THIRD AMENDMENT
                                 ---------------

                  THIRD AMENDMENT (this "AMENDMENT"), dated as of January 14,
2000, to the Credit and Guaranty Agreement, dated as of March 18, 1999, as
amended by the First Amendment and Consent, dated as of July 1, 1999, and the
Second Amendment and Consent, dated as of October 26, 1999 (as the same may be
further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Muzak LLC, formerly known as Audio Communications
Network, LLC (the "Borrower"), Muzak Holdings LLC ("Holdings") and certain
Subsidiaries of the Borrower (the "Guarantors"), various Lenders from time to
time party thereto, Goldman Sachs Credit Partners L.P. ("GSCP"), as Syndication
Agent, Canadian Imperial Bank of Commerce, as Administrative Agent (the
"Administrative Agent"), and GSCP and CIBC Oppenheimer Corp., as Co-Lead
Arrangers.

                                    RECITALS
                                    --------


         1. Capitalized terms used herein which are not herein defined shall
have the meanings ascribed thereto by the Credit Agreement.

         2. The Borrower has requested that it be permitted to issue senior
subordinated notes in an aggregate amount of up to $50,000,000, the terms of
which shall be substantially as set forth on Annex A attached hereto (the
"Floating Rate Subordinated Notes"). The Borrower intends to redeem the Floating
Rate Subordinated Notes with the proceeds of Additional Senior Subordinated
Notes, subject to the successful completion of an offering of Additional Senior
Subordinated Notes.

                  THEREFORE, in consideration of the foregoing and the covenants
and conditions hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
Borrower, the Co-Agents, the Issuing Bank and the Lenders signatory hereto,
hereby agree as follows:

1.       Amendments to Credit Agreement.
         ------------------------------

         (1) Section 1.1 of the Credit Agreement is hereby amended by inserting
the following in alphabetical order thereof:

                  "'NET FLOATING RATE NOTES PROCEEDS' means, with respect to the
     issuance of the Floating Rate Subordinated Notes, an amount equal to the
     Cash proceeds received from such issuance, minus any bona fide direct costs
     incurred in connection with such issuance."

                  "'FLOATING RATE SUBORDINATED NOTE AGREEMENT' means the
     agreement pursuant to which the Floating Rate Subordinated Notes are to be

<PAGE>

     issued, as amended, restated, supplemented or otherwise modified from time
     to time to the extent permitted under Section 6.13."

                  "'FLOATING RATE SUBORDINATED NOTE RELATED DOCUMENTS' means any
     or all of, as the context may require, (i) the Floating Rate Subordinated
     Notes, (ii) the Floating Rate Subordinated Note Agreement and (iii) any
     other agreements which are related to the Floating Rate Subordinated Notes
     or the Floating Rate Subordinated Note Agreement."

                  "'FLOATING RATE SUBORDINATED NOTES' means notes due 2009 or
     thereafter of Borrower and Muzak Finance to be issued pursuant to the
     Floating Rate Subordinated Note Agreement."

         (2) The definition of "Additional Related Agreements" in Section 1.1 of
the Credit Agreement is hereby amended by (i) replacing the "and" at the end of
clause (iii) thereof with a comma, (ii) inserting the following as new clause
(iv) thereof: "(iv) the Floating Rate Subordinated Note Related Documents and"
and (iii) changing clause (iv) thereof to become clause (v) thereof.

         (3) The definition of "Additional Senior Subordinated Note Indenture"
in Section 1.1 of the Credit Agreement is hereby amended in its entirety as
follows:

                  "'ADDITIONAL SENIOR SUBORDINATED NOTE INDENTURE' means the
     indenture or indentures pursuant to which the Additional Senior
     Subordinated Notes are to be issued, which may include the Senior
     Subordinated Note Indenture, as amended, restated, supplemented or
     otherwise modified from time to time to the extent permitted under Section
     6.13."

         (4) The definition of "Additional Senior Subordinated Notes" in Section
1.1 of the Credit Agreement is hereby amended by replacing "due 2009" with "due
December 31, 2007".

         (5) Clause (iii) of the definition of "Change of Control" in Section
1.1 of the Credit Agreement is hereby amended by inserting "the Floating Rate
Subordinated Note Related Documents" before the words "or any documentation"
therein.

         (6) The definition of "Consolidated Senior Debt" in Section 1.1 of the
Credit Agreement is hereby amended by inserting ", any Floating Rate
Subordinated Notes" before the words "and any unsecured" therein.

         (7) The definition of "Collateral Documents" in Section 1.1 of the
Credit Agreement is hereby amended by inserting ", as any such document may be
amended, supplemented or otherwise modified from time to time" at the end
thereof.

                                       2
<PAGE>
         (8) The definition of "Credit Document" in Section 1.1 of the Credit
Agreement is hereby amended by inserting ", as any such document may be amended,
supplemented or otherwise modified from time to time" at the end thereof.

         (9) The definition of "Excess Net Additional Proceeds" in Section 1.1
of the Credit Agreement is hereby amended in its entirety as follows:

                  "'EXCESS NET ADDITIONAL PROCEEDS' means any remaining Net
     Additional Proceeds in excess of the sum of (i) the aggregate amount of
     mandatory prepayments required pursuant to Section 2.12(d)(ii)(A), (ii) the
     aggregate amount of any payments in connection with the redemption of the
     Floating Rate Subordinated Notes permitted to be made with Net Additional
     Proceeds pursuant to Section 6.4(a)(xiv), (iii) the aggregate amount of any
     repayments of Permitted Sponsor Subordinated Debt permitted to be made with
     Net Additional Proceeds pursuant to Section 6.4(a)(x), and (iv) $20,000,000
     (such $20,000,000 amount, or any lesser amount of Net Additional Proceeds
     remaining after application of the amounts referred to in clauses (i)
     through (iii), shall hereafter be referred to as the 'FIRST ACQUISITION
     BASKET')."

         (10) The definition of "Securities Account Agreement" in Section 1.1 of
the Credit Agreement is hereby amended by inserting ", as it may be amended,
supplemented or otherwise modified from time to time" at the end thereof.

         (11) The definition of "Subordinated Indebtedness" in Section 1.1 of
the Credit Agreement is hereby amended in its entirety as follows:

                  "'SUBORDINATED INDEBTEDNESS'" means (i) Indebtedness of any
     Credit Party under the Senior Subordinated Note Related Documents, (ii)
     Indebtedness of any Credit Party under any Permitted Sponsor Debt
     Agreement, (iii) Indebtedness of any Credit Party under the Additional
     Senior Subordinated Note Related Documents, (iv) Indebtedness of any Credit
     Party constituting unsecured Permitted Seller Debt, (v) Indebtedness of any
     Credit Party under the Floating Rate Subordinated Note Related Documents
     and (vi) any other subordinated Indebtedness of any Credit Party of any
     type."

         (12) The definition of "Subordinated Indentures" in Section 1.1 of the
Credit Agreement is hereby amended by inserting ", the Floating Rate
Subordinated Note Agreement" before the words "and the Additional" therein.

         (13) Section 2.2(a)(ii) of the Credit Agreement is hereby amended by
inserting "or Floating Rate Subordinated Notes" after the words "Additional
Senior Subordinated Notes" in clause (A)(x) of the proviso to the first sentence
thereof.

         (14) Section 2.12(d) of the Credit Agreement is hereby amended by
inserting the following as new paragraph (iii) thereof:

                                       3
<PAGE>

         "(iii) Borrower shall have the option, directly or through one or more
of its Included Subsidiaries, to make Permitted Acquisitions within 90 days of
each receipt of any Net Floating Rate Notes Proceeds with such Net Floating Rate
Notes Proceeds. Upon the expiration of such 90 days, Borrower shall prepay the
Loans as set forth in Section 2.13 in an aggregate amount equal to the excess,
if any, of (x) the total Net Floating Rate Notes Proceeds received from the
issuance of Floating Rate Subordinated Notes 90 days prior thereto over (y) the
amount of such Net Floating Rate Notes Proceeds that were actually used to
finance Permitted Acquisitions during such 90-day period."

         (15) Section 2.13(b)(iv) of the Credit Agreement is hereby amended by
inserting "or Section 2.12(d)(iii)" after "Section 2.12(d)(ii)" in the second
line thereof.

         (16) Section 4.2 of the Credit Agreement is hereby amended by adding
the following as a new paragraph (f) thereof:

                  "(f) Borrower has the limited liability company power and
     authority to issue the Floating Rate Subordinated Notes. The Floating Rate
     Subordinated Notes, when issued and paid for, will be the legally valid and
     binding obligations of Borrower, enforceable against Borrower in accordance
     with their respective terms, except as may be limited by bankruptcy,
     insolvency, reorganization, moratorium or similar laws relating to or
     limiting creditors' rights generally or by equitable principles relating to
     enforceability. The subordination provisions of the Floating Rate
     Subordinated Notes will be enforceable against the holders thereof and the
     Loans and all other monetary Obligations hereunder are and will be within
     the definition of 'Senior Indebtedness' included in such provisions. The
     Floating Rate Subordinated Notes, when issued and sold, will either have
     been registered or qualified under applicable federal and state securities
     laws or be exempt therefrom."

         (17) Section 6.1 of the Credit Agreement is hereby amended by (i)
inserting ", the Floating Rate Subordinated Notes" before the words "the
Additional Senior Subordinated Notes" in paragraph (i) thereof and (ii)
replacing clause (i) of paragraph (q) thereof in its entirety with the
following:

                  "(i) such Indebtedness (A) shall be unsecured and subordinated
     to the Obligations of Borrower hereunder on terms and conditions
     substantially the same as (and no less favorable to Lenders than) those
     applicable to the Senior Subordinated Notes, and such terms and conditions
     shall be otherwise reasonably satisfactory to Co-Agents, (B) shall mature
     no earlier than December 31, 2007, (C) shall contain other terms and
     conditions substantially the same as (and no less favorable to Lenders
     than) those applicable to the Senior Subordinated Notes, other than with
     respect to the interest rate thereon and the maturity thereof, and

                                       4
<PAGE>

     such terms and conditions shall be otherwise reasonably satisfactory to
     Co-Agents and (D) shall be issued simultaneously as part of one
     transaction,".

         (18) Section 6.1 of the Credit Agreement is further amended by
replacing clause (iv) of paragraph (q) thereof in its entirety with the
following:

                  "(iv) the Net Additional Proceeds shall be applied as follows:
     (A) first, Borrower shall make all mandatory prepayments required pursuant
     to Section 2.12(d)(ii)(A), (B) next, Borrower may redeem the Floating Rate
     Subordinated Notes to the extent permitted pursuant to Section 6.4(a)(xiv),
     (C) next, Borrower may repay Permitted Sponsor Subordinated Debt to the
     extent permitted pursuant to Section 6.4(a)(x), (D) next, Borrower may use
     up to $20,000,000 to make Permitted Acquisitions over a 180-day period (as
     such period may be extended by 60 days as set forth in Section 2.12(d)(ii),
     (E) next, Borrower shall make any mandatory prepayments required pursuant
     to Section 2.12(d)(ii)(B), (F) next, Borrower may use any remaining Net
     Additional Proceeds to make Permitted Acquisitions over a 180-day period
     (as such period may be extended by 60 days as set forth in Section
     2.12(d)(ii)), and (G) finally, to the extent that Borrower does not make
     Permitted Acquisitions as permitted during such 180-day period (as such
     period may be extended by 60 days as set forth in Section 2.12(d)(ii)),
     Borrower shall make the mandatory prepayments required pursuant to the last
     sentence of Section 2.12(d)(ii),".

         (19) Section 6.1 of the Credit Agreement is further amended by (i)
deleting the "and" at the end of paragraph (q) thereof, (ii) adding the word
"and" at the end of paragraph (r) thereof, and (iii) adding the following as new
paragraph (s) thereof:

                  "(s) Indebtedness of Borrower and Muzak Finance in respect of
     the Floating Rate Subordinated Notes in an aggregate original principal
     amount of up to $50,000,000, plus the principal amount of any additional
     Floating Rate Subordinated Notes issued as interest in the manner set forth
     in the term sheet which is attached hereto as Exhibit M, provided (i) such
     Indebtedness (A) shall be unsecured and subordinated to the Obligations of
     Borrower hereunder on terms and conditions substantially the same as (and
     no less favorable to Lenders than) those applicable to the Senior
     Subordinated Notes and such terms and conditions shall be otherwise
     reasonably satisfactory to Co-Agents and (B) shall be on substantially the
     same terms and conditions as set forth in the term sheet which is attached
     hereto as Exhibit M and such other terms and conditions as shall be
     reasonably satisfactory to Co-Agents, (ii) Borrower and its Subsidiaries
     shall be in compliance with Section 6.6 after giving effect to the proposed
     issuance of the Floating Rate Subordinated Notes on a Pro Forma Basis as of
     the most recently ended Fiscal Quarter for which a Compliance Certificate
     has been delivered pursuant to Section 5.1(d), (iii) the terms and
     conditions of the Floating Rate Subordinated Note Agreement shall be
     substantially the same as (and no less favorable to Lenders than) those of
     the Senior Subordinated Note Indenture and


                                       5
<PAGE>

     such terms and conditions shall be otherwise reasonably acceptable to
     Co-Agents, (iv) the Net Floating Rate Notes Proceeds shall be used to make
     Permitted Acquisitions over a 90-day period from the date of each issuance
     of Floating Rate Subordinated Notes; provided to the extent that Borrower
     does not make Permitted Acquisitions as permitted during such 90-day
     period, Borrower shall make the mandatory prepayments required pursuant to
     the last sentence of Section 2.12(d)(iii), (v) no Default or Event of
     Default shall have occurred or be continuing or would result from any such
     issuance, (vi) Borrower shall provide Co-Agents with no less than five
     Business Days' prior written notice of each proposed issuance of Floating
     Rate Subordinated Notes, which notice may be included in the draft proposed
     acquisition Compliance Certificate required to be delivered pursuant to
     clause (v) of the definition of Permitted Acquisition, and such notice
     shall set forth (A) the aggregate outstanding principal amount of Floating
     Rate Subordinated Notes, after giving effect to such proposed issuance, and
     (B) if such notice is included in a draft proposed acquisition Compliance
     Certificate, the amount of Net Floating Rate Notes Proceeds to be used to
     finance such proposed acquisition, as well any other source of financing
     for such proposed acquisition, (vii) commencing no less than ten Business
     Days in advance of each proposed issuance of Floating Rate Subordinated
     Notes, Borrower shall provide Co-Agents with drafts of all proposed
     Floating Rate Subordinated Note Related Documents not previously provided
     to Co-Agents and information in connection with such proposed issuance, and
     each such proposed Floating Rate Subordinated Note Related Document shall
     be in form and substance reasonably satisfactory to Co-Agents and (viii)
     Borrower shall deliver to Co-Agents execution copies of each Floating Rate
     Subordinated Note Related Document and all exhibits and schedules thereto
     prior to or as of the date of execution thereof (including, without
     limitation, copies of any opinions of counsel delivered to the parties in
     connection with such transaction, accompanied by a letter from each such
     counsel authorizing Lenders to rely upon such opinion to the same extent as
     though it were addressed to Lenders, except in the case of any such legal
     opinion rendered by counsel to any Person other than a Credit Party to the
     extent such counsel has refused to deliver such a letter on the basis that
     it is inconsistent with such counsel's internal policies);"

         (20) Section 6.4(a)(ii) of the Credit Agreement is hereby amended in
its entirety as follows:

                  "(ii) Borrower may make regularly scheduled payments of
     interest (which may include the payment of interest in additional notes in
     lieu of cash) in respect of the Senior Subordinated Notes, the Additional
     Senior Subordinated Notes and the Floating Rate Subordinated Notes in
     accordance with the terms of, and only to the extent required by, and
     subject to the subordination provisions contained in, each of the Senior
     Subordinated Note Indenture, the Additional Senior Subordinated Note
     Indenture and the Floating Rate Subordinated Note Agreement, as each such
     Indenture or Agreement may be amended from time to time to the extent
     permitted under Section 6.13;"

                                       6
<PAGE>

         (21) Section 6.4(a)(x) is hereby amended by replacing the "$50,000,000"
in clause (A) thereof with "the greater of (1) $50,000,000 and (2) the amount
required to (x) make all mandatory prepayments of Revolving Loans required
pursuant to Section 2.12(d)(ii)(A) and (y) redeem in full the outstanding
aggregate principal amount of Floating Rate Subordinated Notes, together with
all accrued and unpaid interest thereon".

         (22) Section 6.4(a) is hereby amended by (i) deleting the word "and" at
the end of clauses (ix) and (xii) thereof, (ii) replacing the period at the end
of clause (xiii) thereof with "; and" and (iii) inserting the following as new
clause (xiv) thereof:

                  "(xiv) Borrower may use Net Additional Proceeds to redeem the
     outstanding Floating Rate Subordinated Notes in an aggregate principal
     amount of up to $50,000,000, plus the principal amount of any additional
     Floating Rate Subordinated Notes issued as interest in the manner set forth
     in the term sheet which is attached hereto as Exhibit M, together with any
     accrued and unpaid cash interest thereon, provided that immediately prior
     thereto Borrower shall have made all mandatory prepayments of Revolving
     Loans required pursuant to Section 2.12(d)(ii)(A) in connection with such
     issuance of Additional Senior Subordinated Notes and Borrower shall have
     also made any prepayments required pursuant to Section 2.12(d)(iii) in
     connection with any issuance of Floating Rate Subordinated Notes."

         (23) Section 6.7(f) of the Credit Agreement is hereby amended by
replacing "then the consideration for all such acquisitions" in clauses (i) and
(ii) thereof with "then the cash consideration paid for all such acquisitions".

         (24) Section 6.7(f)(iii) of the Credit Agreement is hereby amended in
its entirety as follows:

                  "(iii) in any fiscal year after 1999, the aggregate
     consideration for all acquisitions in such fiscal year shall constitute no
     more than an amount equal to the sum of (A) $25,000,000, (B) an amount
     equal to the Net Floating Rate Notes Proceeds in connection with any
     issuance of Floating Rate Subordinated Notes during such fiscal year, (C)
     an amount equal to the Net Additional Proceeds in connection with any
     issuance of Additional Senior Subordinated Notes during such fiscal year
     less an amount equal to the sum of (x) the amount of any repayment of
     Permitted Sponsor Subordinated Debt made with such proceeds during such
     fiscal year and (y) an amount equal to the aggregate Net Floating Rate
     Notes Proceeds in connection with any issuance of Floating Rate
     Subordinated Notes, (D) an amount equal to the net proceeds of any New
     Tranche B Term Loans made to Borrower during such fiscal year, (E) an
     amount equal to the net proceeds of any Permitted Sponsor Subordinated Debt
     issued to Borrower or

                                       7
<PAGE>

     Holdings during such fiscal year and (F) an amount equal to the Preferred
     Stock Proceeds in connection with any issuance of Holdings Preferred Stock
     during such fiscal year less the amount of any repayment of Permitted
     Sponsor Subordinated Debt made with such proceeds during such fiscal year,
     and"

         (25) Section 6.13(c) of the Credit Agreement is hereby amended in its
entirety as follows:

                  "(c) Borrower shall not designate any Indebtedness as
     "DESIGNATED SENIOR INDEBTEDNESS" or its equivalent (as defined or used in
     the Senior Subordinated Note Indenture, the Additional Senior Subordinated
     Note Indenture or the Floating Rate Subordinated Note Agreement) for
     purposes of any of the Senior Subordinated Note Agreement, the Additional
     Senior Subordinated Note Indenture or the Floating Rate Subordinated Note
     Agreement, in any such case, without the prior written consent of Requisite
     Lenders."

         (26) Section 6.15 of the Credit Agreement is hereby amended by
inserting the following in the parenthetical phrase in clause (e) thereof ", any
Floating Rate Subordinated Note Related Documents" before the words "and any
Additional Senior Subordinated Note Related Documents".

         (a) The Credit Agreement is hereby amended by adding the term sheet
which is attached hereto as Annex A as Exhibit M to the Credit Agreement.

         2. Effectiveness. This Amendment shall not be effective until such time
as (a) the Credit Parties, Administrative Agent, Issuing Bank and as many
Lenders as may be necessary to comprise the Third Amendment Requisite Lenders
(as hereafter defined) shall have indicated their consent by the execution and
delivery of the signature pages hereof to Administrative Agent and (b) Borrower
shall have paid all accrued costs, fees and expenses of each Agent in connection
with this Amendment, including, without limitation, all accrued fees and
expenses of counsel to Agents. The "Third Amendment Requisite Lenders" shall
mean the following Lenders: (i) Requisite Lenders and (ii) Requisite Class
Lenders having more than 50% of the sum of the aggregate Revolving Exposure and
the aggregate Tranche A Term Loan Exposure of all Lenders.

         3. Representations and Warranties of Each Credit Party. Each Credit
Party hereby represents and warrants to the Administrative Agent and the Lenders
that:

         (1) the execution, delivery and performance of this Amendment have been
duly authorized by all necessary action on the part of each Credit Party. The
execution, delivery and performance by each Credit Party of this Amendment and
the consummation of the transactions contemplated by this Amendment do not and
will not (a) violate any provision of any law or governmental rule or regulation
applicable to such Credit Party, the Organizational Documents of such Credit
Party, or any order, judgment or decree of any court or other agency of
governmental binding on any Credit Party, (b)

                                       8
<PAGE>

conflict with, result in a breach of or constitute (with due notice or lapse of
time or both) a default under any Contractual Obligation of any Credit Party
(including, without limitation, the Senior Subordinated Note Indenture), (c)
result in or require the creation or imposition of any Lien upon any of the
properties or assets of any Credit Party or any of its Subsidiaries, or (d)
require the approval of members of any Credit Party or any approval or consent
of any Person under any Contractual Obligation, except for such approvals or
consents which will be obtained on or before the date hereof and disclosed in
writing to the Lenders and except for any such approvals or consents the failure
of which to obtain will not have a Material Adverse Effect;

         (2) this Amendment and each Credit Document has been duly executed and
delivered by each Credit Party and is the legally valid and binding obligation
of such Credit Party, enforceable against such Credit Party in accordance with
its respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability;

         (3) on or as of the date hereof, and both before and after giving
effect to this Amendment and the transactions contemplated hereunder, no Default
or Event of Default has occurred and is continuing; and

         (4) the representations and warranties of each Credit Party contained
in the Credit Agreement and the Credit Documents are true and correct on and as
of the date hereof as if made on and as of the date hereof, except to the extent
such representations and warranties expressly relate to a specific date.

         4. Acknowledgments and Covenants of Each Credit Party. Each Credit
Party hereby (a) reaffirms and admits the validity and enforceability of the
Credit Agreement and the other Credit Documents and all of its obligations
thereunder, (b) agrees and admits that it has no defenses to or offsets against
any of its obligations to the Administrative Agent or any Lender under the
Credit Documents, and (c) agrees to pay all of expenses of the Co-Agents
(including counsel fees and disbursements) incurred in connection with the
preparation, negotiation and completion of this Amendment.

         5. Status of Credit Documents. This Amendment is limited solely for the
purposes and to the extent expressly set forth herein, and, except as expressly
modified hereby, the terms, provisions and conditions of the Credit Documents
and the Liens granted thereunder shall continue in full force and effect and are
hereby ratified and confirmed in all respects.

         6. Counterparts. This Amendment may be executed in any number of
counterparts all of which, taken together, shall constitute one Amendment. In
making proof of this Amendment, it shall only be necessary to produce the
counterpart executed and delivered by the party to be charged.

                                       9
<PAGE>

         7. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICT OF LAWS PRINCIPLES THEREOF.


                                       10
<PAGE>



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

                                            MUZAK LLC

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-1
<PAGE>



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


                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-2
<PAGE>



                                            GOLDMAN SACHS CREDIT PARTNERS L.P.,
                                            as Syndication Agent and a Lender


                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-3
<PAGE>



                                            BANKBOSTON, N.A., as Issuing Bank
                                            and a Lender

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-4
<PAGE>



                                            MAGNETITE ASSET INVESTORS LLC

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-5
<PAGE>



                                            COAST BUSINESS CREDIT, a division of
                                            SOUTHERN PACIFIC BANK

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-6
<PAGE>



                                            KZH CNC LLC

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-7
<PAGE>



                                            NORTH AMERICAN SENIOR FLOATING RATE
                                            FUND

                                            By: CypressTree Investment
                                            Management Company, Inc. as
                                            Portfolio Manager

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-8
<PAGE>



                                            CYPRESSTREE SENIOR FLOATING RATE
                                            FUND

                                            By: CypressTree Investment
                                            Management Company, Inc. as
                                            Portfolio Manager

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-9
<PAGE>



                                            KZH CYPRESSTREE-1 LLC

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________





                                      S-10
<PAGE>


                                           CYPRESSTREE INVESTMENT FUND, LLC

                                           By: CypressTree Investment Management
                                           Company, Inc. its Managing Member

                                           By:_____________________________
                                           Name:___________________________
                                           Title:____________________________




                                      S-11
<PAGE>

                                            CYPRESSTREE INVESTMENT PARTNERS I,
                                            LTD.

                                            By: CypressTree Investment
                                            Management Company, Inc. as
                                            Portfolio Manager

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-12
<PAGE>



                                            CYPRESSTREE INSTITUTIONAL FUND, LLC
                                            By: CypressTree Investment
                                            Management Company, Inc. its
                                            Managing Member

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-13
<PAGE>



                                            CYPRESSTREE INVESTMENT MANAGEMENT
                                            COMPANY, INC.

                                            As: Attorney-in-Fact and on behalf
                                            of First Allmerica Financial Life
                                            Insurance Company as Portfolio
                                            Manager

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-14
<PAGE>



                                            FREMONT INVESTMENT & LOAN

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-15
<PAGE>


                                            MERRILL LYNCH SENIOR FLOATING RATE
                                            FUND, INC.

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-16
<PAGE>



                                            MERRILL LYNCH SENIOR FLOATING RATE
                                            FUND II, INC.

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-17
<PAGE>

                                            MERRILL LYNCH PRIME RATE PORTFOLIO
                                            By: Merrill Lynch Asset Management,
                                            L.P., as Investment Advisor

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________



                                      S-18
<PAGE>



                                            WINGED FOOT FUNDING TRUST

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-19
<PAGE>



                                            NEW YORK LIFE INSURANCE COMPANY

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-20
<PAGE>



                                            SANKATY ADVISORS, INC., as
                                            Collateral Manager for GREAT POINT
                                            CLO 1999-1 LTD.

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________





                                      S-21
<PAGE>



                                            SAWGRASS TRADING LLC

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________





                                      S-22
<PAGE>



                                            SRF TRADING, INC.

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________









                                      S-23
<PAGE>



                                            STEIN, ROE AND FARNHAM CLO I

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-24
<PAGE>



                                            THE TORONTO-DOMINION BANK

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________




                                      S-25
<PAGE>



                                            VAN KAMPEN PRIME RATE INCOME TRUST

                                            By:_____________________________
                                            Name:___________________________
                                            Title:____________________________





                                      S-26
<PAGE>

By signing below, the Guarantors (w) ratify and reaffirm the Credit Documents to
which they are a party, (x) acknowledge this Amendment and (y) agree and admit
that they have no defenses or offsets against any of their obligations to the
Administrative Agent or any Lender under the Credit Documents.

MUZAK HOLDINGS LLC                                   AUDIO ENVIRONMENTS, INC.

By:_____________________________            By:__________________________
Name:___________________________            Name:_______________________
Title:____________________________          Title:________________________

MUZAK CAPITAL CORPORATION                   BACKGROUND MUSIC
                                            BROADCASTERS, INC.
By:_____________________________
Name:___________________________            By:__________________________
Title:____________________________          Name:_______________________
                                            Title:________________________
MLP ENVIRONMENTAL MUSIC, LLC

By:_____________________________
Name:___________________________
Title:____________________________

ELECTRO-SYSTEMS CORPORATION

By:_____________________________
Name:___________________________
Title:____________________________

BUSINESS SOUND, INC.

By:_____________________________
Name:___________________________
Title:____________________________

BI ACQUISITION, LLC

By:_____________________________
Name:___________________________
Title:____________________________



                                      S-27