger than, those dates or amounts set forth in the
amortization schedule for the Term B Loans set forth herein, or (B) be secured
by more or different collateral than the Loans hereunder, and (iii) must be
governed by this Agreement and the other Loan Documents and be subject to terms
and conditions not more restrictive than those set forth herein and therein for
the Loans.

                  (b) Prior to the effectiveness of any Incremental Facility
Commitment, the Borrower shall (i) deliver to the Administrative Agent and the
Lenders a notice (each a "Notice of Incremental Facility Commitment"), in form
and substance satisfactory to the Administrative Agent, setting forth terms and
provisions with respect to interest rates and scheduled amortization with
respect to the proposed Incremental Facility Loan and (ii) provide revised
projections to the Administrative Agent and the Lenders, which shall be in form
and substance reasonably satisfactory to the Administrative Agent and which
shall demonstrate the Borrower's ability to timely repay such Incremental
Facility Commitment and any Incremental Facility Loans thereunder and to comply
with the terms and conditions of this Agreement and the other Loan Documents.

                  (c) No Incremental Facility Commitment shall by itself result
in any reduction of the Revolving Loan Commitment or the Term B Loan Commitment
or of the Commitment Percentages with respect thereto of such Lender issuing
such Incremental Facility Commitment.

                  (d) Advances of the Incremental Facility Loans (i) shall bear
interest at the Base Rate or the Eurodollar Rate or such other reasonable rate
agreed to by the Lenders making such Incremental Facility Loans; (ii) subject to
Section 2.14(a) hereof, shall be repaid as agreed to by the Borrower and the
Lenders making such Incremental Facility Loans; (iii) shall for all purposes be
Obligations hereunder and under the Loan Documents; (iv) shall be represented by
promissory notes which set forth terms and provisions with respect to interest
rates and scheduled amortization with respect to such Incremental Facility Loans
and are in form and substance acceptable to the Administrative Agent and the
Borrower (each, an "Incremental Facility Note"), and (v) shall rank pari passu
with the Loans for purposes of Sections 2.12 and 9.2 hereof (unless the
applicable Incremental Facility Lender shall otherwise agree in writing to have
its Incremental Facility Loans be junior to the Loans).

                  (e) Incremental Facility Loans shall be requested by the
Borrower pursuant to a request (which shall be substantially in the form of a
Request for


                                       52
<PAGE>

Advance) delivered in the same manner as a Request for Advance, but shall be
funded pro rata only by those Lenders that hold the applicable Incremental
Facility Commitments.

                  (f) In the event that the interest rate applicable to any of
the Incremental Facility Loans (including, without limitation, any original
issue discount in respect of such Incremental Facility Loans) shall exceed the
interest rate applicable to the Term B Loans by more than twenty-five (25) basis
points, the Applicable Margin for the Term B Loans shall automatically be
increased such that the interest rate applicable to the Term B Loans is
twenty-five (25) basis points less than the interest rate applicable to such
Incremental Facility Loans without any action or consent of the Borrower or any
Lender.

            Section 2.15 Letters of Credit.

                  (a) Upon receipt by the Administrative Agent of at least three
(3) Business Days' written notice from the Borrower in the form of a Request for
Issuance of Letter of Credit, the Administrative Agent shall promptly forward
such notice to the Issuing Bank or, if requested by the Borrower, to another
Lender agreeing to act as an Issuing Bank (and if such Lender shall accept and
countersign such Request for Issuance of Letter of Credit, such Lender shall
become the Issuing Bank with respect to such Letter of Credit), and the
applicable Issuing Bank will issue a Letter of Credit in the amount requested
subject to the terms and conditions of this Agreement and further subject to the
following: (i) after giving effect to the requested issuance, the aggregate face
amount of all Letters of Credit outstanding hereunder would not exceed the
Letter of Credit Committed Amount; and (ii) after giving effect to the requested
issuance, the aggregate amount of all L/C Obligations then outstanding, plus the
aggregate amount of Swing Loans then outstanding, plus the aggregate amount of
all Revolving Loans then outstanding shall not exceed the Revolving Loan
Commitment. No Letter of Credit shall have a maturity extending beyond the
earlier of (x) a term of one (1) year from the date of issuance or (y) the
Initial Maturity Date. Subject to the maturity limitations provided herein and
so long as no Default or Event of Default then exists or would be caused
thereby, Letters of Credit shall be renewable annually upon the request of the
Borrower and with the consent of the applicable Issuing Bank, which consent
shall not be unreasonably withheld but shall be subject to compliance with
customary letter of credit practices at the times of any proposed renewal. Each
Request for Issuance of Letter of Credit from the Borrower shall specify in
reasonable detail the documents which must be presented to draw under such
Letter of Credit, which specification shall include all documents which the
applicable Issuing Bank may reasonably require.

                  (b) If a Letter of Credit provides that it is automatically
renewable unless notice is given by the Issuing Bank with respect thereto that
it will not be renewed, such Issuing Bank and the Borrower shall give notice of
non-renewal to the Administrative Agent at least ten (10) Business Days prior to
the last date on which a


                                       53
<PAGE>

notice of non-renewal may be given to the beneficiary of such Letter of Credit.
The Administrative Agent shall promptly notify the Lenders and, unless so
directed by the Majority Lenders at least three (3) Business Days prior to the
last date on which a notice of non-renewal may be given to the beneficiary of
such Letter of Credit, the Issuing Bank with respect to such Letter of Credit
shall not be bound to give notice of non-renewal to the beneficiary of such
Letter of Credit.

                  (c) Provided that no Default or Event of Default then exists
or would be caused thereby, each Lender irrevocably authorizes each Issuing Bank
to issue, reconfirm, reissue and extend each Letter of Credit issued by such
Issuing Bank in accordance with the terms of this Agreement. Each Issuing Bank
hereby sells, and each other Lender that has issued a Revolving Loan Commitment
hereby purchases, on a continuing basis, a participation and an undivided
interest in (A) the obligations of such Issuing Bank to honor any draws under
the Letters of Credit issued pursuant to this Agreement, and (B) the
Indebtedness of the Borrower to such Issuing Bank under this Agreement in
respect of Letters of Credit issued by it, such participation being in the
amount of such Lender's pro rata share of such obligations and Indebtedness
based on such Lender's Revolving Commitment Percentage, in each case without
further action by any party.

                  (d) Upon receipt of a draw certificate from the beneficiary of
a Letter of Credit, the applicable Issuing Bank shall promptly notify the
Administrative Agent, which shall in turn notify the Borrower and each Lender
that has issued a Revolving Loan Commitment, by telephone or telecopy, of the
amount of the requested draw and, in the case of each such Lender, such Lender's
portion of such draw amount as calculated in accordance with its Revolving
Commitment Percentage.

                  (e) The Borrower hereby irrevocably requests, and the Lenders
that have issued Revolving Loan Commitments hereby severally agree to make, a
Base Rate Advance to the Borrower (notwithstanding the minimum amount
requirements otherwise applicable to Base Rate Advances) on each day on which a
draw is made under any Letter of Credit and in the amount of such draw, and each
such Lender shall fund such Lender's share of such Base Rate Advance by payment
to the Administrative Agent in accordance with Section 2.2(e) hereof and its
Revolving Commitment Percentage, without reduction for any set-off counterclaim
of any nature whatsoever. The obligation of each such Lender to make payments to
the Administrative Agent, for the account of each Issuing Bank, in accordance
with this Section 2.15 shall be absolute and unconditional, and no such Lender
shall be relieved of its obligations to make such payments by reason of
non-compliance by any other Person with the terms of any Letter of Credit or for
any other reason other than the gross negligence or willful misconduct of the
Administrative Agent or the applicable Issuing Bank. The Administrative Agent
shall promptly remit to the applicable Issuing Bank the amounts so received from
the applicable Lenders.


                                       54
<PAGE>

                  (f) The Borrower agrees that any action taken or omitted to be
taken by any Issuing Bank in connection with any Letter of Credit issued by it,
except for such actions or omissions as shall constitute gross negligence or
willful misconduct on the part of such Issuing Bank or such Issuing Bank's
willful failure to pay under any such Letter of Credit after presentation to it
of documents complying with the terms of such Letter of Credit, shall be binding
on the Borrower as between the Borrower and such Issuing Bank, and shall not
result in any liability of the Issuing Bank to the Borrower. The obligation of
the Borrower to reimburse the Lenders for Advances made to reimburse any Issuing
Bank for draws under the Letters of Credit issued by it shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances whatsoever, including, without
limitation, the following circumstances:

                        (i) Any lack of validity or enforceability of any Loan
Document;

                        (ii) Any amendment or waiver of or consent to any
departure from any or all of the Loan Documents;

                        (iii) Any improper use which may be made of any Letter
of Credit or any improper acts or omissions of any beneficiary or transferee of
any Letter of Credit in connection therewith;

                        (iv) The existence of any claim, set-off, defense or any
right which the Borrower may have at any time against any beneficiary or any
transferee of any Letter of Credit (or Persons for whom any such beneficiary or
any such transferee may be acting) or any Lender (other than the defense of
payment to such Lender in accordance with the terms of this Agreement) or any
other Person, whether in connection with any Letter of Credit, any transaction
contemplated by any Letter of Credit, this Agreement, any other Loan Document,
or any unrelated transaction;

                        (v) Any statement or any other documents presented under
any Letter of Credit proving to be insufficient, forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect whatsoever, provided that such payment shall not have constituted gross
negligence of willful misconduct of the applicable Issuing Bank;

                        (vi) The insolvency of any Person issuing any documents
in connection with any Letter of Credit;

                        (vii) Any breach of any agreement between the Borrower
and any beneficiary or transferee of any Letter of Credit;


                                       55
<PAGE>

                        (viii) Any irregularity in the transaction with respect
to which any Letter of Credit is issued, including any fraud by the beneficiary
or any transferee of such Letter of Credit;

                        (ix) Any errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, wireless or
otherwise, whether or not they are in code;

                        (x) Any act, error, neglect or default, omission,
insolvency or failure of business of any of the correspondents of the applicable
Issuing Bank, provided that the same shall not have constituted the gross
negligence or willful misconduct of such Issuing Bank;

                        (xi) Any other circumstances arising from causes beyond
the control of the applicable Issuing Bank;

                        (xii) Payment by the applicable Issuing Bank under any
Letter of Credit against presentation of a sight draft or a certificate which
does not comply with the terms of such Letter of Credit, provided that such
payment shall not have constituted gross negligence or willful misconduct of the
Issuing Bank; and

                        (xiii) Any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing, provided that such other
circumstances or happenings shall not have been the result of gross negligence
or willful misconduct of the applicable Issuing Bank or any Lender.

                  (g) If, after the Agreement Date, any change in Applicable
Law, any change in the interpretation or administration thereof, or any change
in compliance with Applicable Law by any Issuing Bank or any other Lender as a
result of any request or directive of any governmental authority, central bank
or comparable agency (whether or not having the force of law) shall (i) impose,
modify or deem applicable any reserve (including, without limitation, any
imposed by the Board of Governors of the Federal Reserve System), special
deposit, capital adequacy, assessment or other requirements or conditions
against letters of credit issued by any Issuing Bank or against participations
by any other Lender in the Letters of Credit or (ii) impose on any Issuing Bank
or any other Lender any other condition regarding any Letter of Credit or any
participation therein, and the result of any of the foregoing in the reasonable
determination of such Issuing Bank or such Lender, as the case may be, is to
increase the cost to such Issuing Bank or such Lender of issuing or maintaining
any Letter of Credit or purchasing or maintaining any participation therein, as
the case may be, by an amount (which amount shall be reasonably determined)
deemed by such Issuing Bank or such Lender to be material, and the designation
of a different lending office will not avoid the need for (or reduce the amount
of) additional compensation, then, on the earlier of ten (10) days following the
date of demand (which demand shall be made not later than six (6) months
following such Issuing Bank's or such Lender's determination of a need for


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<PAGE>

additional compensation) by such Issuing Bank or such Lender or the Initial
Maturity Date, the Borrower shall promptly pay such Issuing Bank or such Lender,
as the case may be, such additional amount or amounts as such Issuing Bank or
such Lender, as the case may be, determines will compensate it for such
increased costs. Within sixty (60) days of such written demand by such Issuing
Bank or such Lender, the Borrower may, in its discretion, provide a replacement
bank or banks for such Issuing Bank or such Lender, which replacement bank or
banks will be subject to the approval of the Arranger Banks and the Majority
Lenders (which approval, in each case, will not be unreasonably withheld), and
shall take all necessary actions to transfer the rights, duties and obligations
of such Issuing Bank or such Lender to such replacement bank or banks within
such 60-day period. A certificate of such Lender setting forth the amount, and
in reasonable detail the basis for such Issuing Bank's or such Lender's
determination of such amount, to be paid to such Issuing Bank or such Lender by
the Borrower as a result of any event referred to in this paragraph shall,
absent manifest error, be conclusive. Such certificate shall be delivered to the
Borrower with each written demand for payment referenced above. Each Issuing
Bank and each Lender further agree that they shall use their best efforts to
give the Borrower thirty (30) days' prior notice, and in any event shall give
prompt notice, of any event referred to in this paragraph which may have the
effect of materially increasing the cost to such Issuing Bank or such Lender of
issuing or maintaining the Letter of Credit or purchasing or maintaining any
participation therein.

                  (h) Each Lender shall be responsible for its pro rata share
(based on such Lender's Revolving Commitment Percentage) of any and all
reasonable out-of-pocket costs, expenses (including reasonable legal fees) and
disbursements which may be incurred or made by any Issuing Bank in connection
with the collection of any amounts due under, the administrative of, or the
presentation or enforcement of any rights conferred by any Letter of Credit
issued by such Issuing Bank, the Borrower's or any Guarantor's obligations to
reimburse or otherwise. In the event the Borrower shall fail to pay such
expenses of any Issuing Bank within thirty (30) days of demand for payment by
such Issuing Bank, provided that such Issuing Bank has, during such 30-day
period, made a diligent collection effort with respect to such expenses, and
provided that such costs will not result from the gross negligence or willful
misconduct of such Issuing Bank, each Lender shall thereupon pay to such Issuing
Bank its pro rata share (based on such Lender's Revolving Commitment Percentage)
of such expenses within ten (10) days from the date of such Issuing Bank's
notice to the Lenders of the Borrower's failure to pay; provided, however, that
if the Borrower or any Guarantor shall thereafter pay such expense, such Issuing
Bank will repay to each Lender the amounts received from such Lender hereunder.

                             ARTICLE 3 - Guarantee

            Section 3.1 Guarantee. Each of the Guarantors, jointly and
severally, hereby unconditionally guarantees to the Credit Parties and their
respective permitted successors and assigns and the subsequent holders of the
Obligations (including, without


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<PAGE>

limitation, any interest on the Loans accruing after the filing of a petition
initiating any Insolvency Proceeding, whether or not such interest accrues or is
recoverable against the Borrower after the filing of such petition for purposes
of the Bankruptcy Code or is an allowed claim in such proceeding), irrespective
of the validity and enforceability of this Agreement, the other Loan Documents
or the Credit Party Interest Hedge Agreements or the Obligations of any of the
Borrower Parties hereunder or thereunder, the value or sufficiency of any
Collateral or any other circumstance that might otherwise affect the liability
of a guarantor, that: (a) the principal of and interest on the Loans and all
other Obligations under this Agreement, the other Loan Documents and the Credit
Party Interest Hedge Agreements shall be promptly paid in full when due, whether
at stated maturity, by acceleration or otherwise, in accordance with the terms
hereof and thereof; and (b) in case of any extension of time of payment or
renewal of any of the Loans or any other of such Obligations, the same shall be
promptly paid in full when due in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The foregoing
guaranty is a guaranty of payment and not of collection. Failing payment when
due of any amount so guaranteed for whatever reason, the Guarantors will be
obligated, jointly and severally, to pay the same immediately.

            Section 3.2 Waivers and Releases. Each of the Guarantors hereby
waives notice of, and consents to, any extension of time of payment, renewals,
releases of Collateral, delays in obtaining or realizing upon or failures to
obtain, perfect, or maintain perfection of, or realize upon Collateral or other
indulgence from time to time granted by any of the Credit Parties in respect of
this Agreement, any other Loan Document or any Credit Party Interest Hedge
Agreement. Each of the Guarantors hereby releases the Borrower from all, and
agrees not to assert or enforce (whether by or in a legal or equitable
proceeding or otherwise), any "claims" (as defined in 11 U.S.C. Section 101(4)),
whether arising under Applicable Law or otherwise, to which such Guarantors are
or would be entitled by virtue of their obligations hereunder, any payment made
pursuant hereto or the exercise by the Credit Parties of their rights with
respect to any Collateral, including any such claims to which such Guarantors
may be entitled as a result of any right of subrogation, exoneration or
reimbursement. To the extent not released by such Guarantors under this Article
3, each of the Guarantors agrees that it shall not be entitled to any right of
subrogation, exoneration, reimbursement or contribution in respect of any
Obligations guaranteed hereby. With respect to this Agreement, the other Loan
Documents and the Credit Party Interest Hedge Agreements, each of the Guarantors
hereby waives presentment, protest, demand of payment, notice of dishonor and
all other notices and demands whatsoever. Each of the Guarantors further agrees
that, as between such Guarantor, on the one hand, and the Credit Parties, on the
other hand, (a) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Section 9.2 hereof for the purposes of this


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<PAGE>

Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Obligations guaranteed hereby, and (b) in
the event of any declaration of acceleration of such Obligations as provided in
Section 9.2 hereof, such Obligations (whether or not due and payable) shall
forthwith become due and payable by each of the Guarantors for purposes of this
Guarantee. The obligations of the Guarantors under this Article 3 shall be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of the Borrower is rescinded or must otherwise be restored by any
holder of any of the Obligations guaranteed hereunder, whether as a result of
any Insolvency Proceeding or otherwise, and each Guarantor agrees that it will,
jointly and severally, indemnify the Credit Parties on demand for reasonable
costs and expenses (including, without limitation, reasonable fees and expenses
of counsel) incurred by the Credit Parties in connection with such rescission or
restoration. Each Guarantor further agrees with the Borrower for the benefit of
each of its creditors (including, without limitation, the Credit Parties) that
any payment referred to in this Article 3 by a Guarantor shall constitute a
contribution of capital by such Guarantor to the Borrower (or an investment in
the equity capital of the Borrower by such Guarantor).

            Section 3.3 Miscellaneous.

                  (a) Upon the bankruptcy or winding up or other distribution of
assets of the Borrower or any Material Subsidiary of the Borrower or of any
surety or guarantor of any of the Obligations of the Borrower to the Credit
Parties, the rights of the Credit Parties against the Guarantors shall not be
affected or impaired by the omission of any Credit Party to prove its claim, or
to prove its full claim, and the Administrative Agent may prove such claims as
it sees fit and may refrain from proving any claim and in its discretion may
value as it sees fit or refrain from valuing any security held by it without in
any way releasing, reducing or otherwise affecting the liability to the Credit
Parties of any Guarantor.

                  (b) Each of the Guarantors absolutely, unconditionally and
irrevocably waives any and all right to assert any defense, set-off,
counterclaim or cross-claim of any nature whatsoever with respect to this
Article 3 or the obligations of the Guarantors hereunder or the obligations of
any other Person or party (including, without limitation, the Borrower) relating
to this Article 3 or the obligations of any other guarantor with respect to the
Obligations in any action or proceeding brought by any Credit Party to collect
the Obligations or any portion thereof, or to enforce the obligations of the
Guarantors under this Article 3.

                  (c) If a claim is ever made upon any of the Credit Parties for
the repayment or recovery of any amount or amounts received by such Person in
payment of any of the Obligations and such Person repays all or part of such
amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such Person or any of its property,
or (ii) any settlement or compromise of any such claim effected by such Person
with any such claimant, including the Borrower, then in such event the
Guarantors agree that any such judgment, decree, order, settlement or compromise
shall be binding upon the Guarantors, notwithstanding any revocation hereof or
the cancellation of any promissory note or other instrument evidencing any of
the Obligations, and the Guarantors shall be and remain obligated to such Person
hereunder


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<PAGE>

for the amount so repaid or recovered to the same extent as if such amount had
never originally been received by such Person.

                  (d) The Guarantors expressly represent and acknowledge that
any financial accommodations by the Credit Parties, or any of them, to the
Borrower, including, without limitation, the extension of the Loans, are and
will be of direct interest, benefit and advantage to the Guarantors.

                  (e) It is the intention of each Subsidiary Guarantor and the
Credit Parties that each Subsidiary Guarantor's obligations under this Article 3
shall be, but not in excess of, the Maximum Guaranteed Amount (as herein
defined). The "Maximum Guaranteed Amount" with respect to any Subsidiary
Guarantor, shall mean the maximum amount which could be paid by such Subsidiary
Guarantor without rendering the Guaranty contained in this Article 3 void or
voidable as would otherwise be held or determined by a court of competent
jurisdiction in any insolvency proceeding involving any state or any federal
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws relating to the insolvency of debtors.

                  (f) Pursuant to Section 6.14 hereof, any new Subsidiary of the
Borrower is required to enter into this Agreement for purposes of joining in
this Guarantee by executing and delivering in favor of the Credit Parties a
Guarantee Supplement. Upon the execution and delivery of a Guarantee Supplement
by such new Subsidiary, such Subsidiary shall become a Guarantor hereunder with
the same force and effect as if originally named as a Guarantor herein. The
execution and delivery of any instrument adding an additional Guarantor
hereunder shall not require the consent of any party of this Agreement. The
rights and obligations of each Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Guarantor hereunder.

                        ARTICLE 4 - Conditions Precedent

            Section 4.1 Conditions Precedent to Closing. The obligation of each
of the Lenders to undertake its respective Commitments and to make the initial
Advance of the Loans hereunder is subject to the prior fulfillment of each of
the following conditions:

                  (a) The Administrative Agent shall have received each of the
following, in form and substance reasonably satisfactory to the Arranger Banks
and their counsel and to the Majority Lenders:

                        (i) this duly executed Agreement;

                        (ii) the duly executed Security Agreement, together with
evidence of the filing of appropriate UCC-1 financing statements forms;


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<PAGE>

                        (iii) the duly executed Pledge Agreement, together with
appropriate original securities certificates and undated securities powers with
respect thereto executed in blank and evidence of the filing of appropriate
UCC-1 financing statement forms;

                        (iv) a loan certificate of the Borrower, including a
certificate of incumbency with respect to the signature of each Authorized
Signatory of the Borrower, which loan certificate shall be in substantially the
form of Exhibit N attached hereto, together with appropriate attachments which
shall include, without limitation, the following items: (A) a true, complete and
correct copy of the articles of organization of the Borrower, certified by the
Secretary of State of Delaware, (B) a true, complete and correct copy of the
limited liability company agreement, if any, of the Borrower, (C) a copy of the
resolutions of the board of directors, or other appropriate entity, of the
Borrower, authorizing the Borrower with respect to the borrowings hereunder and
the execution, delivery and performance by the Borrower of this Agreement and
the other Loan Documents to which it is a party, (D) certificates of existence
for the Borrower issued by the Secretary of State or similar state official for
the State of Delaware and for each state in which the Borrower is, or is
required to be, qualified to do business, and (E) a true, complete and correct
copy of any agreement in effect with respect to the voting rights, ownership
interests or management of the Borrower;

                        (v) a loan certificate of Holdings, including a
certificate of incumbency with respect to the signature of each Authorized
Signatory of Holdings, which loan certificate shall be in substantially the form
of Exhibit O attached hereto, together with appropriate attachments which shall
include, without limitation, the following items: (A) a true, complete and
correct copy of the articles of organization of Holdings, certified by the
Secretary of State of Delaware, (B) a true, complete and correct copy of the
limited liability company agreement, if any, of Holdings, (C) a copy of the
resolutions of the board of directors, or other appropriate entity, authorizing
Holdings with respect to the execution, delivery and performance by Holdings of
the Loan Documents to which it is a party, and (D) certificates of existence for
Holdings issued by the Secretary of State or similar state official for the
State of Delaware and for each state in which Holdings is, or is required to be,
qualified to do business;

                        (vi) a loan certificate of each Subsidiary Guarantor,
including a certificate of incumbency with respect to the signature of each
Authorized Signatory of such Guarantor, which loan certificate shall be in
substantially the form of Exhibit P attached hereto, together with appropriate
attachments which shall include, without limitation, the following items: (A) a
true, complete and correct copy of the articles of incorporation, certificate of
limited partnership or certificate of organization of such Guarantor, certified
by the Secretary of State of such Guarantor's organization, (B) a true, complete
and correct copy of by-laws, partnership agreement or limited liability company
or operating agreement of such Guarantor, (C) a copy of the resolutions of the


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<PAGE>

board of directors, or other appropriate entity, of such Guarantor, authorizing
such Guarantor with respect to the execution, delivery and performance by such
Guarantor of this Agreement and the other Loan Documents to which it is a party,
(D) certificates of existence for such Guarantor issued by the Secretary of
State or similar state official for the state of such Guarantor's organization
and for each state in which such Guarantor is, or is required to be, qualified
to do business, and (E) a true, complete and correct copy of any agreement in
effect with respect to the voting rights, ownership interests or management of
such Guarantor;

                        (vii) the duly executed Fee Letters;

                        (viii) the duly executed Subordination of Intercompany
Obligations Agreement;

                        (ix) the duly executed Trademark Security Agreement,
together with an appropriate filing coversheet and evidence of the filing of
appropriate UCC-1 financing statement forms;

                        (x) opinions of counsel to the Borrower and the
Guarantors addressed to each Credit Party and in form and substance satisfactory
to the Arranger Banks and their counsel;

                        (xi) a copy of the corporate organizational chart of the
Borrower Parties and the Unrestricted Subsidiaries;

                        (xii) a copy of the unaudited consolidated balance
sheets, income statements and cash flow statements for the Rainbow Group for the
quarter ended March 31, 2004;

                        (xiii) copies of insurance binders or certificates
covering the assets of the Rainbow Companies, and otherwise meeting the
requirements of, and to the extent required by, Section 6.5 hereof;

                        (xiv) a duly executed Request for Advance for the
initial Advance of the Loans;

                        (xv) evidence that the Borrower shall have obtained
updated debt ratings from both Moody's and S&P with respect to the Loans;

                        (xvi) evidence that the outstanding Obligations (as
defined in the RMH Loan Agreement) under the RMH Loan Agreement and the other
Loan Documents (as defined in the RMH Loan Agreement) shall have been repaid in
full and the Liens securing such Obligations have been released; and


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<PAGE>

                        (xvii) evidence that all steps necessary to effect the
following ownership structure have been completed: RME shall directly own 100%
of Holdings; Holdings shall directly own 100% of the Borrower; and the Borrower
shall own (directly or indirectly) 100% of all of the Voting Stock of the
Subsidiary Guarantors.

                  (b) All of the representations and warranties of the Borrower
Parties under this Agreement shall be true and correct in all material respects,
and the Administrative Agent shall have received a certificate of an Authorized
Signatory of the Borrower so stating.

                  (c) No Default or Event of Default shall exist, both before
and after giving effect to the application of the proceeds of initial Advance,
and the Administrative Agent shall have received a certificate of an Authorized
Signatory of the Borrower so stating.

                  (d) No litigation shall have been commenced against any of the
Borrower Parties since the filing by RME of its Form 10 with the SEC on May 11,
2004, which, if such litigation could reasonably be expected to be determined
adversely to any such Company, could reasonably be expected to have a Materially
Adverse Effect (other than any such litigation identified on Schedule 5.1(l)).

                  (e) There shall have been no material adverse change in the
business, assets or financial condition of the Rainbow Group, taken as a whole,
from that reflected in the audited consolidated balance sheets, income
statements and cash flow statements for the Rainbow Group for the year ended
December 31, 2003.

                  (f) The Arranger Banks shall have received the results of lien
searches against each of the Borrower Parties from all applicable jurisdictions
which shall be reasonably satisfactory to them and their counsel.

                  (g) The Credit Parties shall have received payment of all fees
and expenses due and payable on the Agreement Date in respect of the
transactions contemplated hereby.

            Section 4.2 Conditions Precedent to Each Advance. The obligations of
the Lenders to make each Advance (including the initial Advance hereunder and
any Advance of the Swing Loans, but excluding any Advance the proceeds of which
are to reimburse (x) the Swing Loan Lender for Swing Loans or (y) any Issuing
Bank for amounts drawn under a Letter of Credit)) of the Loans is subject to the
fulfillment of each of the following conditions immediately prior to or
contemporaneously with such Advance:

                  (a) The Administrative Agent, or in the case of a Swing Loan,
the Swing Loan Lender, shall have received a duly executed and completed Request
for Advance or Swing Loan Request, as applicable, signed by an Authorized
Signatory of the


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<PAGE>

Borrower, which Request for Advance or Swing Loan Request, as applicable, shall
(i) certify that there does not exist as of the date hereof, and after giving
effect to the requested Advance there shall not exist, any Default or Event of
Default, (ii) certify that, as of the date of the requested Advance and after
giving effect to the application of proceeds thereof, the representations and
warranties in Section 5.1 hereof shall be true and correct in all material
respects, except to the extent any representation or warranty is made solely as
of the Agreement Date, (iii) certify that, as of the date of the requested
Advance, there shall exist no litigation commenced against any of the Borrower
Parties since the Agreement Date, which, if such litigation could reasonably be
expected to be determined adversely to any such Company, could reasonably be
expected to have a Materially Adverse Effect, (iv) provide calculations
demonstrating compliance with Sections 8.8 and 8.9 hereof before and after
giving effect to the requested Advance and (v) certify that the incurrence of
the requested Advance (A) shall not violate the Indenture and (B) shall
constitute "Senior Debt" (as defined in the Senior Subordinated Notes
Indenture).

                  (b) There shall have occurred no event which has had or could
reasonably be expected to have a Materially Adverse Effect since the date of the
most recent audited financial statements provided to the Credit Parties.

                  (c) Each Request for Advance and each Swing Loan Request shall
constitute a representation and warranty by the Borrower made as of the time of
requesting such Advance that the conditions specified in this Section 4.2 have
been fulfilled as of the time of such Advance.

            Section 4.3 Conditions Precedent to Issuance of Letters of Credit.
The obligation of any Issuing Bank to issue any Letter of Credit hereunder is
subject to the fulfillment of each of the following conditions immediately prior
to or contemporaneously with the issuance of such Letter of Credit:

                  (a) The Administrative Agent shall have received a duly
executed and completed Request for Issuance of Letter of Credit signed by an
Authorized Signatory of the Borrower, which Request for Issuance of Letter of
Credit shall (i) certify that there does not exist as of the date hereof, and
after giving effect to the request there shall not exist, any Default or Event
of Default, (ii) certify that as of the date of the issuance of the requested
Letter of Credit and after giving effect thereto, the representations and
warranties in Section 5.1 hereof shall be true and correct in all material
respects, except to the extent and representation or warranty is made solely as
of the Agreement Date, (iii) certify that, as of the date of the issuance of the
requested Letter of Credit, there shall exist no litigation commenced against
any of the Borrower Parties since the Agreement Date, which, if such litigation
could reasonably be expected to be determined adversely to any such Company,
could reasonably be expected to have a Materially Adverse Effect, (iv) provide
calculations demonstrating compliance with Sections 8.8 and 8.9 hereof before
and after giving effect to the issuance of the requested Letter of Credit and
(v) certify that (A) issuance of the requested Letter of Credit shall not
violate the Indentures and (B) the L/C Obligations with respect to the requested


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<PAGE>

Letter of Credit shall constitute "Senior Debt" (as defined in the Senior
Subordinated Notes Indenture).

                  (b) There shall have occurred no event which has had or could
reasonably be expected to have a Materially Adverse Effect since the date of the
most recent audited financial statements provided to the Credit Parties.

                  (c) Each Request for Issuance of Letter of Credit shall
constitute a representation and warranty by the Borrower made as of the time of
requesting such Letter of Credit that the conditions specified in Section 4.3
have been fulfilled as of the time of issuance of such Letter of Credit.

                   ARTICLE 5 - Representations and Warranties

            Section 5.1 Representations and Warranties. Each of the Borrower
Parties, for itself and on behalf of its Subsidiaries, as applicable, hereby
agrees, represents, and warrants that:

                  (a) Organization; Power; Qualification. The Borrower is a
limited liability company duly organized and validly existing under the laws of
the State of Delaware, having Holdings as its only equity holder. Each of the
Guarantors is duly organized and validly existing under the laws of the
jurisdiction of its organization. Each of the Borrower Parties has the power and
authority to own or lease and operate its properties and to carry on its
business as now being and hereafter proposed to be conducted, and is duly
qualified and authorized to do business in each jurisdiction in which such
qualification is necessary in view of the character of its properties or the
nature of its business requires such qualification or authorization, except for
qualifications and authorizations, the lack of which, singly or in the
aggregate, has not had and is not likely to have a Materially Adverse Effect.

                  (b) Authorization; Enforceability. Each of the Borrower
Parties has all power, corporate or otherwise, and has taken all necessary
action to authorize it to execute, deliver, and perform this Agreement and each
of the other Loan Documents to which it is a party in accordance with the terms
thereof and to consummate the transactions contemplated hereby and thereby. This
Agreement and each of the other Loan Documents have been duly executed and
delivered by each of the Borrower Parties party thereto, and each of this
Agreement and each of the other Loan Documents to which any Borrower Party is a
party is a legal, valid and binding obligation of each Borrower Party party
thereto, enforceable in accordance with its terms, subject to limitations on
enforceability under bankruptcy, reorganization, insolvency and similar laws
affecting creditors' rights generally and limitations on the availability of the
remedy of specific performance imposed by the application of general equity
principles.


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<PAGE>

                  (c) Subsidiaries and Unrestricted Subsidiaries. Except as
listed on Schedule 5.1(c)-1 attached hereto (as amended by the Borrower after
the Agreement Date upon written notice to the Lenders from time to time to the
extent permitted hereunder), the Borrower does not have any Subsidiaries. With
respect to each of the Borrower Parties, Schedule 5.1(c)-1 also sets forth, as
of the Agreement Date, the following: (i) the direct owners of such Company and
the extent of such ownership; (ii) the state of such Company's incorporation or
organization; (iii) all jurisdictions in which such Company is qualified to do
business as a foreign corporation, limited liability company or partnership, as
the case may be; and (iv) the federal tax identification number, the state
organizational identification number (if issued by the state of such Company's
incorporation or organization), the address of the chief executive office and
principal place of business of such Company, and the name and registered office
of the registered agent appointed by such Company. Except as set forth on
Schedule 5.1(c)-2 attached hereto, there are no Unrestricted Subsidiaries. With
respect to each Unrestricted Subsidiary, Schedule 5.1(c)-2 also sets forth, as
of the Agreement Date, the following: (i) the direct owners of such Unrestricted
Subsidiary and the extent of such ownership; (ii) the state of such Unrestricted
Subsidiary's incorporation or organization; and (iii) all jurisdictions in which
such Unrestricted Subsidiary is qualified to do business as a foreign
corporation, limited liability company or partnership, as the case may be.

                  (d) Compliance with Laws, Other Loan Documents, and
Contemplated Transactions. The execution, delivery and performance of this
Agreement and each of the other Loan Documents in accordance with the terms and
the consummation of the transactions contemplated hereby and thereby do not and
will not (i) violate any Applicable Law, (ii) result in a breach of, or
constitute a default under the certificate or articles of incorporation, by-laws
or other governing documents, as the case may be and as amended, of any of the
Borrower Parties, or under any Material Affiliation Agreement, or under any
indenture, agreement, or other instrument to which any of the Borrower Parties
is a party or by which it or any of its properties may be bound, or (iii) result
in or require the creation or imposition of any Lien upon or with respect to any
property now owned or hereafter acquired by any Borrower Party except Permitted
Liens; except, with respect to items (i) and (ii) above, where such violations,
breaches or defaults, if any, singly or in the aggregate, has not had and is not
likely to have a Materially Adverse Effect.

                  (e) Necessary Authorizations. No approval or consent of, or
filing or registration with, any federal, state or local commission or other
regulatory authority is required in connection with (i) the execution, delivery
and performance by the Borrower of this Agreement and each of the other Loan
Documents to which it is a party, or (ii) the execution, delivery and
performance by each of the Guarantors of this Agreement and the other Loan
Documents to which such Guarantor is a party. All such described action required
to be taken as a condition to the execution and delivery of each of this
Agreement and each of the other Loan Documents to which any of the Borrower
Parties is a party has been duly taken by all such commissions and authorities
or other


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<PAGE>

Persons, as the case may be, and all such action required to be taken as a
condition to the initial Advance has been or will be duly taken prior to such
Advance.

                  (f) Title to Properties. Each of the Borrower Parties has good
and legal title to, or a valid leasehold interest in, all of its respective
material properties and assets free and clear of all Liens, except Permitted
Liens.

                  (g) Collective Bargaining. None of the Borrower Parties has
entered into any collective bargaining agreement with any trade or labor union
or other employee collective bargaining agent.

                  (h) Taxes. All federal, state, and other tax returns of each
of the Borrower Parties and each of its respective Subsidiaries required by law
to be filed have been duly filed, and all federal, state, and other taxes,
assessments, and other governmental charges or levies upon each of the Borrower
Parties and each of its respective Subsidiaries, and any of their respective
properties, income, profits, and assets, which are due and payable, have been
paid, except any such tax payment of which such Borrower Party or such
Subsidiary, as the case may be, is contesting in good faith by appropriate
proceedings, and as to which neither any Lien other than a Permitted Lien has
attached nor any foreclosure, distraint, sale, or similar proceedings have been
commenced, and except any such tax payments which the failure to pay, singly or
in the aggregate, has not had and is not likely to have a Materially Adverse
Effect. The charges, accruals, and reserves on the books of each of the Borrower
Parties and each of its respective Subsidiaries in respect of taxes are, in the
reasonable judgment of the Borrower Parties, adequate.

                  (i) Financial Statements. The Borrower has furnished, or
caused to be furnished, to the Credit Parties the financial statements required
pursuant to Section 4.1(a)(xii) hereof, all of which are complete and correct in
all material respects and present fairly in accordance with GAAP the financial
position of the Rainbow Group as at the dates thereof, and the results of
operations for the periods ended as of such dates, subject to normal year-end
adjustments with respect to any unaudited statements. Except as disclosed in
such financial statements or in Schedule 5.1(i) attached hereto, none of the
Rainbow Companies had any material liabilities, contingent or otherwise, and
there are no material unrealized or anticipated losses of any such Companies
which have not heretofore been disclosed in writing to the Credit Parties.

                  (j) No Adverse Change. Since December 31, 2003, there has
occurred no event which has had or could reasonably be expected to have a
Materially Adverse Effect.

                  (k) Investments and Guaranties. None of the Rainbow Companies
has made Investments in, advances to or guaranties of the obligations of any
Person, except as reflected in the financial statements referred to in Section
5.1(i) above or disclosed in Schedule 5.1(k) attached hereto.


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<PAGE>

                  (l) Liabilities, Litigation, etc. Except (i) for liabilities
incurred in the normal course of business, (ii) as disclosed or referred to in
the financial statements described in Section 5.1(i) above, or (iii) as
disclosed on Schedule 5.1(l) attached hereto, none of the Borrower Parties has
any material (individually or in the aggregate) direct or contingent
liabilities. Except as disclosed on Schedule 5.1(l) attached hereto, there is no
litigation, legal or administrative proceeding, investigation, or other action
of any nature pending or, to the knowledge of the Borrower Parties, threatened
against or affecting the any of the Borrower Parties or any of their respective
properties which involves the possibility of any judgment or liability not fully
covered by insurance that, singly or in the aggregate, could reasonably be
expected to have a Materially Adverse Effect.

                  (m) ERISA. Each Plan maintained, or contributed to, by the
Borrower or any of its Subsidiaries, or any of their ERISA Affiliates is listed
on Schedule 5.1(m) attached hereto. Each of such Plans is in compliance in all
material respects with their terms, ERISA and the Code. None of such Plans has a
material "accumulated funding deficiency" within the meaning of ERISA or the
Code. Neither the Borrower nor any of its Subsidiaries nor any of their
respective ERISA Affiliates has incurred any material liability to the PBGC in
connection with any such Plan. The assets of each such Plan which is subject to
Title IV of ERISA are sufficient to provide the benefits under such Plan if such
Plan were determined on an ongoing basis. No Reportable Event, for which the
thirty (30) day notice provision has not been waived in accordance with ERISA
Section 4043(a), has occurred with respect to any such Plan. No party in
interest, fiduciary, trustee or administrator of any such Plan or trust created
thereunder has engaged in a "prohibited transaction" (as such term is defined in
Section 406 of ERISA or Section 4975 of the Code which is not statutorily or
administratively exempt under Sections 407 or 408 of ERISA or Section 4975 of
the Code, each of which exemptions are disclosed on Schedule 5.1(m)) which would
subject the Borrower, any of its Subsidiaries or any of their respective ERISA
Affiliates to a material tax on "prohibited transactions" imposed by Section
4975 of the Code; provided that this representation and warranty is based upon
the Borrower's understanding provided by Lenders that the source of the Loans
will not at any time constitute assets of any such Plan. No party in interest,
fiduciary, trustee or administrator of any such Plan or trust created thereunder
has committed a material breach of its fiduciary duty or knowingly participated
in any violation of ERISA which would subject the Borrower, any of its
Subsidiaries or any of their respective ERISA Affiliates to a material penalty
under Section 502 of ERISA. Except as set forth on Schedule 5.1(m), none of the
Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates is
a participant in or obliged to make any payment to a Multiemployer Plan. Except
as required by Sections 601 through 609 of ERISA or as disclosed on Schedule
5.1(m), Section 4980(B) of the Code and applicable state law, neither the
Borrower nor any of its Subsidiaries has made any oral or written commitments to
provide post-employment health or life insurance coverage with respect to any
former or current employee. The Borrower, its Subsidiaries and their respective
ERISA Affiliates have properly classified individuals providing services to the
Borrower or any of its Subsidiaries or any of their respective ERISA Affiliates
as employees and


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<PAGE>

non-employees, except to the extent that a misclassification would not result in
a Materially Adverse Effect.

                  (n) Patents, Trademarks, etc. Schedule 5.1(n) attached hereto
sets forth all registered trademarks and pending applications for trademarks of
each of the Rainbow Companies. Except as disclosed on Schedule 5.1(n) attached
hereto (as amended by the Borrower upon written notice to the Lenders from time
to time, together with, if necessary, an amendment to the Trademark Security
Agreement reflecting the addition of any new trademarks or trademark
applications), each of the Rainbow Companies owns, possesses or has the right to
use all licenses and rights to all patents, trademarks, trademark rights, trade
names, trade name rights, service marks, and copyrights, and rights with respect
thereto, necessary to conduct its business in all material respects as now
conducted, without known conflict with any patent, trademark, trade name,
service mark, license or copyright of any other Person, and in each case, with
respect to patents, trademarks, trademark rights, trade names, trade name and
copyrights and licenses with respect thereto owned by the Rainbow Companies,
subject to no mortgage, pledge, lien, lease, encumbrance, charge, security
interest, title retention agreement or option other than as otherwise permitted
hereunder. Except to the extent that there is not likely to be a Materially
Adverse Effect resulting from such ineffectiveness or non-compliance, all such
licenses and rights with respect to patents, trademarks, trademark rights, trade
names, trade name rights, service marks and copyrights are in full force and
effect, and to the extent applicable, each of the Rainbow Companies is in full
compliance in all material respects with all of the provisions thereof. Except
as set forth on Schedule 5.1(n) attached hereto (as amended by the Borrower upon
written notice to the Lenders from time to time), no such patent, trademark,
trademark rights, trade names, trade name rights, service marks, copyrights or
licenses is subject to any pending or, to the best of the Borrower's knowledge,
threatened attack or revocation. Except as set forth on Schedule 5.1(n) attached
hereto, (i) none of the Rainbow Companies owns any patents or material
registered copyrights and (ii) the business of the Rainbow Companies is not
subject to any license issued by the FCC.

                  (o) Compliance with Law; Absence of Default. Each of the
Borrower Parties is in compliance with all Applicable Laws the non-compliance
with which is likely to have a Materially Adverse Effect and with all of the
provisions of its articles or certificate of incorporation and by-laws, or other
governing documents, as applicable, which would adversely affect any Borrower
Party's ability to perform the Obligations, and no event has occurred or has
failed to occur which has not been remedied or waived, the occurrence or
non-occurrence of which constitutes (i) a Default or (ii) a default by any of
the Borrower Parties under any other indenture, agreement, or other instrument,
or under any Material Affiliation Agreement or Material Film Rights Agreement,
or any judgment, decree, or order to which any of the Borrower Parties is a
party or by which any of the Borrower Parties, or any of their respective
properties, may be bound, which default, judgment, decree or order could
reasonably be considered to have a Materially Adverse Effect.


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<PAGE>

                  (p) Casualties; Taking of Properties, etc. Since the date of
the most recent audited financial statements provided to the Credit Parties by
the Borrower, neither the business nor the properties of any of the Rainbow
Companies has been materially and adversely affected as a result of any fire,
explosion, earthquake, flood, drought, windstorm, accident, strike or other
labor disturbance, embargo, requisition or taking of property or cancellation of
contracts, permits or concessions by any domestic or foreign government or any
agency thereof, riot, activities of armed forces, or acts of God or of any
public enemy.

                  (q) Accuracy and Completeness of Information. None of the
financial statements or any written statements delivered to any of the Credit
Parties pursuant to this Agreement contains, as at the date of delivery thereof,
any untrue statement of material fact nor do such financial statements, and such
written statements, taken as a whole, omit to state a material fact or any fact
necessary to make the statements contained therein not misleading. As of the
Agreement Date and as supplemented by the Borrower from time to time pursuant to
Section 7.4(f), Schedule 5.1(q) attached hereto sets forth certain summary
information with respect to each Material Affiliation Agreement and each
Material Film Rights Agreement to which any of the Borrower Parties is a party.

                  (r) Compliance with Regulations U and X. None of the Borrower
Parties is engaged principally or as one of its important activities in the
business of extending credit for the purpose of purchasing or carrying, and the
Borrower does not own or presently intend to acquire, any "margin security" or
"margin stock" as defined in Regulations U and X (12 C.F.R. Parts 221 and 224)
of the Board of Governors of the Federal Reserve System (herein called "margin
stock"). None of the proceeds of the Loans will be used, directly or indirectly,
for the purpose of purchasing or carrying any margin stock or for the purpose of
reducing or retiring any Indebtedness which was originally incurred to purchase
or carry margin stock or for any other purpose which would constitute this
transaction a "purpose credit" within the meaning of said Regulations U and X.
Neither the Borrower nor any bank acting on its behalf has taken or will take
any action which would cause this Agreement or the Notes to violate Regulation U
or X or any other regulation of the Board of Governors of the Federal Reserve
System or to violate the Securities Exchange Act of 1934. If so requested by the
Administrative Agent, the Borrower will furnish the Administrative Agent with
(i) a statement or statements in conformity with the requirements of Federal
Reserve Form U-1 referred to in Regulation U of said Board of Governors and (ii)
other documents evidencing its compliance with the margin regulations,
including, without limitation, an opinion of counsel in form and substance
reasonably satisfactory to the Lenders.

                  (s) Solvency. Each of the Borrower, Holdings, AMC, IFC, WE and
any Material Subsidiary formed or acquired after the Agreement Date is Solvent,
and, after giving effect to the transactions contemplated hereby and by the Loan


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<PAGE>

Documents, each of the Borrower, Holdings, AMC, IFC, WE and any Material
Subsidiary formed or acquired after the Agreement Date will be Solvent.

                  (t) Broker's or Finder's Commissions. No broker's or finder's
fee or commission will be payable with respect to the consummation of the
transactions contemplated by this Agreement and the other Loan Documents, and no
other similar fees or commissions will be payable by the Borrower for any other
services rendered to the Borrower ancillary to the transactions contemplated
herein.

                  (u) Business. The Borrower is a holding company whose assets
consist of the equity interests of the Subsidiary Guarantors and the
Unrestricted Subsidiaries. Holdings is a holding company whose assets consist of
the equity interests of the Rainbow Group. The business of each of the
Subsidiary Guarantors includes either acting as a holding company whose assets
consist of the equity interests of its Subsidiaries or producing and acquiring
various types of programming and distributing such programming to cable and
other non-broadcast delivery systems and activities directly related thereto.

                  (v) Name of Borrower Parties. Except as set forth on Schedule
5.1(v) attached hereto, none of the Borrower Parties has (i) changed its name
within the five (5) year period immediately preceding the Agreement Date or (ii)
transacted business under any other name or trade name or acquired any assets
except for valid consideration.

                  (w) Investment Company Act. None of the Borrower Parties is
required to register under the provisions of the Investment Company Act of 1940,
as amended, and neither the entering into or performance by the Borrower of this
Agreement nor the making of the Loans violates any provision of such Act or
requires any consent, approval, or authorization of, or registration with, any
governmental or public body or authority pursuant to any of the provisions of
such Act.

            Section 5.2 Survival of Representations and Warranties, etc. All
representations and warranties made under this Agreement shall be deemed to be
made, and shall be true and correct in all material respects, at and as of the
Agreement Date and on the date of each Advance, except to the extent any
representation or warranty is made solely as of the Agreement Date in accordance
with the terms hereof. All representations and warranties made under this
Agreement shall survive, and not be waived by, the execution hereof by the
Credit Parties, any investigation or inquiry by any of the Credit Parties or the
making of any Advance under this Agreement.


                                       71
<PAGE>

                         ARTICLE 6 - General Covenants

            So long as any of the Obligations is outstanding and unpaid (other
than Obligations under Credit Party Interest Hedge Agreements) or the Borrower
shall have the right to borrow hereunder (whether or not the conditions to
borrowing have been or can be fulfilled), and unless the Majority Lenders shall
otherwise consent in writing:

            Section 6.1 Preservation of Existence and Similar Matters. Holdings
and the Borrower will, and will cause each of the other Borrower Parties to, (a)
preserve and maintain their respective existence, rights, licenses and
privileges in their respective jurisdictions of organization and (b) qualify and
remain qualified and authorized to do business in each jurisdiction in which
such qualification is necessary in view of the character of their respective
properties or in which the nature of their respective businesses requires such
qualification or authorization, except for qualifications and authorizations,
the lack of which, singly or in the aggregate, has not had and is not likely to
have a Materially Adverse Effect; provided, however, any of the Borrower Parties
may liquidate or dissolve, or cause the liquidation or dissolution of, any
Subsidiary of the Borrower that holds no assets and conducts no business
activities.

            Section 6.2 Compliance with Applicable Law. Holdings and the
Borrower will, and will cause each of the other Borrower Parties to, comply with
the requirements of all Applicable Law, except where failure to comply has not
had and is not likely to have a Materially Adverse Effect.

            Section 6.3 Maintenance of Properties. The Borrower will maintain,
and will cause each of the Subsidiary Guarantors to maintain, or cause to be
maintained in the ordinary course of business in good repair, working order, and
condition all properties necessary in their respective businesses (whether owned
or held under lease).

            Section 6.4 Accounting Methods and Financial Records. The Borrower
(or RME on the Borrower's behalf) will maintain, and will cause each of the
Subsidiary Guarantors to maintain, or will maintain on their behalf, a system of
accounting established and administered in accordance with GAAP, and will (or
RME on behalf of the Borrower and the Subsidiary Guarantors will), keep and
cause each of the Subsidiary Guarantors to keep adequate records and books of
account in which complete entries will be made in accordance with such
accounting principles consistently applied and reflecting all transactions
required to be reflected by such accounting principles.

            Section 6.5 Insurance. The Borrower (or RME on the Borrower's
behalf) will, and will cause each of the Subsidiary Guarantors to:

                  (a) maintain or cause to be maintained (i) insurance on the
assets and properties and on its operations including, but not limited to,
public liability, business interruption and fidelity coverage insurance, from
responsible insurance companies in such amounts and against such risks as shall
be reasonably acceptable to the


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<PAGE>

Majority Lenders and (ii) maintain insurance coverage comparable to that in
place on the Agreement Date, taking into account the growth of their respective
businesses and operations after the Agreement Date; and

                  (b) maintain insurance coverage with respect to the
Collateral, comparable to that in place on the Agreement Date (taking into
account any increase in value with respect to the Collateral) insuring against
loss or damage by fire, theft, burglary, pilferage, loss in transit, explosions
and hazards insured against by extended coverage, all premiums thereon to be
paid by the Rainbow Companies or RME, on behalf of the Rainbow Companies; and

                  (c) require that each insurance policy on its assets and
properties name the Administrative Agent, as administrative agent for the Credit
Parties, as additional insured and loss payee to the extent of the Obligations,
and provide for at least thirty (30) days' prior written notice to the
Administrative Agent of any default under, termination of or proposed
cancellation or nonrenewal of, such policy.

            Section 6.6 Payment of Taxes and Claims. The Borrower will pay and
discharge, and will cause each of its Subsidiaries to pay and discharge, all
taxes, assessments, and governmental charges or levies imposed upon them or upon
their respective incomes or profits or upon any properties belonging to them
prior to the date on which penalties attach thereto, and all lawful claims for
labor, materials, and supplies which, if unpaid, would become a Lien other than
a Permitted Lien upon any of their respective properties; except that no such
tax, assessment, charge, levy, or claim need be paid which is being contested in
good faith by appropriate proceedings and for which adequate reserves shall have
been set aside on the appropriate books, but only so long as such tax,
assessment, charge, levy, or claim does not become a Lien or charge other than a
Permitted Lien and no foreclosure, distraint, sale, or similar proceedings shall
have been commenced and remain unstayed for a period of thirty (30) days after
such commencement.

            Section 6.7 Visits and Inspections. The Borrower will permit, and
will cause each of the Subsidiary Guarantors to permit, representatives of (a)
prior to a Default, the Arranger Banks upon three (3) Business Days' written
notice to the Borrower, and (b) subsequent to a Default, each Credit Party, upon
notice prior to 10:00 a.m. (New York time) on such date, to (a) visit and
inspect the properties of each of the Rainbow Companies during normal business
hours, (b) inspect and make extracts from and copies of their respective books
and records, and (c) discuss with their respective principal officers its
businesses, assets, liabilities, financial positions, results of operations, and
business prospects relating to each of the Rainbow Companies.

            Section 6.8 Payment of Indebtedness. Holdings and the Borrower will
pay, and will cause each of the other Borrower Parties to pay, subject to any
provisions therein regarding subordination, any and all of their respective
Indebtedness For Money


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<PAGE>

Borrowed when and as the same becomes due, other than amounts duly disputed in
good faith, the non-payment of which is not likely to have a Materially Adverse
Effect.

            Section 6.9 Use of Proceeds. The Borrower will use the proceeds of
the Loans solely as provided in Section 2.1(e).

            Section 6.10 ERISA. The Borrower shall, and shall cause each of its
Subsidiaries to, at all times make, or cause to be made, prompt payment of all
material contributions required under the terms of their Plans and to meet the
minimum funding standards set forth in ERISA with respect to such Plans. The
Borrower shall maintain, and shall cause each of its Subsidiaries to maintain,
each of their respective Plans in material compliance with the terms of such
Plans and the applicable provisions of ERISA and the Code.

            Section 6.11 Further Assurances. Each Borrower Party will promptly
cure, or cause to be cured, defects in the creation and issuance of any Notes
and the execution and delivery of the Loan Documents (including, without
limitation, this Agreement) and any of the Credit Party Interest Hedge
Agreements, resulting from any act or failure to act by any of the Borrower
Parties or any employee or officer thereof. Each Borrower Party at its expense
will promptly execute and deliver to the Credit Parties, or cause to be executed
and delivered to the Credit Parties, all such other and further documents,
agreements, and instruments in compliance with or for the accomplishment of the
covenants and agreements of the Borrower Parties in the Loan Documents
(including, without limitation, this Agreement) and any of the Credit Party
Interest Hedge Agreements, or to correct any omissions in the Loan Documents or
any of the Credit Party Interest Hedge Agreements, or more fully to state the
obligations set out herein or in any of the Loan Documents or in any of the
Credit Party Interest Hedge Agreements, or to obtain any consents, all as may be
necessary or appropriate in connection therewith and as may be reasonably
requested.

            Section 6.12 Broker's Claims. The Borrower hereby indemnifies and
agrees to hold each of the Credit Parties harmless from and against any and all
losses, liabilities, damages, costs and expenses which may be suffered or
incurred by the Credit Parties, or any of them, in respect of any claim, suit,
action or cause of action now or hereafter asserted by a broker or any Person
acting in a similar capacity arising from or in connection with the execution
and delivery of this Agreement or any other Loan Document or any Credit Party
Interest Hedge Agreement or the consummation of the transactions contemplated
herein or therein.

            Section 6.13 Indemnity. Each of the Borrower Parties, jointly and
severally, will indemnify each of the Credit Parties, such Credit Party's Lender
Affiliates, and the respective employees, agents, advisors, trustees, officers
and directors of such Credit Party and such Credit Party's Lender Affiliates
(each such Person being called an "Indemnitee") against, and to hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and
related expenses, including the fees, charges and


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<PAGE>

disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use
of the proceeds therefrom (including any refusal by an Issuing Bank to honor a
demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter
of Credit), or (iv) any actual or prospective claim, litigation, investigation
or proceeding relating to any of the foregoing, whether based on contract, tort
or any other theory and regardless of whether any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
are determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of
such Indemnitee.

            Section 6.14 Covenants Regarding Formation of Subsidiaries,
Investments and Acquisitions. In connection with the consummation of any
Acquisition or any Investment made by any of the Rainbow Companies, or the
formation of any new Subsidiary (which, consistent with the limitations set
forth in the definition of "Subsidiary," shall not include an Unrestricted
Subsidiary for purposes of this Section) of any of the Rainbow Companies, as
soon as available and in any event on or before the effective date thereof, the
Borrower will, and will cause each of the Subsidiary Guarantors to, provide to
the Administrative Agent the following (all of which shall be in such form and
substance as shall be acceptable to the Arranger Banks):

                  (a) a duly executed joinder and supplement to this Agreement,
substantially in the form of Exhibit Q attached hereto (each a "Guarantee
Supplement"), pursuant to which each new Subsidiary shall agree to join as a
Guarantor of the Obligations under Article 3 hereof;

                  (b) a duly executed supplement to the Security Agreement for
each new Guarantor, together with appropriate UCC-1 financing statement forms;

                  (c) a loan certificate for each new Guarantor, substantially
in the form of Exhibit P attached hereto, together with appropriate attachments
thereto;

                  (d) in the case of any new Guarantor holding any issued and
outstanding shares of capital stock (or other instruments or securities
evidencing ownership) of any other Rainbow Company, a duly executed supplement
to the Pledge Agreement, pursuant to which such new Guarantor shall pledge to
the Administrative Agent all of such capital stock (or other instruments or
securities evidencing ownership) held by it, whether now owned or hereafter
acquired;


                                       75
<PAGE>

                  (e) a duly executed amendment or supplement, as applicable, to
the Pledge Agreement, pursuant to which (i) all of the issued and outstanding
capital stock (or other instruments or securities evidencing ownership) of each
new Guarantor shall be pledged to the Administrative Agent as additional
Collateral for the Obligations, and (ii) all shares of capital stock (or other
instruments or securities evidencing ownership) with respect to any Investment
(including, without limitation, any Investment made pursuant to Section 8.2(d)
hereof but excluding any equity interests in any of the Unrestricted
Subsidiaries) beneficially owned or held by any of the Rainbow Companies shall
be pledged to the Administrative Agent as additional Collateral for the
Obligations, but only to the extent (except with respect to any Investment made
pursuant to Section 8.2(d) hereof) that the pledge of any such shares or other
interests in or with respect to any Company that is not wholly-owned directly or
indirectly by the Borrower will not (A) violate the Constituent Documents
applicable to such Company (and, if the pledge of any such shares or other
interests will violate any of such Constituent Documents, such shares or other
interests shall be held by the Rainbow Companies subject to the terms and
conditions of this Agreement and the other Loan Documents) and (B) require the
consent of any unaffiliated third party (which consent the Borrower is unable to
obtain after taking reasonable steps to do so), and in the case of the foregoing
clauses (i) and (ii), together with all original securities certificates, duly
executed securities powers and appropriate UCC-1 financing statement forms; and

                  (f) all other documentation, including, without limitation,
(i) an amendment or supplement, as applicable, to the Trademark Security
Agreement covering any additional registered trademarks or trademark
applications owned by any of the Rainbow Companies, and (ii) to the extent
reasonably requested by the Administrative Agent one or more opinions of counsel
satisfactory to the Administrative Agent which in the reasonable opinion of the
Administrative Agent is appropriate with respect to the Acquisition or formation
of any new Guarantor or the addition of any new Collateral as security for the
Obligations.

            Any document, agreement or instrument executed or issued pursuant to
this Section 6.14 shall be and constitute a "Loan Document" for purposes of this
Agreement.

            Section 6.15 Interest Rate Hedging.

                  (a) So long as the Total Leverage Ratio is greater than 4.00
to 1.00 and the Fixed Rate Debt Percentage (as defined below) is less than forty
percent (40%), the Borrower shall maintain one or more Interest Hedge Agreements
which fix or place a limit on the Borrower's interest obligations at interest
rates reasonably acceptable to the Arranger Banks such that, at all times, the
Fixed Rate Debt Percentage shall equal at least forty percent (40%). The
Borrower shall enter into such Interest Hedge Agreements as required by this
Section 6.15 within ninety (90) days after the delivery of the initial
performance certificate pursuant to Section 7.3 hereof indicating the Total


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<PAGE>

Leverage Ratio exceeds 4.00 to 1.00. For purposes of this Section 6.15, "Fixed
Rate Debt Percentage" shall mean the quotient of Indebtedness For Money Borrowed
bearing a fixed rate of interest (as may be adjusted by Interest Hedge
Agreements) divided by all Indebtedness For Money Borrowed.

                  (b) All obligations of the Borrower to the Credit Parties, or
any of them, or any of their respective Lender Affiliates, pursuant to any
Interest Hedge Agreement involving notional amounts which in the aggregate do
not exceed the Commitments shall rank pari passu with all other Obligations and
shall be entitled to all benefits of the Guaranties provided in Article 3 and be
secured by the Security Documents.

                       ARTICLE 7 - Information Covenants

            So long as any of the Obligations is outstanding and unpaid (other
than Obligations under Credit Party Interest Hedge Agreements) or the Borrower
has a right to borrow hereunder (whether or not the conditions to borrowing have
been or can be fulfilled) and unless the Majority Lenders shall otherwise
consent in writing, Holdings or the Borrower will furnish or cause to be
furnished to each of the Credit Parties at their respective offices:

            Section 7.1 Quarterly Financial Statements and Information. On or
before each applicable Financial Statements Delivery Date, with respect to each
fiscal quarter of the Borrower, a copy of the unaudited consolidated balance
sheets, of the Rainbow Group as at the end of the quarter then ended, and the
related unaudited consolidated statements of operations, equity and cash flows
for the Rainbow Group for such quarter and for the elapsed portion of the year
ended with the last day of such quarter, and setting forth, in the case of the
statements of operations, the financial performance of AMC, WE and IFC (by
programming segment) by footnote, for such quarter and for the elapsed portion
of the year ended with the last day of such quarter.

            All of the foregoing financial statements shall set forth in
comparative form such figures for the same period for the prior fiscal year and
shall be certified by an Authorized Signatory of the Borrower to, in his or her
opinion, present fairly, in accordance with GAAP, the consolidated financial
position of the Rainbow Group, in each case as at the end of such period, and
the results of operations for such period, and for the elapsed portion of the
year ended with the last day of such period, subject only to normal year-end
adjustments.

            Section 7.2 Annual Financial Statements and Information; Certificate
of No Default. On or before each applicable Financial Statements Delivery Date,
with respect to each fiscal year of the Borrower a copy of the audited
consolidated balance sheets, and the related audited consolidated statements of
operations, equity and cash flows of the Rainbow Group, setting forth the
financial information of the Rainbow Group as at the end of the fiscal year then
ended, and setting forth, in the case of the


                                       77
<PAGE>

statements of operations, the financial performance of AMC, WE and IFC and (by
programming segment) by footnote, as at the end of the fiscal year then ended.

            All of the foregoing financial statements shall set forth in
comparative form such figures for the same period for the prior fiscal year and,
with respect to the audited financial statements, shall be accompanied by an
opinion of KPMG LLP or a firm of independent certified public accountants of
recognized standing selected by the Borrower and satisfactory to the Majority
Lenders, together with a statement of such accountants certifying that no
Default or Event of Default under the Financial Covenants was detected during
the examination of the Rainbow Group and that such accountants have authorized
the Borrower to deliver such financial statements and opinion thereon to the
Credit Parties pursuant to this Agreement.

            Section 7.3 Performance Certificates. Together with the delivery of
the financial statements pursuant to Section 7.1 hereof, a certificate of an
Authorized Signatory of the Borrower, in substantially the form of Exhibit R
attached hereto:

                  (a) setting forth as at the end of such quarter or year, as
the case may be, the arithmetical calculations required to establish (i) the
Applicable Margin and (ii) whether or not the Borrower was in compliance with
the requirements of the Financial Covenants;

                  (b) stating that, to the best of his or her knowledge, no
Default or Event of Default has occurred as at the end of such quarter or year,
as the case may be, or, if a Default or an Event of Default has occurred,
disclosing each such Default or Event of Default and its nature, when it
occurred, whether it is continuing, and the steps being taken by the Borrower
with respect to such Default or Event of Default;

                  (c) setting forth a list updating the information set forth on
Schedule 5.1(c)-1 with respect to the Borrower Parties and on Schedule 5.1(c)-2
with respect to the Unrestricted Subsidiaries, in each case to the extent that
the Borrower shall have formed or acquired any new Subsidiaries or designated
any additional Unrestricted Subsidiaries during such quarter;

                  (d) setting forth a list and description of all Investments,
Restricted Payments and Restricted Purchases made by the Rainbow Companies
during such quarter; and

                  (e) setting forth a list and description of, together with
applicable financial statements, if available, for any Acquisition, formation or
designation of any new Subsidiary of any Rainbow Company during the period for
which such performance certificate is being given.


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<PAGE>

            Section 7.4 Copies of Other Reports.

                  (a) Promptly upon receipt thereof, copies of all reports, if
any, submitted to the Borrower by its independent public accountants regarding
any of the Rainbow Companies, including, without limitation, any management
report prepared in connection with the annual audit referred to in Section 7.2
hereof.

                  (b) Within sixty (60) days after the end of each fiscal year
of the Borrower, the annual budget for the Rainbow Group and a statement of
anticipated sources and uses of funds for the Rainbow Group, in each case for
the current fiscal year.

                  (c) Promptly after the sending thereof, copies of all material
statements, reports and other financial information relating to the Borrower
Parties that is sent to any of the shareholders of the Borrower or RME.

                  (d) Promptly after the preparation of the same, copies of all
material reports or financial information filed with any governmental agency,
department, bureau, division or other governmental authority or regulatory body,
or evidencing facts or containing information which could have a Materially
Adverse Effect.

                  (e) From time to time and promptly upon each request, such
data, certificates, reports, statements, documents, or further information
regarding the business, assets, liabilities, financial position, projections or
results of operations of any of the Borrower Parties as the Arranger Banks or
the Majority Lenders may reasonably request.

                  (f) At the time audited financial statements are required to
be provided under Section 7.2 hereof, summary information of the type set forth
in Schedule 5.1(q) with respect to each Material Affiliation Agreement and each
Material Film Rights Agreement then in effect to which any of Borrower Parties
is a party (noting any Material Affiliation Agreements or Material Film Rights
Agreements that have been either added or deleted with respect to the prior
year).

            Section 7.5 Notice of Litigation and Other Matters.

                  (a) Prompt notice of the following events as to which Holdings
or the Borrower has received notice or otherwise become aware thereof:

                        (i) The commencement of all material proceedings and
investigations by or before any governmental body and all actions and
proceedings in any court or before any arbitrator (i) against or, (ii) to the
extent known to Holdings or the Borrower, in any other way relating adversely
and directly to any of the Borrower Parties, or any of their respective
properties, assets or businesses, or which calls into question the validity of
this Agreement, any other Loan Document or any Credit Party Interest Hedge


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<PAGE>

Agreement, except where the adverse outcome of such proceeding or investigation
is not likely to have a Materially Adverse Effect;

                        (ii) The commencement of any proceeding by or before any
governmental body and all actions and proceedings in any court or before any
arbitrator with respect to the ownership or use of "American Movie Classics";

                        (iii) Any notice of termination, partial termination or
expiration of any Affiliation Agreement which results in a reduction of fifteen
percent (15%) or more of the number of Viewing Subscribers of the Borrower
Parties in the aggregate during any calendar quarter when added to all other
terminations or expirations during such quarter;

                        (iv) Any material adverse change with respect to the
business, assets, liabilities, financial position, or results of operations of
any of the Borrower Parties, other than changes in the ordinary course of
business which have not had and are not likely to have a Materially Adverse
Effect;

                        (v) Any Default or Event of Default, or any default by
any of the Borrower Parties under any agreement (other than this Agreement) to
which any of the Borrower Parties is party or by which any of their respective
properties is bound, or the occurrence of any other event which could have a
Materially Adverse Effect, giving in each case the details thereof and
specifying the action proposed to be taken with respect thereto; and

                        (vi) The occurrence of any Reportable Event or
"prohibited transaction" (as such term is defined in Section 406 of ERISA or
Section 4975 of the Code) which is not statutorily or administratively exempt
under Sections 407 or 408 of ERISA or Section 4975 of the Code with respect to
any Plan of the Borrower or any of its Subsidiaries or any of their respective
ERISA Affiliates or the institution or threatened institution by the PBGC of
proceedings under Section 4042 of ERISA to terminate or to partially terminate
any such Plan or the commencement or, to the Borrower's knowledge, threatened
commencement of any litigation regarding any such Plan or naming it or the
trustee of any such Plan with respect to such Plan.

                  (b) Notice of the date of the proposed consummation of the RME
Spin-Off at least ten (10) Business Days in advance thereof. The RME Spin-Off
shall be consummated substantially in accordance with the schedule of steps set
forth on Schedule 7.5(b) attached hereto or as otherwise consented to in writing
by the Arranger Banks, and the Administrative Agent shall have received a
certificate of an Authorized Signatory of RME and the Borrower certifying as to
the foregoing and to the consummation of the RME Spin-Off. On or before the
consummation of the RME Spin-Off, the Borrower shall provide to the
Administrative Agent (a) notice of any new Plans of the Borrower or any of its
Subsidiaries as of the date of the RME Spin-Off, (b) a new Schedule 5.1(m),
updated as of the date of the RME Spin-Off, and (c) copies of insurance


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<PAGE>

binders or certificates covering the assets of the Rainbow Companies, and
otherwise meeting the requirements of, and to the extent required by, Section
6.5 hereof, as of the date of the RME Spin-Off.

                         ARTICLE 8 - Negative Covenants

            So long as any of the Obligations is outstanding and unpaid (other
than Obligations under Credit Party Interest Hedge Agreements) or the Borrower
has a right to borrow hereunder (whether or not the conditions to borrowing have
been or can be fulfilled) and unless the Majority Lenders shall otherwise give
their prior consent in writing:

            Section 8.1 Indebtedness. The Borrower Parties shall not, and shall
not permit any of the other Borrower Parties to, create, assume, incur or
otherwise become or remain obligated in respect of, or permit to be outstanding
any Indebtedness except:

                  (a) Indebtedness under this Agreement and the other Loan
Documents (including, without limitation, any Incremental Facility
Indebtedness);

                  (b) accounts payable, accrued expenses, customer advance
payments and other current liabilities (other than Indebtedness For Money
Borrowed) incurred in the ordinary course of business;

                  (c) Capitalized Lease Obligations of the Rainbow Companies in
an aggregate amount over the remainder of the term of such obligations not to
exceed $60,000,000 at any one time outstanding;

                  (d) Indebtedness of the Rainbow Companies with respect to
Interest Hedge Agreements having aggregate notional amounts not to exceed the
Commitments, provided that the term of any such Interest Hedge Agreement does
not extend beyond the Final Maturity Date;

                  (e) intercompany Indebtedness among any of the Borrower
Parties;

                  (f) Indebtedness of the Rainbow Companies that is, in each
case, on terms and conditions which shall (i) have a maturity date no earlier
than six (6) months after the Final Maturity Date, (ii) not have any required
cash redemptions prior to six (6) months after the Final Maturity Date, (iii) be
unsecured, (iv) be contractually subordinated to the Obligations on terms
reasonably satisfactory to the Arranger Banks, (v) not be supported by any
guaranty of the Borrower or any Subsidiary of the Borrower (unless such guaranty
shall be contractually subordinated to the Obligations on terms reasonably
satisfactory to the Arranger Banks), (vi) be issued subject to demonstration to
the reasonable satisfaction of the Arranger Banks of pro forma compliance with
the Financial Covenants through the Final Maturity Date, (vii) be issued on
market terms and conditions which shall be no more restrictive on the Borrower
Parties than the terms and


                                       81
<PAGE>

conditions of this Agreement and the other Loan Documents, and (viii) be
otherwise reasonably satisfactory to the Arranger Banks;

                  (g) any Indebtedness issued in connection with an Authorized
Debt Issuance; and

                  (h) Indebtedness of Holdings that is, in each case, on terms
and conditions which shall (i) have a maturity date no earlier than six (6)
months after the Final Maturity Date, (ii) not have any required cash
redemptions prior to six (6) months after the Final Maturity Date, (iii) be
unsecured, (iv) not be supported by any guaranty of the Borrower or any
Subsidiary of the Borrower, (v) be issued on market terms and conditions which
shall be no more restrictive on the Borrower Parties than the terms and
conditions of this Agreement and the other Loan Documents, and (viii) be
otherwise reasonably satisfactory to the Arranger Banks.

            Section 8.2 Investments. The Borrower shall not and, shall not
permit any of the Subsidiary Guarantors to, make any Investment, except that:

                  (a) any of the Rainbow Companies may purchase or otherwise
acquire and own Cash Equivalents;

                  (b) any of the Rainbow Companies may make payments in respect
of Film Rights Agreements and Affiliation Agreements;

                  (c) any of the Rainbow Companies may make Investments in any
Subsidiary of such Rainbow Company, so long as such Subsidiary is a Subsidiary
Guarantor; and

                  (d) so long as no Default or Event of Default then exists or
would be caused thereby and in each case subject to compliance with Section 6.14
hereof, the Rainbow Companies may do the following:

                        (i) make cash Investments in an aggregate amount not to
exceed during any year, together with the amount of any Restricted Payments made
during such year under Section 8.7(c)(i)(A) hereof, the Rainbow DBS Holdings
Basket Amount applicable to such period;

                        (ii) make cash Investments in an aggregate amount not to
exceed during any year, together with the amount of any Acquisitions made during
such year under Section 8.5(d)(v)(A) hereof and the amount of any Restricted
Payments made during such year under Section 8.7(c)(i)(B) hereof, the
Discretionary Distributions Basket Amount applicable to such period; and


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<PAGE>

                        (iii) make cash Investments funded by Net Cash Proceeds
received in connection with the issuance of any New Affiliated Equity to the
extent such Net Cash Proceeds are not used by the Rainbow Companies for any
other purpose.

            Section 8.3 Limitation on Liens. The Borrower shall not, and shall
not permit any of the Subsidiary Guarantors to, create, assume, incur or permit
to exist or to be created, assumed, incurred or permitted to exist, directly or
indirectly, any Lien on any of its properties or assets, whether now owned or
hereafter acquired, except for Permitted Liens. Except for the agreement set
forth in the foregoing sentence, (a) none of the Rainbow Companies shall agree
with any other Person not to grant a Lien on any material portion of their
respective assets to secure Indebtedness and (b) Holdings shall not agree with
any other Person not to grant a Lien on the capital stock or other equity
interests of the Borrower to secure Indebtedness.

            Section 8.4 Amendment and Waiver. None of the Borrower Parties
shall, nor shall permit any of the other Borrower Parties to, enter into any
amendment, or agree to or accept any waiver, (a) which would materially
adversely affect the rights of the Borrower Parties and the Credit Parties, or
any of them, of any of the provisions of (i) the Constituent Documents of any of
the Borrower Parties and (ii) any Material Affiliate Contracts and (b) which
would have a Materially Adverse Effect, of any of the provisions of any
agreement between any of the Borrower Parties, on the one hand, and any of its
Affiliates, on the other hand.

            Section 8.5 Liquidation; Disposition or Acquisition of Assets.

                  (a) (i) None of the Borrower Parties shall, nor shall permit
any of the other Borrower Parties to, liquidate or dissolve itself (or suffer
any liquidation or dissolution) or otherwise wind up, or (ii) the Borrower shall
not, and shall not permit any of the Subsidiary Guarantors to, at any time, (A)
sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not
constituting capital stock, partnership interests or other equity interests) or
business in excess of $10,000,000 in the aggregate during the term of this
Agreement, provided, however, that the Borrower and the Subsidiary Guarantor may
sell, lease, abandon, transfer, exchange or otherwise dispose of any assets (not
constituting capital stock, partnership interests or other equity interests) or
business in excess of $10,000,000 and up to $100,000,000 in the aggregate during
the term of this Agreement so long as (1) no Default or Event of Default then
exists or would be caused thereby, (2) the Net Cash Proceeds received in
connection therewith are (x) used to acquire assets useful in the business of
such Borrower Party within three hundred sixty (360) days after receipt of such
Net Cash Proceeds or (y) if not so used within such three hundred sixty (360)
day period, applied to prepay the Loans as provided in Section 2.6(b), and (3)
such new assets are subject to the Lien of the Administrative Agent under the
Security Documents, or (B) enter into any merger or consolidation, except, in
each case, for (1) sales, dispositions, mergers, consolidations or exchanges by
any Guarantor


                                       83
<PAGE>



of its businesses, assets or rights to or with another Borrower Party, and (2)
sales or dispositions in the ordinary course of business by any of the Rainbow
Companies of obsolete or worn-out property or other property reasonably
determined by the management of the disposing Company to be not used or useful
in its business.

                  (b) None of the Borrower Parties shall, nor shall permit any
of the other Borrower Parties to, sell, lease, abandon, transfer, exchange or
otherwise dispose of any assets constituting capital stock, partnership
interests or other equity interests of any Material Subsidiary, unless in any
such case the Arranger Banks shall have provided their prior written consent to
such transaction.

                  (c) The Borrower shall not, and shall not permit any of the
Subsidiary Guarantors to, at any time, issue any capital stock, partnership
interests or other equity interests in any of the Rainbow Companies, except (i)
for the issuance of capital stock, partnership interests or other equity
interests in the Borrower in connection with the issuance of any New Affiliated
Equity, (ii) on the Agreement Date, AMC may exchange PIK Preferred in an initial
face and fair market value not to exceed $350,000,000 in the aggregate for (A)
RMH's common membership interest in AMC and (B) part of AMC IV's common
membership interest in AMC, (iii) so long as no Default or Event of Default then
exists or would be caused thereby, AMC may make non-cash distributions in the
form of PIK Preferred to the holders of the PIK Preferred in accordance with
Section 17(c) of the AMC LLC Agreement as in effect on the Agreement Date and as
amended, modified or supplemented on terms no less favorable to the Rainbow
Companies, taken as a whole, and (iv) on or before the RME Spin-Off, AMC may (A)
re-allocate the PIK Preferred among the holders of the PIK Preferred and (B)
issue additional common membership interests to AMC IV or the Borrower, or both.

                  (d) The Borrower shall not, and shall not permit any of the
Subsidiary Guarantors to, at any time, acquire assets, property, stock or the
business of any other Person except for (i) Capital Expenditures in the ordinary
course of business of the applicable Borrower Parties, (ii) purchases of assets
in the ordinary course of business of the applicable Borrower Parties, (iii)
Film Rights Agreements, (iv) Permitted Investments and (v) so long as no Default
or Event of Default then exists or would be caused thereby and subject to
compliance with Section 6.14 hereof, (A) Acquisitions in an aggregate amount not
to exceed during any year, together with the amount of any Investments made
during such year under Section 8.2(d)(ii) hereof and the amount of any
Restricted Payments made during such year under Section 8.7(c)(i)(B) hereof, the
Discretionary Distributions Basket Amount applicable to such period, and (B)
Acquisitions funded by Net Cash Proceeds received in connection with (1) the
issuance of any New Affiliated Equity or (2) any Subsequent Authorized Debt
Issuance, in each case to the extent such Net Cash Proceeds are not used by the
Rainbow Companies for any other purpose.


                                       84
<PAGE>

            Section 8.6 Limitation on Guaranties. The Borrower shall not, and
shall not permit any of the Subsidiary Guarantors to, at any time guarantee, or
assume, be obligated with respect to, or permit to be outstanding any Guaranty
of, any obligation of any other Person other than (a) under any Loan Document or
any Credit Party Interest Hedge Agreement, (b) obligations under agreements to
indemnify Persons who have issued bid or performance bonds or letters of credit
issued in lieu of such bonds in the ordinary course of business of such Rainbow
Company securing performance by any Rainbow Company of activities otherwise
permissible hereunder, (c) a guaranty by endorsement of negotiable instruments
for collection in the ordinary course of business, (d) Guaranties constituting
Investments permitted to be made pursuant to Section 8.2(d), (f) unsecured
Guaranties of the Borrower's or Holdings's obligations in respect of any
Authorized Debt Issuance, and (g) those Guaranties described on Schedule 8.6
attached hereto (as such schedule may be amended by the Borrower from time to
time), undertaken in the ordinary course of business of the Rainbow Companies,
including, without limitation, Guaranties issued for purposes of securing (i)
programming or transponder rights, (ii) production and product related
arrangements, (iii) affiliation agreements, (iv) advertising representation
agreements, marketing and service arrangements, or (v) real estate leases, and
extensions, replacements and modifications of the foregoing, provided that the
aggregate amount of all such Guaranties under this Section 8.6(g) at any time
outstanding does not exceed $45,000,000.

            Section 8.7 Restricted Payments and Purchases. The Borrower shall
not, and shall not permit any of the Subsidiary Guarantors to, directly or
indirectly, declare or make any Restricted Payment or Restricted Purchase,
except that:

                  (a) the Subsidiary Guarantors may make Restricted Payments to
the Borrower;

                  (b) the Borrower may make payments in respect of Employee
Stock Compensation Plan Expense;

                  (c) so long as no Default or Event of Default then exists or
would be caused thereby, the Borrower may:

                        (i) so long as the Administrative Agent shall have
received satisfactory evidence (x) that the aggregate amount of Liquidity, both
before and after giving effect to such Restricted Payment, is at least
$35,000,000, (y) that the Borrower is permitted to borrow the aggregate amount
of clause (a) of the definition of Liquidity both before and after giving effect
to such Restricted Payment and (z) of pro forma compliance with the Financial
Covenants, both before and after giving effect to such Restricted Payment,

                              (A) make cash distributions to Holdings for the
benefit of Rainbow DBS Holdings, Inc., and its Subsidiaries in an aggregate
amount not to exceed during any year, together with the amount of any
Investments made during


                                       85
<PAGE>

such year under Section 8.2(d)(i) hereof, the Rainbow DBS Holdings Basket Amount
applicable to such period,

                              (B) make cash distributions to Holdings in an
aggregate amount not to exceed during any year, together with the amount of any
Investments made during such year under Section 8.2(d)(ii) hereof and the amount
of any Acquisitions made during such year under Section 8.5(d)(v)(A) hereof, the
Discretionary Distributions Basket Amount applicable to such period, and

                              (C) so long as the Total Leverage Ratio is less
than or equal to the lesser of (1) 5.00 to 1.00 and (2) the Total Leverage Ratio
required by Section 8.8 hereof for the relevant period, make cash distributions
to Holdings funded by the Net Cash Proceeds received in connection with any
Subsequent Authorized Debt Issuance by the Borrower substantially concurrently
with the closing of such Subsequent Authorized Debt Issuance,

                        (ii) so long as the Borrower is a Flow Through Entity,
make Restricted Payments to Holdings or an Affiliate of Holdings for and in the
amount of Federal and state taxes payable by Holdings or such Affiliate which
are attributable to the operations or assets of the Borrower,

                        (iii) make regularly scheduled payments of interest in
respect of (A) Indebtedness outstanding in connection with an Authorized Debt
Issuance by the Borrower and (B) Indebtedness incurred pursuant to Section
8.1(f) hereof,

                        (iv) make cash distributions to Holdings to fund
regularly scheduled payments of interest in respect of Indebtedness outstanding
in connection with an Authorized Debt Issuance by Holdings,

                        (v) prior to the RME Spin-Off, make Restricted Payments,
subject to the Subordination of Intercompany Obligations Agreement, for payment
of fees under the AMC Consulting Agreement,

                        (vi) make Restricted Payments, subject to the
Subordination of Intercompany Obligations Agreement, for reimbursement of
services to the extent set forth in the Services Agreement,

                        (vii) on the Agreement Date, make a cash distribution to
Holdings funded by the Term B Loans and the Net Cash Proceeds received in
connection with the Initial Authorized Debt Issuance by the Borrower in an
amount equal to the result of (A) the sum of the Term B Loans plus the proceeds
of the Initial Permitted Debt Offering minus (B) all fees and expenses incurred
in connection with the Initial Permitted Debt Offering, and


                                       86
<PAGE>

                        (viii) make cash distributions to Holdings funded by Net
Cash Proceeds received in connection with the issuance of any New Affiliated
Equity to the extent such Net Cash Proceeds are not used by the Rainbow
Companies for any other purpose; and

                  (d) AMC may, as permitted by Section 8.5(c) hereof (i)
exchange PIK Preferred for common membership interests, (ii) make non-cash
distributions to the holders of the PIK Preferred and (iii) exchange common
membership interests for PIK Preferred.

            Section 8.8 Total Leverage Ratio. The Borrower shall not permit, (a)
as of the end of any fiscal quarter or (b) as of the date of any Advance
increasing the Obligations hereunder, the Total Leverage Ratio (after giving
effect to such Advance, if applicable) to exceed the applicable ratio for
calculation dates during the periods set forth below:

<TABLE>
<CAPTION>
               Period                                Ratio
               ------                                -----
<S>                                              <C>
Agreement Date through December 31, 2006         6.75 to 1.00

January 1, 2007 through December 31, 2007        6.50 to 1.00

January 1, 2008 through June 30, 2008            6.00 to 1.00

July 1, 2008 through December 31, 2008           5.75 to 1.00

January 1, 2009 through December 31, 2009        5.50 to 1.00

January 1, 2010 and thereafter                   5.00 to 1.00
</TABLE>

            Section 8.9 Senior Leverage Ratio. The Borrower shall not permit,
(a) as of the end of any fiscal quarter, or (b) as of the date of any Advance
increasing the Obligations hereunder, the Senior Leverage Ratio (after giving
effect to such Advance, if applicable) to exceed the applicable ratio for
calculation dates during the periods set forth below:

<TABLE>
<CAPTION>
                 Period                           Ratio
                 ------                           -----
<S>                                           <C>
Agreement Date through September 30, 2005     5.00 to 1.00

October 1, 2005 through March 31, 2006        4.75 to 1.00

April 1, 2006 through December 31, 2007       4.50 to 1.00
</TABLE>


                                       87
<PAGE>

<TABLE>
<S>                                           <C>
January 1, 2008 through June 30, 2008         4.00 to 1.00

July 1, 2008 through December 31, 2008        3.75 to 1.00

January 1, 2009 and thereafter                3.50 to 1.00
</TABLE>

            Section 8.10 Interest Coverage Ratio. The Borrower shall not permit,
as of the end of any fiscal quarter ending during the term of this Agreement,
the Interest Coverage Ratio to be less than 1.75 to 1.00.

            Section 8.11 Debt Service Ratio. The Borrower shall not permit, as
of the end of any fiscal quarter ending during the term of this Agreement, the
Debt Service Ratio to be less than the applicable ratio for calculation dates
during the periods set forth below:

<TABLE>
<CAPTION>
               Period                             Ratio
               ------                             -----
<S>                                            <C>
Agreement Date through December 31, 2006       1.25 to 1.00

January 1, 2007 and thereafter                 1.50 to 1.00
</TABLE>

            Section 8.12 Affiliate Transactions. None of the Borrower Parties
shall, nor shall they permit any of the other Borrower Parties to, at any time
engage in or amend any transaction with any Affiliate, or make an assignment or
other transfer of any of its assets to any Affiliate, on terms less advantageous
to such Borrower Party than would be the case if such transaction had been
effected with a non-Affiliate, in each case other than as set forth on Schedule
8.12 attached hereto or as otherwise permitted under this Agreement.

            Section 8.13 Real Estate. None of the Rainbow Companies shall
purchase, or become obligated to purchase, real estate in an amount in excess of
$20,000,000 in the aggregate during the term of this Agreement.

            Section 8.14 ERISA Liabilities. The Borrower shall not fail, and
shall cause each of its Subsidiaries not to fail, to make all material
contributions in accordance with the terms of their respective Plans and to meet
all of the applicable minimum funding requirements of ERISA and the Code, and,
to the extent that the assets of such Plans would be less than an amount
sufficient to provide all accrued benefits payable under such Plans determined
on an ongoing basis, shall make the maximum deductible contributions allowable
under the Code. Neither the Borrower nor any of its Subsidiaries shall incur any
material withdrawal liability with respect to any Multiemployer Plan. Neither
the Borrower nor any of its Subsidiaries shall make any commitment to provide
post-employment health or life insurance benefits, except as required by Section
601


                                       88
<PAGE>

through 609 of ERISA, Section 4980(B) of the Code and applicable state law, nor
terminate any Plan if its termination would reasonably be expected to have a
Materially Adverse Effect.

            Section 8.15 Sales and Leasebacks. None of the Rainbow Companies
shall enter into any arrangement, directly or indirectly, with any Person
whereby any such Rainbow Company shall sell or transfer any property, real or
personal, whether now owned or hereafter acquired, and whereby any such Rainbow
Company shall then or thereafter rent or lease as lessee such property or any
part thereof or other property which any such Rainbow Company intends to use for
substantially the same purpose or purposes as the property sold or transferred,
unless in each case, the sale or transfer of such property is permitted by
Section 8.5 hereof.

            Section 8.16 Negative Pledge. (a) None of the Rainbow Companies
shall, nor shall they or Holdings permit any of the Rainbow Companies to,
directly or indirectly, enter into any agreement (other than the Loan Documents)
with any Person that prohibits or restricts or limits the ability of any such
Borrower Party to create, incur, pledge or suffer to exist any Lien upon any of
its respective assets, or restricts the ability of any Subsidiary Guarantor to
make Restricted Payments to the Borrower, and (b) Holdings shall not enter into
any agreement (other than the Loan Documents) with any Person that prohibits or
restricts or limits the ability of Holdings to create, incur, pledge or suffer
to exist any Lien upon the capital stock or other equity interests of the
Borrower.

                              ARTICLE 9 - Default

            Section 9.1 Events of Default. Each of the following shall
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment or order of any court or any order, rule, or regulation
of any governmental or non-governmental body:

                  (a) Any representation or warranty made under this Agreement
shall prove incorrect or misleading in any material respect when made or deemed
to have been made;

                  (b) The Borrower shall default (i) in the payment of any
interest and fees payable hereunder or under the other Loan Documents and such
Default shall not have been cured by payment of such overdue amounts in full
within five (5) days from the date such payment became due, or (ii) in the
payment of any principal of the Loans when due hereunder or under the other Loan
Documents;

                  (c) Any Borrower Party shall default in the performance or
observance of any agreement or covenant contained in Article 8;


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                  (d) There shall occur any Default in the performance or
observance of any agreement or covenant or breach of any representation or
warranty contained in any of the Loan Documents (other than this Agreement or as
otherwise provided in Section 9.1 of this Agreement), which shall not be cured
to the Majority Lenders' satisfaction within the applicable cure period, if any,
provided for in such Loan Document;

                  (e) Any Borrower Party shall default in the performance or
observance of any other agreement or covenant contained in this Agreement not
specifically referred to elsewhere in this Section 9.1, and such Default shall
not be cured to the Majority Lenders' satisfaction within a period of thirty
(30) days from the occurrence of such default;

                  (f) There shall have occurred a Change of Control;

                  (g) Subject to subsection (h) below, the aggregate number of
Viewing Subscribers of the Borrower Parties shall at any time be less than
seventy-five percent (75%) of the aggregate number of such Viewing Subscribers
as of December 31, 2002, if such loss of Viewing Subscribers would have a
Materially Adverse Effect and if such loss of Viewing Subscribers is not cured
by the creation of new Viewing Subscribers of the Borrower Parties within sixty
(60) days after the occurrence thereof;

                  (h) The aggregate number of Viewing Subscribers of the
Borrower Parties shall at any time be less than seventy percent (70%) of the
aggregate number of such Viewing Subscribers as of December 31, 2002, if such
loss of Viewing Subscribers would have a Materially Adverse Effect;

                  (i) There shall be entered a decree or order for relief in
respect of the Borrower, any of its Material Subsidiaries, Holdings, RME or,
prior to the RME Spin-Off, CVC under the Bankruptcy Code, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar
official of the Borrower, any of its Material Subsidiaries, Holdings, RME or,
prior to the RME Spin-Off, CVC, or of any substantial part of their respective
properties, or ordering the winding-up or liquidation of the affairs of any of
the Borrower, any of its Material Subsidiaries, Holdings, RME or, prior to the
RME Spin-Off, CVC, or an involuntary petition shall be filed against any of the
Borrower, any of its Material Subsidiaries, Holdings, RME or, prior to the RME
Spin-Off, CVC and a temporary stay entered, and (i) such petition and stay shall
not be diligently contested, or (ii) any such petition and stay shall continue
undismissed for a period of thirty (30) consecutive days;

                  (j) The Borrower, any of its Material Subsidiaries, Holdings,
RME or, prior to the RME Spin-Off, CVC shall file a petition, answer, or consent
seeking relief under the Bankruptcy Code, or the Borrower, any of its Material
Subsidiaries, Holdings, RME or, prior to the RME Spin-Off, CVC shall consent to
the institution of proceedings thereunder or to the filing of any such petition
or to the appointment or


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taking of possession of a receiver, liquidator, assignee, trustee, custodian,
sequestrator, or other similar official of the Borrower, any of its Material
Subsidiaries, Holdings, RME or, prior to the RME Spin-Off, CVC, or of any
substantial part of their respective properties, or the Borrower, any of its
Material Subsidiaries, Holdings, RME or, prior to the RME Spin-Off, CVC shall
fail generally to pay their respective debts as they become due, or the
Borrower, any of its Material Subsidiaries, Holdings, RME or, prior to the RME
Spin-Off, CVC shall take any action in furtherance of any such action;

                  (k) A final judgment shall be entered by any court against any
of the Borrower Parties for the payment of money which exceeds $5,000,000, or a
warrant of attachment or execution or similar process shall be issued or levied
against property of any of the Borrower Parties which, together with all other
property of any of the Borrower Parties subject to other such process, exceeds
in value $5,000,000 in the aggregate, and if, within thirty (30) days after the
entry, issue, or levy thereof, such judgment, warrant, or process shall not have
been paid or discharged or stayed pending appeal, or if, after the expiration of
any such stay, such judgment, warrant, or process shall not have been paid or
discharged;

                  (l) There shall be at any time (i) any "accumulated funding
deficiency" (as defined in Section 302 of ERISA or in Section 412 of the Code)
with respect to any Plan maintained by the Borrower or any of its Subsidiaries,
or to which the Borrower or any of its Subsidiaries, has any material
liabilities, or any trust created thereunder, or (ii) a trustee appointed by a
United States District Court to administer any such Plan under Section 4042 of
ERISA, or (iii) proceedings instituted by the PBGC to terminate any such Plan
under Section 4042 of ERISA, or (iv) incurred by the Borrower or any of its
Subsidiaries any liability to the PBGC in connection with the distress
termination of any such Plan under Section 4041(c) of ERISA; or any fiduciary
of, or party in interest to, any Plan or trust created under any Plan of the
Borrower or any of its Subsidiaries shall engage in a "prohibited transaction"
(as such term is defined in Section 406 of ERISA or Section 4975 of the Code)
which would subject the Borrower or any of its Subsidiaries to a tax on
"prohibited transactions" imposed by Section 4975 of the Code, or (v) any
fiduciary of, or party in interest to, any Plan or trust created under any Plan
of the Borrower or any of its Subsidiaries shall engage in a breach of fiduciary
responsibility or knowingly participate in any violation of ERISA; or any Plan
of the Borrower or any of its Subsidiaries which is intended to qualify under
Section 401(a) of the Code shall have its application for or a favorable IRS
determination with respect to the qualification requirements under such section
of the Code denied by the IRS, or have the IRS revoke its previously issued
determination; and in each case, such event or condition, together with other
such events or conditions, if any, would subject the Borrower and its
Subsidiaries to any tax, liability or penalty in excess of $5,000,000 in the
aggregate;

                  (m) There shall occur any default under any indenture,
agreement, or instrument evidencing Indebtedness For Money Borrowed of any of
the


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Borrower Parties (including, without limitation, any Authorized Debt Issuance)
in an aggregate principal amount exceeding $15,000,000 (determined singly or in
the aggregate with other Indebtedness For Money Borrowed);

                  (n) All or any portion of any Loan Document shall at any time
and for any reason be declared to be null and void or otherwise unenforceable by
a court of competent jurisdiction in a suit with respect to such Loan Document,
or a proceeding shall be commenced by any governmental authority having
jurisdiction over any of the Borrower Parties involving a legitimate dispute or
a proceeding shall be commenced by any of the Borrower Parties, in either case
seeking to establish the invalidity or unenforceability of any Loan Document
(exclusive of questions of interpretation of any provision thereof), or any of
the Borrower Parties shall deny that it has any liability or obligation for the
payment of principal or interest purported to be created under any Loan
Document;

                  (o) There shall occur a default by any of the Borrower Parties
(if such default is not cured or waived within any applicable grace period)
under any Material Affiliation Agreement, which default would have a Materially
Adverse Effect; or

                  (p) There shall exist any default under, or any cancellation
of (without a contemporaneous replacement, or if interim substitute arrangements
have been made with respect thereto, replacement within forty-five (45) days,
of), any Transponder Lease Agreement if such default is not cured within any
applicable cure period and if such default or cancellation, as applicable, would
have a Materially Adverse Effect;

            Section 9.2 Remedies. If an Event of Default shall have occurred and
shall be continuing:

                  (a) With the exception of an Event of Default specified in
Sections 9.1(i) or 9.1(j) hereof, the Administrative Agent, at the direction of
the Majority Lenders, shall (i) terminate the Commitments and any obligations of
the Swing Loan Lender to advance the Swing Loan Committed Amount hereunder and
(ii) declare the principal of and interest on the Loans and all other
Obligations hereunder and under the other Loan Documents to be forthwith due and
payable without presentment, demand, protest, or notice of any kind, all of
which are hereby expressly waived, anything in this Agreement or in the other
Loan Documents to the contrary notwithstanding, or both.

                  (b) Upon the occurrence and continuance of an Event of Default
specified in Sections 9.1(i) or 9.1(j) hereof, the principal of and interest on
the Loans and all other Obligations hereunder and under the other Loan Documents
shall thereupon and concurrently therewith become due and payable, and the
Commitments shall forthwith terminate and any obligations of the Swing Loan
Lender to advance the Swing Loan Committed Amount shall forthwith terminate, all
without any action by the Credit Parties or the Majority Lenders and without
presentment, demand, protest, or other


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notice of any kind, all of which are expressly waived, anything in this
Agreement or in the other Loan Documents to the contrary notwithstanding.

                  (c) With respect to any outstanding Letters of Credit with
respect to which presentment for honor shall not have occurred at the time of
any acceleration of the Obligations pursuant to this Section 9.2, the Borrower
shall promptly upon demand by any Issuing Bank deposit in an account of such
Issuing Bank for the benefit of such Issuing Bank an amount equal to the
aggregate undrawn and unexpired amount of each outstanding Letter of Credit
issued by such Issuing Bank, which cash will be held by such Issuing Bank and
applied to the payment of drafts drawn under such Letters of Credit and the
unused portion thereof after such Letters of Credit shall have expired or been
fully drawn upon, if any, shall be applied to repay other Obligations hereunder
in the manner set forth in Section 2.12(b) hereof.

                  (d) The Administrative Agent, with the concurrence of the
Majority Lenders, shall exercise all of the post-default rights granted to it
and to them under the Loan Documents or under Applicable Law.

                  (e) The rights and remedies of the Administrative Agent and
the Lenders hereunder shall be cumulative, and not exclusive.

                            ARTICLE 10 - The Agents

            Section 10.1 Appointment and Authorization. Each Lender hereby
irrevocably appoints and authorizes, and hereby agrees that it will require any
transferee of any of its interest in its Commitments and Loans irrevocably to
appoint and authorize, each of the Agents to take such actions as its agent on
its behalf and to exercise such powers hereunder and under the Security
Documents as are delegated by the terms hereof and thereof, together with such
powers as are reasonably incidental thereto and as may be provided by any Loan
Document. Any action taken by any of the Agents under this Agreement or any Loan
Document shall be taken for itself and for the ratable benefit of each of the
other Credit Parties, except as may be otherwise expressly provided in this
Agreement or in any other Loan Document. None of the Agents nor any of their
respective Lender Affiliates, directors, officers, employees, or agents shall be
liable for any action taken or omitted to be taken by any of them hereunder or
in connection herewith, except for its or their own gross negligence or willful
misconduct. Neither the Syndication Agent and neither of the Co-Documentation
Agents shall have any obligations under this Agreement in such capacity.

            Section 10.2 Delegation of Duties. The Agents may execute any of
their respective duties under the Loan Documents by or through agents or
attorneys selected by them, respectively, using reasonable care and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
None of the Agents shall be responsible to any of the Lenders for the negligence
or misconduct of any agents or attorneys selected by any of them, respectively,
with reasonable care.


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            Section 10.3 Interest Holders. The Agents may treat each Lender, or
the Person designated in the last notice filed with the Administrative Agent
under this Section 10.3, as the holder of all of the interests of such Lender in
its Commitments and its Loans until written notice of transfer, signed by such
Lender (or the Person designated in the last notice filed with the
Administrative Agent) and by the Person designated in such written notice of
transfer, in form and substance satisfactory to the Administrative Agent, shall
have been filed with the Administrative Agent.

            Section 10.4 Consultation with Counsel. Each of the Agents may
consult with legal counsel selected by it and shall not be liable for any action
taken or suffered by it in good faith in reliance thereon.

            Section 10.5 Documents. None of the Agents shall be under any duty
to examine, inquire into, or pass upon the validity, effectiveness, or
genuineness of this Agreement or any instrument, document, or communication
furnished pursuant hereto or in connection herewith, and each of the Agents
shall be entitled to assume that they are valid, effective, and genuine, have
been signed or sent by the proper parties, and are what they purport to be.

            Section 10.6 Security Documents; Release of Collateral. (a) The
Administrative Agent, as administrative agent hereunder and under the Security
Documents, is hereby authorized to act on behalf of the Credit Parties, in its
own capacity and through other agents and sub-agents appointed by it with due
care, under the Security Documents and to file UCC-1 financing statement forms
in connection therewith, provided that, unless otherwise expressly provided in
this Agreement, the Administrative Agent shall not agree to the release of any
Collateral except in compliance with Sections 10.6(b) and 12.12 hereof. In
connection with its role as secured party with respect to the Collateral
hereunder, the Administrative Agent shall act as administrative agent, for
itself and for the benefit of the Credit Parties, and such role as
administrative agent shall be disclosed on all appropriate accounts,
certificates, filings, mortgages, and other collateral documentation.

                  (b) Each Lender and each Issuing Bank hereby directs, in
accordance with the terms of this Agreement, the Administrative Agent to release
any Lien held by the Administrative Agent for the benefit of the Credit Parties:

                        (i) against all of the Collateral, upon final and
indefeasible payment in full of the Obligations and termination of the
Commitments; or

                        (ii) against any part of the Collateral sold or disposed
of by the Borrower Parties if such sale or disposition is permitted by Section
8.5(a) or (b) hereof or is otherwise consented to by the requisite Lenders for
such release as set forth in Section 12.12, as certified to the Administrative
Agent by the Borrower in a certificate of an Authorized Signatory.


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                  (c) Each Lender and each Issuing Bank hereby directs the
Administrative Agent to execute and deliver or file or authorize the filing of
such termination and partial release statements and do such other things as are
necessary to release Liens to be released pursuant to Section 10.6(b) hereof
promptly upon the effectiveness of any such release. Upon request by the
Administrative Agent at any time, the Lenders and the Issuing Bank will confirm
in writing the Administrative Agent's authority to release particular types or
items of Collateral pursuant to this Section 10.6.

            Section 10.7 Affiliates. With respect to the Commitments and the
Loans, any Lender which is a Lender Affiliate of any Agent shall have the same
rights and powers hereunder as any other Lender, and each Agent and its
respective Lender Affiliates may accept deposits from, lend money to, and
generally engage in any kind of business with the Borrower or any Lender
Affiliates of, or Persons doing business with, the Borrower, as if it were not
affiliated with such Agent and without any obligation to account therefor.

            Section 10.8 Responsibility of the Agents. The duties and
obligations of the Agents under this Agreement are only those expressly set
forth in this Agreement. Each of the Agents shall be entitled to assume that no
Default or Event of Default has occurred and is continuing unless it has actual
knowledge, or has been notified by the Borrower, of such fact, or has been
notified by a Lender that such Lender considers that a Default or an Event of
Default has occurred and is continuing, and such Lender shall specify in detail
the nature thereof in writing. None of the Agents shall be liable to any of the
Lenders hereunder for any action taken or omitted to be taken except for its own
gross negligence or willful misconduct. The Administrative Agent shall provide
each Lender with copies of such documents received from the Borrower as such
Lender may reasonably request.

            Section 10.9 Action by Agents.

                  (a) Except for action requiring the approval of the Majority
Lenders or all of the Lenders, as the case may be, each Agent shall be entitled
to use its discretion with respect to exercising or refraining from exercising
any rights which may be vested in it by, and with respect to taking or
refraining from taking any action or actions which it may be able to take under
or in respect of, this Agreement, unless such Agent shall have been instructed
by the Majority Lenders or all the Lenders, as the case may be, to exercise or
refrain from exercising such rights or to take or refrain from taking such
action, provided that such Agent shall not exercise any rights under Section
9.2(a) of this Agreement without the request of the Majority Lenders. None of
the Agents shall incur any liability under or in respect of this Agreement with
respect to anything which it may do or refrain from doing in the reasonable
exercise of its judgment or which may seem to it to be necessary or desirable in
the circumstances, except for its own gross negligence or willful misconduct.


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                  (b) None of the Agents shall be liable to the Lenders, or any
of them, in acting or refraining from acting under this Agreement in accordance
with the instructions of the Majority Lenders or all the Lenders, as the case
may be, and any action taken or failure to act pursuant to such instructions
shall be binding on all Lenders.

            Section 10.10 Notice of Default or Event of Default. In the event
that any of the Credit Parties shall acquire actual knowledge, or shall have
been notified in writing, of any Default or Event of Default, such Credit Party
shall promptly notify the other Credit Parties, and each Agent shall take such
action and assert such rights under this Agreement as the Majority Lenders shall
request in writing, and none of the Agents shall be subject to any liability by
reason of its acting pursuant to any such request. If the Majority Lenders shall
fail to request an Agent to take action or to assert rights under this Agreement
in respect of any Default or Event of Default within ten (10) days after their
receipt of the notice of any Default or Event of Default from any Credit Party,
or shall request inconsistent action with respect to such Default or Event of
Default, such Agent may, but shall not be required to, take such action and
assert such rights (other than rights under Article 9 hereof) as it deems in its
discretion to be advisable for the protection of the Lenders, except that, if
the Majority Lenders have instructed such Agent not to take such action or
assert such right, in no event shall such Agent act contrary to such
instructions.

            Section 10.11 Responsibility Disclaimed. None of the Agents shall be
under any liability or responsibility whatsoever as such:

                  (a) To the Borrower or any other Person or entity as a
consequence of any failure or delay in performance by or any breach by, any
Lender or Lenders of any of its or their obligations under this Agreement;

                  (b) To any Lender or Lenders, as a consequence of any failure
or delay in performance by, or any breach by, the Borrower or any other obligor
of any of its obligations under this Agreement or any of the other Loan
Documents; or

                  (c) To any Lender or Lenders for any statements,
representations, or warranties in this Agreement, or any other document
contemplated by this Agreement or any information provided pursuant to this
Agreement, any of the other Loan Documents, or any other document contemplated
by this Agreement, or for the validity, effectiveness, enforceability, or
sufficiency of this Agreement, any of the other Loan Documents, or any other
document contemplated by this Agreement.

            Section 10.12 Indemnification. Each of the Lenders agrees to
indemnify each of the Agents in their respective capacities as such (to the
extent not reimbursed by the Borrower and without limiting the obligation of the
Borrower to do so) pro rata according to their respective Commitment
Percentages, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses (including fees
and expenses of experts, agents, consultants and counsel), or


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disbursements of any kind or nature whatsoever which may be imposed on, incurred
by, or asserted against such Agent in any way relating to or arising out of this
Agreement, any of the other Loan Documents, or any other document contemplated
by this Agreement or any action taken or omitted by such Agent under this
Agreement, any of the other Loan Documents, or any other document contemplated
by this Agreement, except that no Lender shall be liable to such Agent for 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 such Agent.

            Section 10.13 Credit Decision. Each Lender represents and warrants
to each other and to each Agent that:

                  (a) In making its decision to enter into this Agreement and to
make Advances, it has independently taken whatever steps it considers necessary
to evaluate the financial condition and affairs of the Borrower Parties and that
it has made an independent credit judgment, and that it has not relied upon
information provided by any Agent; and

                  (b) So long as any portion of the Loans remains outstanding,
it will continue to make its own independent evaluation of the financial
condition and affairs of the Borrower Parties.

            Section 10.14 Successor Agents. Subject to the appointment and
acceptance of a successor Agent (which shall be any Lender or a Lender Affiliate
or a commercial lender organized under the laws of the United States of America
or any political subdivision thereof which has a combined capital and reserves
in excess of $250,000,000) as provided below, any Agent may resign at any time
by giving written notice thereof to the Lenders and the Borrower and may be
removed at any time for cause by the Majority Lenders. Upon any such resignation
or removal, the Majority Lenders shall have the right to appoint, subject to
such Lender's consent in its sole discretion, a successor Agent from among the
Lenders or the Lender Affiliates. If no successor Agent shall have been so
appointed by the Majority Lenders, and shall have accepted such appointment
within thirty (30) days after the retiring Agent's giving of notice of
resignation or the Majority Lenders' removal of the retiring Agent, then the
retiring Agent may, on behalf of the Lenders, appoint a successor Agent which
shall be any Lender or a Lender Affiliate or a commercial bank organized under
the laws of the United States of America or any political subdivision thereof
which has combined capital and reserves in excess of $250,000,000. Upon the
acceptance of any appointment as Agent hereunder by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges, duties, and obligations of the retiring Agent, and
the retiring Agent shall be discharged from its duties and obligations
hereunder. After any retiring Agent's resignation or removal hereunder as Agent,
the provisions of this Section 10.14 shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting as
an Agent.


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                      ARTICLE 11 - Change in Circumstances
                          Affecting Eurodollar Advances

            Section 11.1 Eurodollar Basis Determination Inadequate or Unfair.
Notwithstanding anything contained herein which may be construed to the
contrary, if with respect to any proposed Eurodollar Advance for any Eurodollar
Advance Period, the Administrative Agent determines after consultation with the
Lenders that deposits in Dollars (in the applicable amount) are not being
offered to each of the Lenders in the relevant market for such Eurodollar
Advance Period, the Administrative Agent shall forthwith give notice thereof to
the Borrower and the Lenders, whereupon until the Administrative Agent notifies
the Borrower that the circumstances giving rise to such situation no longer
exist, the obligations of the Lenders to make Eurodollar Advances shall be
suspended.

            Section 11.2 Illegality. If any Applicable Law, or any change
therein, or any interpretation or change in interpretation or administration
thereof by any governmental authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by any Lender
with any request or directive (whether or not having the force of law) of any
such governmental authority, central bank or comparable agency, shall make it
unlawful or impossible for any Lender to make, maintain or fund its Eurodollar
Advances, such Lender shall so notify the Administrative Agent, and the
Administrative Agent shall forthwith give notice thereof to the other Lenders
and the Borrower. Before giving any notice to the Administrative Agent pursuant
to this Section 11.2, such Lender shall designate a different lending office if
such designation will avoid the need for giving such notice and will not, in the
judgment of such Lender, be otherwise disadvantageous to such Lender. Upon
receipt of such notice, notwithstanding anything contained in Article 2 hereof,
the Borrower shall repay in full the then outstanding principal amount of each
Eurodollar Advance of such Lender so affected, together with accrued interest
thereon, either (a) on the last day of the then current Eurodollar Advance
Period applicable to such Advance if such Lender may lawfully continue to
maintain and fund such Eurodollar Advance to such day or (b) immediately if such
Lender may not lawfully continue to fund and maintain such Eurodollar Advance to
such day. Concurrently with repaying each Eurodollar Advance of such Lender,
notwithstanding anything contained in Article 2 or Article 4 hereof, the
Borrower shall borrow a Base Rate Advance from such Lender, and such Lender
shall make such Base Rate Advance in an amount such that the outstanding
principal amount of the Loans held by such Lender shall equal the outstanding
principal amount of such Loans immediately prior to such repayment.

            Section 11.3 Increased Costs and Taxes.

                  (a) If any Regulatory Change:

                        (i) Shall subject any Lender to any tax, duty or other
charge with respect to its obligation to make Eurodollar Advances, or its
Eurodollar


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Advances, or shall change the basis of taxation of payments to any Lender of the
principal of or interest on its Eurodollar Advances or in respect of any other
amounts due under this Agreement in respect of its Eurodollar Advances or its
obligation to make Eurodollar Advances (except for changes in the rate of tax on
the overall net income of such Lender imposed by the jurisdiction in which such
Lender's principal executive office is located); or

                        (ii) Shall impose, modify, or deem applicable any
reserve (including, without limitation, any imposed by the Board of Governors of
the Federal Reserve System, but excluding any included in an applicable
Eurodollar Reserve Percentage), special deposit, assessment or other requirement
or condition against assets of, deposits with or for the account of, or
commitments or credit extended by any Lender, or shall impose on any Lender or
the eurodollar interbank borrowing market any other condition affecting such
Lender's obligation to make such Eurodollar Advances or its Eurodollar Advances;

            and the result of any of the foregoing is to increase the cost to
such Lender of making, converting into, continuing or maintaining any such
Eurodollar Advances, or to reduce the amount of any sum received or receivable
by such Lender under this Agreement or otherwise in respect of its Loans, then,
in any such case, on the earlier of demand by such Lender or the applicable
Maturity Date, the Borrower agrees to pay to such Lender such additional amount
or amounts as will compensate such Lender for such increased costs. Each Lender
requesting compensation will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Lender to compensation pursuant to this Section 11.3 and
will designate a different lending office if such designation will avoid the
need for, or reduce the amount of, such compensation and will not, in the sole
judgment of such Lender, be otherwise disadvantageous to such Lender.

                  (b) A certificate of any Lender claiming compensation under
this Section 11.3 and setting forth the additional amount or amounts to be paid
to it hereunder and calculations therefor shall be conclusive in the absence of
manifest error. In determining such amount, such Lender may use any reasonable
averaging and attribution methods. If any Lender demands compensation under this
Section 11.3, the Borrower may at any time, upon at least five (5) Business
Days' prior notice to such Lender, prepay in full the then outstanding
Eurodollar Advances of such Lender, together with accrued interest thereon to
the date of prepayment, along with any reimbursement required under Section 2.11
hereof. Concurrently with prepaying such Eurodollar Advances, the Borrower shall
borrow a Base Rate Advance from such Lender, and such Lender shall make such
Base Rate Advance in an amount such that the outstanding principal amount of the
Loans held by such Lender shall equal the outstanding principal amount of such
Loans immediately prior to such prepayment.


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            Section 11.4 Effect On Other Advances. If notice has been given
pursuant to Section 11.1, 11.2 or 11.3 hereof suspending the obligation of any
Lender to make Eurodollar Advances, or requiring Eurodollar Advances of any
Lender to be repaid or prepaid, then, unless and until such Lender notifies the
Borrower that the circumstances giving rise to such repayment no longer apply,
all Advances which would otherwise be made by such Lender as Eurodollar Rate
Advances shall be made instead as Base Rate Advances.

                           ARTICLE 12 - Miscellaneous

            Section 12.1 Notices.

                  (a) Unless otherwise specifically provided herein, all notices
and other communications under this Agreement shall be in writing and shall be
deemed to have been given three (3) days after deposit in the mail, designated
as certified mail, return receipt requested, postage-prepaid, or one (1) day
after being entrusted to a reputable commercial overnight delivery service, or
when sent by telecopy addressed to the party to which such notice is directed at
its address determined as provided in this Section 12.1. All notices and other
communications under this Agreement shall be given to the parties hereto at the
following addresses:

                        (i) If to the Borrower, to it at:

                            Rainbow National Services LLC
                            200 Jericho Quadrangle
                            Jericho, New York 11753-2701
                            Attn:  President
                            Telecopy No.:  (516) 803-4824

                            with copies to:

                            Rainbow National Services LLC
                            200 Jericho Quadrangle
                            Jericho, New York 11753-2701
                            Attn:  General Counsel
                            Telecopy No.:  (516) 803-4824

                            and

                            Rainbow Media Enterprises, Inc.
                            200 Jericho Quadrangle
                            Jericho, New York 11753-2701
                            Attn:  Chief Financial Officer
                            Telecopy No.:  (516) 803-4824


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<PAGE>

                       (ii) If to the Administrative Agent, to it at:

                            JPMorgan Chase Bank
                            1111 Fannin Street, 10th Floor
                            Houston, Texas  77002
                            Attn:  Christie Tran
                            Telecopy No.: 713-750-2358

                            with a copy to:

                            JPMorgan Chase Bank
                            270 Park Avenue, 4th Floor
                            New York, New York 10017
                            Attn:  Joan Fitzgibbon, Managing Director
                            Telecopy No.:  (212) 270-4584

                            and

                            Paul, Hastings, Janofsky & Walker LLP
                            600 Peachtree Street, N.E., Suite 2400
                            Atlanta, Georgia  30308
                            Attn:  Chris D. Molen, Esq.
                            Telecopy No.: (404) 815-2424

                      (iii) If to Bank of America, N.A., as an Arranger Bank, to
it at:

                            Bank of America, N.A.
                            901 Main Street, 64th Floor
                            Dallas, Texas  75202
                            Attn:  Todd Shipley, Managing Director
                            Telecopy No.: (214) 209-9390

                       (iv) If to the Lenders, to them at the addresses set
forth beside their names on the Lender Addendum with respect thereto or in an
Assignment and Assumption Agreement.

                  (b) Copies shall be provided to Persons other than parties
hereto only in the case of notices under Article 7 hereof.

                  (c) Any party hereto may change the address to which notices
shall be directed under this Section 12.1 by giving ten (10) days' written
notice of such change to the other parties.


                                      101
<PAGE>

            Section 12.2 Expenses. The Borrower agrees to promptly pay:

                  (a) All reasonable out-of-pocket expenses of the
Administrative Agent on the Agreement Date in connection with the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents, the transactions contemplated hereunder and thereunder,
and the making of the initial Advance hereunder, including, but not limited to,
the reasonable fees and disbursements of counsel for the Administrative Agent;

                  (b) All reasonable out-of-pocket expenses of the
Administrative Agent in connection with the preparation, negotiation, execution
and delivery of any waiver, modification, amendment, or consent by the Lenders
relating to this Agreement or the other Loan Documents whether or not executed,
including, but not limited to, the reasonable fees and disbursements of counsel
for the Administrative Agent;

                  (c) All reasonable out-of-pocket expenses of the
Administrative Agent in connection with the syndication of the Loans; and

                  (d) From and after the occurrence of an Event of Default, all
reasonable out-of-pocket costs and expenses of the Agents and the Lenders in
respect of such Event of Default, irrespective of whether suit or other
proceeding has commenced in respect thereto, which shall include reasonable fees
and out-of-pocket expenses of counsel for the Agents and the Lenders, and the
reasonable fees and out-of-pocket expenses of any experts, agents, or
consultants engaged by the Agents and the Lenders.

            Section 12.3 Waivers. The rights, remedies, powers and privileges of
the Credit Parties under this Agreement, the other Loan Documents and the Credit
Party Interest Hedge Agreements shall be cumulative and not exclusive of any
rights, remedies, powers or privileges which they would otherwise have. No
failure or delay by the Credit Parties or the Majority Lenders, or any of them,
in exercising any right, remedy, power or privilege shall operate as a waiver
thereof. The Credit Parties expressly reserve the right to require strict
compliance with the terms of this Agreement in connection with any funding of a
request for an Advance. In the event the Lenders decide to fund a request for an
Advance at a time when the Borrower is not in strict compliance with the terms
of this Agreement, such decision by the Lenders shall not be deemed to
constitute an undertaking by the Lenders to fund any further requests for
Advances or preclude the Lenders from exercising any rights available to the
Lenders under the Loan Documents or at law or equity. Any waiver or indulgence
granted by the Credit Parties or the Majority Lenders, or any of them, shall not
constitute a modification of this Agreement, except to the extent expressly
provided in such waiver or indulgence, or constitute a course of dealing by the
Credit Parties or the Majority Lenders, or any of them, at variance with the
terms of the Agreement such as to require further notice of their intent to
require strict adherence to the terms of the Agreement in the future.


                                      102
<PAGE>

            Section 12.4 Set-Off. In addition to any rights and remedies now or
hereafter granted under Applicable Law and not by way of limitation of any such
rights, after the applicable Maturity Date (whether by acceleration or
otherwise), the Lenders and any Lender Affiliates are hereby authorized by the
Borrower at any time or from time to time, without notice to the Borrower 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, time or
demand, provisional or final, including, but not limited to, Indebtedness
evidenced by certificates of deposit, in each case whether matured or unmatured)
and any other Indebtedness at any time held or owing by the Lenders or such
Lender Affiliate to or for the credit or the account of any of the Borrower
Parties, against and on account of the obligations and liabilities of any of the
Borrower Parties to the Lenders under this Agreement, any other Loan Document
and any Credit Party Interest Hedge Agreement, including, but not limited to,
all claims of any nature or description arising out of or connected with this
Agreement, any other Loan Document or any Credit Party Interest Hedge Agreement,
irrespective of whether or not (a) the Lenders shall have made any demand
hereunder or (b) the Lenders shall have declared the principal of and interest
on the Loans and other amounts due hereunder to be due and payable as permitted
by Section 9.2 hereof and although said obligations and liabilities, or any of
them, shall be contingent or unmatured. Any sums obtained by any Lender or any
Lender Affiliate shall be subject to the application of payments provisions of
Article 2 hereof. Upon direction by the Administrative Agent, with the consent
of the Majority Lenders, after the applicable Maturity Date (whether by
acceleration or otherwise), each Lender and each Lender Affiliate holding
deposits of any of the Borrower Parties shall exercise its set-off rights as so
directed.

            Section 12.5 Assignment.

                  (a) No Borrower Party may assign or transfer any of its rights
or obligations hereunder or under the other Loan Documents without the prior
written consent of each of the Lenders.

                  (b) Each of the Lenders (other than the Swing Loan Lender with
respect to the Swing Loans) may at any time enter into assignment agreements or
participations with respect to its interest hereunder and under the other Loan
Documents with one or more Eligible Assignees, provided that (x) any such
assignment shall be in an aggregate amount, with respect to each assignment or
series of related assignments, of (A) in the case of any assignment of the Term
B Loans, not less than $1,000,000 and (B) in the case of any assignment of the
Revolving Loans and Revolving Loan Commitments, not less than $5,000,000 (in the
case of each of the foregoing clauses (A) and (B), unless such assignment is to
another Lender or an assignment of all of the assigning Lender's rights and
obligations hereunder), and (y) after giving effect to any assignment or series
of related assignments, the aggregate amount of the assigning Lender's Loans and
Commitments under this Agreement shall (A) in the case of any assignment of the
Term B Loans, not be less than $1,000,000 (which amount shall be in the
aggregate in the event


                                      103
<PAGE>

of contemporaneous assignments by a Lender to one or more funds that invest in
commercial loans that are managed or advised by the same investment advisor),
and (B) in the case of any assignment of the Revolving Loans and Revolving Loan
Commitments, not be less than $5,000,000 (in the case of each of the foregoing
clauses (A) and (B), unless such assignment is an assignment of all of the
assigning Lender's rights and obligations hereunder). All of the foregoing
assignments and participations shall be subject to the following:

                        (i) Except for (A) assignments made to any Federal
Reserve Bank or which are otherwise permitted under Section 12.5(d) below and
(B) assignments made between any Lender and any Lender Affiliate of such Lender
or to another Lender or a Lender Affiliate of another Lender or to an Approved
Fund, no assignment shall be made or sold without the consent of the
Administrative Agent, which consent shall not be unreasonably withheld or
delayed and, if no Default or Event of Default then exists, the consent of the
Borrower, which consent shall not be unreasonably withheld or delayed.

                        (ii) Except for (A) assignments made to any Federal
Reserve Bank or which are otherwise permitted under Section 12.5(d) below and
(B) assignments of the Term B Loans, no assignment shall be made or sold without
the consent of the Issuing Bank, which consent shall not be unreasonably
withheld or delayed.

                        (iii) The Borrower and the Credit Parties agree that
assignments permitted hereunder (including the assignment of any Advance or
portion thereof) may be made with all voting rights, and shall be made pursuant
to an Assignment and Assumption Agreement which shall be delivered to the
Administrative Agent. An administrative fee of $3,500 with respect to each
Assignment and Assumption Agreement delivered hereunder shall be payable to the
Administrative Agent by the assigning Lender at the time of any assignment
hereunder (except that in the case of assignments on the same day by a Lender to
more than one fund managed or advised by the same investment advisor, only a
single $3,500 fee shall be payable for all such assignments by such Lender to
such funds). The Administrative Agent, acting solely for this purpose as an
agent of the Borrower, shall maintain a copy of each Assignment and Assumption
Agreement delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitments of, and principal amounts of and
interest on the Loans owing to, each Lender pursuant to the terms of this
Agreement from time to time (the "Register"). Upon receipt of any Assignment and
Assumption Agreement delivered in accordance with the terms hereof (and payment
of the $3,500 administrative fee related thereto), the Administrative Agent
shall record the information contemplated by the foregoing sentence in the
Register. No assignments shall be effective hereunder until the Loans and
Commitments set forth in the Assignment and Assumption Agreement are recorded in
the Register by the Administrative Agent. The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lender shall
treat each


                                      104
<PAGE>

Person whose name is recorded in the Register pursuant to the terms of this
Agreement as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.

                        (iv) No participation agreement shall confer any rights
under this Agreement or any other Loan Document to any purchaser thereof, or
relieve any issuing Lender from any of its obligations under this Agreement, and
all actions hereunder shall be conducted as if no such participation had been
granted; provided, however, that any participation agreement may confer on the
participant the right to approve or disapprove changes in the interest rate and
principal amount, fees and the applicable Maturity Date.

                        (v) Each Lender agrees to provide the Administrative
Agent and the Borrower with prompt written notice of any assignments of its
interests hereunder.

                        (vi) No assignment, participation or other transfer of
any rights hereunder shall be effected that would result in any interest
requiring registration under the Securities Act of 1933, as amended, or
qualification under any state securities law.

                        (vii) No such assignment, participation or transfer of
any rights hereunder may be made to any bank or other financial institution (A)
with respect to which a receiver or conservator (including, without limitation,
the Federal Deposit Insurance Corporation or the Office of Thrift Supervision)
has been appointed or (B) that has failed to meet any of the capital
requirements of its primary regulator or insurer.

                        (viii) If applicable, each Foreign Lender shall, and
shall cause each of its assignees that becomes a Foreign Lender to provide to
the Administrative Agent on or prior to the Agreement Date or the effective date
of any assignment, as the case may be, all appropriate IRS forms required to be
delivered by such Foreign Lender pursuant to Section 2.10(c)(iii) hereof.

                  (c) Except as specifically set forth in Section 12.5(b)
hereof, nothing in this Agreement, expressed or implied, is intended to or shall
confer on any Person other than the respective parties hereto and thereto and
their successors and assignees permitted hereunder and thereunder any benefit or
any legal or equitable right, remedy or other claim under this Agreement.

                  (d) Notwithstanding anything contained herein to the contrary,
any Lender may, without the consent of the Administrative Agent or the Borrower,
at any time pledge or assign a security interest in all or any portion of its
rights under this Agreement and the Notes, if any, issued to such Lender to
secure obligations of such Lender, including, without limitation, any pledge or
assignment to secure obligations to a Federal Reserve Bank or its trustee in
support of its obligations thereto; provided,


                                      105
<PAGE>

however, that no such pledge or assignment shall release such Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

                  (e) An assigning Lender shall retain such indemnification and
expense reimbursement rights to which such Lender was entitled pursuant to this
Agreement to the effective date of the assignment of its rights hereunder.

            Section 12.6 Counterparts. This Agreement and each of the other Loan
Documents may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such separate counterparts shall together
constitute but one and the same instrument. In proving this Agreement or any
other Loan Document in any judicial proceedings, it shall not be necessary to
produce or account for more than one such counterpart signed by the party
against whom such enforcement is sought. Any signatures delivered by a party by
facsimile transmission or by e-mail transmission of an adobe file format
document (also known as a PDF file) shall be deemed an original signature
hereto.

            Section 12.7 Governing Law. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW AND SECTION 327(b) OF THE NEW YORK CIVIL
PRACTICE LAWS AND RULES AND WITHOUT REFERENCE TO THE CONFLICT OR CHOICE OF LAW
PRINCIPLES THEREOF EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE
SECURITY INTEREST UNDER THE LOAN DOCUMENTS, OR REMEDIES UNDER THE LOAN
DOCUMENTS, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF NEW YORK.

            Section 12.8 Severability. Any provision of this Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction.

            Section 12.9 Headings. Headings and footnotes used in this Agreement
are for convenience only and shall not be used in connection with the
interpretation of any provision hereof.

            Section 12.10 Interest.

                  (a) In no event shall the amount of interest due or payable
hereunder or otherwise in respect of the Loans exceed the maximum rate of
interest allowed by Applicable Law, and in the event any such payment is
inadvertently made by

                                      106
<PAGE>

any Borrower Party or is inadvertently received by any Lender, then such excess
sum shall be credited as a payment of principal, unless such Borrower Party
shall notify such Lender in writing that it elects to have such excess sum
returned forthwith. It is the express intent hereof that the Borrower Parties
not pay and the Lenders not receive, directly or indirectly in any manner
whatsoever, interest in excess of that which may legally be paid by the Borrower
Parties under Applicable Law.

                  (b) Notwithstanding the use by the Lenders of the Prime Rate,
the Eurodollar Rate and the Federal Funds Effective Rate as reference rates for
the determination of interest on the Loans, the Lenders shall be under no
obligation to obtain funds from any particular source in order to charge
interest to the Borrower at interest rates tied to such reference rates.

            Section 12.11 Entire Agreement. Except as otherwise expressly
provided herein, this Agreement and the other Loan Documents embody the entire
agreement and understanding among the parties hereto and thereto and supersede
all prior agreements, understandings, and conversations relating to the subject
matter hereof and thereof.

            Section 12.12 Amendment and Waiver. Neither this Agreement nor any
Loan Document, nor any term or provision hereof or thereof, may be amended or
waived orally, but only by an instrument in writing signed by the Majority
Lenders (or, in the case of Security Documents executed by the Administrative
Agent, signed by the Administrative Agent and approved by the Majority Lenders)
and, in the case of an amendment, also by the Borrower, except that (a) any
decrease (other than pro rata) or increase in the amount of the Commitments of
any Lender shall require the consent of such Lender, (b) any issuance of an
Incremental Facility Commitment shall require only the consent of the
Incremental Facility Lenders, the Borrower and the Administrative Agent, and (c)
in the event of (i) any postponement in the scheduled time as set forth in
Section 2.7 hereof for the payment of, or any reduction of, any scheduled
payments of principal, interest or fees due hereunder or any extension of the
Initial Maturity Date or the Final Maturity Date, (ii) any change in the
Applicable Margin as set forth in Section 2.3(f) hereof, (iii) any release or
impairment of any Collateral pledged by, or Guaranties of, AMC, IFC or WE (other
than as provided in Section 10.6(b)), (iv) any release of the Borrower from the
Obligations or any release or impairment of substantially all of the other
Collateral or Guaranties issued in favor of the Administrative Agent (other than
as provided in Section 10.6(b)), (v) any waiver of any Event of Default due to
the failure by the Borrower to pay any sum due hereunder, (vi) except in
connection with the implementation of the Incremental Facility Indebtedness to
the extent necessary to accord the various types of Incremental Facility Loans
treatment similar to the treatment accorded Loans of a similar type thereunder,
any change to the application of payments made to the Administrative Agent and
the other Credit Parties described in Sections 2.6(c), 2.12(a) and 2.12(b)
hereof, or any change in the sharing of payment procedures described in Section
2.12(c) hereof, or (vii) any amendment of this Section 12.12 or of the
definition of "Majority Lenders" or of any provision of this Agreement which
refers



                                      107
<PAGE>

to "Majority Lenders" if the effect thereof would be to amend the definition of
"Majority Lenders", as used in such provision, any amendment or waiver may be
made only by an instrument in writing signed by each of the Lenders and, in the
case of an amendment, also by the Borrower; provided, however, notwithstanding
anything to the contrary contained herein, any amendment of Section 2.14 or any
other term or provision of this Agreement or any other Loan Document required in
connection with the implementation of the Incremental Facility Indebtedness
shall require only the consent of the Majority Lenders and the Borrower. Any
amendment, modification, waiver, consent, termination or release of any Credit
Party Interest Hedge Agreement may be effected by the parties thereto without
the consent of the Lender Group.

            Section 12.13 Other Relationships. No relationship created hereunder
or under any other Loan Document shall in any way affect the ability of any of
the Credit Parties to enter into or maintain business relationships with the
Borrower or any of its Lender Affiliates beyond the relationships specifically
contemplated by this Agreement and the other Loan Documents.

            Section 12.14 Confidentiality. The parties hereto shall preserve in
a confidential manner all information received from any other party pursuant to
the Loan Documents and the transactions contemplated thereunder, and shall not
disclose such information except to (i) any Agent, any Lender or any Persons
with which a confidential relationship is maintained (including designated
agents, legal counsel, accountants and regulators), (ii) where required by law,
(iii) any direct or indirect contractual counterparty in an asset swap agreement
or such contractual counterparty's professional advisor (so long as such
contractual counterparty or professional advisor, as the case may be, has agreed
in a writing in favor of the Borrower to be bound by the provisions of this
Section 12.14), (iv) prospective transferees (so long as such any such
prospective transferee has agreed in a writing in favor of the Borrower to be
bound by the provisions of this Section 12.14), and (v) the National Association
of Insurance Commissioners and other insurance regulatory agencies to the extent
required by law or (so long as such Person has agreed in a writing in favor of
the Borrower to be bound by the provisions of this Section 12.14) to maintain
any industry ratings applicable to such parties.

            Section 12.15 Liability of Partners, Members and Other Persons.
Notwithstanding anything else in this Agreement to the contrary, the parties
hereto expressly agree that no partner, member, officer, director or other
holder of an ownership interest of or in the Borrower, any Subsidiary of the
Borrower, Holdings, RME or CVC, or any partnership, limited liability company,
corporation or other entity which is a partner, member, stockholder or holder of
an ownership interest of or in the Borrower, any Subsidiary of the Borrower,
Holdings, RME or CVC shall have any personal or individual liability or
responsibility in respect of Obligations of the Borrower, any Subsidiary of the
Borrower, Holdings, RME or CVC pursuant to this Agreement or any other Loan
Document solely by reason of his or her status as such partner, member, officer,
director, stockholder or holder.


                                      108
<PAGE>

            Section 12.16 Survival. The provisions of this Agreement set forth
in (a) Sections 2.10(c)(ii), 2.11, 6.12, 6.13, 10.11 and 11.3 hereof and (b) to
the extent that any Obligations shall remain outstanding, Article 3 hereof, in
each case, shall survive any termination or expiration of this Agreement.

            Section 12.17 Delivery of Lender Addenda. Each initial Lender shall
become a party to this Agreement by delivering to the Administrative Agent a
Lender Addendum duly executed by such Lender, the Borrower and the
Administrative Agent.

            Section 12.18 USA Patriot Act. Each Lender hereby notifies the
Borrower that, pursuant to the requirements of the USA Patriot Act, it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in accordance
with the USA Patriot Act.

                       ARTICLE 13 - Waiver of Jury Trial

            Section 13.1 Waiver of Jury Trial. EACH OF THE BORROWER PARTIES AND
EACH OF THE CREDIT PARTIES HEREBY AGREES TO WAIVE THE RIGHT TO A TRIAL BY JURY
IN ANY COURT AND IN ANY ACTION OR PROCEEDING OF ANY TYPE IN WHICH ANY OF THE
BORROWER PARTIES, ANY OF THE CREDIT PARTIES, OR ANY OF THEIR RESPECTIVE
SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS ARISING DIRECTLY
OR INDIRECTLY OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS AND THE
RELATIONS AMONG THE PARTIES LISTED IN THIS SECTION 13.1.

            Section 13.2 Consent to Jurisdiction. EACH OF THE BORROWER PARTIES
AND EACH OF THE CREDIT PARTIES HEREBY AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR ANY FEDERAL COURT SITTING THEREIN AND EACH CONSENTS
TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY
SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN
SECTION 12.1. EACH OF THE BORROWER PARTIES HEREBY WAIVES ANY OBJECTIONS THAT IT
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF SUCH SUIT OR ANY SUCH COURT OR THAT
SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

                 [Remainder of page intentionally left blank.]


                                      109
<PAGE>

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

BORROWER:                                       RAINBOW NATIONAL SERVICES LLC

                                                By:_____________________________
                                                Name: __________________________
                                                Title: _________________________

GUARANTORS:                                     ________________________________

                                                By:_____________________________
                                                Name:___________________________
                                                Title: _________________________


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
<S>                                                                                            <C>
ARTICLE 1 -  DEFINITIONS....................................................................     1

ARTICLE 2 -  LOANS..........................................................................    29

     Section 2.1   The Loans................................................................    29
     Section 2.2   Manner of Borrowing and Disbursement.....................................    31
     Section 2.3   Interest.................................................................    34
     Section 2.4   Fees.....................................................................    36
     Section 2.5   Optional Prepayments and Reductions......................................    37
     Section 2.6   Mandatory Commitment Reductions and Prepayments..........................    39
     Section 2.7   Repayment................................................................    40
     Section 2.8   Swing Loans..............................................................    42
     Section 2.9   Notes; Loan Accounts.....................................................    44
     Section 2.10  Manner of Payment........................................................    45
     Section 2.11  Reimbursement............................................................    49
     Section 2.12  Application of Payments..................................................    49
     Section 2.13  Capital Adequacy.........................................................    50
     Section 2.14  Incremental Facility Loans...............................................    51
     Section 2.15  Letters of Credit........................................................    53

ARTICLE 3 - GUARANTEE.......................................................................    57

     Section 3.1   Guarantee................................................................    57
     Section 3.2   Waivers and Releases.....................................................    58
     Section 3.3   Miscellaneous............................................................    59

ARTICLE 4 - CONDITIONS PRECEDENT............................................................    60

     Section 4.1   Conditions Precedent to Closing..........................................    60
     Section 4.2   Conditions Precedent to Each Advance.....................................    63
     Section 4.3   Conditions Precedent to Issuance of Letters of Credit....................    64

ARTICLE 5 - REPRESENTATIONS AND WARRANTIES..................................................    65

     Section 5.1   Representations and Warranties...........................................    65
     Section 5.2   Survival of Representations and Warranties, etc..........................    71

ARTICLE 6 - GENERAL COVENANTS...............................................................    72

     Section 6.1   Preservation of Existence and Similar Matters............................    72
     Section 6.2   Compliance with Applicable Law...........................................    72
     Section 6.3   Maintenance of Properties................................................    72
     Section 6.4   Accounting Methods and Financial Records.................................    72
     Section 6.5   Insurance................................................................    72
</TABLE>


                                       -i-
<PAGE>

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
<S>                                                                                            <C>
     Section 6.6   Payment of Taxes and Claims..............................................    73
     Section 6.7   Visits and Inspections...................................................    73
     Section 6.8   Payment of Indebtedness..................................................    73
     Section 6.9   Use of Proceeds..........................................................    74
     Section 6.10  ERISA....................................................................    74
     Section 6.11  Further Assurances.......................................................    74
     Section 6.12  Broker's Claims..........................................................    74
     Section 6.13  Indemnity................................................................    74
     Section 6.14  Covenants Regarding Formation of Subsidiaries, Investments and
                   Acquisitions.............................................................    75
     Section 6.15  Interest Rate Hedging....................................................    76

ARTICLE 7 - INFORMATION COVENANTS...........................................................    77

     Section 7.1   Quarterly Financial Statements and Information...........................    77
     Section 7.2   Annual Financial Statements and Information; Certificate of No Default...    77
     Section 7.3   Performance Certificates.................................................    78
     Section 7.4   Copies of Other Reports..................................................    79
     Section 7.5   Notice of Litigation and Other Matters...................................    79

ARTICLE 8 - NEGATIVE COVENANTS..............................................................    81

     Section 8.1   Indebtedness.............................................................    81
     Section 8.2   Investments..............................................................    82
     Section 8.3   Limitation on Liens......................................................    83
     Section 8.4   Amendment and Waiver.....................................................    83
     Section 8.5   Liquidation; Disposition or Acquisition of Assets........................    83
     Section 8.6   Limitation on Guaranties.................................................    85
     Section 8.7   Restricted Payments and Purchases........................................    85
     Section 8.8   Total Leverage Ratio.....................................................    87
     Section 8.9   Senior Leverage Ratio....................................................    87
     Section 8.10  Interest Coverage Ratio..................................................    88
     Section 8.11  Debt Service Ratio.......................................................    88
     Section 8.12  Affiliate Transactions...................................................    88
     Section 8.13  Real Estate..............................................................    88
     Section 8.14  ERISA Liabilities........................................................    88
     Section 8.15  Sales and Leasebacks.....................................................    89
     Section 8.16  Negative Pledge..........................................................    89

ARTICLE 9 - DEFAULT.........................................................................    89

     Section 9.1   Events of Default........................................................    89
</TABLE>


                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
<S>                                                                                            <C>
     Section 9.2   REMEDIES.................................................................    92

ARTICLE 10 - THE AGENTS.....................................................................    93

     Section 10.1  Appointment and Authorization............................................    93
     Section 10.2  Delegation of Duties.....................................................    93
     Section 10.3  Interest Holders.........................................................    94
     Section 10.4  Consultation with Counsel................................................    94
     Section 10.5  Documents................................................................    94
     Section 10.6  Security Documents; Release of Collateral................................    94
     Section 10.7  Affiliates...............................................................    95
     Section 10.8  Responsibility of the Agents.............................................    95
     Section 10.9  Action by Agents.........................................................    95
     Section 10.10 Notice of Default or Event of Default....................................    96
     Section 10.11 Responsibility Disclaimed................................................    96
     Section 10.12 Indemnification..........................................................    96
     Section 10.13 Credit Decision..........................................................    97
     Section 10.14 Successor Agents.........................................................    97

ARTICLE 11 - CHANGE IN CIRCUMSTANCES AFFECTING EURODOLLAR ADVANCES..........................    98

     Section 11.1  Eurodollar Basis Determination Inadequate or Unfair......................    98
     Section 11.2  Illegality...............................................................    98
     Section 11.3  Increased Costs and Taxes................................................    98
     Section 11.4  Effect On Other Advances.................................................   100

ARTICLE 12 - Miscellaneous..................................................................   100

     Section 12.1  Notices..................................................................   100
     Section 12.2  Expenses.................................................................   102
     Section 12.3  Waivers..................................................................   102
     Section 12.4  Set-Off..................................................................   103
     Section 12.5  Assignment...............................................................   103
     Section 12.6  Counterparts.............................................................   106
     Section 12.7  Governing Law............................................................   106
     Section 12.8  Severability.............................................................   106
     Section 12.9  Headings.................................................................   106
     Section 12.10 Interest.................................................................   106
     Section 12.11 Entire Agreement.........................................................   107
     Section 12.12 Amendment and Waiver.....................................................   107
     Section 12.13 Other Relationships......................................................   108
     Section 12.14 Confidentiality..........................................................   108
</TABLE>


                                      -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
<S>                                                                                            <C>
     Section 12.15 Liability of Partners, Members and Other Persons.........................   108
     Section 12.16 Survival.................................................................   109
     Section 12.17 Delivery of Lender Addenda...............................................   109
     Section 12.18 USA Patriot Act..........................................................   109

ARTICLE 13 - WAIVER OF JURY TRIAL...........................................................   109

     Section 13.1  Waiver of Jury Trial.....................................................   109
     Section 13.2  Consent to Jurisdiction..................................................   109
</TABLE>


                                      -iv-

<PAGE>

                             EXHIBITS AND SCHEDULES

Exhibit A  -  Form of Assignment and Assumption Agreement
Exhibit B  -  Form of Lender Addendum
Exhibit C  -  Form of Notice of Continuation/Conversion
Exhibit D  -  Form of Pledge Agreement
Exhibit E  -  Form of Request for Advance
Exhibit F  -  Form of Request for Issuance of Letter of Credit
Exhibit G  -  Form of Revolving Note
Exhibit H  -  Form of Security Agreement
Exhibit I  -  Form of Subordination of Intercompany Obligations Agreement
Exhibit J  -  Form of Swing Loan Note
Exhibit K  -  Form of Term B Note
Exhibit L  -  Form of Trademark Security Agreement
Exhibit M  -  Form of Swing Loan Request
Exhibit N  -  Form of Borrower Loan Certificate
Exhibit O  -  Form of Holdings Loan Certificate
Exhibit P  -  Form of Subsidiary Guarantor Loan Certificate
Exhibit Q  -  Form of Guarantee Supplement
Exhibit R  -  Form of Performance Certificate

Schedule 1         -  Material Affiliate Contracts
Schedule 5.1(c)-1  -  Borrower Parties
Schedule 5.1(c)-2  -  Unrestricted Subsidiaries
Schedule 5.1(i)    -  Cash for Carriage Payments; Other Liabilities
Schedule 5.1(k)    -  Investments and Guaranties
Schedule 5.1(l)    -  Litigation
Schedule 5.1(m)    -  ERISA
Schedule 5.1(n)    -  Intellectual Property
Schedule 5.1(q)    -  Film Rights Agreements and Affiliation Agreements
Schedule 5.1(v)    -  Names of Borrower Parties
Schedule 7.5(b)    -  RME Spin-Off
Schedule 8.6       -  Permitted Guaranties
Schedule 8.12      -  Affiliate Transactions