EXECUTION COPY



                                  $150,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                            Dated as of June 26, 2001

                                      Among

                              KEY3MEDIA GROUP, INC.
                                   as Borrower

                                       and

                        THE INITIAL LENDERS NAMED HEREIN
                               as Initial Lenders

                                       and

                           THE GUARANTORS NAMED HEREIN
                                  as Guarantors

                                       and

                       MORGAN STANLEY SENIOR FUNDING, INC.
                   as Sole Lead Arranger and Sole Book-Runner

                                       and

                       MORGAN STANLEY SENIOR FUNDING, INC.
                             as Administrative Agent

                                       and

                        MORGAN STANLEY & CO. INCORPORATED
                               as Collateral Agent

                                       and

                              THE BANK OF NEW YORK
                              as Syndication Agent

                                       and

                                 UBS WARBURG LLC
                             as Documentation Agent



<PAGE>


                          T A B L E  O F  C O N T E N T S

<TABLE>
<CAPTION>
Section                                                                           Page

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS
<S>                                                                                 <C>
SECTION 1.01. Certain Defined Terms..................................................2
SECTION 1.02. Computation of Time Periods; Other Definitional Provisions............23
SECTION 1.03. Accounting Terms......................................................24

                                   ARTICLE II
           AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

SECTION 2.01. The Advances and Letters of Credit....................................24
SECTION 2.02. Making the Advances...................................................25
SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit....26
SECTION 2.04. Repayment of Advances.................................................27
SECTION 2.05. Termination or Reduction of the Commitments...........................28
SECTION 2.06. Prepayments...........................................................28
SECTION 2.07. Interest..............................................................30
SECTION 2.08. Fees..................................................................31
SECTION 2.09. Conversion of Advances................................................31
SECTION 2.10. Increased Costs, Etc..................................................32
SECTION 2.11. Payments and Computations.............................................33
SECTION 2.12. Taxes.................................................................34
SECTION 2.13. Sharing of Payments, Etc..............................................36
SECTION 2.14. Use of Proceeds.......................................................37
SECTION 2.15. Defaulting Lenders....................................................37
SECTION 2.16. Evidence of Debt......................................................39
SECTION 2.17. Increase in the Aggregate Commitments.................................39

                                   ARTICLE III
                              CONDITIONS OF LENDING

SECTION 3.01. Conditions Precedent to Initial Extension of Credit...................41
SECTION 3.02. Conditions Precedent to Each Borrowing................................44
SECTION 3.03. Determinations Under Section 3.01.....................................44

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Borrower........................44

                                    ARTICLE V
                            COVENANTS OF THE BORROWER

SECTION 5.01. Affirmative Covenants.................................................49
SECTION 5.02. Negative Covenants....................................................54
SECTION 5.03. Reporting Requirements................................................59
SECTION 5.04. Financial Covenants...................................................61

</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
                                   ARTICLE VI
                                EVENTS OF DEFAULT
<S>                                                                                 <C>
SECTION 6.01. Events of Default.....................................................62
SECTION 6.02. Actions in Respect of the Letters of Credit upon Default..............64

                                   ARTICLE VII
                                    GUARANTY

SECTION 7.01. Guaranty; Limitation of Liability.....................................64
SECTION 7.02. Guaranty Absolute.....................................................65
SECTION 7.03. Waivers and Acknowledgments...........................................66
SECTION 7.04. Subrogation...........................................................67
SECTION 7.05. Guaranty Supplements..................................................67
SECTION 7.06. Subordination.........................................................67
SECTION 7.07. Continuing Guaranty; Assignments......................................68

                                  ARTICLE VIII
                                   THE AGENTS

SECTION 8.01. Authorization and Action..............................................68
SECTION 8.02. Agents' Reliance, Etc.................................................69
SECTION 8.03. The Administrative Agent, the Syndication Agent and the
              Documentation Agent and Their Respective Affiliates...................69
SECTION 8.04. Lender Credit Decision................................................69
SECTION 8.05. Indemnification.......................................................69
SECTION 8.06. Successor Agents......................................................70
SECTION 8.07. Other Agents..........................................................71

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.01. Amendments, Etc.......................................................71
SECTION 9.02. Notices, Etc..........................................................72
SECTION 9.03. No Waiver; Remedies...................................................72
SECTION 9.04. Costs and Expenses....................................................72
SECTION 9.05. Right of Set-off......................................................74
SECTION 9.06. Binding Effect........................................................74
SECTION 9.07. Assignments and Participations........................................74
SECTION 9.08. Execution in Counterparts.............................................76
SECTION 9.09. Confidentiality.......................................................76
SECTION 9.10. No Liability of the Issuing Bank......................................77
SECTION 9.11. Release of Collateral.................................................77
SECTION 9.12. Jurisdiction, Etc.....................................................77
SECTION 9.13. Governing Law.........................................................78
SECTION 9.14. Waiver of Jury Trial..................................................78

</TABLE>

                                    SCHEDULES

Schedule I........ -  Commitments and Applicable Lending Offices
Schedule 4.01(b).. -  Subsidiaries
Schedule 4.01(d).. -  Authorizations, Approvals, Actions, Notices and Filings

                                       ii

<PAGE>

Schedule 4.01(f)  -    Disclosed Litigation
Schedule 4.01(o)  -    Plans, Multiemployer Plans and Welfare Plans
Schedule 4.01(p)  -    Environmental Disclosure
Schedule 4.01(q)  -    Open Years; Unpaid Tax Liabilities; Adjusted Tax Bases
Schedule 4.01(r)  -    Existing Debt
Schedule 4.01(s)  -    Surviving Debt
Schedule 4.01(t)  -    Liens
Schedule 4.01(u)  -    Owned Real Property
Schedule 4.01(v)  -    Investments
Schedule 4.01(w)  -    Intellectual Property


EXHIBITS

Exhibit A     -    Form of Note
Exhibit B     -    Form of Notice of Borrowing
Exhibit C     -    Form of Assignment and Acceptance
Exhibit D     -    Form of Security Agreement
Exhibit E          Intentionally Omitted
Exhibit F     -    Form of Solvency Certificate
Exhibit G     -    Form of Guaranty Supplement
Exhibit H     -    Form of Opinion of Sullivan & Cromwell
Exhibit I-1        Form of Standby Letter of Credit
Exhibit I-2        Form of Trade Letter of Credit


                                      iii

<PAGE>


                      AMENDED AND RESTATED CREDIT AGREEMENT

         AMENDED AND RESTATED CREDIT  AGREEMENT (this  "Agreement")  dated as of
June  26,  2001  among  Key3Media  Group,  Inc.,  a  Delaware  corporation  (the
"Borrower"),  any Person who becomes a Guarantor (as herein  defined)  after the
date hereof, the banks,  financial  institutions and other institutional lenders
listed on the  signature  pages  hereof as the  Initial  Lenders  (the  "Initial
Lenders"),  the bank listed on the signature pages hereof as the Initial Issuing
Bank (the  "Initial  Issuing  Bank";  together  with the  Initial  Lenders,  the
"Initial  Lender  Parties"),   Morgan  Stanley  Senior  Funding,  Inc.  ("Morgan
Stanley"),  as sole lead arranger and sole  book-runner  (the "Lead  Arranger"),
Morgan Stanley & Co. Incorporated ("MS&Co."), as collateral agent (together with
any  successor   collateral  agent  appointed  pursuant  to  Article  VIII,  the
"Collateral  Agent") for the Lender  Parties (as  hereinafter  defined),  Morgan
Stanley,  as  administrative  agent (together with any successor  administrative
agent appointed pursuant to Article VIII, the "Administrative  Agent"), The Bank
of New York, as syndication  agent (the  "Syndication  Agent"),  and UBS Warburg
LLC, as documentation  agent (the  "Documentation  Agent" and, together with the
Administrative  Agent,  the Collateral  Agent,  and the Syndication  Agent,  the
"Agents") for the Lender Parties.

PRELIMINARY STATEMENTS:

         (1) Key3Media Events, Inc., a Delaware corporation ("Key3Media Events")
and a wholly owned  subsidiary  of the Borrower,  entered  into, as borrower,  a
$380,000,000 Credit Agreement,  dated as of August 3, 2000 (the "Existing Credit
Agreement"),  with the lenders and guarantors named therein,  Morgan Stanley, as
lead  arranger,  sole book  runner and  administrative  agent,  and  MS&Co.,  as
collateral agent.

         (2) The Borrower issued  $75,000,000  face amount of zero coupon senior
debentures  (the  "Senior  Debentures")  dated as of August 18, 2000 between the
Borrower and the holders thereof.

         (3)  Simultaneously  with the Initial Extension of Credit, the Borrower
is  issuing  at  least  $250,000,000   aggregate   principal  amount  of  senior
subordinated unsecured debt securities (the "Subordinated Notes").

         (4) The Borrower has  requested  that the Lenders amend and restate the
Existing  Credit  Agreement  and lend to the  Borrower up to  $150,000,000  (the
"Senior Bank  Financing")  to be used,  together with the cash proceeds from the
issuance of the Subordinated Notes and cash on the balance sheet of the Borrower
on  the  Effective  Date  (as  hereinafter  defined),   (a)  to  refinance  (the
"Refinancing") the Existing Credit Agreement and the Senior  Debentures,  (b) to
pay transaction fees and expenses in connection with the Refinancing, and (c) to
provide for the ongoing working capital and other general corporate  purposes of
the Borrower and its Subsidiaries.

         (5) The Lenders have indicated  their  willingness to amend and restate
the Existing  Credit  Agreement and to agree to lend up to  $150,000,000  on the
terms and conditions of this Agreement.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
covenants and agreements  contained  herein,  the parties hereto hereby agree to
amend and restate the Existing Credit Agreement as follows:

<PAGE>


                                   ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

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

          "ADMINISTRATIVE  AGENT" has the  meaning  specified  in the recital of
     parties to this Agreement.

          "ADMINISTRATIVE   AGENT'S   ACCOUNT"   means   the   account   of  the
     Administrative  Agent as the Administrative  Agent shall specify in writing
     to the Lender Parties.

          "ADJUSTED  CONSOLIDATED  NET INCOME"  means,  for any period,  the net
     income (or loss) of the Borrower and its Restricted  Subsidiaries  for such
     period determined on a consolidated basis in conformity with GAAP; provided
     that  the  following   items  shall  be  excluded  in  computing   Adjusted
     Consolidated Net Income (without duplication):

          (1)  the net income (or loss) of any Person  that is not a  Restricted
               Subsidiary except in the case of such net income to the extent of
               the aggregate amount of cash actually  distributed by such Person
               during  such  period  to the  Borrower  or one of its  Restricted
               Subsidiaries as a dividend or other distribution (subject, in the
               case of dividend or other  distribution  to one of its Restricted
               Subsidiaries, to the limitations contained in (3) below);

          (2)  the net income (or loss) of any Person  acquired by the  Borrower
               or  any  of  its  Subsidiaries  for  any  period  prior  to  such
               acquisition;

          (3)  the net income of any  Restricted  Subsidiary  of the Borrower to
               the extent  that it is not  permitted  at that time to declare or
               pay such net income as  dividend  or other  distributions  by the
               operation  of  the  terms  of  its  charter  or  any   agreement,
               instrument,   judgment,   decree,   order,   statute,   rule   or
               governmental regulation applicable to such Restricted Subsidiary;

          (4)  any gains or losses (on an after-tax basis) attributable to sales
               of assets outside the ordinary course of business;

          (5)  the cumulative effect of a change in accounting principles;

          (6)  all extraordinary gains and extraordinary losses;

          (7)  any non-cash  compensation charges arising from compensation paid
               to the Borrower's employees;

          (8)  non-cash gains or losses resulting from  fluctuations in currency
               exchange rates; and

          (9)  the tax effect of any of the items listed above.

          "ADVANCE" means a Revolving Credit Advance, a Letter of Credit Advance
     or a Term Loan Advance, as applicable.

          "AFFILIATE" means, as to any Person,  any other Person that,  directly
     or indirectly,  controls,  is controlled by or is under common control with
     such

                                       2

<PAGE>


     Person or is a director  or officer of such  Person.  For  purposes of this
     definition,   the  term  "control"   (including  the  terms  "controlling",
     "controlled  by" and "under  common  control  with") of a Person  means the
     possession,  direct  or  indirect,  of the  power to vote 5% or more of the
     Voting  Interests of such Person or to direct or cause the direction of the
     management  and policies of such Person,  whether  through the ownership of
     Voting Interests, by contract or otherwise.

          "AGENTS"  has the meaning  specified in the recital of parties to this
     Agreement.

          "AGREEMENT  VALUE"  means,  for each Hedge  Agreement,  on any date of
     determination,  an amount determined by the Administrative  Agent equal to:
     (a) in the case of a Hedge  Agreement  documented  pursuant  to the  Master
     Agreement  (Multicurrency-Cross Border) published by the International Swap
     and Derivatives Association,  Inc. (the "MASTER AGREEMENT"), the amount, if
     any,  that  would be  payable  by any Loan  Party or any of its  Restricted
     Subsidiaries to its  counterparty to such Hedge  Agreement,  as if (i) such
     Hedge Agreement was being terminated  early on such date of  determination,
     (ii)  such  Loan  Party or  Restricted  Subsidiary  was the sole  "Affected
     Party", and (iii) the  Administrative  Agent was the sole party determining
     such   payment   amount   (with  the   Administrative   Agent  making  such
     determination  pursuant to the provisions of the form of Master Agreement);
     or (b) in  the  case  of a  Hedge  Agreement  traded  on an  exchange,  the
     mark-to-market value of such Hedge Agreement,  which will be the unrealized
     loss on such Hedge Agreement to the Loan Party or Restricted  Subsidiary of
     a Loan Party party to such Hedge Agreement determined by the Administrative
     Agent based on the settlement price of such Hedge Agreement on such date of
     determination,  or (c) in all other cases, the mark-to-market value of such
     Hedge Agreement,  which will be the unrealized loss on such Hedge Agreement
     to the Loan Party or  Restricted  Subsidiary  of a Loan Party party to such
     Hedge Agreement  determined by the  Administrative  Agent as the amount, if
     any, by which (i) the present  value of the future cash flows to be paid by
     such Loan Party or Restricted  Subsidiary exceeds (ii) the present value of
     the future  cash  flows to be  received  by such Loan  Party or  Restricted
     Subsidiary pursuant to such Hedge Agreement; capitalized terms and used and
     not otherwise defined in this definition shall have the respective meanings
     set forth in the above described Master Agreement.

          "APPLICABLE  LAW" means (a) all applicable  common laws and principles
     of  equity  and (b) all  applicable  provisions  of all (i)  constitutions,
     statutes,  rules,  regulations  and  orders of  governmental  bodies,  (ii)
     Governmental Approvals and (iii) orders,  decisions,  judgments and decrees
     of all courts (whether at law or in equity or admiralty) and arbitrators.

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

          "APPLICABLE  MARGIN" means,  at any time with respect to the Revolving
     Credit  Facility,  (a) for the period from the date hereof to the six-month
     anniversary  of  the  Effective  Date,  2.75%  per  annum  in the  case  of
     Eurodollar  Rate  Advances,  and  1.75%  per annum in the case of Base Rate
     Advances,  and  (b)  thereafter,  a  percentage  per  annum  determined  by
     reference to the Leverage Ratio as set forth below:


                                       3

<PAGE>


<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------
                                                                       EURODOLLAR RATE
LEVERAGE RATIO                                   BASE RATE ADVANCES        ADVANCES
---------------------------------------------------------------------------------------
<S>                                                      <C>                 <C>

Level I
less than 2.25: 1.0                                      1.00%                2.00%
---------------------------------------------------------------------------------------
Level II
greater than or equal to 2.25: 1.0 and less              1.375%               2.375%
than 2.50: 1.0
---------------------------------------------------------------------------------------
Level III
greater than or equal to 2.50: 1.0 and less              1.500%               2.500%
than 2.75: 1.0
---------------------------------------------------------------------------------------
Level IV
greater than or equal to  2.75: 1.0 and less             1.625%               2.625%
than 3:00: 1.0
---------------------------------------------------------------------------------------
Level V
greater than or equal to 3:00: 1.0 and less              1.750%               2.750%
than 3.25: 1.0
---------------------------------------------------------------------------------------
Level VI
greater than or equal to 3.25: 1.0 and less              1.875%               2.875%
than 3.50: 1.0
---------------------------------------------------------------------------------------
Level VII
greater than or equal to 3.50: 1.0 and less              2.000%               3.000%
than 3.75: 1.0
---------------------------------------------------------------------------------------
Level VIII
greater than or equal to 3.75: 1.0 and less              2.125%               3.125%
than 4.00: 1.0
---------------------------------------------------------------------------------------
Level IX
Greater than or equal to 4.00: 1.0                       2.250%               3.250%
---------------------------------------------------------------------------------------
</TABLE>

     For the  purposes  of clause  (b)  above,  the  Applicable  Margin for each
     Advance shall be  determined  by reference to the Leverage  Ratio in effect
     from time to time; provided,  however, that (A) no change in the Applicable
     Margin shall be effective until three Business Days after the date on which
     the Administrative  Agent received the financial  statements required to be
     delivered  pursuant  to Section  5.03(b) or (c),  as the case may be, and a
     certificate of the Chief  Financial  Officer of the Borrower  demonstrating
     such Leverage Ratio and (B) the Applicable  Margin shall be at Level IX for
     so long as the Borrower has not submitted to the  Administrative  Agent the
     information  described in clause (A) of this  proviso as and when  required
     under Section 5.03(b) or (c), as the case may be.

          "APPLICABLE PERCENTAGE" means (a) during the period from the Effective
     Date until the six-month anniversary of the Effective Date, 0.75% per annum
     and (b) thereafter,  a percentage per annum  determined by reference to the
     Leverage Ratio as set forth below:

                                       4

<PAGE>


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
LEVERAGE RATIO                                                COMMITMENT FEE
--------------------------------------------------------------------------------------------------
                                          LESS THAN 50% OF THE        50% OR MORE OF THE
                                          REVOLVING CREDIT FACILITY   REVOLVING CREDIT FACILITY
                                          IS  OUTSTANDING             IS OUTSTANDING
--------------------------------------------------------------------------------------------------
<S>                                                 <C>                         <C>

Level I                                             0.625%                      0.375%
-------
less than 2.25: 1.0
--------------------------------------------------------------------------------------------------
Level II                                            0.750%                       0.50%
--------
greater than or equal to 2.25: 1.0
--------------------------------------------------------------------------------------------------
</TABLE>

     The Applicable  Percentage shall be determined by reference to the Leverage
     Ratio in effect from time to time; provided, however, that (A) no change in
     the  Applicable  Percentage  shall be effective  until three  Business Days
     after the date on which the  Administrative  Agent  receives the  financial
     statements  required to be delivered pursuant to Section 5.03(b) or (c), as
     the case may be, and a certificate  of the Chief  Financial  Officer of the
     Borrower   demonstrating   such  Leverage  Ratio  and  (B)  the  Applicable
     Percentage  shall  be at  Level  II for so  long  as the  Borrower  has not
     submitted to the Administrative  Agent the information  described in clause
     (A) of this proviso as and when required  under Section  5.03(b) or (c), as
     the case may be.

          "APPROPRIATE  LENDER" means,  at any time,  with respect to (a) any of
     the Term Loan Facilities or the Revolving  Credit  Facility,  a Lender that
     has a  Commitment  with  respect to such  Facility at such time and (b) the
     Letter  of  Credit  Facility,  (i) the  Issuing  Bank and (ii) if the other
     Revolving  Credit Lenders have made Letter of Credit  Advances  pursuant to
     Section  2.03(c)  that  are  outstanding  at such  time,  each  such  other
     Revolving Credit Lender.

          "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
     into  by  a  Lender  and  an  Eligible   Assignee,   and  accepted  by  the
     Administrative  Agent, in accordance with Section 9.07 and in substantially
     the form of Exhibit C hereto.

          "ASSUMING LENDER" has the meaning specified in Section 2.17(d).

          "ASSUMPTION AGREEMENT" has the meaning specified in Section 2.17(d).

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

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

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

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

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

          "BASE RATE  ADVANCE"  means an Advance  that  bears  interest  as
      provided in Section 2.07(a)(i).

          "BORROWER" has the meaning specified in the recital of parties to this
      Agreement.

                                       5

<PAGE>

          "BORROWER'S ACCOUNT" means the account of the Borrower as the Borrower
      shall specify in writing to the Administrative Agent.

          "BORROWING"  means a borrowing  consisting  of  simultaneous  Advances
      under the same Facility of the same Type made by the Appropriate Lenders.

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

          "CAPITAL  EXPENDITURES"  means, for any Person for any period, the sum
      of,  without   duplication,   (a)  all  expenditures  made,   directly  or
      indirectly,  by such Person or any of its Restricted  Subsidiaries  during
      such period for equipment, fixed assets, real property or improvements, or
      for replacements or substitutions therefor or additions thereto, that have
      been or should be, in  accordance  with GAAP,  reflected  as  additions to
      property,  plant or  equipment  on a  Consolidated  balance  sheet of such
      Person or have a useful life of more than one year plus (b) the  aggregate
      principal  amount of all Debt  (including  Obligations  under  Capitalized
      Leases) assumed or incurred in connection with any such expenditures.  For
      purposes of this  definition,  the  purchase  price of  equipment  that is
      purchased  simultaneously  with the trade-in of existing equipment or with
      insurance  proceeds shall be included in Capital  Expenditures only to the
      extent of the gross amount of such purchase  price less the credit granted
      by the seller of such equipment for the equipment  being traded in at such
      time or the amount of such proceeds, as the case may be.

          "CAPITALIZED  LEASES" means all leases that have been or should be, in
      accordance with GAAP, recorded as capitalized leases.

          "CASH EQUIVALENTS" means any of the following,  to the extent owned by
      the Borrower or any of its Restricted  Subsidiaries  free and clear of all
      Liens other than Liens created under the Collateral Documents and having a
      maturity  of not  greater  than  180 days  from  the  date of  acquisition
      thereof:  (a) readily  marketable direct  obligations of the Government of
      the United States or any agency or instrumentality  thereof or obligations
      unconditionally  guaranteed by the full faith and credit of the Government
      of the  United  States,  (b)  insured  certificates  of deposit of or time
      deposits  with any  commercial  bank  that is a Lender  or a member of the
      Federal Reserve System,  issues (or the parent of which issues) commercial
      paper rated as described in clause (c) below,  is organized under the laws
      of the United  States or any State  thereof and has  combined  capital and
      surplus  of at least $1 billion or (c)  commercial  paper in an  aggregate
      amount of no more than $5  million  per  issuer  outstanding  at any time,
      issued  by any  corporation  organized  under the laws of any State of the
      United States and rated at least "Prime-1" (or the then equivalent  grade)
      by Moody's or "A-1" (or the then equivalent grade) by S&P.

          "CERCLA" means the Comprehensive Environmental Response,  Compensation
      and Liability Act of 1980, as amended from time to time.

          "CERCLIS" means the Comprehensive Environmental Response, Compensation
      and Liability  Information  System  maintained  by the U.S.  Environmental
      Protection Agency.

          "CFC"  means an entity that is a  controlled  foreign  corporation  as
      defined in Section 957 of the Internal Revenue Code.

          "CHANGE OF CONTROL" means the occurrence of any of the following:  (a)
      any Person or two or more Persons acting in concert,  other than Softbank,
      shall have acquired beneficial ownership (within the meaning of Rule 13d-3
      of the Securities and Exchange  Commission  under

                                       6

<PAGE>


     the Securities  Exchange Act of 1934),  directly or  indirectly,  of Voting
     Interests of the Borrower (or other securities convertible into such Voting
     Interests)  representing  30% or more of the  combined  voting power of all
     Voting  Interests  of the  Borrower;  or (b)  during any period of up to 24
     consecutive months,  commencing before or after the date of this Agreement,
     individuals  who at the beginning of such 24-month period were directors of
     the Borrower  (together with any new directors whose election by such board
     of  directors  was  approved by a majority of the  directors  then still in
     office  who were  entitled  to vote to elect  such new  directors  and were
     either  directors at the beginning of such period or Persons whose election
     as directors  was  previously  so  approved)  shall cease for any reason to
     constitute a majority of the board of directors of the Borrower; or (c) any
     Person or two or more Persons acting in concert, other than Softbank, shall
     have acquired by contract or otherwise that, upon consummation, will result
     in its or their acquisition of power to exercise, directly or indirectly, a
     controlling  influence over the management or control over Voting Interests
     of  the  Borrower  (or  other  securities   convertible  into  such  Voting
     Interests)  representing  30% or more of the  combined  voting power of all
     Voting Interests of the Borrower.

          "COLLATERAL"  means all  "Collateral"  referred  to in the  Collateral
      Documents  and all other  property that is or is intended to be subject to
      any Lien in favor of the  Collateral  Agent for the benefit of the Secured
      Parties.

          "COLLATERAL AGENT" has the meaning specified in the recital of parties
      to this Agreement.

          "COLLATERAL DOCUMENTS" means the Security Agreement, the Mortgages (if
      any) executed  after the date of this  Agreement  and any other  agreement
      that creates or purports to create a Lien in favor of the Collateral Agent
      for the benefit of the Secured Parties.

          "COMDEX/FALL TRADE SHOW" means each "COMDEX/Fall  tradeshow",  as more
      particularly described in Amendment No. 4 to the Borrower's Form S 1 filed
      with the Securities and Exchange Commission on August 8, 2000.

          "COMMITMENT"  means  a  commitment  under  a  Term  Loan  Facility,  a
      Revolving  Credit  Commitment  or  a  Letter  of  Credit  Commitment,   as
      applicable.

          "COMMITMENT DATE" has the meaning specified in Section 2.17(b).

          "COMMITMENT INCREASE" has the meaning specified in Section 2.17(a).

          "CONFIDENTIAL  INFORMATION"  means  information  that any  Loan  Party
      furnishes to any Agent or any Lender Party on a  confidential  basis,  but
      does  not  include  any  such  information  that is or  becomes  generally
      available  to the public  other than as a result of a breach by such Agent
      or any Lender  Party of its  obligations  hereunder  or that is or becomes
      available  to such Agent or such Lender Party from a source other than the
      Loan  Parties  that is not,  to the best of such  Agent's  or such  Lender
      Party's knowledge,  acting in violation of a confidential agreement with a
      Loan Party.

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

          "CONSOLIDATED EBITDA" means, for any period, Adjusted Consolidated Net
      Income for such period plus,  to the extent any of the  following  amounts
      were deducted in calculating such Adjusted Consolidated Net Income:

          (1) Consolidated Interest Expense,

          (2) income taxes,

                                       7

<PAGE>


          (3) depreciation expense,

          (4) amortization expense,

          (5)  all other  non-cash  items  reducing  Adjusted  Consolidated  Net
               Income  (excluding  any such  non-cash  charge  to the  extent it
               represents  an  accrual  of or  reserve  for cash  charges in any
               future period), and

          (6)  any non-capitalized transaction costs incurred in connection with
               actual,   proposed  or  abandoned  financings,   acquisitions  or
               divestitures;

      minus any non-cash  items that increased  such Adjusted  Consolidated  Net
      Income  (excluding  any such non-cash item to the extent it represents the
      reversal  of an accrual or reserve  for  anticipated  cash  charges in any
      prior  period)  and plus or minus,  any  Consolidated  EBITDA  Adjustments
      applicable to such period;  provided that, if any tradeshow or event which
      represented  (positively  or  negatively)  5% or more of the  Consolidated
      EBITDA for the prior  fiscal year occurs  twice in any four  quarters  for
      which  Consolidated  EBITDA is being calculated,  the Consolidated  EBITDA
      from one of those two  occurrences  shall be  excluded  from  Consolidated
      EBITDA, as determined by an officer of the Borrower.  Notwithstanding  the
      foregoing,  if  only  a  portion  of the  net  income  of  any  Restricted
      Subsidiary  of the  Borrower  is included  in  Adjusted  Consolidated  Net
      Income,  then  only  the  same  portion  of the  items  relating  to  that
      Restricted  Subsidiary that are required to be added to or subtracted from
      Adjusted Net Income to determine  Consolidated EBITDA shall be so added or
      subtracted.

          "CONSOLIDATED  EBITDA  ADJUSTMENT"  means, with respect to any quarter
      included  in any four  quarters  for  which  Consolidated  EBITDA is being
      calculated (the "Current Quarter"), the amount of Consolidated EBITDA gain
      or loss  contributed  by any  tradeshow  or  event  that  was  held in the
      corresponding   quarter  in  the  prior  fiscal  year  which   represented
      (positively or negatively) 5% or more of the Consolidated  EBITDA for such
      prior  fiscal  year and that did not occur  during the four  quarters  for
      which Consolidated EBITDA is being calculated but is scheduled to occur in
      any of the following three quarters.

          "CONSOLIDATED  INTEREST EXPENSE" means, for any period,  the aggregate
      amount of interest in respect of Debt of the Borrower  and its  Restricted
      Subsidiaries  during such period  determined in  accordance  with GAAP and
      after  giving  effect to any net  payments  made or received by them under
      Hedge Agreements, including without limitation (whether or not required by
      GAAP):

          (1) amortization of original issue discount on any Debt,

          (2) the interest portion of any deferred payment obligation,

          (3)  all  commissions,  discounts and other fees and charges owed with
               respect to letters of credit and bankers' acceptance financing,

          (4)  the net costs of Hedge Agreements,

          (5)  interest  actually paid by the Borrower or any of its  Restricted
               Subsidiaries  under any Guarantee of any Debt of any Person other
               than the Borrower or any of its Restricted Subsidiaries, and

          (6)  the  interest   component  of  rental   payments  in  respect  of
               Capitalized Lease Obligations.

                                       8

<PAGE>


          Notwithstanding the foregoing:

               (A)  if  only a  portion  of the  net  income  of any  Restricted
                    Subsidiary   of  the   Borrower   is  included  in  Adjusted
                    Consolidated  Net Income,  then only the same portion of the
                    interest  expense  of the  Restricted  Subsidiary  shall  be
                    included in calculating Consolidated Interest Expense,

               (B)  any  premiums,  fees  and  expenses  (and  any  amortization
                    thereof)  payable in  connection  with the  offering  of the
                    Subordinated  Notes shall be excluded from the definition of
                    Consolidated Interest Expense;

               (C)  any write-off of financing fees with respect to the Existing
                    Credit  Agreement or any loss on the early retirement of the
                    Senior  Debentures  or any  similar  write-off  or  loss  in
                    connection with the  Refinancing  shall be excluded from the
                    definition of Consolidated Interest Expense.

          "CONTINGENT  OBLIGATION"  means,  with  respect  to  any  Person,  any
      Obligation  or  arrangement  of such  Person to  guarantee  or intended to
      guarantee  any  Debt,  leases,  dividends  or  other  payment  Obligations
      ("PRIMARY OBLIGATIONS") of any other Person (the "PRIMARY OBLIGOR") in any
      manner, whether directly or indirectly, including, without limitation, (a)
      the direct or indirect  guarantee,  endorsement (other than for collection
      or deposit in the ordinary  course of  business),  co-making,  discounting
      with recourse or sale with recourse by such Person of the  Obligation of a
      primary  obligor,  (b) the  Obligation  to  make  take-or-pay  or  similar
      payments, if required,  regardless of nonperformance by any other party or
      parties to an agreement or (c) any  Obligation of such Person,  whether or
      not  contingent,  (i) to  purchase  any  such  primary  obligation  or any
      property  constituting  direct  or  indirect  security  therefor,  (ii) to
      advance  or  supply  funds (A) for the  purchase  or  payment  of any such
      primary obligation or (B) to maintain working capital or equity capital of
      the primary  obligor or otherwise to maintain the net worth or solvency of
      the primary obligor,  (iii) to purchase  property,  assets,  securities or
      services  primarily  for the  purpose  of  assuring  the owner of any such
      primary  obligation of the ability of the primary  obligor to make payment
      of such primary  obligation  or (iv)  otherwise to assure or hold harmless
      the holder of such primary obligation against loss in respect thereof. The
      amount of any Contingent  Obligation shall be deemed to be an amount equal
      to the stated or determinable  amount of the primary obligation in respect
      of which such  Contingent  Obligation  is made (or,  if less,  the maximum
      amount of such  primary  obligation  for which  such  Person may be liable
      pursuant  to  the  terms  of the  instrument  evidencing  such  Contingent
      Obligation)  or, if not stated or  determinable,  the  maximum  reasonably
      anticipated liability in respect thereof (assuming such Person is required
      to perform thereunder), as determined by such Person in good faith.

          "CONTRACT" means (a) any agreement (whether bilateral or unilateral or
      executing  or  non-executing  and  whether  a Person  entitled  to  rights
      thereunder  is so  entitled  directly  or as a  third-party  beneficiary),
      including an indenture, lease or license, (b) any deed or other instrument
      of conveyance, (c) any certificate of incorporation or charter and (d) any
      by-law.

          "CONVERSION",  "CONVERT" and "CONVERTED" each refer to a conversion of
      Advances of one Type into  Advances of the other Type  pursuant to Section
      2.09 or 2.10.

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

                                       9

<PAGE>


          "CURRENT  LIABILITIES" of any Person means (a) all Debt of such Person
      that by its terms is payable  on demand or  matures  within one year after
      the date of determination (excluding any Debt renewable or extendible,  at
      the option of such Person,  to a date more than one year from such date or
      arising under a revolving  credit or similar  agreement that obligates the
      lender or lenders to extend  credit  during a period of more than one year
      from such date), (b) all amounts of Funded Debt of such Person required to
      be paid or prepaid within one year after such date and (c) all other items
      (including  taxes accrued as estimated) that in accordance with GAAP would
      be classified as current liabilities of such Person.

          "DEBT" of any  Person  means,  without  duplication  for  purposes  of
      calculating  financial  ratios,  (a) all  indebtedness  of such Person for
      borrowed  money,  (b) all  Obligations  of such  Person  for the  deferred
      purchase  price of  property or services  (other than trade  payables  not
      overdue  by more  than 60 days  incurred  in the  ordinary  course of such
      Person's business), (c) all Obligations of such Person evidenced by notes,
      bonds,  debentures or other similar  instruments,  (d) all  Obligations of
      such Person created or arising under any  conditional  sale or other title
      retention agreement with respect to property acquired by such Person (even
      though  the  rights  and  remedies  of the  seller  or lender  under  such
      agreement in the event of default are limited to  repossession  or sale of
      such  property),  (e) all  Obligations  of such  Person  as  lessee  under
      Capitalized  Leases,  (f) all Obligations of such Person under acceptance,
      letter of credit or similar  facilities,  excluding  for the  purposes  of
      Section  6.01(e) only, any  Obligations of such Person under or in respect
      of Trade Letters of Credit entered into in the ordinary course of business
      and  which  are  not  overdue  by  more  than 60  days,  (g)  all  payment
      Obligations  of such  Person  to  purchase,  redeem,  retire,  defease  or
      otherwise  make any  payment in respect  of any Equity  Interests  in such
      Person or any other Person or any  warrants,  rights or options to acquire
      such capital stock, in each case prior to the Termination Date, valued, in
      the  case  of  Redeemable  Preferred  Interests,  at  the  greater  of its
      voluntary or involuntary  liquidation  preference  plus accrued and unpaid
      dividends,  (h) all  Obligations  of  such  Person  in  respect  of  Hedge
      Agreements,  valued at the Agreement  Value  thereof,  (i) all  Contingent
      Obligations  of such Person in respect of Debt  referred to in clauses (a)
      through  (h)  above or  clause  (j) below of  another  Person  and (j) all
      indebtedness  and other  payment  Obligations  referred  to in clauses (a)
      through (i) above of another Person secured by (or for which the holder of
      such Debt has an existing  right,  contingent or otherwise,  to be secured
      by) any Lien on property  (including,  without  limitation,  accounts  and
      contract  rights)  owned by such  Person,  even though such Person has not
      assumed or become  liable for the  payment of such  indebtedness  or other
      payment Obligations.

          "DEBT FOR  BORROWED  MONEY" of any  Person  means all items  that,  in
      accordance   with  GAAP,   would  be  classified  as   indebtedness  on  a
      Consolidated balance sheet of such Person.

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

          "DEFAULTED  ADVANCE"  means,  with  respect to any Lender Party at any
      time, the portion of any Advance  required to be made by such Lender Party
      to the Borrower  pursuant to Section 2.01 or 2.02 at or prior to such time
      which  has not been  made by such  Lender  Party or by the  Administrative
      Agent for the account of such Lender Party pursuant to Section  2.02(d) as
      of such time. In the event that a portion of a Defaulted  Advance shall be
      deemed made pursuant to Section  2.15(a),  the  remaining  portion of such
      Defaulted  Advance  shall be  considered  a Defaulted  Advance  originally
      required  to be made  pursuant  to  Section  2.01 on the same  date as the
      Defaulted Advance so deemed made in part.

          "DEFAULTED  AMOUNT"  means,  with  respect to any Lender  Party at any
      time, any amount  required to be paid by such Lender Party to any Agent or
      any other  Lender Party  hereunder or under any other Loan  Document at or
      prior to such time which has not been so paid as of such time,  including,
      without limitation, any amount required to be paid by such

                                       10


<PAGE>


      Lender  Party to (a) the  Issuing  Bank  pursuant  to  Section  2.03(c) to
      purchase a portion of a Letter of Credit Advance made by the Issuing Bank,
      (b) the Administrative  Agent pursuant to Section 2.02(d) to reimburse the
      Administrative   Agent  for  the  amount  of  any  Advance   made  by  the
      Administrative  Agent for the account of such Lender Party,  (c) any other
      Lender Party  pursuant to Section 2.13 to purchase  any  participation  in
      Advances owing to such other Lender Party and (d) any Agent or the Issuing
      Bank pursuant to Section 8.05 to reimburse  such Agent or the Issuing Bank
      for such Lender Party's ratable share of any amount required to be paid by
      the Lender Parties to such Agent or the Issuing Bank as provided  therein.
      In the event that a portion of a  Defaulted  Amount  shall be deemed  paid
      pursuant  to Section  2.15(b),  the  remaining  portion of such  Defaulted
      Amount shall be considered a Defaulted  Amount  originally  required to be
      paid  hereunder  or under any other Loan  Document on the same date as the
      Defaulted Amount so deemed paid in part.

          "DEFAULTING LENDER" means, at any time, any Lender Party that, at such
      time, (a) owes a Defaulted Advance or a Defaulted Amount or (b) shall take
      any  action  or be the  subject  of any  action  or  proceeding  of a type
      described in Section 6.01(f).

          "DISCLOSED LITIGATION" has the meaning specified in Section 3.01(d).

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

          "DOMESTIC  SUBSIDIARY"  means  any  Subsidiary  other  than a  Foreign
      Subsidiary.

          "EFFECTIVE  DATE"  means the first  date on which the  conditions  set
      forth in Article III shall have been satisfied.

          "ELIGIBLE ASSIGNEE" means any commercial bank or financial institution
      (including,  without limitation,  any fund that regularly invests in loans
      similar to the Term Loan  Facilities)  as approved (so long as no Event of
      Default  has  occurred  and is  continuing  at the  time  of the  relevant
      assignment pursuant to Section 9.07) by the Borrower (such approval not to
      be unreasonably withheld);  provided, however, that neither any Loan Party
      nor any  Affiliate of a Loan Party shall  qualify as an Eligible  Assignee
      under this definition.

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

          "ENVIRONMENTAL  LAW"  means  any  Federal,  state,  local  or  foreign
      statute, law, ordinance,  rule,  regulation,  code, order, writ, judgment,
      injunction,  decree or judicial or legally binding agency  interpretation,
      policy or guidance relating to pollution or protection of the environment,
      health  and  safety as it relates  to any  Hazardous  Material  or natural
      resources,  including,  without  limitation,  those  relating  to the use,
      handling,   transportation,   treatment,  storage,  disposal,  release  or
      discharge of Hazardous Materials.

                                       11

<PAGE>


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

          "EQUITY  INTERESTS"  means,  with  respect  to any  Person,  shares of
      capital stock of (or other ownership or profit  interests in) such Person,
      warrants,  options or other rights for the  purchase or other  acquisition
      from such  Person of shares of  capital  stock of (or other  ownership  or
      profit  interests  in)  such  Person,   securities   convertible  into  or
      exchangeable  for shares of capital stock of (or other ownership or profit
      interests in) such Person or warrants,  rights or options for the purchase
      or other  acquisition  from such  Person  of such  shares  (or such  other
      interests),  and  other  ownership  or  profit  interests  in such  Person
      (including,  without  limitation,  partnership,  member or trust interests
      therein),  whether  voting or  nonvoting,  and whether or not such shares,
      warrants,  options,  rights or other interests are authorized or otherwise
      existing on any date of determination.

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

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

          "ERISA  EVENT" means (a) (i) the  occurrence  of a  reportable  event,
      within  the  meaning of Section  4043 of ERISA,  with  respect to any Plan
      unless the 30-day notice  requirement  with respect to such event has been
      waived by the PBGC or (ii) the  requirements  of Section  4043(b) of ERISA
      apply  with  respect  to a  contributing  sponsor,  as  defined in Section
      4001(a)(13) of ERISA,  of a Plan, and an event described in paragraph (9),
      (10), (12) or (13) of Section  4043(c) of ERISA is reasonably  expected to
      occur with  respect to such Plan  within the  following  30 days;  (b) the
      application  for a minimum  funding waiver with respect to a Plan; (c) the
      provision  by the  administrator  of any Plan of a  notice  of  intent  to
      terminate such Plan,  pursuant to Section  4041(a)(2) of ERISA  (including
      any such notice with  respect to a plan  amendment  referred to in Section
      4041(e) of ERISA);  (d) the  cessation  of  operation at a facility of any
      Loan  Party or any  ERISA  Affiliate  in the  circumstances  described  in
      Section  4062(e)  of ERISA;  (e) the  withdrawal  by any Loan Party or any
      ERISA Affiliate from a Multiple Employer Plan during a plan year for which
      it was a substantial  employer, as defined in Section 4001(a)(2) of ERISA;
      (f) the  conditions for imposition of a lien under Section 302(f) of ERISA
      shall  have been met with  respect  to any Plan;  (g) the  adoption  of an
      amendment  to a Plan  requiring  the  provision  of  security to such Plan
      pursuant to Section 307 of ERISA;  or (h) the  institution  by the PBGC of
      proceedings to terminate a Plan pursuant to Section 4042 of ERISA,  or the
      occurrence  of any event or  condition  described in Section 4042 of ERISA
      that  constitutes  grounds for the termination of, or the appointment of a
      trustee to administer, such Plan.

          "EUROCURRENCY  LIABILITIES" has the meaning  specified in Regulation D
      of the Board of Governors of the Federal Reserve System, as in effect from
      time to time.

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

          "EURODOLLAR  RATE" means,  for any Interest  Period for all Eurodollar
      Rate Advances comprising part of the same Borrowing,  an interest rate per
      annum equal to the rate per annum (rounded upwards,  if necessary,  to the
      nearest  1/100 of 1%)  appearing on Telerate  Page 3750 (or any  successor
      page) as the London interbank offered rate for deposits in U.S. dollars at
      11:00

                                       12

<PAGE>


      A.M. (London time) two Business Days before the first day of such Interest
      Period for a period equal to such Interest  Period  (provided that, if for
      any reason such rate is not available,  the term  "Eurodollar  Rate" shall
      mean, for any Interest Period for all Eurodollar Rate Advances  comprising
      part of the same  Borrowing,  the  rate per  annum  (rounded  upwards,  if
      necessary,  to the nearest 1/100 of 1%)  appearing on Reuters  Screen LIBO
      Page as the  London  interbank  offered  rate for  deposits  in Dollars at
      approximately  11:00 A.M.  (London  time) two  Business  Days prior to the
      first day of such Interest  Period for a term  comparable to such Interest
      Period;  provided,  however, if more than one rate is specified on Reuters
      Screen LIBO Page, the applicable  rate shall be the arithmetic mean of all
      such rates).

          "EURODOLLAR  RATE  ADVANCE"  means an Advance  that bears  interest as
      provided in Section 2.07(a)(ii).

          "EVENTS OF DEFAULT" has the meaning specified in Section 6.01.

          "EXCESS CASH FLOW" means, for any period,

               (a) the sum of:

                    (i)  Consolidated  net income (or loss) of the  Borrower and
               its Restricted Subsidiaries for such period plus

                    (ii) the aggregate  amount of all non-cash  charges deducted
               in arriving at such Consolidated net income (or loss) less

               (b) the sum of:

                    (i) the aggregate amount of all non-cash credits included in
               arriving at such Consolidated net income (or loss) plus

                    (ii) the  aggregate  amount of Capital  Expenditures  of the
               Borrower and its Restricted Subsidiaries paid in cash during such
               period to the extent permitted by this Agreement plus

                    (iii)  the  aggregate  amount  of  all  regularly  scheduled
               principal payments of Funded Debt made during such period.

          "EXISTING  CREDIT   AGREEMENT"  has  the  meaning   specified  in  the
      Preliminary Statements.

          "EXISTING  DEBT"  means  Debt of the  Borrower  and  its  Subsidiaries
      outstanding immediately before the Initial Extension of Credit.

          "EXTRAORDINARY  RECEIPT"  means any cash received by or paid to or for
      the  account  of any  Person  not  in the  ordinary  course  of  business,
      including,  without  limitation,  tax refunds,  pension  plan  reversions,
      proceeds of insurance  (including,  without  limitation,  any key man life
      insurance but excluding proceeds of business interruption insurance to the
      extent  such  proceeds   constitute   compensation   for  lost  earnings),
      condemnation awards (and payments in lieu thereof), indemnity payments and
      any purchase  price  adjustment  received in connection  with any purchase
      agreement;  provided,  however,  that an  Extraordinary  Receipt shall not
      include cash receipts  received  from proceeds of insurance,  condemnation
      awards (or payments in lieu  thereof) or indemnity  payments to the extent
      that such proceeds, awards or payments (A) in respect of loss or damage to
      equipment,  fixed  assets or real  property  are applied (or in respect of
      which  expenditures  were  previously  incurred)  to replace or repair the
      equipment, fixed assets or real property in respect of which such proceeds
      were received in accordance with the terms of the


                                       13

<PAGE>


      Loan Documents,  so long as such application is made within 6 months after
      the occurrence of such damage or loss or (B) are received by any Person in
      respect of any third  party claim  against  such Person and applied to pay
      (or to reimburse  such Person for its prior payment of) such claim and the
      costs and expenses of such Person with respect thereto.

          "FACILITY" means any of the Term Loan Facilities, the Revolving Credit
      Facility or the Letter of Credit Facility, as applicable.

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

          "FEE  LETTER"  means the fee  letter  dated June 1, 2001  between  the
      Borrower and Morgan Stanley, as amended.

          "FISCAL YEAR" means a fiscal year of the Borrower and its Consolidated
      Subsidiaries ending on December 31 in any calendar year.

          "FOREIGN  SUBSIDIARY" means a Subsidiary organized under the laws of a
      jurisdiction  other  than the  United  States or any State  thereof or the
      District of Columbia.

          "FUNDED DEBT" of any Person means Debt in respect of the Advances,  in
      the case of the  Borrower,  and all other Debt of such  Person that by its
      terms  matures  more  than one year  after  the date of  determination  or
      matures within one year from such date but is renewable or extendible,  at
      the option of such Person, to a date more than one year after such date or
      arises under a revolving  credit or similar  agreement  that obligates the
      lender or lenders to extend  credit  during a period of more than one year
      after such date, including, without limitation, all amounts of Funded Debt
      of such Person  required  to be paid or prepaid  within one year after the
      date of determination.

          "GAAP" has the meaning specified in Section 1.03.

          "GUARANTEED OBLIGATIONS" has the meaning specified in Section 7.01.

          "GUARANTORS"   means  the  "Guarantors"   under  the  Existing  Credit
      Agreement and each other Restricted  Subsidiary of the Borrower that shall
      be  required  after the date  hereof to  execute  and  deliver a  guaranty
      supplement pursuant to Section 5.01(j)(i).

          "GUARANTY"  means the guaranty of the  Guarantors set forth in Article
      VII.

          "GUARANTY SUPPLEMENT" has the meaning specified in Section 7.05.

          "HAZARDOUS   MATERIALS"   means   petroleum  or  petroleum   products,
      by-products    or    breakdown    products,     radioactive     materials,
      asbestos-containing  materials,  polychlorinated biphenyls,  radon, gas or
      any other  chemicals,  materials or substances  designated,  classified or
      regulated as hazardous or toxic or as a pollutant or contaminant under any
      Environmental Law.

          "HEDGE AGREEMENTS" means interest rate swap, cap or collar agreements,
      interest  rate  future  or option  contracts,  currency  swap  agreements,
      currency future or option contracts and other hedging agreements.

                                       14

<PAGE>


          "HEDGE  BANK" means any Lender Party or an Affiliate of a Lender Party
      in its capacity as a party to a Secured Hedge Agreement.

          "IMMATERIAL  RESTRICTED  SUBSIDIARY"  at any time  means a  Restricted
      Subsidiary  that  has,  individually  or in  combination  with  any  other
      Immaterial Restricted Subsidiary:

               (a)  assets in an amount  equal to less than 5% of the  amount of
          total   Consolidated   assets  of  the  Borrower  and  its  Restricted
          Subsidiaries,  determined as of the last day of the most recent fiscal
          quarter of the Borrower at such time; or

               (b) Consolidated EBITDA in an amount equal to less than 5% of the
          amount of total Consolidated EBITDA of the Borrower and its Restricted
          Subsidiaries  for the  12-month  period  ending on the last day of the
          most recent fiscal quarter of the Borrower at such time.

          "INCREASE DATE" has the meaning specified in Section 2.17(a).

          "INCREASING LENDER" has the meaning specified in Section 2.17(b).

          "INDEMNIFIED PARTY" has the meaning specified in Section 9.04(b).

          "INFORMATION  MEMORANDUM" means the information  memorandum dated June
      2001 used by the Lead Arranger in connection  with the  syndication of the
      Commitments.

          "INITIAL  EXTENSION  OF  CREDIT"  means  the  earlier  to occur of the
      initial  Borrowing  and  the  initial  issuance  of  a  Letter  of  Credit
      hereunder.

          "INITIAL  ISSUING  BANK" has the meaning  specified  in the recital of
      parties to this Agreement.

          "INITIAL  LENDERS" has the meaning specified in the recital of parties
      to this Agreement.

          "INITIAL LENDER  PARTIES" has the meaning  specified in the recital of
      parties to this Agreement.

          "INSUFFICIENCY"  means,  with respect to any Plan, the amount, if any,
      of its unfunded benefit liabilities,  as defined in Section 4001(a)(18) of
      ERISA.

          "INTEREST  COVERAGE  RATIO" means, at any date of  determination,  the
      ratio  of  (a)  Consolidated  EBITDA  to  (b)  interest  payable  on,  and
      amortization  of debt discount in respect of, all Debt for Borrowed Money,
      in each case, of or by the Borrower and its Restricted Subsidiaries during
      the four  consecutive  fiscal  quarters  most  recently  ended  for  which
      financial  statements are required to be delivered to the Lenders pursuant
      to  Section  5.03(b)  or (c),  as the  case  may be  (whether  or not such
      financial statements are delivered);  provided,  however,  that clause (b)
      shall be  calculated  after  giving  effect  on a pro  forma  basis to the
      Advances as if such  Advances  had been  incurred on the first day of such
      four fiscal quarter period.

          "INTEREST  PERIOD" means, for each Eurodollar Rate Advance  comprising
      part of the same  Borrowing,  the  period  commencing  on the date of such
      Eurodollar  Rate  Advance or the date of the  Conversion  of any Base Rate
      Advance into such Eurodollar  Rate Advance,  and ending on the last day of
      the period selected by the Borrower  pursuant to the provisions below and,
      thereafter,  each  subsequent  period  commencing  on the  last day of the
      immediately  preceding  Interest  Period and ending on the last day of the
      period  selected by the Borrower  pursuant to the  provisions  below.  The
      duration of each such  Interest  Period  shall be one,  two,  three or six
      months,  as the

                                       15

<PAGE>


      Borrower may, upon notice received by the  Administrative  Agent not later
      than 11:00 A.M.  (New York City time) on the third  Business  Day prior to
      the first day of such Interest Period, select; provided, however, that:

               (a) the Borrower may not select any Interest  Period with respect
          to any  Eurodollar  Rate Advance  under a Facility that ends after any
          principal repayment  installment date for such Facility unless,  after
          giving effect to such  selection,  the aggregate  principal  amount of
          Base Rate Advances and of Eurodollar  Rate  Advances  having  Interest
          Periods that end on or prior to such principal  repayment  installment
          date  for such  Facility  shall  be at  least  equal to the  aggregate
          principal amount of Advances under such Facility due and payable on or
          prior to such date;

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

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

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

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

          "INVESTMENT"  in any Person  means any loan or advance to such Person,
      any purchase or other  acquisition of any Equity  Interests or Debt or the
      assets comprising a division or business unit or a substantial part or all
      of the business of such Person, any capital contribution to such Person or
      any other direct or indirect investment in such Person, including, without
      limitation,  any acquisition by way of a merger or  consolidation  and any
      arrangement  pursuant  to which  the  investor  incurs  Debt of the  types
      referred to in clause (i) or (j) of the definition of "DEBT" in respect of
      such Person.

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

          "KEY3MEDIA  EVENTS"  has  the  meaning  specified  in the  Preliminary
      Statements.

          "L/C  COLLATERAL  ACCOUNT"  has the meaning  specified in the Security
      Agreement.

          "L/C  RELATED   DOCUMENTS"  has  the  meaning   specified  in  Section
      2.04(d)(ii)(A).

                                       16

<PAGE>


          "LENDER  PARTY"  means any Lender or the Issuing  Bank or any Assuming
      Lender.

          "LENDERS"  means the Initial Lenders and each Person that shall become
      a Lender  hereunder  pursuant to Section  9.07 for so long as such Initial
      Lender or Person, as the case may be, shall be a party to this Agreement.

          "LETTER OF CREDIT" means a Standby  Letter of Credit or a Trade Letter
      of Credit.

          "LETTER OF CREDIT  ADVANCE"  means an advance made by the Issuing Bank
      or any Revolving Credit Lender pursuant to Section 2.03(c).

          "LETTER OF CREDIT  AGREEMENT"  has the  meaning  specified  in Section
      2.03(a).

          "LETTER OF CREDIT  COMMITMENT" means, with respect to the Issuing Bank
      at any time,  the amount set forth  opposite  the  Issuing  Bank's name on
      Schedule I hereto under the caption  "Letter of Credit  Commitment" or, if
      the Issuing Bank has entered into an Assignment and Acceptance,  set forth
      for the Issuing  Bank in the  Register  maintained  by the  Administrative
      Agent pursuant to Section  9.07(d) as the Issuing Bank's "Letter of Credit
      Commitment",  as such  amount  may be  reduced  at or prior  to such  time
      pursuant to Section 2.05.

          "LETTER OF CREDIT FACILITY" means, at any time, an amount equal to the
      Issuing  Bank's  Letter of Credit  Commitment at such time, as such amount
      may be reduced at or prior to such time pursuant to Section 2.05.

          "LEVERAGE  RATIO" means,  at any date of  determination,  the ratio of
      Consolidated  Debt for Borrowed  Money of the Borrower and its  Restricted
      Subsidiaries  as at the end of the most recently  ended fiscal  quarter of
      the Borrower for which  financial  statements are required to be delivered
      to the Lender Parties  pursuant to Section  5.03(b) or (c) (whether or not
      such financial  statements have been delivered to the Lender Parties),  as
      the case may be, to Consolidated EBITDA of the Borrower and its Restricted
      Subsidiaries  for the four fiscal  quarter period ended at the end of such
      fiscal quarter.

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

          "LOAN DOCUMENTS" means (i) this Agreement,  (ii) the Notes,  (iii) the
      Guaranty,  (iv) the Collateral  Documents,  (v) the Fee Letter,  (vi) each
      Letter of Credit Agreement and (vii) each Secured Hedge Agreement, in each
      case as amended.

          "LOAN PARTIES" means the Borrower and the Guarantors.

          "MARGIN STOCK" has the meaning specified in Regulation U.

          "MATERIAL  ADVERSE  CHANGE" means any material  adverse  change in the
      business,  financial condition,  operations,  performance or properties of
      the Borrower and its Subsidiaries, taken as a whole.

          "MATERIAL  ADVERSE EFFECT" means (a) a material  adverse effect on the
      business,  financial condition,  operations,  performance or properties of
      the  Borrower  and its  Subsidiaries,  taken  as a whole,  (b) a  material
      adverse effect on the rights and remedies of any Agent or any Lender under
      the Loan Documents, or (c) a material adverse effect on the ability of the
      Loan  Parties  to  perform  their  respective  Obligations  under the Loan
      Documents.

                                       17

<PAGE>


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

          "MORGAN  STANLEY" has the meaning  specified in the recital of parties
      to this Agreement.

          "MORTGAGE" means any deed of trust,  trust deed,  mortgage,  leasehold
      mortgage or leasehold deed of trust, in form and substance satisfactory to
      the Administrative Agent, required to be executed by a Loan Party pursuant
      to Section 5.01(j)(iii).

          "MS&CO."  has the meaning  specified in the recital of parties to this
      Agreement.

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

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

          "NET CASH PROCEEDS" means, with respect to any sale,  lease,  transfer
      or other  disposition  of any asset or the  incurrence  or issuance of any
      Debt (other than any Debt incurred in the ordinary  course of business) or
      the  sale  or  issuance  of  any  Equity  Interests  (including,   without
      limitation,  any capital contribution) by any Person, or any Extraordinary
      Receipt  received  by or paid to or for the  account  of any  Person,  the
      aggregate  amount of cash  received  from time to time (whether as initial
      consideration or through payment or disposition of deferred consideration)
      by or on behalf of such Person in connection with such  transaction  after
      deducting   therefrom  only  (without   duplication)  (a)  reasonable  and
      customary brokerage  commissions,  underwriting fees and discounts,  legal
      fees,  finder's  fees and other similar fees and  commissions  and (b) the
      amount  of  taxes  payable  in  connection  with  or as a  result  of such
      transaction,  in each case to the extent, but only to the extent, that the
      amounts so  deducted  are,  at the time of receipt of such cash,  actually
      paid to a Person that is not an Affiliate of such Person or any Loan Party
      or any Affiliate of any Loan Party and are properly  attributable  to such
      transaction  or to the  asset  that  is  the  subject  thereof;  provided,
      however,  that in the case of taxes that are  deductible  under clause (b)
      above but for the fact that,  at the time of  receipt  of such cash,  such
      taxes have not been  actually paid or are not then payable by a Loan Party
      or a Subsidiary of a Loan Party,  such Loan Party or such  Subsidiary  may
      deduct an amount (the "RESERVED  AMOUNT") equal to the amount  reserved in
      accordance with GAAP for such Loan Party's or such Subsidiary's reasonable
      estimate of such taxes, other than taxes for which such Loan Party or such
      Subsidiary is indemnified;  provided  further that, at the time such taxes
      are paid,  an amount  equal to the amount,  if any, by which the  Reserved
      Amount for such taxes exceeds the amount of such taxes actually paid shall
      constitute  "Net Cash  Proceeds"  of the type for which  such  taxes  were
      reserved  for all  purposes  hereunder;  provided  further  that  Net Cash
      Proceeds  shall not include any such cash receipts  arising from any sale,
      lease,  transfer or other  disposition  of any asset or any  Extraordinary
      Receipt to the extent such cash receipts are reinvested in the business of
      the Borrower and its  Subsidiaries  within 6 months  following the date of
      receipt.

          "NOTE" means a promissory note of the Borrower payable to the order of
      any Lender, in substantially the form of Exhibit A hereto,  evidencing the
      aggregate  indebtedness of the Borrower to such Lender  resulting from the
      Advances made by such Lender, as amended.

          "NOTICE OF BORROWING" has the meaning specified in Section 2.02(a).

                                       18

<PAGE>


          "NOTICE OF ISSUANCE" has the meaning specified in Section 2.03(a).

          "NOTICE OF RENEWAL" has the meaning specified in Section 2.01(d).

          "NOTICE OF TERMINATION" has the meaning specified in Section 2.01(d).

          "NPL" means the National Priorities List under CERCLA.

          "OBLIGATION"   means,  with  respect  to  any  Person,   any  payment,
      performance  or other  obligation  of such Person of any kind,  including,
      without limitation,  any liability of such Person on any claim, whether or
      not the right of any  creditor  to  payment  in  respect  of such claim is
      reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
      undisputed,  legal, equitable,  secured or unsecured, or, for the purposes
      of any such claim relating to any Loan Document,  disputed, and whether or
      not  such  claim  is  discharged,  stayed  or  otherwise  affected  by any
      proceeding referred to in Section 6.01(f). Without limiting the generality
      of the  foregoing,  the  Obligations  of any  Loan  Party  under  the Loan
      Documents include (a) the obligation to pay principal, interest, Letter of
      Credit  commissions,   charges,   expenses,   fees,  attorneys'  fees  and
      disbursements,  indemnities  and other amounts  payable by such Loan Party
      under any Loan  Document  and (b) the  obligation  of such  Loan  Party to
      reimburse  any amount in respect of any of the  foregoing  that any Lender
      Party,  in its sole  discretion,  may elect to pay or advance on behalf of
      such Loan Party in accordance with the terms of the Loan Documents.

          "OECD"   means  the   Organization   for  Economic   Cooperation   and
      Development.

          "OPEN YEAR" has the meaning specified in Section 4.01(r)(iii).

          "OTHER TAXES" has the meaning specified in Section 2.11(b).

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

          "PERMITTED ENCUMBRANCES" has the meaning specified in the Mortgages.

          "PERMITTED  LIENS"  means  such  of  the  following  as  to  which  no
      enforcement,  collection,  execution, levy or foreclosure proceeding shall
      have been commenced:  (a) Liens for taxes,  assessments  and  governmental
      charges  or levies to the  extent not  required  to be paid under  Section
      5.01(b);  (b) Liens  imposed by law,  such as  materialmen's,  mechanics',
      carriers', workmen's and repairmen's Liens and other similar Liens arising
      in the ordinary course of business  securing  obligations that (i) are not
      overdue  for a  period  of more  than 30 days  and  (ii)  individually  or
      together  with  all  other  Permitted  Liens  outstanding  on any  date of
      determination  do not materially  adversely affect the use of the property
      to which they relate;  (c) pledges or deposits to secure obligations under
      workers'  compensation laws or similar  legislation or to secure public or
      statutory  obligations;  and  (d)  easements,  rights  of  way  and  other
      encumbrances  on title to real  property  that do not render  title to the
      property  encumbered thereby  unmarketable or materially  adversely affect
      the use of such property for its present purpose.

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

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

          "PLEDGED DEBT" has the meaning specified in the Security Agreement.

          "POST-PETITION INTEREST" has the meaning specified in Section 7.06.

                                       19

<PAGE>


          "PREFERRED  INTERESTS"  means,  with  respect  to any  Person,  Equity
      Interests  issued by such Person  that are  entitled  to a  preference  or
      priority  over any other Equity  Interests  issued by such Person upon any
      distribution of such Person's property and assets,  whether by dividend or
      upon liquidation.

          "PRO RATA SHARE" of any amount  means,  with  respect to any Lender at
      any time,  the product of such amount  times a fraction  the  numerator of
      which is the amount of such Lender's  Revolving Credit  Commitment at such
      time (or,  if the  Commitments  shall  have been  terminated  pursuant  to
      Section 2.04 or 6.01,  such  Lender's  Revolving  Credit  Commitment as in
      effect immediately prior to such termination) and the denominator of which
      is the  Revolving  Credit  Facility at such time (or,  if the  Commitments
      shall have been terminated pursuant to Section 2.04 or 6.01, the Revolving
      Credit Facility as in effect immediately prior to such termination).

          "REDEEMABLE"  means, with respect to any Equity Interest,  any Debt or
      any other right or Obligation,  any such Equity  Interest,  Debt, right or
      Obligation  that (a) the  issuer  has  undertaken  to redeem at a fixed or
      determinable  date or dates,  whether by  operation  of a sinking  fund or
      otherwise,  or upon the  occurrence  of a condition  not solely within the
      control of the issuer or (b) is redeemable at the option of the holder.

          "REDUCTION AMOUNT" has the meaning specified in Section 2.06(b)(vi).

          "REFINANCING" has the meaning specified in the Preliminary Statements.

          "REFINANCING  DOCUMENTS" means the documents effecting the Refinancing
      and the issuance of the Subordinated Notes.

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

          "REGULATION  U" means  Regulation  U of the Board of  Governors of the
      Federal Reserve System, as in effect from time to time.

          "REQUIRED  LENDERS"  means,  at any time,  Lenders  owed or holding at
      least a majority  in interest  of the sum of (a) the  aggregate  principal
      amount  of the  Advances  outstanding  at such  time,  (b)  the  aggregate
      Available  Amount of all Letters of Credit  outstanding  at such time, and
      (c) the  aggregate  Unused  Revolving  Credit  Commitments  at such  time;
      provided, however, that if any Lender shall be a Defaulting Lender at such
      time,  there shall be excluded from the  determination of Required Lenders
      at such time (A) the aggregate  principal  amount of the Advances owing to
      such Lender (in its  capacity as a Lender) and  outstanding  at such time,
      (B) such Lender's Pro Rata Share of the aggregate  Available Amount of all
      Letters of Credit  outstanding at such time, and (C) the Unused  Revolving
      Credit  Commitment  of such  Lender at such  time.  For  purposes  of this
      definition,  the aggregate  principal  amount of Letter of Credit Advances
      owing to any  Issuing  Bank and the  Available  Amount  of each  Letter of
      Credit shall be  considered  to be owed to the  Revolving  Credit  Lenders
      ratably in accordance with their respective Revolving Credit Commitments.

          "RESPONSIBLE OFFICER" means the Chairman,  President,  Chief Financial
      Officer or General Counsel of any Loan Party or any of its Subsidiaries.

          "RESTRICTED  SUBSIDIARY"  means any  Subsidiary of the Borrower  other
      than a Subsidiary that is an Unrestricted Subsidiary.

          "REVOLVING  CREDIT  ADVANCE"  has the  meaning  specified  in  Section
      2.01(c).

                                       20

<PAGE>


          "REVOLVING  CREDIT  COMMITMENT"  means,  with respect to any Revolving
      Credit  Lender at any time,  the amount set forth  opposite  such Lender's
      name on Schedule I hereto under the caption  "Revolving Credit Commitment"
      or,  if  such  Lender  has  entered  into  one  or  more   Assignment  and
      Acceptances,  set forth for such Lender in the Register  maintained by the
      Administrative   Agent  pursuant  to  Section  9.07(d)  as  such  Lender's
      "Revolving Credit  Commitment",  as such amount may be reduced at or prior
      to such time pursuant to Section 2.05.

          "REVOLVING  CREDIT  FACILITY" means, at any time, the aggregate amount
      of the Revolving  Credit  Lenders'  Revolving  Credit  Commitments at such
      time.

          "REVOLVING CREDIT LENDER" means any Lender that has a Revolving Credit
      Commitment.

          "S&P"  means  Standard & Poors  Ratings  Services,  a division  of the
      McGraw-Hill Companies, Inc.

          "SECURED  HEDGE  AGREEMENT"  means any  Hedge  Agreement  required  or
      permitted under Article V that is entered into by and between the Borrower
      and any Hedge Bank.

          "SECURED  OBLIGATIONS"  has the meaning  specified in Section 2 of the
      Security Agreement.

          "SECURED  PARTIES" means the Agents,  the Lender Parties and the Hedge
      Banks.

          "SECURITY AGREEMENT" has the meaning specified in Section 3.01(a)(ii).

          "SECURITY  AGREEMENT  SUPPLEMENT"  has the  meaning  specified  in the
      Security Agreement.

          "SENIOR BANK  FINANCING" has the meaning  specified in the Preliminary
      Statements.

          "SENIOR  DEBENTURES"  has the  meaning  specified  in the  Preliminary
      Statements.

          "SENIOR DEBT FOR BORROWED MONEY" means, at any date of  determination,
      the sum of the  Advances  outstanding  on such date and any other Debt for
      Borrowed Money that is not Subordinated Debt.

          "SENIOR LEVERAGE RATIO" means, at any date of determination, the ratio
      of  Consolidated  Senior Debt for  Borrowed  Money of the Borrower and its
      Restricted  Subsidiaries  as at the end of the most recently  ended fiscal
      quarter of the Borrower for which financial  statements are required to be
      delivered  to the  Lender  Parties  pursuant  to  Section  5.03(b)  or (c)
      (whether  or not such  financial  statements  have been  delivered  to the
      Lender  Parties),  as the  case  may be,  to  Consolidated  EBITDA  of the
      Borrower  and its  Restricted  Subsidiaries  for the four  fiscal  quarter
      period ended at the end of such fiscal quarter.

          "SINGLE  EMPLOYER  PLAN" means a single  employer  plan, as defined in
      Section  4001(a)(15) of ERISA, that (a) is maintained for employees of any
      Loan  Party or any  ERISA  Affiliate  and no  Person  other  than the Loan
      Parties and the ERISA  Affiliates or (b) was so maintained  and in respect
      of which any Loan Party or any ERISA  Affiliate could have liability under
      Section  4069 of  ERISA  in the  event  such  plan  has been or were to be
      terminated.

          "SOFTBANK" means Softbank Corp., a corporation  incorporated in Japan,
      and its Affiliates (other than any Loan Party).

          "SOLVENT"  and  "SOLVENCY"  mean,  with  respect  to any  Person  on a
      particular  date,  that on such date (a) the fair value of the property of
      such Person is greater  than the total amount of  liabilities,  including,
      without  limitation,  contingent  liabilities,  of  such  Person,  (b) the
      present fair

                                       21

<PAGE>


      saleable  value of the  assets of such  Person is not less than the amount
      that will be required to pay the probable  liability of such Person on its
      debts as they become absolute and matured, (c) such Person does not intend
      to, and does not believe that it will,  incur debts or liabilities  beyond
      such Person's ability to pay such debts and liabilities as they mature and
      (d) such Person is not engaged in  business or a  transaction,  and is not
      about to engage in  business  or a  transaction,  for which such  Person's
      property would  constitute an  unreasonably  small capital.  The amount of
      contingent  liabilities  at any time shall be computed as the amount that,
      in the light of all the facts and  circumstances  existing  at such  time,
      represents  the amount that can reasonably be expected to become an actual
      or matured liability.

          "STANDBY  LETTER OF CREDIT"  means a letter of credit issued under the
      Letter of Credit  Facility  (other  than a Trade  Letter  of  Credit),  in
      substantially  the form of Exhibit  I-1 hereto,  with such  changes as the
      Borrower and the Issuing Bank shall agree.

          "SUBORDINATED  DEBT"  means  any  Debt  of  any  Loan  Party  that  is
      subordinated  to the  Obligations  of  such  Loan  Party  under  the  Loan
      Documents  on,  and  that   otherwise   contains,   terms  and  conditions
      satisfactory to the Required Lenders.

          "SUBORDINATED  DEBT DOCUMENTS"  means all  agreements,  indentures and
      instruments pursuant to which Subordinated Debt is issued, in each case as
      amended, to the extent permitted under the Loan Documents.

          "SUBORDINATED  NOTES" has the  meaning  specified  in the  Preliminary
      Statements.

          "SUBORDINATED OBLIGATIONS" has the meaning specified in Section 7.06.

          "SUBSIDIARY" of any Person means any corporation,  partnership,  joint
      venture, limited liability company, trust or estate of which (or in which)
      more than 50% of (a) the  issued  and  outstanding  capital  stock  having
      ordinary  voting  power to elect a majority of the Board of  Directors  of
      such corporation (irrespective of whether at the time capital stock of any
      other  class or classes  of such  corporation  shall or might have  voting
      power upon the  occurrence  of any  contingency),  (b) the interest in the
      capital or profits of such partnership, joint venture or limited liability
      company or (c) the  beneficial  interest in such trust or estate is at the
      time  directly or indirectly  owned or controlled by such Person,  by such
      Person and one or more of its other Subsidiaries or by one or more of such
      Person's other Subsidiaries.

          "SURVIVING DEBT" means Debt of each Loan Party outstanding immediately
      before and after giving effect to the Transaction.

          "TAXES" has the meaning specified in Section 2.12(a).

          "TERM  LOAN  ADVANCE"  means an  advance  made by a Term  Loan  Lender
      pursuant to the provisions of Section 2.17.

          "TERM LOAN FACILITY" has the meaning specified in Section 2.17(a).

          "TERM LOAN LENDER"  means any Lender that has a Commitment  in respect
      of a Term Loan Facility.

          "TERMINATION  DATE" means, in respect of the Revolving Credit Facility
      and the  Letter  of  Credit  Facility,  the  earlier  of (a)  the  date of
      termination in whole of the Revolving Credit Commitments and the Letter of
      Credit Commitments pursuant to Section 2.05 or 6.01 and (b) June 26, 2004;
      provided,  however,  that if the  Effective  Date shall not have  occurred
      before July 15, 2001, the Termination Date shall be July 15, 2001.

                                       22

<PAGE>


          "TRADE LETTER OF CREDIT" means a letter of credit that is issued under
      the Letter of Credit Facility,  in  substantially  the form of Exhibit I-2
      hereto,  with such  changes as the  Borrower  and the  Issuing  Bank shall
      agree,  for the benefit of a supplier of  equipment to the Borrower or any
      of its  Subsidiaries to effect payment for such equipment,  the conditions
      to drawing under which include the  presentation  to the Issuing Bank that
      issued such Letter of Credit of negotiable  bills of lading,  invoices and
      related  documents  sufficient,  in the judgment of such Issuing  Bank, to
      create  a  valid  and  perfected  lien  on or  security  interest  in such
      equipment,  bills of lading,  invoices  and related  documents in favor of
      such Issuing Bank.

          "TRANSACTION" means the Refinancing,  the issuance of the Subordinated
      Notes and the other transactions contemplated by the Loan Documents.

          "TYPE" refers to the distinction  between Advances bearing interest at
      the Base Rate and Advances bearing interest at the Eurodollar Rate.

          "UNUSED REVOLVING CREDIT COMMITMENT" means, with respect to any Lender
      at any time, (a) such Lender's  Revolving  Credit  Commitment at such time
      minus (b) the sum of (i) the aggregate  principal  amount of all Revolving
      Credit  Advances and Letter of Credit Advances made by such Lender (in its
      capacity as a Lender) and outstanding at such time plus (ii) such Lender's
      Pro Rata Share of (A) the  aggregate  Available  Amount of all  Letters of
      Credit outstanding at such time and (B) the aggregate  principal amount of
      all Letter of Credit Advances made by the Issuing Bank pursuant to Section
      2.03(c) and outstanding at such time.

          "UNRESTRICTED  SUBSIDIARY"  means (a) any  Subsidiary  of the Borrower
      that at the time of  determination  shall be  designated  an  Unrestricted
      Subsidiary  by the  Board  of  Directors  of the  Borrower  in the  manner
      provided below and (b) any Subsidiary of an Unrestricted  Subsidiary.  The
      Board of Directors of the Borrower may designate any Restricted Subsidiary
      (including any newly acquired or newly formed  Subsidiary of the Borrower)
      to be an  Unrestricted  Subsidiary  unless such Subsidiary owns any Equity
      Interests  of, or owns or holds any Lien on any  property of, the Borrower
      or any Restricted  Subsidiary.  The Board of Directors of the Borrower may
      designate  any  Unrestricted  Subsidiary  to be a  Restricted  Subsidiary,
      provided that no Event of Default shall have occurred and be continuing at
      the time of or after giving effect to such designation.

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

          "WELFARE  PLAN" means a welfare  plan,  as defined in Section  3(1) of
      ERISA, that is maintained for employees of any Loan Party or in respect of
      which any Loan Party could have liability.

          "WITHDRAWAL LIABILITY" has the meaning specified in Part I of Subtitle
      E of Title IV of ERISA.

         SECTION  1.02.   Computation  of  Time  Periods;   Other   Definitional
Provisions. In this Agreement and the other Loan Documents in the computation of
periods of time from a specified date to a later specified date, the word "FROM"
means  "from and  including"  and the words "TO" and  "UNTIL"  each mean "to but
excluding".  References  in the Loan  Documents to any agreement or contract "AS
AMENDED" shall mean and be a reference to such agreement or contract as amended,
amended and restated,  supplemented  or otherwise  modified from time to time in
accordance with its terms.

                                       23

<PAGE>


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

                                   ARTICLE II

           AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

         SECTION  2.01.  The Advances and Letters of Credit.  (a) The  Revolving
Credit Advances. Each Revolving Credit Lender severally agrees, on the terms and
conditions  hereinafter  set forth,  to make advances (each a "REVOLVING  CREDIT
ADVANCE")  to the  Borrower  from time to time on any  Business  Day  during the
period from the Effective Date until the Termination  Date in an amount for each
such Advance not to exceed such Lender's Unused Revolving  Credit  Commitment at
such time.  Each  Revolving  Credit  Advance shall be in an aggregate  amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof (other than a
Borrowing  the proceeds of which shall be used solely to repay or prepay in full
outstanding  Letter of Credit  Advances) and shall  consist of Revolving  Credit
Advances made  simultaneously  by the Revolving Credit Lenders ratably according
to their  Revolving  Credit  Commitments.  Within the  limits of each  Revolving
Credit Lender's Unused Revolving Credit  Commitment in effect from time to time,
the Borrower may borrow under this Section  2.01(a),  prepay pursuant to Section
2.06(a) and reborrow under this Section 2.01(a).

         (b)  Letters of  Credit.  The  Issuing  Bank  agrees,  on the terms and
conditions  hereinafter set forth, to issue Letters of Credit for the account of
the  Borrower  from time to time on any  Business Day during the period from the
date hereof until 15 days before the Termination Date in an aggregate  Available
Amount (i) for all Letters of Credit  issued by such  Issuing Bank not to exceed
at any time the  Letter of Credit  Facility  at such time and (ii) for each such
Letter of Credit not to exceed the Unused  Revolving  Credit  Commitments of the
Revolving  Credit  Lenders  at such  time.  No Letter of  Credit  shall  have an
expiration  date  (including  all rights of the Borrower or the  beneficiary  to
require  renewal) later than the earlier of 15 days before the Termination  Date
and (A) in the case of a Standby  Letter of  Credit,  one year after the date of
issuance  thereof,  but may by its terms be  renewable  annually  upon notice (a
"NOTICE OF RENEWAL") given to the Issuing Bank and the  Administrative  Agent on
or prior to any date for  notice of renewal  set forth in such  Letter of Credit
but in any event at least three  Business Days prior to the date of the proposed
renewal of such Standby Letter of Credit and upon  fulfillment of the applicable
conditions  set forth in Article III unless the Issuing  Bank has  notified  the
Borrower (with a copy to the  Administrative  Agent) on or prior to the date for
notice of  termination  set forth in such  Letter of Credit  but in any event at
least 30 Business  Days prior to the date of  automatic  renewal of its election
not to renew such Standby Letter of Credit (a "NOTICE OF  TERMINATION")  and (B)
in the case of a Trade  Letter of  Credit,  60 days  after the date of  issuance
thereof;  provided  that the terms of each  Standby  Letter  of  Credit  that is
automatically  renewable annually shall (x) require the Issuing Bank to give the
beneficiary  named in such  Standby  Letter  of Credit  notice of any  Notice of
Termination,  (y) permit such beneficiary,  upon receipt of such notice, to draw
under such Standby  Letter of Credit  prior to the date such  Standby  Letter of
Credit  otherwise would have been  automatically  renewed and (z) not permit the
expiration  date (after giving effect to any renewal) of such Standby  Letter of
Credit in any event to be  extended  to a date  later  than 15 days  before  the
Termination  Date. If either a Notice or Renewal is not given by the Borrower or
a Notice of  Termination  is given by the relevant  Issuing Bank pursuant to the
immediately  preceding  sentence,  such Standby Letter of Credit shall expire on
the date on which it otherwise would have been automatically renewed;  provided,
however, that even in the absence of receipt of a Notice of Renewal, the Issuing
Bank  may  in  its  discretion,   unless  instructed  to  the  contrary  by  the
Administrative  Agent or the  Borrower,  deem that a Notice of Renewal  had been
timely  delivered  and in such case, a Notice or Renewal shall be deemed to have
been so delivered for all purposes  under this  Agreement.  Within the limits of
the Letter of Credit Facility,  and subject to the limits referred to above, the
Borrower  may  request  the  issuance  of Letters of Credit  under this  Section
2.01(b),  repay any Letter of Credit Advances

                                       24

<PAGE>


resulting from drawings  thereunder  pursuant to Section 2.03(c) and request the
issuance of additional Letters of Credit under this Section 2.01(b).

         SECTION 2.02. Making the Advances.  (a) Except as otherwise provided in
Section 2.03, each Borrowing shall be made on notice, given not later than 11:00
A.M.  (New York City  time) on the third  Business  Day prior to the date of the
proposed  Borrowing in the case of a Borrowing  consisting  of  Eurodollar  Rate
Advances,  or the first Business Day prior to the date of the proposed Borrowing
in the case of a Borrowing consisting of Base Rate Advances,  by the Borrower to
the  Administrative  Agent,  which shall give to each Appropriate  Lender prompt
notice  thereof by  telecopier.  Each such notice of a  Borrowing  (a "NOTICE OF
BORROWING")  shall  be  by  telephone,  confirmed  immediately  in  writing,  or
telecopier,  in substantially the form of Exhibit B hereto,  specifying  therein
the requested (i) date of such Borrowing,  (ii) Type of Advances comprising such
Borrowing,  (iii)  aggregate  amount of such Borrowing and (iv) in the case of a
Borrowing  consisting of Eurodollar Rate Advances,  initial  Interest Period for
each such Advance.  Each Appropriate  Lender shall,  before 11:00 A.M. (New York
City time) on the date of such Borrowing,  make available for the account of its
Applicable  Lending  Office to the  Administrative  Agent at the  Administrative
Agent's  Account,  in same day  funds,  such  Lender's  ratable  portion of such
Borrowing in accordance  with the respective  Commitments of such Lender and the
other  Appropriate  Lenders.  After the  Administrative  Agent's receipt of such
funds and upon  fulfillment  of the  applicable  conditions set forth in Article
III, the Administrative  Agent will make such funds available to the Borrower by
crediting the Borrower's  Account;  provided,  however,  that in the case of any
Borrowing under the Revolving Credit Facility,  the  Administrative  Agent shall
first make a portion of such funds equal to the  aggregate  principal  amount of
any Letter of Credit  Advances  made by Issuing Bank and by any other  Revolving
Credit  Lender and  outstanding  on the date of such  Borrowing,  plus  interest
accrued and unpaid thereon to and as of such date, available to the Issuing Bank
and such other  Revolving  Credit  Lender for repayment of such Letter of Credit
Advances.

         (b) Anything in subsection  (a) above to the contrary  notwithstanding,
the  Borrower  may not  select  Eurodollar  Rate  Advances  (i) for the  initial
Borrowing  hereunder,  (ii) for any  Borrowing if the  aggregate  amount of such
Borrowing is less than  $5,000,000 or (iii) if the obligation of the Appropriate
Lenders to make  Eurodollar  Rate Advances  shall then be suspended  pursuant to
Section 2.09 or 2.10;  provided,  however,  that if the  syndication  under this
Agreement  has not been  completed on or prior to the Effective  Date,  then the
Borrower may only select Eurodollar Rate Advances with one month Interest Period
until the  earlier of (i) the date which is one month after the  Effective  Date
and (ii) the date the syndication has been completed as shall be notified by the
Administrative  Agent in a notice to the  Borrower.  In addition,  the Revolving
Credit  Advances  may not be  outstanding  as part of  more  than  ten  separate
Borrowings.

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

         (d) Unless the Administrative  Agent shall have received notice from an
Appropriate  Lender prior to the date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's ratable portion of such
Borrowing,  the  Administrative  Agent may assume that such Lender has made such
portion available to the  Administrative  Agent on the date of such Borrowing in
accordance with subsection (a) of this Section 2.02 and the Administrative Agent
may, in reliance upon such  assumption,  make  available to the Borrower on such
date a  corresponding  amount.  If and to the

                                       25

<PAGE>


extent that such Lender shall not have so made such ratable portion available to
the Administrative  Agent, such Lender and the Borrower severally agree to repay
or pay to the Administrative Agent forthwith on demand such corresponding amount
and to pay  interest  thereon,  for each day from the date  such  amount is made
available  to the  Borrower  until the date such amount is repaid or paid to the
Administrative  Agent,  at (i) in the case of the  Borrower,  the interest  rate
applicable at such time under Section 2.07 to Advances comprising such Borrowing
and (ii) in the case of such  Lender,  the Federal  Funds  Rate.  If such Lender
shall pay to the Administrative Agent such corresponding  amount, such amount so
paid shall  constitute  such Lender's  Advance as part of such Borrowing for all
purposes.

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

         SECTION 2.03.  Issuance of and Drawings and Reimbursement Under Letters
of Credit. (a) Request for Issuance.  Each Letter of Credit shall be issued upon
notice,  given not  later  than  11:00  A.M.  (New York City  time) on the fifth
Business  Day  prior to the date of the  proposed  issuance  of such  Letter  of
Credit,  by  the  Borrower  to  the  Issuing  Bank,  which  shall  give  to  the
Administrative  Agent and each Revolving  Credit Lender prompt notice thereof by
telecopier.  Each such  notice of  issuance  of a Letter of Credit (a "NOTICE OF
ISSUANCE")  shall  be  by  telephone,   confirmed  immediately  in  writing,  or
telecopier,  specifying  therein the requested (A) date of such issuance  (which
shall be a Business  Day),  (B) Available  Amount of such Letter of Credit,  (C)
expiration  date of such  Letter  of  Credit  and (D)  name and  address  of the
beneficiary  of  such  Letter  of  Credit,  and  shall  be  accompanied  by such
application  and  agreement for letter of credit as the Issuing Bank may specify
to the Borrower for use in connection  with such  requested  Letter of Credit (a
"LETTER OF CREDIT AGREEMENT").  The Borrower and Issuing Bank shall negotiate in
good faith to agree any  changes to the form of such  Letter of Credit set forth
in Exhibit I-1 or I-2, as applicable, hereto. Upon agreement by the Borrower and
the Issuing  Bank on the form of such Letter of Credit and  provided the Issuing
Bank has not received  notice of objection to such issuance from Lenders holding
at least 50% of the Revolving  Credit  Commitments,  the Issuing Bank will, upon
fulfillment  of the  applicable  conditions  set forth in Article III, make such
Letter of Credit  available to the Borrower at its office referred to in Section
8.02 or as otherwise  agreed with the Borrower in connection with such issuance.
In the event  and to the  extent  that the  provisions  of any  Letter of Credit
Agreement shall conflict with this  Agreement,  the provisions of this Agreement
shall govern.

         (b) Letter of Credit Reports. The Issuing Bank shall furnish (A) to the
Administrative  Agent on the first  Business  Day of each week a written  report
summarizing  issuance  and  expiration  dates of  Letters  of Credit  during the
previous week and drawings during such week under all Letters of Credit,  (B) to
each Lender on the first Business Day of each month a written report summarizing
issuance and expiration dates of Letters of Credit and (C) to the Administrative
Agent and each  Lender  on the first  Business  Day of each  calendar  quarter a
written report setting forth the average daily aggregate Available Amount during
the preceding calendar quarter of all Letters of Credit.

         (c)  Drawings and  Reimbursement.  The payment by the Issuing Bank of a
draft drawn under any Letter of Credit shall constitute for all purposes of this
Agreement  the making by the Issuing Bank of a Letter of Credit  Advance,  which
shall be a Base Rate Advance,  in the amount of such draft.  Upon written demand
by the Issuing  Bank,  with a copy of such demand to the  Administrative  Agent,
each  Revolving  Credit Lender shall  purchase  from the Issuing  Bank,  and the
Issuing Bank shall sell and assign to each such Revolving  Credit  Lender,  such
Lender's Pro Rata share of such  outstanding  Letter of Credit Advance as of the
date of such  purchase,  by making  available for the account of its  Applicable
Lending Office to the Administrative  Agent for the account of the Issuing Bank,
or by deposit  to the  Administrative  Agent's  Account,  in same day funds,  an
amount equal to the portion of the outstanding  principal  amount of such Letter
of Credit  Advance to be  purchased  by such Lender.  Promptly  after  receiving
thereof, the Administrative Agent shall transfer such funds to the Issuing Bank.
The Borrower

                                       26

<PAGE>


hereby agrees to each such sale and  assignment.  Each  Revolving  Credit Lender
agrees to purchase its Pro Rata Share of an outstanding Letter of Credit Advance
on (i) the Business Day on which  demand  therefor is made by the Issuing  Bank,
provided that notice of such demand is given not later than 11:00 A.M. (New York
City time) on such Business Day, or (ii) the first Business Day next  succeeding
such  demand if notice of such  demand is given  after such time.  Upon any such
assignment by the Issuing Bank to any Revolving  Credit Lender of a portion of a
Letter of Credit Advance, the Issuing Bank represents and warrants to such other
Lender that the Issuing Bank is the legal and beneficial  owner of such interest
being  assigned  by it,  free  and  clear  of any  liens,  but  makes  no  other
representation  or warranty and assumes no  responsibility  with respect to such
Letter of Credit  Advance,  the Loan Documents or any Loan Party.  If and to the
extent that any  Revolving  Credit  Lender  shall not have so made the amount of
such  Letter of Credit  Advance  available  to the  Administrative  Agent,  such
Revolving Credit Lender agrees to pay to the  Administrative  Agent forthwith on
demand such amount together with interest thereon, for each day from the date of
demand  by  the  Issuing  Bank  until  the  date  such  amount  is  paid  to the
Administrative  Agent,  at the Federal Funds Rate for its account or the account
of  the  Issuing  Bank,  as  applicable.   If  such  Lender  shall  pay  to  the
Administrative  Agent such  amount for the  account of the  Issuing  Bank on any
Business  Day,  such amount so paid in respect of principal  shall  constitute a
Letter of Credit  Advance made by such Lender on such  Business Day for purposes
of this Agreement,  and the outstanding principal amount of the Letter of Credit
Advance  made by the  Issuing  Bank  shall be  reduced  by such  amount  on such
Business Day.

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

         SECTION 2.04. Repayment of Advances. (a) Revolving Credit Advances. The
Borrower shall repay to the Administrative  Agent for the ratable account of the
Revolving  Credit  Lenders on the  Termination  Date the  aggregate  outstanding
principal amount of the Revolving Credit Advances then outstanding.

         (b) Letter of Credit  Advances.  (i) The  Borrower  shall  repay to the
Administrative  Agent  for the  account  of the  Issuing  Bank  and  each  other
Revolving  Credit Lender that has made a Letter of Credit Advance on the earlier
of demand and the  Termination  Date the  outstanding  principal  amount of each
Letter of Credit Advance made by each of them.

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

               (A) any lack of validity or  enforceability of any Loan Document,
          any  Letter of  Credit  Agreement,  any  Letter of Credit or any other
          agreement or instrument  relating thereto (all of the foregoing being,
          collectively, the "L/C RELATED DOCUMENTS");

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

                                       27

<PAGE>


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

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

               (E) payment by any Issuing Bank under a Letter of Credit  against
          presentation of a draft or certificate or other document that does not
          strictly comply with the terms of such Letter of Credit,  except where
          such payment results from the gross  negligence or willful  misconduct
          of the Issuing Bank;

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

               (G) any other  circumstance or happening  whatsoever,  whether or
          not similar to any of the foregoing,  including,  without  limitation,
          any other  circumstance  that  might  otherwise  constitute  a defense
          available to, or a discharge  of, the Borrower or a guarantor,  except
          to the extent caused by the gross negligence or willful  misconduct of
          the Issuing Bank.

         SECTION  2.05.  Termination  or  Reduction  of  the  Commitments.   (a)
Optional.  The Borrower  may,  upon at least five  Business  Days' notice to the
Administrative Agent,  terminate in whole or reduce in part the Unused Revolving
Credit Commitments;  provided, however, that each partial reduction (i) shall be
in an aggregate  amount of $5,000,000  or an integral  multiple of $1,000,000 in
excess thereof and (ii) shall be made ratably among the  Appropriate  Lenders in
accordance with their Commitments.

         (b)  Mandatory.  (i) On the date of each repayment or prepayment of the
Term  Loan  Facilities  pursuant  to  Section  2.06(b)(i)(A)  or (B) or  Section
2.06(b)(ii),  the aggregate  Commitments of such Term Loan  Facilities  shall be
automatically and permanently  reduced,  on a pro rata basis, by an amount equal
to the  amount  by which the  aggregate  Commitments  immediately  prior to such
reduction exceed the aggregate unpaid principal amount of the advances under the
Term Loan  Facilities,  then  outstanding.  To the extent there are no Term Loan
Facilities   then   outstanding,   the  Revolving   Credit   Facility  shall  be
automatically  and  permanently  reduced on each date on which the prepayment of
Revolving Credit Advances outstanding thereunder is required to be made pursuant
to Section  2.06(b)(i)(A) or (B) by an amount equal to the applicable  Reduction
Amount, provided that each such reduction of the Revolving Credit Facility shall
be made ratably among the  Revolving  Credit  Lenders in  accordance  with their
Revolving Credit Commitments;  provided further,  however,  that notwithstanding
the foregoing  and Section  2.06(b)(v),  in no event shall the Revolving  Credit
Facility  be  reduced   pursuant  to  this  Section   2.05(b)(i)  to  less  than
$50,000,000.

         (ii) The Letter of Credit  Facility shall be  permanently  reduced from
time to time on the date of each reduction in the Revolving  Credit  Facility by
the amount, if any, by which the amount of the Letter of Credit Facility exceeds
the  Revolving  Credit  Facility  after giving  effect to such  reduction of the
Revolving Credit Facility.

         SECTION  2.06.  Prepayments.  (a)  Optional.  The Borrower may, upon at
least one  Business  Day's  notice in the case of Base Rate  Advances  and three
Business Days' notice in the case of

                                       28

<PAGE>


Eurodollar Rate Advances,  in each case to the Administrative  Agent stating the
proposed  date and aggregate  principal  amount of the  prepayment,  and if such
notice is given the Borrower shall,  prepay the outstanding  aggregate principal
amount of the Advances comprising part of the same Borrowing in whole or ratably
in part,  together with accrued  interest to the date of such  prepayment on the
aggregate  principal amount prepaid;  provided,  however,  that (x) each partial
prepayment  shall  be in an  aggregate  principal  amount  of  $3,000,000  or an
integral  multiple of $500,000 in excess  thereof,  (y) if any  prepayment  of a
Eurodollar Rate Advance is made on a date other than the last day of an Interest
Period for such Advance,  the Borrower shall also pay any amounts owing pursuant
to Section 9.04(c),  and (z) if one or more Term Loan Facilities are outstanding
on such date, any prepayment of a Term Loan Facility shall be applied to each of
the Term Loan Facilities on a pro rata basis.

         (b) Mandatory.  (i) The Borrower  shall,  on the date of receipt of the
Net Cash Proceeds by the Borrower or any of its Restricted Subsidiaries from (A)
the sale, lease,  transfer or other disposition of any assets of the Borrower or
any of its  Restricted  Subsidiaries  (other than any sale,  lease,  transfer or
other  disposition of assets pursuant to clause (i) of Section 5.02(e) or to the
extent  such Net Cash  Proceeds  are being  reinvested  in the  business  of the
Borrower  and its  Subsidiaries  within 6 months  from  receipt of such Net Cash
Proceeds),  (B)  the  incurrence  or  issuance  by  the  Borrower  or any of its
Restricted Subsidiaries of any Debt (other than any Debt incurred under any Term
Loan Facility pursuant to Section 2.17 or permitted by Section 5.02(b)), and (C)
any  Extraordinary  Receipt  received  by or paid to or for the  account  of the
Borrower or any of its  Restricted  Subsidiaries  and not otherwise  included in
clause (A) or (B) above,  prepay an aggregate  principal  amount of the Advances
comprising  part of the same  Borrowing in an amount equal to the amount of such
Net Cash Proceeds.  If one or more Term Loan  Facilities are outstanding on such
date,  each such  prepayment  shall be applied  ratably to each of the Term Loan
Facilities and the Revolving Credit Facility (as set forth in clause (v) below).
Any such prepayment of a Term Loan Facility shall be applied to the installments
thereof on a pro rata basis.

         (ii) The  Borrower  shall,  on the 90th day  following  the end of each
Fiscal Year,  prepay an  aggregate  principal  amount of the Term Loan  Advances
comprising  part of the same  Borrowings in an amount equal to the excess of (A)
50% of Excess Cash Flow over (B) the aggregate  principal amount of all optional
prepayments made under the Term Loan Facilities, if any, during such Fiscal Year
under Section 2.06(a),  until such time as the Leverage Ratio is less than 2.0:1
and, thereafter, so long as no Default shall have occurred and be continuing, 0%
of Excess Cash Flow. For the purposes of this Section  2.06(b)(ii)  only, Excess
Cash Flow for the year  ended  December  31,  2001 shall be  calculated  for the
period from the  Effective  Date through  December 31, 2001. If one or more Term
Loan  Facilities are  outstanding on such date,  each such  prepayment  shall be
applied  to each of the Term  Loan  Facilities  on a pro rata  basis  and to the
installments thereof on a pro rata basis.

         (iii) The Borrower  shall,  on each Business  Day,  prepay an aggregate
principal  amount of the Revolving  Credit Advances  comprising part of the same
Borrowings  and the Letter of Credit  Advances and deposit in the L/C Collateral
Account  an amount  equal to the  amount  by which (A) the sum of the  aggregate
principal  amount of (x) the  Revolving  Credit  Advances  and (y) the Letter of
Credit  Advances then  outstanding  plus the aggregate  Available  Amount of all
Letters of Credit then outstanding  exceeds (B) the Revolving Credit Facility on
such Business Day.

         (iv)  The  Borrower   shall,   on  each   Business   Day,  pay  to  the
Administrative  Agent  for  deposit  in the L/C  Collateral  Account  an  amount
sufficient to cause the aggregate amount on deposit in such Account to equal the
amount by which the  aggregate  Available  Amount of all  Letters of Credit then
outstanding exceeds the Letter of Credit Facility on such Business Day.

         (v)  Prepayments  of the  Revolving  Credit  Facility  made pursuant to
clause (i) or (iii) above of this Section 2.06 shall be first  applied to prepay
Letter of Credit Advances then outstanding until such Advances are paid in full,
second applied to prepay Revolving  Credit Advances then outstanding  comprising
part of the same  Borrowings  until  such  Advances  are paid in full and  third
deposited  in the

                                       29

<PAGE>


L/C Collateral Account to cash collateralize 100% of the Available Amount of the
Letters  of  Credit  then  outstanding;  and in the case of  prepayments  of the
Revolving  Credit Facility  required  pursuant to clause (i) or (ii) above,  the
amount  remaining (if any) after the prepayment in full of the Revolving  Credit
Advances then outstanding and the 100% cash  collateralization  of the aggregate
Available  Amount  of  Letters  of  Credit  then  outstanding  (the  sum of such
prepayment amounts, cash  collateralization  amounts and remaining amount being,
collectively,  the  "REDUCTION  AMOUNT") may be retained by the Borrower and the
Revolving  Credit Facility shall be permanently  reduced as set forth in Section
2.05(b)(i).  Upon the  drawing of any  Letter of Credit  for which  funds are on
deposit in the L/C Collateral Account,  such funds shall be applied to reimburse
the Issuing Bank or Revolving Credit Lenders, as applicable.

         (vi) All  prepayments  under this subsection (b) shall be made together
with accrued  interest to the date of such  prepayment on the  principal  amount
prepaid.  If any payment of Eurodollar  Rate Advances  otherwise  required to be
made under this Section  2.06(b)  would be made on a day other than the last day
of the  applicable  Interest  Period  therefor,  the  Borrower  may  direct  the
Administrative  Agent to (and if so directed  the  Administrative  Agent  shall)
deposit such  payment in the L/C  Collateral  Account  until the last day of the
applicable  Interest Period at which time the  Administrative  Agent shall apply
the  amount  of such  payment  to the  prepayment  of such  Advances;  provided,
however,  that such  Advances  shall  continue to bear  interest as set forth in
Section 2.07 until the last day of the applicable Interest Period therefor.

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

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

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

         (b) Default Interest. Upon the occurrence and during the continuance of
an Event of Default under Section  6.01(a),  the Borrower  shall pay interest on
(i) the unpaid principal amount of each Advance owing to each Lender, payable in
arrears  on the dates  referred  to in clause  (a)(i)  or  (a)(ii)  above and on
demand,  at a rate per annum  equal at all times to 2% per annum  above the rate
per annum  required  to be paid on such  Advance  pursuant  to clause  (a)(i) or
(a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any
interest,  fee or other amount payable under the Loan Documents that is not paid
when due, from the date such amount shall be due until such amount shall be paid
in full, payable in arrears on the date such amount shall be paid in full and on
demand,  at a rate per annum  equal at all times to 2% per annum  above the rate
per annum  required to be paid, in the case of interest,  on the Type of Advance
on which such  interest has accrued  pursuant to clause  (a)(i) or (a)(ii) above
and, in all other cases, on Base Rate Advances pursuant to clause (a)(i) above.

         (c) Notice of Interest Period and Interest Rate. Promptly after receipt
of a Notice of Borrowing  pursuant to Section  2.02(a),  a notice of  Conversion
pursuant to Section 2.09 or a notice of selection of an Interest Period pursuant
to the terms of the definition of "Interest Period",  the

                                       30

<PAGE>


Administrative  Agent shall give notice to the  Borrower  and each Lender of the
applicable  Interest  Period and the applicable  interest rate determined by the
Administrative Agent for purposes of clause (a)(i) or (a)(ii) above.

         SECTION 2.08.  Fees. (a) Commitment  Fee. With respect to the Revolving
Credit  Facility,  the Borrower  shall pay to the  Administrative  Agent for the
account of the Lenders a commitment  fee, from the date of this Agreement in the
case of each  Initial  Lender  and  from the  effective  date  specified  in the
Assignment  and  Acceptance  pursuant to which it became a Lender in the case of
each other Lender until the Termination  Date,  payable  quarterly in arrears on
the last day of each March, June,  September and December,  commencing September
30,  2001,  and on the  Termination  Date,  at a rate  equal  to the  Applicable
Percentage  then  in  effect  on  the  average  daily  Unused  Revolving  Credit
Commitment  of such Lender  during such  quarter;  provided,  however,  that any
commitment  fee accrued with respect to the  Revolving  Credit  Commitment  of a
Defaulting  Lender  during the  period  prior to the time such  Lender  became a
Defaulting  Lender and unpaid at such time shall not be payable by the  Borrower
so long as such Lender  shall be a Defaulting  Lender  except to the extent that
such  commitment  fee shall  otherwise  have been due and payable  prior to such
time; and provided  further that no commitment fee shall accrue on the Revolving
Credit  Commitment  of a  Defaulting  Lender so long as such  Lender  shall be a
Defaulting Lender.

         (b)  Letter of  Credit  Fee,  Etc.  (i) The  Borrower  shall pay to the
Administrative  Agent for the  account of each Lender a  commission,  payable in
arrears quarterly on the last day of each March,  June,  September and December,
commencing September 30, 2001, and on the earliest to occur of the full drawing,
expiration,  termination  or  cancellation  of any  Letter of Credit  and on the
Termination  Date, on such Lender's Pro Rata Share of the actual daily aggregate
Available  Amount during such quarter of all Letters of Credit  outstanding from
time to time at the rate per annum equal to the Applicable Margin then in effect
for Revolving  Credit  Advances  that are  Eurodollar  Rate Advances  (including
default interest, if any).

         (ii) The Borrower  shall pay to the Issuing Bank,  for its own account,
(A) an issuance fee for each Letter of Credit in an amount equal to 0.25% of the
Available Amount of such Letter of Credit on the date of issuance of such Letter
of Credit,  payable on such date and (B) such other  commissions,  transfer fees
and other fees and charges in connection with the issuance or  administration of
each Letter of Credit as the Borrower and the Issuing Bank shall agree.

         (c)  Agents'  Fees.  The  Borrower  shall pay to each Agent for its own
account  such fees as may from time to time be agreed  between the  Borrower and
such Agent.

         SECTION 2.09. Conversion of Advances. (a) Optional. The Borrower may on
any Business Day, upon notice given to the  Administrative  Agent not later than
11:00 A.M.  (New York City time) on the third  Business Day prior to the date of
the proposed Conversion and subject to the provisions of Sections 2.06 and 2.09,
Convert  all or any  portion of the  Advances  of one Type  comprising  the same
Borrowing into Advances of the other Type;  provided,  however,  that (i) if any
Conversion of Eurodollar  Rate Advances into Base Rate Advances shall be made on
a date other than the last day of an Interest  Period for such  Eurodollar  Rate
Advances, the Borrower shall also pay amounts owing pursuant to Section 9.04(c),
(ii) any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be
in an amount not less than the  minimum  amount  specified  in Section  2.02(b),
(iii) no  Conversion of any Advances  shall result in more  separate  Borrowings
than  permitted  under  Section  2.02(b)  and (iv) each  Conversion  of Advances
comprising part of the same Borrowing shall be made ratably among the Lenders in
accordance with their Commitments.  Each such notice of Conversion shall, within
the restrictions specified above, specify (i) the date of such Conversion,  (ii)
the Advances to be Converted  and (iii) if such  Conversion  is into  Eurodollar
Rate Advances,  the duration of the initial  Interest  Period for such Advances.
Each notice of Conversion shall be irrevocable and binding on the Borrower.

                                       31

<PAGE>


         (b) Mandatory.  (i) On the date on which the aggregate unpaid principal
amount of Eurodollar Rate Advances shall be reduced, by payment or prepayment or
otherwise,  to less than $5,000,000,  such Advances shall automatically  Convert
into Base Rate Advances.

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

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

         SECTION  2.10.  Increased  Costs,  Etc.  (a) If,  due to either (i) the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other  governmental  authority (whether or not having the force of law),
there shall be any  increase in the cost to any Lender Party of agreeing to make
or of making,  funding or maintaining Eurodollar Rate Advances or of agreeing to
make or of making or  maintaining  Letter of  Credit  Advances  (excluding,  for
purposes of this Section 2.10, any such increased costs resulting from (x) Taxes
or Other Taxes (as to which  Section  2.12 shall  govern) and (y) changes in the
basis of taxation of overall  net income or overall  gross  income by the United
States or by the  foreign  jurisdiction  or state  under the laws of which  such
Lender Party is organized or has its Applicable  Lending Office or any political
subdivision thereof),  then the Borrower shall from time to time, upon demand by
such Lender Party (with a copy of such demand to the Administrative  Agent), pay
to the  Administrative  Agent for the  account of such Lender  Party  additional
amounts  sufficient to  compensate  such Lender Party for such  increased  cost;
provided,  however,  that a Lender Party claiming  additional amounts under this
Section 2.10(a) agrees to use reasonable  efforts  (consistent with its internal
policy  and  legal  and  regulatory   restrictions)  to  designate  a  different
Applicable  Lending  Office if the making of such a designation  would avoid the
need for,  or reduce the  amount of,  such  increased  cost that may  thereafter
accrue and would not,  in the  reasonable  judgment  of such  Lender  Party,  be
otherwise  disadvantageous  to such Lender Party. A certificate as to the amount
of such increased cost, submitted to the Borrower by such Lender Party, shall be
conclusive and binding for all purposes,  absent manifest error.

         (b) If,  due to either (i) the  introduction  of or any change in or in
the  interpretation  of any law or  regulation or (ii) the  compliance  with any
guideline  or request  from any  central  bank or other  governmental  authority
(whether  or not having the force of law),  there  shall be any  increase in the
amount of capital  required or expected to be  maintained by any Lender Party or
any corporation  controlling  such Lender Party as a result of or based upon the
existence of such Lender  Party's  commitment to lend or to issue or participate
in  Letters  of  Credit  hereunder  and  other  commitments  of such type or the
issuance or maintenance of or participation in the Letters of Credit (or similar
contingent  obligations),  then,  upon  demand  by  such  Lender  Party  or such
corporation  (with a copy of  such  demand  to the  Administrative  Agent),  the
Borrower  shall pay to the  Administrative  Agent for the account of such Lender
Party, from time to time as specified by such Lender Party,  additional  amounts
sufficient to compensate  such Lender Party in the light of such  circumstances,
to the extent that such Lender  Party  reasonably  determines  such  increase in
capital to be allocable to the  existence of such Lender  Party's  commitment to
lend or to issue or participate  in Letters of Credit  hereunder or the issuance
or  maintenance  of or  participation  in the  Letters  of  credit  (or  similar
contingent  obligations).  A  certificate  as to such  amounts  submitted to the
Borrower by such Lender Party shall be conclusive  and binding for all purposes,
absent manifest error.

         (c) If, with respect to any Eurodollar  Rate  Advances,  Lenders owed a
majority of the then aggregate  unpaid  principal amount of such Advances notify
the  Administrative  Agent that the

                                       32

<PAGE>


Eurodollar  Rate for any Interest  Period for such Advances will not  adequately
reflect  the cost to such  Lenders  of  making,  funding  or  maintaining  their
Eurodollar  Rate Advances for such Interest  Period,  the  Administrative  Agent
shall  forthwith so notify the Borrower and the Appropriate  Lenders,  whereupon
(i) each such Eurodollar Rate Advance will automatically, on the last day of the
then existing  Interest  Period  therefor,  Convert into a Base Rate Advance and
(ii) the obligation of the Appropriate  Lenders to make, or to Convert  Advances
into, Eurodollar Rate Advances shall be suspended until the Administrative Agent
shall  notify  the  Borrower  that  such  Lenders  have   determined   that  the
circumstances causing such suspension no longer exist.

         (d)  Notwithstanding  any other  provision  of this  Agreement,  if the
introduction  of or  any  change  in or in  the  interpretation  of  any  law or
regulation  shall make it unlawful,  or any central  bank or other  governmental
authority  shall  assert that it is unlawful,  for any Lender or its  Eurodollar
Lending  Office to perform its  obligations  hereunder to make  Eurodollar  Rate
Advances or to continue to fund or maintain  Eurodollar Rate Advances hereunder,
then,  on notice  thereof and demand  therefor  by such  Lender to the  Borrower
through  the  Administrative  Agent,  (i)  each  Eurodollar  Rate  Advance  will
automatically,  upon such demand,  Convert into a Base Rate Advance and (ii) the
obligation  of the  Appropriate  Lenders to make, or to Convert  Advances  into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent shall
notify the  Borrower  that such  Lender has  determined  that the  circumstances
causing such suspension no longer exist; provided,  however, that, before making
any such demand,  such Lender agrees to use reasonable efforts  (consistent with
its  internal  policy and legal and  regulatory  restrictions)  to  designate  a
different  Eurodollar  Lending Office if the making of such a designation  would
allow such Lender or its  Eurodollar  Lending  Office to continue to perform its
obligations to make  Eurodollar Rate Advances or to continue to fund or maintain
Eurodollar  Rate  Advances  and would not, in the  judgment of such  Lender,  be
otherwise disadvantageous to such Lender.

         SECTION 2.11.  Payments and  Computations.  (a) The Borrower shall make
each  payment  hereunder  and  under  the  Notes,  irrespective  of any right of
counterclaim  or set-off  (except as otherwise  provided in Section  2.15),  not
later than 11:00 A.M.  (New York City time) on the day when due in U.S.  dollars
to the Administrative  Agent at the  Administrative  Agent's Account in same day
funds, with payments being received by the Administrative  Agent after such time
being  deemed to have been  received on the next  succeeding  Business  Day. The
Administrative Agent will promptly thereafter cause like funds to be distributed
(i) if such  payment  by the  Borrower  is in respect  of  principal,  interest,
commitment  fees or any other  Obligation  then payable  hereunder and under the
Notes to more than one Lender Party,  to such Lender  Parties for the account of
their  respective  Applicable  Lending  Offices  ratably in accordance  with the
amounts of such respective  Obligations  then payable to such Lender Parties and
(ii) if such  payment  by the  Borrower  is in respect  of any  Obligation  then
payable  hereunder to one Lender Party,  to such Lender Party for the account of
its Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording  of the  information  contained  therein in the  Register  pursuant to
Section  9.07(d),  from and  after the  effective  date of such  Assignment  and
Acceptance, the Administrative Agent shall make all payments hereunder and under
the Notes in  respect of the  interest  assigned  thereby  to the  Lender  Party
assignee  thereunder,  and the parties to such  Assignment and Acceptance  shall
make all  appropriate  adjustments  in such  payments for periods  prior to such
effective date directly between themselves.

         (b) The Borrower  hereby  authorizes  each Lender Party,  if and to the
extent  payment owed to such Lender Party is not made when due  hereunder or, in
the case of a Lender Party,  under any Note held by such Lender Party, to charge
from time to time, to the fullest extent permitted by law, against any or all of
the  Borrower's  accounts  with such Lender  Party any amount so due.  Each such
Lender  Party  agrees  promptly  to notify the  Borrower  after  making any such
charge; provided, however, that the failure to give such notice shall not affect
the validity of such charge.

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<PAGE>


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

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

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

         (f) If the  Administrative  Agent receives funds for application to the
Obligations  under the Loan  Documents  under  circumstances  for which the Loan
Documents do not specify the Advances or the Facility to which, or the manner in
which, such funds are to be applied, the Administrative Agent may, but shall not
be obligated to, elect to distribute  such funds to each Lender Party ratably in
accordance with such Lender Party's  proportionate share of the principal amount
of all  outstanding  Advances and the Available  Amount of all Letters of Credit
then outstanding, in repayment or prepayment of such of the outstanding Advances
or other  Obligations  owed to such Lender Party,  and for  application  to such
principal installments, as the Administrative Agent shall direct.

         SECTION  2.12.  Taxes.  (a)  Except  as  required  by law,  any and all
payments by or for the account of any Loan Party hereunder, or in respect of the
Notes or any other Loan  Document,  shall be made,  in  accordance  with Section
2.10, free and clear of and without  deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with  respect  thereto,  excluding,  in the case of each  Lender  Party and each
Agent, taxes that are imposed on its overall net income by the United States and
taxes that are imposed on its overall net income (and franchise taxes imposed in
lieu thereof) by the state or foreign  jurisdiction under the laws of which such
Lender Party or such Agent,  as the case may be, is  organized or any  political
subdivision  thereof  and,  in the case of each  Lender  Party,  taxes  that are
imposed on its overall net income (and franchise  taxes imposed in lieu thereof)
by the state or foreign  jurisdiction of such Lender Party's  Applicable Lending
Office  or any  political  subdivision  thereof  (all such  non-excluded  taxes,
levies, imposts, deductions, charges, withholdings and liabilities in respect of
payments hereunder or under the Notes being hereinafter referred to as "TAXES").
If a Loan Party  shall be required by law to deduct any Taxes from or in respect
of any sum payable  hereunder  or under any Note or other Loan  Documents to any
Lender  Party or any Agent,  (i) the sum  payable  by such Loan  Party  shall be
increased   as  may  be  necessary  so  that  after  such  Loan  Party  and  the
Administrative  Agent have made all required  deductions  (including  deductions
applicable to additional sums payable under this Section 2.12) such Lender Party
or such Agent,  as the case may be,

                                       34

<PAGE>


receives  an  amount  equal  to the  sum it  would  have  received  had no  such
deductions  been made,  (ii) such Loan Party shall make all such  deductions and
(iii)  such  Loan  Party  shall pay the full  amount  deducted  to the  relevant
taxation authority or other authority in accordance with applicable law.

         (b) In addition, each Loan Party shall pay any present or future stamp,
documentary,  excise,  property or similar  taxes,  charges or levies that arise
from any payment made  hereunder  or under the Notes or other Loan  Documents or
from the execution, delivery or registration of, performance under, or otherwise
with  respect  to,  this  Agreement,  the  Notes  or  any  other  Loan  Document
(hereinafter referred to as "OTHER TAXES").

         (c) Each Loan Party shall  indemnify  each Lender  Party and each Agent
for and hold them harmless against the full amount of Taxes and Other Taxes, and
for the full amount of taxes of any kind imposed by any  jurisdiction on amounts
payable under this Section 2.12, imposed on or paid by such Lender Party or such
Agent (as the case may be) and any liability (including penalties,  additions to
tax,  interest and expenses)  arising  therefrom or with respect  thereto.  This
indemnification  shall be made within 30 days from the date such Lender Party or
such Agent (as the case may be) makes written demand therefor.

         (d) Within 45 days after the date of any payment of Taxes, the relevant
Loan Party shall furnish to the Administrative Agent, at its address referred to
in Section 9.02, the original or a certified copy of a receipt  evidencing  such
payment.  In the case of any payment  hereunder or under the Notes or other Loan
Documents  by or on behalf of such  Loan  Party  through  an  account  or branch
outside the United  States or by or on behalf of such Loan Party by a payor that
is not a United States person,  if such Loan Party  determines that no Taxes are
payable in respect thereof,  such Loan Party shall furnish,  or shall cause such
payor to furnish,  to the Administrative  Agent, at such address,  an opinion of
counsel  acceptable  to the  Administrative  Agent  stating that such payment is
exempt from Taxes. For purposes of subsections (d) and (e) of this Section 2.12,
the terms  "UNITED  STATES" and "UNITED  STATES  PERSON" shall have the meanings
specified in Section 7701 of the Internal Revenue Code.

         (e) Each Lender  Party that is not a "United  States  person",  as such
term is defined in Section  7701(c)(30) of the Code,  shall,  on or prior to the
date of its execution and delivery of this Agreement in the case of each Initial
Lender or Initial  Issuing Bank and on the date of the Assignment and Acceptance
pursuant  to which it becomes a Lender  Party in the case of each  other  Lender
Party,  and from time to time thereafter as requested in writing by the relevant
Loan Party (but only so long  thereafter as such Lender Party  remains  lawfully
able to do so),  provide  each of the  Administrative  Agent and each Loan Party
with two original  Internal Revenue Service forms 1001 or 4224,  W-8ECI,  W-8 or
W-8BEN (and if such  Lender  Party  delivers a form W-8 or W8-BEN in  connection
with Section 871(h) or 881(e) of the Code, a certificate  representing that such
Lender  Party is not a "bank" for  purposes  of Section  881(c) of the  Internal
Revenue  Code,  is not a 10-percent  shareholder,  within the meaning of Section
871(h)(3)(B)  of the  Internal  Revenue  Code,  of the Loan  Party  and is not a
controlled foreign  corporation related to the Loan Party, within the meaning of
Section  864(d)(4)  of  the  Internal  Revenue  Code),  as  appropriate,  or any
successor or other form prescribed by the Internal Revenue  Service,  certifying
that such Lender  Party is exempt  from or entitled to a reduced  rate of United
States  withholding tax on payments  pursuant to this Agreement or the Notes or,
in the case of a Lender Party  providing a form W-8 or W-8BEN,  certifying  that
such Lender Party is a foreign corporation, partnership, estate or trust. If the
forms  provided by a Lender Party at the time such Lender Party first  becomes a
party to this Agreement  indicate a United States interest  withholding tax rate
in excess of zero,  withholding  tax at such rate shall be  considered  excluded
from Taxes unless and until such Lender Party  provides  the  appropriate  forms
certifying that a lesser rate applies,  whereupon withholding tax at such lesser
rate only shall be considered  excluded from Taxes for periods  governed by such
forms;  provided,  however, that if, at the effective date of the Assignment and
Acceptance  pursuant to which a Lender Party becomes a party to this  Agreement,
the Lender Party assignor was entitled to payments under  subsection (a) of this
Section  2.12 in  respect  of United  States  withholding  tax with  respect  to
interest paid at such date,  then,  to such extent and only to

                                       35

<PAGE>


such extent, the term Taxes shall include (in addition to withholding taxes that
may be imposed in the future or other  amounts  otherwise  includable  in Taxes)
United States  withholding  tax, if any,  applicable  with respect to the Lender
Party  assignee  on such  date.  If any  form or  document  referred  to in this
subsection (e) requires the disclosure of  information,  other than  information
necessary to compute the tax payable and information required on the date hereof
by Internal  Revenue  Service  form 1001,  4224,  W-8,  W-8BEN or W-8ECI (or the
related   certificate   described  above),  that  the  applicable  Lender  Party
reasonably  considers  to be  confidential,  such Lender Party shall give notice
thereof to the Loan Party and shall not be  obligated to include in such form or
document such confidential information.

         (f) For any period with  respect to which a Lender  Party has failed to
provide  the  relevant  Loan  Party  with  the  appropriate  form  described  in
subsection  (e)  above  (other  than if such  failure  is due to a change in law
occurring  after the date on which a form originally was required to be provided
or if such form  otherwise is not required  under  subsection  (e) above),  such
Lender Party shall not be entitled to  indemnification  under  subsection (a) or
(c) of this Section 2.12 with respect to Taxes  imposed by the United  States by
reason of such  failure;  provided,  however,  that should a Lender Party become
subject to Taxes  because of its failure to deliver a form  required  hereunder,
the  relevant  Loan  Party  shall  take such steps as such  Lender  Party  shall
reasonably request to assist such Lender Party to recover such Taxes.

         (g) In the event that an additional  payment is made under Section 2.12
for the account of any Lender Party and such Lender Party,  in its sole opinion,
determines that it has finally and irrevocably received or been granted a refund
in respect of any Taxes paid  pursuant to this Section  2.12,  such Lender Party
shall  promptly  remit such  refund to the  Borrower,  net of all  out-of-pocket
expenses of such Lender  Party;  provided,  however,  that the Borrower upon the
request of such  Lender  Party,  agrees to  promptly  return such refund to such
Lender  Party in the event such Lender Party is required to repay such refund to
the relevant taxing authority. Nothing contained herein shall interfere with the
right of a Lender Party to arrange its tax affairs in whatever  manner it thinks
fit nor  oblige  any Lender  Party to apply for any  refund or to  disclose  any
information relating to its tax affairs or any computations in respect thereof.

         SECTION  2.13.  Sharing of  Payments,  Etc.  If any Lender  Party shall
obtain at any time any  payment  (whether  voluntary,  involuntary,  through the
exercise of any right of  set-off,  or  otherwise,  other than as a result of an
assignment  pursuant  to Section  9.07) (a) on account  of  Obligations  due and
payable  to such  Lender  Party  hereunder  and  under the Notes at such time in
excess of its ratable share  (according  to the  proportion of (i) the amount of
such  Obligations  due and payable to such Lender Party at such time to (ii) the
aggregate  amount of the  Obligations  due and  payable  to all  Lender  Parties
hereunder  and under the  Notes at such  time) of  payments  on  account  of the
Obligations due and payable to all Lender Parties  hereunder and under the Notes
at such time  obtained by all the Lender  Parties at such time or (b) on account
of  Obligations  owing (but not due and payable) to such Lender Party  hereunder
and under the Notes at such time in excess of its ratable  share  (according  to
the proportion of (i) the amount of such Obligations  owing to such Lender Party
at such time to (ii) the aggregate amount of the Obligations  owing (but not due
and payable) to all Lender  Parties  hereunder and under the Notes at such time)
of payments on account of the Obligations owing (but not due and payable) to all
Lender Parties hereunder and under the Notes at such time obtained by all of the
Lender Parties at such time, such Lender Party shall forthwith purchase from the
other  Lender  Parties  such  interests  or   participating   interests  in  the
Obligations  due and  payable or owing to them,  as the case may be, as shall be
necessary  to cause such  purchasing  Lender  Party 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 Party, such
purchase  from each other Lender Party shall be rescinded  and such other Lender
Party shall  repay to the  purchasing  Lender  Party the  purchase  price to the
extent of such Lender Party's ratable share  (according to the proportion of (i)
the  purchase  price paid to such Lender  Party to (ii) the  aggregate  purchase
price paid to all Lender Parties) of such recovery together with an amount equal
to such Lender  Party's  ratable share  (according to the  proportion of (i) the
amount of such other Lender Party's required  repayment to (ii) the total amount
so recovered from the  purchasing  Lender Party) of any interest or other amount
paid or payable by the purchasing Lender Party in respect of the total amount so
recovered;

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<PAGE>


provided further that, so long as the Obligations under the Loan Documents shall
not have been accelerated, any excess payment received by any Appropriate Lender
shall be shared on a pro rata  basis only with other  Appropriate  Lenders.  The
Borrower agrees that any Lender Party so purchasing an interest or participating
interest  from another  Lender  Party  pursuant to this Section 2.13 may, to the
fullest extent permitted by law,  exercise all its rights of payment  (including
the right of set-off),  except as limited hereby,  with respect to such interest
or participating  interest, as the case may be, as fully as if such Lender Party
were the direct  creditor  of the  Borrower  in the amount of such  interest  or
participating interest, as the case may be.

         SECTION 2.14. Use of Proceeds.  The Revolving  Credit Advances shall be
available (and the Borrower  agrees that it shall use such  proceeds)  solely to
provide  working  capital for the  Borrower and its  Subsidiaries  and for other
general corporate purposes of the Borrower and its Subsidiaries. The proceeds of
advances  made under the Term Loan  Facilities,  if any,  shall be available for
purposes  to be  agreed  upon  by the  Borrower  and the  Administrative  Agent;
provided,   however,   that  such  proceeds  may  be  used  in  connection  with
acquisitions by the Borrower.

         SECTION  2.15.  Defaulting  Lenders.  (a) In the event that, at any one
time, (i) any Lender Party shall be a Defaulting  Lender,  (ii) such  Defaulting
Lender  shall owe a Defaulted  Advance to the  Borrower  and (iii) the  Borrower
shall be required to make any payment hereunder or under any other Loan Document
to or for the account of such Defaulting Lender,  then the Borrower may, so long
as no  Default  shall  occur or be  continuing  at such time and to the  fullest
extent  permitted by applicable  law, set off and otherwise apply the Obligation
of the  Borrower to make such  payment to or for the account of such  Defaulting
Lender against the obligation of such  Defaulting  Lender to make such Defaulted
Advance.  In the event  that,  on any date,  the  Borrower  shall so set off and
otherwise  apply its obligation to make any such payment  against the obligation
of such Defaulting Lender to make any such Defaulted Advance on or prior to such
date,  the  amount  so set off  and  otherwise  applied  by the  Borrower  shall
constitute  for all purposes of this  Agreement and the other Loan  Documents an
Advance by such  Defaulting  Lender  made on the date of such  setoff  under the
Facility  pursuant to which such Defaulted  Advance was  originally  required to
have been made pursuant to Section 2.01.  Such Advance shall be considered,  for
all purposes of this Agreement,  to comprise part of the Borrowing in connection
with which such  Defaulted  Advance  was  originally  required to have been made
pursuant to Section 2.01,  even if the other Advances  comprising such Borrowing
shall be Eurodollar  Rate Advances on the date such Advance is deemed to be made
pursuant to this  subsection  (a). The Borrower shall notify the  Administrative
Agent at any time the Borrower  exercises its right of set-off  pursuant to this
subsection (a) and shall set forth in such notice (A) the name of the Defaulting
Lender and the Defaulted  Advance required to be made by such Defaulting  Lender
and (B) the amount set off and  otherwise  applied in respect of such  Defaulted
Advance  pursuant to this subsection (a). Any portion of such payment  otherwise
required to be made by the  Borrower  to or for the  account of such  Defaulting
Lender which is paid by the Borrower,  after giving effect to the amount set off
and otherwise  applied by the Borrower pursuant to this subsection (a), shall be
applied by the  Administrative  Agent as specified in  subsection  (b) or (c) of
this Section 2.15.

         (b) In the event that, at any one time, (i) any Lender Party shall be a
Defaulting  Lender,  (ii) such Defaulting Lender shall owe a Defaulted Amount to
any Agent or any of the other Lender  Parties and (iii) the Borrower  shall make
any payment  hereunder  or under any other Loan  Document to the  Administrative
Agent for the account of such Defaulting Lender,  then the Administrative  Agent
may,  on its  behalf or on  behalf of such  other  Agents or such  other  Lender
Parties and to the fullest  extent  permitted by applicable  law,  apply at such
time the amount so paid by the Borrower to or for the account of such Defaulting
Lender to the payment of each such  Defaulted  Amount to the extent  required to
pay such Defaulted Amount. In the event that the  Administrative  Agent shall so
apply any such amount to the payment of any such  Defaulted  Amount on any date,
the amount so applied  by the  Administrative  Agent  shall  constitute  for all
purposes of this Agreement and the other Loan Documents payment, to such extent,
of such  Defaulted  Amount  on such  date.  Any such  amount so

                                       37

<PAGE>


applied by the  Administrative  Agent shall be  retained  by the  Administrative
Agent or  distributed by the  Administrative  Agent to such other Agents or such
other Lender Parties, ratably in accordance with the respective portions of such
Defaulted Amounts payable at such time to the  Administrative  Agent, such other
Agents and such other Lender  Parties and, if the amount of such payment made by
the Borrower  shall at such time be  insufficient  to pay all Defaulted  Amounts
owing at such time to the Administrative Agent, such other Agents and such other
Lender Parties, in the following order of priority:

          (i) first, to the Agents for any Defaulted Amounts then owing to them,
     in their  capacities as such,  ratably in accordance  with such  respective
     Defaulted Amounts then owing to the Agents;

          (ii) second,  to the Issuing Bank for any Defaulted Amounts then owing
     to it, in its capacity as such; and

          (iii) third,  to any other Lender  Parties for any  Defaulted  Amounts
     then owing to such other Lender  Parties,  ratably in accordance  with such
     respective Defaulted Amounts then owing to such other Lender Parties.

Any portion of such amount paid by the Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied by the
Administrative Agent pursuant to this subsection (b), shall be applied by the
Administrative Agent as specified in subsection (c) of this Section 2.15.

         (c) In the event that, at any one time, (i) any Lender Party shall be a
Defaulting Lender, (ii) such Defaulting Lender shall not owe a Defaulted Advance
or a  Defaulted  Amount and (iii) the  Borrower,  any Agent or any other  Lender
Party shall be required to pay or distribute  any amount  hereunder or under any
other Loan Document to or for the account of such  Defaulting  Lender,  then the
Borrower or such Agent or such other  Lender  Party shall pay such amount to the
Administrative  Agent to be held by the  Administrative  Agent,  to the  fullest
extent permitted by applicable law, in escrow or the Administrative Agent shall,
to the fullest  extent  permitted by applicable  law, hold in escrow such amount
otherwise held by it. Any funds held by the Administrative Agent in escrow under
this subsection (c) shall be deposited by the Administrative Agent in an account
with MS&Co., in the name and under the control of the Administrative  Agent, but
subject to the provisions of this subsection  (c). The terms  applicable to such
account,  including  the rate of  interest  payable  with  respect to the credit
balance of such  account  from time to time,  shall be MS&Co.'s  standard  terms
applicable to escrow accounts  maintained with it. Any interest credited to such
account  from time to time shall be held by the  Administrative  Agent in escrow
under, and applied by the  Administrative  Agent from time to time in accordance
with the provisions of, this subsection (c). The Administrative  Agent shall, to
the fullest  extent  permitted  by  applicable  law,  apply all funds so held in
escrow from time to time to the extent  necessary to make any Advances  required
to be made by such  Defaulting  Lender  and to pay any  amount  payable  by such
Defaulting  Lender  Party  hereunder  and under the other Loan  Documents to the
Administrative  Agent or any other Lender  Party,  as and when such  Advances or
amounts  are  required  to be made or paid and,  if the amount so held in escrow
shall at any time be  insufficient to make and pay all such Advances and amounts
required to be made or paid at such time, in the following order of priority:

          (i) first,  to the Agents for any amounts then due and payable by such
     Defaulting Lender to them hereunder,  in their capacities as such,  ratably
     in  accordance  with such  respective  amounts  then due and payable to the
     Agents;

          (ii) second, to the Issuing Banks for any amounts then due and payable
     to it hereunder, in its capacity as such, by such Defaulting Lender;

                                       38

<PAGE>


          (iii) third,  to any other Lender  Parties for any amount then due and
     payable by such Defaulting  Lender to such other Lender Parties  hereunder,
     ratably in accordance with such respective  amounts then due and payable to
     such other Lender Parties; and

          (iv) fourth,  to the Borrower for any Advance then required to be made
     by such  Defaulting  Lender  pursuant to a  Commitment  of such  Defaulting
     Lender.

In the event that any Lender Party that is a Defaulting Lender shall, at any
time, cease to be a Defaulting Lender, any funds held by the Administrative
Agent in escrow at such time with respect to such Lender Party shall be
distributed by the Administrative Agent to such Lender Party and applied by such
Lender Party to the Obligations owing to such Lender Party at such time under
this Agreement and the other Loan Documents ratably in accordance with the
respective amounts of such Obligations outstanding at such time.

         (d) The rights and  remedies  against a  Defaulting  Lender  under this
Section 2.15 are in addition to other rights and remedies  that the Borrower may
have against such  Defaulting  Lender with respect to any Defaulted  Advance and
that any Agent or any Lender Party may have against such Defaulting  Lender with
respect to any Defaulted Amount.

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

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

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

         SECTION 2.17. Increase in the Aggregate  Commitments.  (a) The Borrower
may, at any time prior to the Termination Date, by notice to the  Administrative
Agent,  request the addition of one or more term loan facilities  (each, a "TERM
LOAN  FACILITY"  and,  collectively,  "TERM  LOAN  FACILITIES")  pursuant  to an
increase in the Commitments  (each, a "COMMITMENT  INCREASE")  equal to at least

                                       39

<PAGE>


$25,000,000  (or an integral  multiple of  $5,000,000  in excess  thereof) to be
effective  as of a date  that  is at  least  90  days  prior  to  the  scheduled
Termination  Date then in effect  (the  "INCREASE  DATE")  as  specified  in the
related notice to the Administrative  Agent;  provided,  however, that (i) in no
event  shall the  aggregate  amount of all of the  Commitment  Increases  exceed
$200,000,000,  (ii) on the date of any request by the  Borrower for a Commitment
Increase  and on the  related  Increase  Date,  (x) no Event of Default on a pro
forma  basis  shall have  occurred  and be  continuing,  and (y) the  applicable
conditions  set forth in clause (d) of this  Section  2.17  shall be  satisfied,
(iii)  the  final  maturity  of  advances  and  commitments  under any Term Loan
Facility  shall be no  shorter  than one year  after the final  maturity  of the
Revolving Credit  Facility,  and (iv) each such Term Loan Facility shall contain
other terms as may be agreed upon by the Borrower and the Administrative Agent.

         (b) The  Administrative  Agent shall  promptly  notify the Lenders of a
request by the Borrower for a Commitment  Increase,  which notice shall  include
(i) the proposed amount of such requested Commitment Increase, (ii) the proposed
Increase Date, and (iii) the date by which Lenders wishing to participate in the
Commitment Increase must commit to an increase in the amount of their respective
Commitments  (the  "COMMITMENT  DATE")  which  date  shall be no  later  than 10
Business Days following the date of such notice.  Each Lender that is willing to
participate in the requested  Commitment Increase (each, an "INCREASING LENDER")
shall, in its sole discretion,  give written notice to the Administrative  Agent
on or prior to the  Commitment  Date of the  amount  by which it is  willing  to
increase its  Commitment.  If the Lenders notify the  Administrative  Agent that
they are willing to increase the amount of their  respective  Commitments  by an
aggregate amount that exceeds the amount of the requested  Commitment  Increase,
the requested  Commitment  Increase shall be allocated among the Lenders willing
to participate  therein ratably in accordance with their respective  Commitments
hereunder.

         (c) Promptly  following the Commitment Date, the  Administrative  Agent
shall  notify the  Borrower as to the  amount,  if any, by which the Lenders are
willing to participate in the requested  Commitment  Increase.  If the aggregate
amount  by which  the  Lenders  are  willing  to  participate  in the  requested
Commitment  Increase  on any such  Commitment  Date is less  than the  requested
Commitment Increase, then the Borrower may extend offers to one or more Eligible
Assignees to  participate  in any portion of the requested  Commitment  Increase
that  has not  been  committed  to by the  Lenders  as of the  Commitment  Date;
provided,  however,  that the Commitment of each such Eligible Assignee shall be
in an amount of  $1,000,000  or an  integral  multiple of  $1,000,000  in excess
thereof.

         (d) On the Increase Date, each Eligible  Assignee that accepts an offer
to participate  in a requested  Commitment  Increase in accordance  with Section
2.17(c)  (each such  Eligible  Assignee,  an "ASSUMING  LENDER")  shall become a
Lender party to this  Agreement as of the Increase  Date and the  Commitment  of
each  Increasing  Lender for such  Commitment  Increase shall be so increased by
such  amount (or by the amount  allocated  to such  Lender  pursuant to the last
sentence of Section 2.17(b)) as of the Increase Date;  provided,  however,  that
the Administrative  Agent shall have received on or before the Increase Date the
following, each dated such date:

          (i) (A) certified  copies of  resolutions of the Board of Directors of
     the  Borrower  approving  the  Commitment  Increase  and the  corresponding
     modifications  to this  Agreement  and (B) an opinion  of  counsel  for the
     Borrower (which may be in-house counsel), in a form reasonably satisfactory
     to the  Administrative  Agent;

          (ii) an assumption  agreement  from each Assuming  Lender,  if any, in
     form and  substance  satisfactory  to the Borrower  and the  Administrative
     Agent (each,  an  "ASSUMPTION  AGREEMENT"),  duly executed by such Eligible
     Assignee, the Administrative Agent and the Borrower; and

          (iii)  confirmation from each Increasing Lender of the increase in the
     amount of its Commitment in a writing  satisfactory to the Borrower and the
     Administrative Agent.

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<PAGE>


On the Increase Date, upon fulfillment of the conditions set forth in the
immediately preceding sentence of this Section 2.17(d), the Administrative Agent
shall notify the Lenders (including, without limitation, each Assuming Lender)
and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or
telex, of the occurrence of the Commitment Increase to be effected on the
Increase Date and shall record in the Register the relevant information with
respect to each Increasing Lender and each Assuming Lender on such date.

         (e) It is agreed and  understood  that to the extent that  Lenders have
not committed to the requested  Commitment  Increase as of the Commitment  Date,
the  Borrower  may  extend  the  offer  to one or  more  Eligible  Assignees  to
participate in any portion of the Commitment Increase.

                                  ARTICLE III

                              CONDITIONS OF LENDING

         SECTION 3.01.  Conditions Precedent to Initial Extension of Credit. The
obligation  of each Lender  Party to make an Advance or of any  Issuing  Bank to
issue a Letter of Credit on the  occasion  of the  Initial  Extension  of Credit
hereunder is subject to the satisfaction of the following  conditions  precedent
before or concurrently with the Initial Extension of Credit:

          (a) The Administrative  Agent shall have received on or before the day
     of the  Initial  Extension  of Credit  the  following,  each dated such day
     (unless  otherwise  specified),  in form and substance  satisfactory to the
     Administrative  Agent  (unless  otherwise  specified)  and  (except for the
     Notes) in sufficient copies for each Lender Party:

               (i) If requested by a Lender, a Note payable to the order of such
          Lender.

               (ii) A security  agreement in substantially the form of Exhibit D
          hereto  (together  with each other  security  agreement  and  security
          agreement  supplement  delivered pursuant to Section 5.01(j),  in each
          case as amended, the "SECURITY AGREEMENT"),  duly executed by the Loan
          Parties, together with:

                    (A) certificates representing the Pledged Shares referred to
               therein accompanied by undated stock powers executed in blank and
               instruments  evidencing  the  Pledged  Debt (if any)  indorsed in
               blank,

                    (B)  executed  copies of  proper  financing  statements  for
               filing  under the Uniform  Commercial  Code of all  jurisdictions
               that the  Collateral  Agent may deem  necessary  or  desirable in
               order to  perfect  and  protect  the  first  priority  liens  and
               security interests created under the Security Agreement, covering
               the Collateral described in the Security Agreement,

                    (C) completed  requests for information,  dated on or before
               the  date  of  the  Initial  Extension  of  Credit,  listing  the
               financing  statements  referred  to in  clause  (B) above and all
               other effective  financing  statements filed in the jurisdictions
               referred to in clause (B) above that name the Borrower as debtor,
               together with copies of such other financing statements,

                    (D) evidence of the insurance (if any) required by the terms
               of the Security Agreement, and

                    (E) evidence that all other action that the Collateral Agent
               may reasonably deem necessary in order to perfect and protect the
               first  priority  liens and security  interests  created under the
               Security Agreement has been taken

                                       41

<PAGE>


               (including,  without limitation,  receipt of duly executed payoff
               letters, UCC-3 termination statements and landlords' and bailees'
               waiver and consent agreements).

               (iii)  Certified  copies  of  the  resolutions  of the  Board  of
          Directors  of the Borrower  approving  the  Transaction  and each Loan
          Document  to  which it is or is to be a  party,  and of all  documents
          evidencing other necessary corporate action and governmental and other
          third  party  approvals  and  consents,  if any,  with  respect to the
          Transaction and each Loan Document to which it is or is to be a party.

               (iv) A copy  of a  certificate  of the  Secretary  of  State  (or
          equivalent    governmental   authority)   of   the   jurisdiction   of
          incorporation  of the Borrower,  dated reasonably near the date of the
          Initial  Extension of Credit,  certifying (A) as to a true and correct
          copy of the charter of the Borrower and each amendment thereto on file
          in the  office  of such  Secretary  of  State  (or  such  governmental
          authority) and (B) that (1) such amendments are the only amendments to
          the  Borrower's  charter on file in its office,  (2) the  Borrower has
          paid all franchise  taxes (or the  equivalent  thereof) to the date of
          such certificate and (C) the Borrower is duly incorporated and in good
          standing or  presently  subsisting  under the laws of the State of the
          jurisdiction of its incorporation.

               (v) A  copy  of a  certificate  of the  Secretary  of  State  (or
          equivalent  governmental  authority) of each jurisdiction in which the
          Borrower is  qualified  or licensed  as a foreign  corporation,  dated
          reasonably near the date of the Initial  Extension of Credit,  stating
          that the Borrower is duly  qualified and in good standing as a foreign
          corporation in such State and has filed all annual reports required to
          be filed to the date of such certificate.

               (vi) A  certificate  of the  Borrower,  signed  on  behalf of the
          Borrower by its President or a Vice President and its Secretary or any
          Assistant Secretary, dated the date of the Initial Extension of Credit
          (the statements made in which  certificate  shall be true on and as of
          the date of the Initial Extension of Credit), certifying as to (A) the
          absence of any  amendments  to the charter  (or  similar  constitutive
          document) of the Borrower  since the date of the  Secretary of State's
          certificate referred to in Section 3.01(a)(iv), (B) a true and correct
          copy of the bylaws of the  Borrower  as in effect on the date on which
          the resolutions  referred to in Section  3.01(a)(iii) were adopted and
          on  the  date  of  the  Initial  Extension  of  Credit,  (C)  the  due
          incorporation  and good standing or valid existence of the Borrower as
          a  corporation  organized  under the laws of the  jurisdiction  of its
          incorporation,  and the absence of any proceeding for the  dissolution
          or liquidation of the Borrower,  (D) the truth of the  representations
          and  warranties  contained in the Loan Documents as though made on and
          as of the date of the Initial  Extension of Credit and (E) the absence
          of any event occurring and  continuing,  or resulting from the Initial
          Extension of Credit, that constitutes a Default.

               (vii) A certificate of the Secretary or an Assistant Secretary of
          the Borrower  certifying the names and true signatures of the officers
          of the Borrower  authorized  to sign each Loan Document to which it is
          or is to be a party and the other documents to be delivered  hereunder
          and thereunder.

               (viii) A  certificate,  in  substantially  the form of Exhibit F,
          attesting to the Solvency of the Borrower,  individually  and together
          with  its  Subsidiaries,  taken  as a whole,  immediately  before  and
          immediately  after giving  effect to the  Transaction,  from its Chief
          Financial Officer.

                                       42

<PAGE>


               (ix) Such financial, business and other information regarding the
          Borrower  and  its  Subsidiaries  as the  Lender  Parties  shall  have
          reasonably requested, including, without limitation, interim financial
          statements  dated the end of the most recent fiscal  quarter for which
          financial statements are available.

               (x) A Notice of  Borrowing  relating to the Initial  Extension of
          Credit.

               (xi) A certified copy of each of the Refinancing Documents,  duly
          executed  by  the  parties  thereto  and  in the  form  and  substance
          satisfactory  to the Lender  Parties,  together  with all  agreements,
          instruments and other documents  delivered in connection  therewith as
          the Administrative Agent shall reasonably request.

               (xii) A favorable opinion of Sullivan & Cromwell, counsel for the
          Loan Parties,  in substantially the form of Exhibit H hereto and as to
          such other  matters as any Lender  Party  through  the  Administrative
          Agent may reasonably request.

          (b) The Lender  Parties  shall be satisfied  that all  Existing  Debt,
     other than Surviving  Debt, has been prepaid,  redeemed or defeased in full
     or otherwise  satisfied and  extinguished and that all Surviving Debt shall
     be on terms and conditions satisfactory to the Lender Parties.

          (c) Before giving effect to the Transaction, there shall have occurred
     no Material Adverse Change since December 31, 2000.

          (d) There shall exist no action,  suit,  investigation,  litigation or
     proceeding  affecting  the Borrower or any of its  Subsidiaries  pending or
     threatened  before any court,  governmental  agency or arbitrator  that (i)
     could  reasonably be expected to have a Material  Adverse Effect other than
     the  matters   described  on  Schedule   4.01(f)  hereto  (the   "DISCLOSED
     LITIGATION")  or  (ii)  purports  to  affect  the  legality,   validity  or
     enforceability  of any Loan Document or the consummation of the Transaction
     and there shall have been no  material  adverse  change in the  status,  or
     financial  effect  on,  the  Borrower  or any of its  Subsidiaries,  of the
     Disclosed Litigation from that described on Schedule 4.01(f) hereto.

          (e) All governmental and third party consents and approvals  necessary
     in connection  with the Transaction  shall have been obtained  (without the
     imposition of any conditions that are not acceptable to the Lender Parties)
     and shall remain in effect  (other than any such  consents or approvals the
     absence  of  which,  either  individually  or in the  aggregate,  would not
     reasonably be expected to have a Material Adverse  Effect);  all applicable
     waiting  periods in  connection  with the  Transaction  shall have  expired
     without any action being taken by any  competent  authority,  and no law or
     regulation  shall be applicable in the judgment of the Lender  Parties,  in
     each case that restrains, prevents or imposes materially adverse conditions
     upon the  Transaction  or the rights of the  Borrower  or its  Subsidiaries
     freely to transfer or  otherwise  dispose of, or to create any Lien on, any
     properties now owned or hereafter acquired by any of them.

          (f)  The  Lender  Parties  shall  be  satisfied  with  the  terms  and
     conditions of the  Subordinated  Notes. On the Effective Date, the Borrower
     shall  have  received  at  least  $250,000,000  in cash  proceeds  from the
     issuance  of the  Subordinated  Notes.  The  Borrower  shall  have used the
     proceeds of the Subordinated  Notes,  together with any cash on the balance
     sheet of the Borrower,  or shall use all such amounts  simultaneously  with
     the Initial  Extension  of Credit under the Loan  Documents to finance,  in
     part, the Refinancing and related costs and expenses.

          (g) The Borrower shall have paid or caused to be paid all accrued fees
     and expenses of the Administrative  Agent, the Lead Arranger and the Lender
     Parties  (including the accrued fees and reasonable  expenses of counsel to
     the Administrative Agent and the Lead Arranger).

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<PAGE>


          (h) All of the Equity Interests of each of the Borrower's Subsidiaries
     shall  be  owned  by  the  Borrower  or  one  or  more  of  the  Borrower's
     Subsidiaries  (except to the extent such Equity  Interests  are required by
     the laws of the jurisdiction of incorporation of such Subsidiary to be held
     by any third party  solely for the purpose of  complying  with the laws for
     the incorporation or formation of such  Subsidiary),  in each case free and
     clear of any Lien,  other than the Liens created under the Loan  Documents;
     the  Lenders  shall  have a valid and  perfected  first  priority  Lien and
     security interest in such Equity Interests (or 65% of such Equity Interests
     in a subsidiary  that is a CFC) and in the other  Collateral  to the extent
     contemplated by the Loan Documents; all filings,  recordations and searches
     necessary or desirable in connection with such Liens and security interests
     shall have been duly made;  and all  filing  and  recording  fees and taxes
     shall have been duly paid.

         SECTION 3.02. Conditions Precedent to Each Borrowing. The obligation of
each  Appropriate  Lender  to make an  Advance  (other  than a Letter  of Credit
Advance) on the occasion of each Borrowing (including the initial Borrowing) and
the  obligation of each Issuing Bank to issue a Letter of Credit  (including the
initial  issuance)  or renew a Letter of Credit  shall be subject to the further
conditions  precedent that, on the date of such Borrowing,  issuance or renewal,
(a) the following  statements shall be true and the  Administrative  Agent shall
have  received  for the  account of such  Lender or Issuing  Bank a  certificate
signed by a duly  authorized  officer  of the  Borrower,  dated the date of such
Borrowing, issuance or renewal, stating that:

          (i) the representations and warranties contained in each Loan Document
     are correct in all  material  respects  on and as of such date,  before and
     after  giving  effect to such  Borrowing,  issuance  or renewal  and to the
     application  of the  proceeds  therefrom,  as though made on and as of such
     date,  other than any such  representations  or  warranties  that, by their
     terms,  refer to a specific  date  other  than the date of such  Borrowing,
     issuance or renewal, in which case as of such specific date; and

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

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

         SECTION  3.03.  Determinations  Under  Section  3.01.  For  purposes of
determining  compliance  with the  conditions  specified in Section  3.01,  each
Lender Party shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or  satisfactory to the Lender Parties unless an
officer  of  the   Administrative   Agent   responsible  for  the   transactions
contemplated  by the Loan Documents  shall have received notice from such Lender
Party prior to the Initial  Extension of Credit specifying its objection thereto
and, if the Initial  Extension of Credit  consists of a  Borrowing,  such Lender
Party  shall not have made  available  to the  Administrative  Agent such Lender
Party's ratable portion of such Borrowing.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01.  Representations  and  Warranties  of the  Borrower.  The
Borrower represents and warrants as of the Effective Date and each date referred
to in Section 3.02 as follows:

          (a) Each Loan Party and each of its  Subsidiaries (i) is a corporation
     duly organized, validly existing and in good standing under the laws of the
     jurisdiction  of its  incorporation,  (ii)  is

                                       44

<PAGE>


     duly qualified and in good standing as a foreign  corporation in each other
     jurisdiction in which it owns or leases property or in which the conduct of
     its  business  requires  it to so qualify or be licensed  except  where the
     failure to so qualify or be licensed  could not be  reasonably  expected to
     have a Material Adverse Effect and (iii) has all requisite  corporate power
     and authority (including,  without limitation,  all governmental  licenses,
     permits and other approvals) to own or lease and operate its properties and
     to carry on its business as now conducted and as proposed to be conducted.

          (b) Set forth on Schedule  4.01(b)  hereto is a complete  and accurate
     list of all  Subsidiaries  of each Loan Party,  showing as of the Effective
     Date (as to each such  Subsidiary) the  jurisdiction of its  incorporation,
     the number of shares of each class of its Equity Interests authorized,  and
     the number  outstanding,  on the Effective  Date and the percentage of each
     such class of its Equity  Interests  owned (directly or indirectly) by such
     Loan Party and the number of shares  covered  by all  outstanding  options,
     warrants,  rights of  conversion  or  purchase  and  similar  rights at the
     Effective  Date.  All of the  outstanding  Equity  Interests  in each  Loan
     Party's   Subsidiaries  has  been  validly  issued,   are  fully  paid  and
     non-assessable  and are  owned  by such  Loan  Party  or one or more of its
     Subsidiaries  (except to the extent such Equity  Interests  are required by
     the  laws of the  jurisdiction  of  incorporation  of such  Loan  Party  or
     Subsidiary,  as  applicable,  to be held by any third party  solely for the
     purpose of complying  with the laws for the  incorporation  or formation of
     such Loan Party or Subsidiary,  as applicable) free and clear of all Liens,
     except those created under the Collateral Documents.

          (c) The execution, delivery and performance by each Loan Party of each
     Loan Document to which it is or is to be a party,  and the  consummation of
     the Transaction,  are within such Loan Party's corporate powers,  have been
     duly  authorized  by  all  necessary  corporate  action,  and  do  not  (i)
     contravene such Loan Party's charter or bylaws, (ii) violate any law, rule,
     regulation  (including,  without  limitation,  Regulation X of the Board of
     Governors  of  the  Federal  Reserve  System),   order,   writ,   judgment,
     injunction,  decree,  determination or award, (iii) conflict with or result
     in the breach of, or constitute a default or require any payment to be made
     under, any contract,  loan agreement,  indenture,  mortgage, deed of trust,
     lease or other  instrument  binding on or affecting any Loan Party,  any of
     its  Subsidiaries or any of its  properties,  except for any such conflict,
     breach or default that could not  reasonably be expected to have a Material
     Adverse  Effect  or (iv)  except  for the  Liens  created  under  the  Loan
     Documents, result in or require the creation or imposition of any Lien upon
     or with  respect to any of the  properties  of any Loan Party or any of its
     Subsidiaries.  No Loan Party or any of its  Subsidiaries is in violation of
     any such law, rule, regulation, order, writ, judgment,  injunction, decree,
     determination  or award or in breach of any such contract,  loan agreement,
     indenture,  mortgage,  deed  of  trust,  lease  or  other  instrument,  the
     violation  or  breach  of which  could  be  reasonably  expected  to have a
     Material Adverse Effect.

          (d) No  authorization or approval or other action by, and no notice to
     or filing with, any governmental  authority or regulatory body or any other
     third party is required for (i) the due execution,  delivery,  recordation,
     filing or performance by any Loan Party of any Loan Document to which it is
     or is to be a party, or for the consummation of the  Transaction,  (ii) the
     grant  by any  Loan  Party  of the  Liens  granted  by it  pursuant  to the
     Collateral  Documents,  (iii) the  perfection or  maintenance  of the Liens
     created under the Collateral Documents (including the first priority nature
     thereof)  or (iv) the  exercise  by any  Agent or any  Lender  Party of its
     rights  under  the  Loan  Documents  or  the  remedies  in  respect  of the
     Collateral   pursuant  to  the   Collateral   Documents,   except  for  the
     authorizations,  approvals, actions, notices and filings listed on Schedule
     4.01(d) hereto, all of which have been duly obtained,  taken, given or made
     and are in full  force  and  effect.  All  applicable  waiting  periods  in
     connection with the Transaction have expired without any action having been
     taken  by any  competent  authority  restraining,  preventing  or  imposing
     materially  adverse  conditions  upon the  Transaction or the rights of the
     Loan Parties or their

                                       45

<PAGE>


     Subsidiaries  freely to transfer or otherwise  dispose of, or to create any
     Lien on, any properties now owned or hereafter acquired by any of them.

          (e) This  Agreement  has  been,  and each  other  Loan  Document  when
     delivered  hereunder  will have been,  duly  executed and delivered by each
     Loan Party party  thereto.  This Agreement is, and each other Loan Document
     when delivered  hereunder will be, the legal,  valid and binding obligation
     of each Loan Party party  thereto,  enforceable  against such Loan Party in
     accordance with its terms.

          (f) There is no action, suit, investigation,  litigation or proceeding
     affecting  any  Loan  Party  or  any  of its  Subsidiaries,  including  any
     Environmental Action, pending or threatened before any court,  governmental
     agency  or  arbitrator  that (i)  could be  reasonably  expected  to have a
     Material  Adverse  Effect  (other than the  Disclosed  Litigation)  or (ii)
     purports to affect the  legality,  validity or  enforceability  of any Loan
     Document  or the  consummation  of the  Transaction,  and there has been no
     material  adverse  change in the status,  or  financial  effect on any Loan
     Party or any of its  Subsidiaries,  of the Disclosed  Litigation  from that
     described on Schedule 4.01(f) hereto.

          (g)  The   Consolidated   balance   sheet  of  the  Borrower  and  its
     Subsidiaries  as  at  December  31,  2000,  and  the  related  Consolidated
     statement  of  income  and  Consolidated  statement  of cash  flows  of the
     Borrower and its Subsidiaries  for the fiscal year then ended,  accompanied
     by an  unqualified  opinion  of  Ernst  &  Young  LLP,  independent  public
     accountants,  copies of which have been  furnished  to each  Lender  Party,
     fairly present the Consolidated financial condition of the Borrower and its
     Subsidiaries as at such date and the Consolidated  results of operations of
     the Borrower and its Subsidiaries for the period ended on such date, all in
     accordance  with  generally  accepted  accounting  principles  applied on a
     consistent  basis,  and since December 31, 2000, there has been no Material
     Adverse Change.

          (h) The Consolidated pro forma estimated balance sheet of the Borrower
     and its  Restricted  Subsidiaries  as at June  30,  2001,  and the  related
     Consolidated pro forma estimated statements of income and cash flows of the
     Borrower  and its  Restricted  Subsidiaries  for the six months then ended,
     certified by the Chief Financial  Officer of the Borrower,  copies of which
     have been  furnished to each Lender  Party,  were prepared in good faith on
     the basis of the assumptions stated therein, which assumptions were fair in
     light of the  conditions  existing  at the time of  delivery  thereof,  and
     represented,  at the time of delivery,  the Borrower's best estimate of the
     Consolidated  pro  forma  financial  condition  of  the  Borrower  and  its
     Restricted  Subsidiaries  as  at  such  date  (subject  to  usual  year-end
     adjustments)  and the  Consolidated  pro forma results of operations of the
     Borrower and its Restricted Subsidiaries for the period ended on such date,
     in each case giving effect to the Transaction, all in accordance with GAAP.

          (i) The Consolidated forecasted balance sheet, statement of income and
     statement  of cash flows of the Borrower  and its  Restricted  Subsidiaries
     delivered to the Lender  Parties  pursuant to Section  3.01(a)(xi)  or 5.03
     were prepared in good faith on the basis of the assumptions stated therein,
     which assumptions were fair in light of the conditions existing at the time
     of delivery of such forecasts,  and  represented,  at the time of delivery,
     the Borrower's best estimate of its future financial performance.

          (j)  Neither the  Information  Memorandum  nor any other  information,
     exhibit or report  furnished by or on behalf of any Loan Party to any Agent
     or any Lender Party in connection  with the  negotiation and syndication of
     the Loan Documents or pursuant to the terms of the Loan Documents contained
     any untrue statement of a material fact or omitted to state a material fact
     necessary to make the statements made therein not misleading.

                                       46

<PAGE>


          (k) The Borrower is not engaged in the  business of  extending  credit
     for the purpose of purchasing or carrying Margin Stock,  and no proceeds of
     any Advance or drawings under any Letter of Credit will be used to purchase
     or carry any Margin Stock or to extend  credit to others for the purpose of
     purchasing or carrying any Margin Stock.

          (l)  Neither  any  Loan  Party  nor  any  of  its  Subsidiaries  is an
     "investment  company",  or an  "affiliated  person"  of, or  "promoter"  or
     "principal  underwriter"  for, an "investment  company",  as such terms are
     defined in the Investment Company Act of 1940, as amended. Neither any Loan
     Party nor any of its Subsidiaries is a "holding company",  or a "subsidiary
     company" of a "holding  company",  or an "affiliate" of a "holding company"
     or of a  "subsidiary  company"  of a "holding  company",  as such terms are
     defined in the Public Utility Holding Company Act of 1935, as amended.

          (m) Neither the making of any Advances, nor the issuance or renewal of
     any Letters of Credit,  nor the  application  of the  proceeds or repayment
     thereof by the Borrower,  nor the  consummation  of the other  transactions
     contemplated by the Loan  Documents,  will violate any provision of any Act
     referred to in Section  4.01(l)  above or any rule,  regulation or order of
     the Securities and Exchange Commission thereunder.

          (n) Each Loan Party (other than any Immaterial Restricted  Subsidiary)
     is,  individually  and  together  with  its  Subsidiaries  (other  than any
     Immaterial Restricted Subsidiary), Solvent.

          (o) (i) Set  forth  on  Schedule  4.01(o)  hereto  is a  complete  and
     accurate list of all Plans, Multiemployer Plans and Welfare Plans.

          (ii) No ERISA Event has  occurred or is  reasonably  expected to occur
     with respect to any Plan that has resulted in or is reasonably  expected to
     result in a material liability of any Loan Party or any ERISA Affiliate.

          (iii)  Schedule B (Actuarial  Information)  to the most recent  annual
     report  (Form 5500  Series) for each Plan,  copies of which have been filed
     with the Internal  Revenue Service and furnished to the Lender Parties,  is
     complete and accurate and fairly  presents the funding status of such Plan,
     and since the date of such  Schedule B there has been no  material  adverse
     change in such funding status.

          (iv) Neither any Loan Party nor any ERISA Affiliate has incurred or is
     reasonably expected to incur any Withdrawal  Liability to any Multiemployer
     Plan.

          (v) Neither any Loan Party nor any ERISA  Affiliate  has been notified
     by the sponsor of a Multiemployer  Plan that such  Multiemployer Plan is in
     reorganization  or has been  terminated,  within the meaning of Title IV of
     ERISA,  and no such  Multiemployer  Plan is  reasonably  expected  to be in
     reorganization  or to be  terminated,  within  the  meaning  of Title IV of
     ERISA.

          (p) (i) Except as  otherwise  set forth on Part I of Schedule  4.01(p)
     hereto,  the  operations  and properties of each Loan Party and each of its
     Subsidiaries   comply  in  all  material   respects  with  all   applicable
     Environmental Laws and Environmental  Permits, all past non-compliance with
     such Environmental Laws and Environmental Permits has been resolved without
     ongoing  obligations  or costs,  and no  circumstances  exist that could be
     reasonably  expected  to (A) form  the  basis  of an  Environmental  Action
     against  any  Loan  Party  or  any  of its  Subsidiaries  or  any of  their
     properties that could be expected to have a Material  Adverse Effect or (B)
     cause any such  property to be subject to any  restrictions  on  ownership,
     occupancy, use or transferability under any Environmental Law.

                                       47

<PAGE>


          (ii)  Except as  otherwise  set forth on Part II of  Schedule  4.01(p)
     hereto,  none of the properties  currently or formerly owned or operated by
     any Loan Party or any of its Subsidiaries is listed or proposed for listing
     on the NPL or on the CERCLIS or any analogous foreign, state or local list;
     there are no surface impoundments,  septic tanks, pits, sumps or lagoons in
     which  Hazardous  Materials  are  being or have  been  treated,  stored  or
     disposed on any property  currently  owned or operated by any Loan Party or
     any of its Subsidiaries  or, to the best of its knowledge,  on any property
     formerly  owned or operated  by any Loan Party or any of its  Subsidiaries;
     and Hazardous  Materials have not been released,  discharged or disposed of
     on any property  currently or formerly  owned or operated by any Loan Party
     or any of its Subsidiaries  requiring  remediation  under any Environmental
     Law.

          (iii)  Except as otherwise  set forth on Part III of Schedule  4.01(p)
     hereto,  neither any Loan Party nor any of its Subsidiaries is undertaking,
     and  has  not  completed,   either  individually  or  together  with  other
     potentially   responsible  parties,  any  investigation  or  assessment  or
     remedial or response action  relating to any actual or threatened  release,
     discharge  or  disposal of  Hazardous  Materials  at any site,  location or
     operation,  either voluntarily or pursuant to the order of any governmental
     or regulatory  authority or the requirements of any Environmental  Law; and
     all Hazardous Materials generated,  used, treated, handled or stored at, or
     transported  to or from,  any  property  currently  or to  their  knowledge
     formerly  owned or  operated  by any Loan Party or any of its  Subsidiaries
     have been  disposed  of in a manner not  reasonably  expected  to result in
     material liability to any Loan Party or any of its Subsidiaries.

          (q) (i) Neither any Loan Party nor any of its Subsidiaries is party to
     any tax sharing  agreement  other than a tax sharing  agreement in form and
     substance satisfactory to the Administrative Agent.

          (ii) Each Loan Party and each of its  Subsidiaries  and Affiliates has
     filed,  has  caused  to be filed or has been  included  in all tax  returns
     (Federal,  state,  local and foreign) required to be filed and has paid all
     taxes  shown  thereon to be due,  together  with  applicable  interest  and
     penalties,  except to the extent  that in the  aggregate  the failure to so
     file or to pay  such  taxes  could  not be  reasonably  expected  to have a
     Material Adverse Effect.

          (iii) Set forth on Part I of Schedule 4.01(q) hereto is a complete and
     accurate list, as of the Effective  Date, of each taxable year of each Loan
     Party and each of its  Subsidiaries and Affiliates for which Federal income
     tax returns have been filed and for which the  expiration of the applicable
     statute of  limitations  for  assessment or collection  has not occurred by
     reason of extension or otherwise (an "OPEN YEAR").

          (iv) As of the Effective Date, there are no unpaid  adjustments to the
     Federal income tax liability of the Loan Parties and their Subsidiaries and
     Affiliates  proposed by the Internal  Revenue  Service with respect to Open
     Years that in the aggregate could be reasonably expected to have a Material
     Adverse Effect.  No issues have been raised by the Internal Revenue Service
     in  respect of Open  Years  that,  in the  aggregate,  could be  reasonably
     expected to have a Material Adverse Effect.

          (v) As of the Effective Date,  there are no unpaid  adjustments to the
     state,  local and  foreign  tax  liability  of the Loan  Parties  and their
     Subsidiaries and Affiliates proposed by all state, local and foreign taxing
     authorities  (other than amounts arising from adjustments to Federal income
     tax returns) that in the aggregate  could be reasonably  expected to have a
     Material  Adverse  Effect.  No  issues  have  been  raised  by such  taxing
     authorities that, in the aggregate,  could be reasonably expected to have a
     Material Adverse Effect.

                                       48

<PAGE>


          (r) Set forth on Schedule  4.01(r)  hereto is a complete  and accurate
     list of all Existing  Debt as of the Effective  Date (other than  Surviving
     Debt),  showing as of the  Effective  Date the  obligor  and the  principal
     amount outstanding thereunder.

          (s) Set forth on Schedule  4.01(s)  hereto is a complete  and accurate
     list of all Surviving  Debt,  showing as of the Effective  Date the obligor
     and the principal amount outstanding thereunder,  the maturity date thereof
     and the amortization schedule therefor.

          (t) Set forth on Schedule  4.01(t)  hereto is a complete  and accurate
     list of all Liens (other than  Permitted  Liens and any other  Liens,  both
     individually and in the aggregate, that are immaterial in nature) as of the
     Effective  Date on the  property  or assets of any Loan Party or any of its
     Subsidiaries,  showing as of the Effective Date the lienholder thereof, the
     principal  amount of the  obligations  secured  thereby and the property or
     assets of such Loan Party or such Subsidiaries subject thereto.

          (u) Set forth on Schedule  4.01(u)  hereto is a complete  and accurate
     list of all real property, the aggregate fair market value of which exceeds
     $1,000,000,  owned by any Loan Party or any of its Domestic Subsidiaries as
     of the Effective Date, showing as of the Effective Date the street address,
     county or other  relevant  jurisdiction,  state,  record owner and book and
     estimated fair market value thereof. Each Loan Party or such Subsidiary has
     good, marketable and insurable fee simple title to such real property, free
     and clear of all Liens,  other than Liens  created or permitted by the Loan
     Documents.

          (v) Set forth on Schedule  4.01(v)  hereto is a complete  and accurate
     list of all Investments  held by any Loan Party or any of its  Subsidiaries
     on the Effective Date, showing as of the Effective Date the amount, obligor
     or issuer and maturity, if any, thereof.

          (w) Set forth on Schedule  4.01(w)  hereto is a complete  and accurate
     list as of the Effective Date of all patents, registered trademarks,  trade
     names,  registered  service  marks  and  registered  copyrights,   and  all
     applications  therefor and licenses  thereof,  of each Loan Party or any of
     its  Subsidiaries,  in each case,  the subject of the  Security  Agreement,
     showing as of the Effective Date the jurisdiction in which registered,  the
     registration number and the date of registration.

                                   ARTICLE V

                            COVENANTS OF THE BORROWER

         SECTION 5.01. Affirmative Covenants So long as any Advance or any other
Obligation of any Loan Party under any Loan Document  shall remain  unpaid,  any
Letter of  Credit  shall be  outstanding  or any  Lender  Party  shall  have any
Commitment hereunder, the Borrower will:

          (a)  Compliance  with  Laws,  Etc.  Comply,  and  cause  each  of  its
     Restricted   Subsidiaries  to  comply  with  all  applicable  laws,  rules,
     regulations  and orders,  such compliance to include,  without  limitation,
     compliance   with  ERISA  and  the   Racketeer   Influenced   and   Corrupt
     Organizations  Chapter of the Organized  Crime Control Act of 1970,  except
     where a  failure  to comply  could not  reasonably  be  expected  to have a
     Material Adverse Effect.

          (b) Payment of Taxes,  Etc. Pay and  discharge,  and cause each of its
     Restricted Subsidiaries to pay and discharge,  before the same shall become
     delinquent,  (i) all taxes,  assessments and governmental charges or levies
     imposed upon it or upon its property  and (ii) all lawful  claims that,  if
     unpaid,  might by law become a Lien upon its property;  provided,  however,
     that neither the Borrower nor any of its Restricted  Subsidiaries  shall be
     required to pay or

                                       49

<PAGE>

     discharge any such tax, assessment, charge or claim that is being contested
     in  good  faith  and by  proper  proceedings  and as to  which  appropriate
     reserves  are  being  maintained,  unless  and  until  any  Lien  resulting
     therefrom  attaches to its  property  and the  creditor in respect  thereof
     becomes entitled to enforce such Lien against such property.

          (c) Compliance with Environmental  Laws. Comply, and cause each of its
     Restricted  Subsidiaries  and all lessees and other  Persons  operating  or
     occupying its  properties  to comply,  in all material  respects,  with all
     applicable  Environmental Laws and Environmental Permits; obtain and renew,
     and cause each of its  Restricted  Subsidiaries  to obtain  and renew,  all
     Environmental  Permits  necessary for its  operations and  properties;  and
     conduct  and cause each of its  Restricted  Subsidiaries  to conduct to the
     extent  required  by  any  Environmental  Law,  any  investigation,  study,
     sampling,  testing, cleanup, removal, remedial or other action necessary to
     remove and clean up all Hazardous Materials from any of its properties,  in
     accordance  with the  requirements  of all  Environmental  Laws;  provided,
     however,  that neither the Borrower nor any of its Restricted  Subsidiaries
     shall be required to undertake any such cleanup, removal, remedial or other
     action to the extent that its  obligation  to do so is being  contested  in
     good faith and by proper  proceedings  and  appropriate  reserves are being
     maintained with respect to such circumstances.

          (d)  Maintenance  of  Insurance.  Maintain,  and  cause  each  of  its
     Restricted  Subsidiaries  to  maintain,   insurance  with  responsible  and
     reputable  insurance companies or associations in such amounts and covering
     such risks as is usually carried by companies engaged in similar businesses
     and  owning  similar  properties  in the same  general  areas in which  the
     Borrower or such Restricted Subsidiary operates.

          (e) Preservation of Corporate  Existence,  Etc. Preserve and maintain,
     and cause each of its Restricted Subsidiaries to preserve and maintain, its
     existence,  legal  structure,  legal name,  rights (charter and statutory),
     permits, licenses, approvals, privileges and franchises; provided, however,
     that the Borrower and each of its  Restricted  Subsidiaries  may consummate
     any merger or consolidation  permitted under Section 5.02(d);  and provided
     further that neither the  Borrower nor any of its  Restricted  Subsidiaries
     shall be  required  to  preserve  any  right,  permit,  license,  approval,
     privilege  or  franchise  if the Board of Directors of the Borrower or such
     Restricted  Subsidiary shall determine that the preservation  thereof is no
     longer  desirable  in the conduct of the  business of the  Borrower or such
     Restricted Subsidiary, as the case may be, and that the loss thereof is not
     disadvantageous  in any material  respect to the Borrower,  such Restricted
     Subsidiary or the Lender Parties.

          (f) Visitation  Rights.  At any reasonable  time and from time to time
     upon reasonable  prior notice to the Borrower,  permit any of the Agents or
     any of the Lender Parties,  or any agents or  representatives  thereof,  to
     examine  and make  copies of and  abstracts  from the  records and books of
     account  of,  and visit the  properties  of,  the  Borrower  and any of its
     Restricted Subsidiaries,  and to discuss the affairs, finances and accounts
     of the Borrower and any of its  Restricted  Subsidiaries  with any of their
     officers or directors  and,  with the prior consent of the Borrower (not to
     be  unreasonably   withheld),   with  their  independent  certified  public
     accountants;  provided,  however,  that so long as no  Default  shall  have
     occurred  and be  continuing,  no Lender  Party may make more than two such
     requests in any calendar year.

          (g)  Keeping  of  Books.  Keep,  and  cause  each  of  its  Restricted
     Subsidiaries to keep, proper books of record and account, in which full and
     correct entries shall be made of all financial  transactions and the assets
     and  business of the Borrower and each of its  Restricted  Subsidiaries  in
     accordance  with generally  accepted  accounting  principles in effect from
     time to time.

                                       50

<PAGE>


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

          (i)  Transactions  with  Affiliates.  Conduct,  and cause  each of its
     Restricted  Subsidiaries to conduct,  all transactions  otherwise permitted
     under the Loan  Documents  with any of their  Affiliates  on terms that are
     fair  and  reasonable  and no  less  favorable  to  the  Borrower  or  such
     Restricted  Subsidiary than it could  reasonably be expected to obtain in a
     comparable arm's-length transaction with a Person not an Affiliate.

          (j) Covenant to Guarantee Obligations and Give Security.  Upon (x) the
     reasonable request of the Administrative Agent following the occurrence and
     during the  continuance  of a Default,  (y) the formation or acquisition of
     any new direct or indirect Subsidiaries by the Borrower (other than (1) any
     Subsidiary  that  is a CFC  or (2) a  Subsidiary  (other  than  a  Domestic
     Subsidiary)  that  is  held  directly  or  indirectly  by a CFC  or  (3) an
     Unrestricted  Subsidiary  or (4)  Softbank) or (z) the  acquisition  of any
     property  (excluding,  however,  any real property owned with a fair market
     value  together with the fair market value of all other real property owned
     by the  Borrower and its  Domestic  Subsidiaries  at such time of less than
     $1,000,000) by any Loan Party,  and such  property,  in the judgment of the
     Collateral  Agent,  shall not  already  be  subject  to a  perfected  first
     priority security interest in favor of the Collateral Agent for the benefit
     of the  Secured  Parties,  then the  Borrower  shall,  in each  case at the
     Borrower's expense:

               (i)  in  connection  with  the  formation  or  acquisition  of  a
          Subsidiary  that is not (A) a CFC or (B) a  Subsidiary  (other  than a
          Domestic  Subsidiary) that is held, directly or indirectly by a CFC or
          (C) an Unrestricted Subsidiary, within 10 days after such formation or
          acquisition,  cause each such  Subsidiary,  and cause each  direct and
          indirect  parent  (not  being a person  of the kind  described  in sub
          clauses  (A),  (B) or (C)  above)  of such  Subsidiary  (if it has not
          already  done so), to duly  execute and deliver to the  Administrative
          Agent a guaranty  supplement in  substantially  the form of Exhibit G,
          guaranteeing  the  other  Loan  Parties'  obligations  under  the Loan
          Documents,

               (ii) within 10 days after such request, formation or acquisition,
          furnish to the Collateral Agent a description of the real and personal
          properties of the Loan Parties in detail  reasonably  satisfactory  to
          the Collateral Agent,

               (iii)   within  15  days  after  such   request,   formation   or
          acquisition,  duly execute and deliver, and cause each such Subsidiary
          and each such parent (if it has not already  done so) to duly  execute
          and  deliver,   to  the  Administrative   Agent  mortgages,   pledges,
          assignments,   security  agreement   supplements  and  other  security
          agreements,  as  specified  by and in form  and  substance  reasonably
          satisfactory to the Administrative  Agent, securing payment of all the
          Obligations  of the  applicable  Loan Party,  such  Subsidiary or such
          parent,  as the case may be, under the Loan Documents and constituting
          Liens on all such properties (but excluding any real property owned by
          such Subsidiary with a fair market value together with the fair market
          value  of all  other  real  property  owned  by the  Borrower  and its
          Domestic  Subsidiaries of less than  $1,000,000);  provided,  however,
          that in the case of (A) clause (y)  above,  the stock of any  Domestic
          Subsidiary  held by a CFC  shall not be  pledged  and (B)  clause  (z)
          above, if such new property is Equity  Interests in a CFC, only 65% of
          such  Equity  Interests  shall be  pledged  in  favor  of the  Secured
          Parties,

               (iv) within 30 days after such request, formation or acquisition,
          take,  and cause  such  Subsidiary  or such  parent to take,  whatever
          action (including, without limitation, the recording of mortgages, the
          filing of Uniform Commercial Code financing statements,  the giving of
          notices  and the  endorsement  of notices on title  documents)  may

                                       51

<PAGE>


          be   reasonably   necessary   or  advisable  in  the  opinion  of  the
          Administrative  Agent  to  vest  in the  Collateral  Agent  (or in any
          representative  of the  Collateral  Agent  designated by it) valid and
          subsisting  Liens on the  properties  purported  to be  subject to the
          mortgages,  pledges,  assignments,  security agreement supplements and
          security  agreements  delivered  pursuant  to  this  Section  5.01(j),
          enforceable against all third parties in accordance with their terms,

               (v) within 60 days after such request,  formation or acquisition,
          deliver to the  Administrative  Agent, upon the reasonable  request of
          the  Administrative  Agent in its sole discretion,  a signed copy of a
          favorable opinion, addressed to the Administrative Agent and the other
          Secured  Parties,  of counsel for the Loan Parties  acceptable  to the
          Administrative Agent as to the matters contained in clauses (i), (iii)
          and  (iv)  above,  as  to  such  guaranties,   guaranty   supplements,
          mortgages,  pledges,  assignments,  security agreement supplements and
          security agreements being legal, valid and binding obligations of each
          Loan Party party thereto  enforceable in accordance  with their terms,
          as to  the  matters  contained  in  clause  (iv)  above,  as  to  such
          recordings,  filings,  notices,  endorsements  and other actions being
          sufficient to create valid perfected Liens on such properties,  and as
          to such  other  matters  as the  Administrative  Agent may  reasonably
          request  (provided  that any such opinion shall only be required to be
          delivered in respect of material assets or any material Subsidiary),

               (vi)  as soon  as  reasonably  practicable  after  such  request,
          formation or acquisition,  deliver, upon the request of the Collateral
          Agent in its sole discretion,  to the Collateral Agent with respect to
          each  parcel  of real  property  owned by the  entity  and that is the
          subject of a Mortgage required to be provided pursuant to clause (iii)
          above  and  that  is  the  subject  of  such  request,   formation  or
          acquisition  title reports,  surveys and engineering,  soils and other
          reports, and environmental assessment reports, each in scope, form and
          substance  satisfactory to the Collateral  Agent,  provided,  however,
          that to the extent that any Loan Party shall have  otherwise  received
          any of the foregoing  items with respect to such real  property,  such
          items shall,  promptly after the receipt thereof,  be delivered to the
          Collateral Agent, and

               (vii) at any time and from  time to time,  as soon as  reasonably
          practicable,  execute and deliver any and all further  instruments and
          documents and take all such other action as the  Administrative  Agent
          may reasonably deem necessary in obtaining the full benefits of, or in
          perfecting and preserving  the Liens of, such  guaranties,  mortgages,
          pledges,  assignments,  security  agreement  supplements  and security
          agreements.

          (k) Further Assurances. (i) Promptly upon request by any Agent, or any
     Lender Party through the Administrative  Agent,  correct, and cause each of
     its Restricted  Subsidiaries  promptly to correct,  any material  defect or
     error that may be  discovered  in any Loan  Document  or in the  execution,
     acknowledgment, filing or recordation thereof, and

          (ii) Promptly  upon request by any Agent,  or any Lender Party through
     the  Administrative  Agent,  do,  execute,  acknowledge,  deliver,  record,
     re-record, file, re-file, register and re-register any and all such further
     acts, deeds,  conveyances,  pledge agreements,  mortgages,  deeds of trust,
     trust deeds,  assignments,  financing statements and continuations thereof,
     termination  statements,  notices of assignment,  transfers,  certificates,
     assurances and other  instruments as any Agent, or any Lender Party through
     the Administrative Agent, may reasonably require from time to time in order
     to (A) carry out more  effectively the purposes of the Loan Documents,  (B)
     to the fullest extent permitted by applicable law, subject any Loan Party's
     or any Restricted Subsidiaries' properties,  assets, rights or interests to
     the Liens now or hereafter  intended to be covered by any of the Collateral
     Documents,  (C)  perfect  and  maintain  the  validity,

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<PAGE>


     effectiveness  and priority of any of the  Collateral  Documents and any of
     the Liens intended to be created thereunder and (D) assure,  convey, grant,
     assign, transfer,  preserve,  protect and confirm more effectively unto the
     Secured  Parties  the rights  granted or now or  hereafter  intended  to be
     granted to the Secured  Parties  under any Loan Document or under any other
     instrument  executed in connection with any Loan Document to which any Loan
     Party or any Restricted Subsidiaries is or is to be a party, and cause each
     of its Restricted Subsidiaries to do so.

          (l) Intentionally Omitted.

          (m)  Compliance  with  Terms  of  Leaseholds.  Make all  payments  and
     otherwise perform all obligations in respect of all leases of real property
     to which the  Borrower or any of its  Restricted  Subsidiaries  is a party,
     keep such  leases in full force and  effect  and not allow  such  leases to
     lapse or be  terminated  or any rights to renew such leases to be forfeited
     or cancelled,  notify the Administrative  Agent of any default by any party
     with respect to such leases and cooperate with the Administrative  Agent in
     all  respects to cure any such  default,  and cause each of its  Restricted
     Subsidiaries  to do so,  except,  in any case,  where the failure to do so,
     either  individually or in the aggregate,  could not be reasonably expected
     to have a Material Adverse Effect.

          (n) Trade Show Space.  Procure  that,  in respect of each  COMDEX/Fall
     Trade Show to be organized by the Borrower or any of its Subsidiaries, that
     the Borrower or such Subsidiary,  as the case may be, has at least one year
     prior  to the  scheduled  date of such  trade  show,  an  executed  written
     commitment for sufficient space to hold such trade show in a venue that is,
     in light of the nature of such trade show, suitable for the holding of such
     trade show.  The Borrower  shall,  upon  request by the Agent,  provide the
     Agent with a copy of such written commitment.

          (o) Conditions Subsequent.

               (i) Within 60 days after the Initial Extension of Credit, deliver
          to the Administrative Agent the following:

                    (A) a pledge agreement  executed by Key3Media Events in form
               and substance  satisfactory to the Administrative  Agent pledging
               to the  Collateral  Agent for the benefit of the Secured  Parties
               the Pledged Shares  referred to therein of SOFTBANK Forums Japan,
               Inc., together with certificates representing such Pledged Shares
               accompanied by undated stock powers executed in blank; and

                    (B) an amended and  restated  pledge  agreement  executed by
               Key3Media  Events  in  form  and  substance  satisfactory  to the
               Administrative  Agent  pledging to the  Collateral  Agent for the
               benefit of the Secured  Parties the  Pledged  Shares  referred to
               therein  of  Key3Media  S.A.   together  with  (1)   certificates
               representing  such Pledged  Shares  accompanied  by undated stock
               powers in blank and (2) a favorable  opinion of Kahn & Associates
               in form and substance  satisfactory to the  Administrative  Agent
               with  respect to such pledge and as to such other  matters as the
               Administrative Agent may request related thereto.

               (ii) If requested  by the  Administrative  Agent,  deliver to the
          Administrative  Agent a  favorable  opinion  of  Sullivan  &  Cromwell
          supplementing the opinion  delivered  pursuant to Section 3.01(xii) as
          to the  perfection  of certain  security  interest  granted  under the
          Security  Agreement and as to such other matters as the Administrative
          Agent may request.

                                       53

<PAGE>


               (iii)  Promptly  after the Initial  Extension of Credit,  each of
          Key3 Media  Advertising,  Inc. and  Key3Media  Art Events,  Inc.  (the
          "ADDITIONAL   GUARANTORS")   shall   execute   and   deliver   to  the
          Administrative  Agent a Guaranty  Supplement and a Security  Agreement
          Supplement,   together  with  the  documents  set  forth  in  Sections
          3.01(a)(iii),   (iv),  (v),  (vi)  and  (vii)  with  respect  to  each
          Additional  Guarantor  and the  transaction  hereunder  and such other
          documents and  instruments  as may be requested by the  Administrative
          Agent.

         SECTION 5.02. Negative  Covenants.  So long as any Advance or any other
Obligation of any Loan Party under any Loan Document  shall remain  unpaid,  any
Letter of Credit shall be  outstanding  or any Lender shall have any  Commitment
hereunder, the Borrower will not, at any time:

               (a) Liens,  Etc.  Create,  incur,  assume or suffer to exist,  or
          permit any of its Restricted  Subsidiaries to create, incur, assume or
          suffer to exist,  any Lien on or with respect to any of its properties
          of any character (including, without limitation, accounts) whether now
          owned or hereafter  acquired,  or sign or file or suffer to exist,  or
          permit any of its Restricted Subsidiaries to sign or file or suffer to
          exist,  under  the  Uniform  Commercial  Code of any  jurisdiction,  a
          financing  statement  that names the Borrower or any of its Restricted
          Subsidiaries  as debtor,  or sign or suffer to exist, or permit any of
          its Restricted  Subsidiaries to sign or suffer to exist,  any security
          agreement  authorizing  any  secured  party  thereunder  to file  such
          financing  statement,  or  assign,  or  permit  any of its  Restricted
          Subsidiaries to assign, any accounts or other right to receive income,
          except:

                    (i) Liens created under the Loan Documents;

                    (ii) Permitted Liens;

                    (iii) Liens  existing on the date  hereof and  described  on
               Schedule 4.01(t) hereto;

                    (iv)  purchase  money  Liens  upon  or in real  property  or
               equipment  acquired  or  held  by  the  Borrower  or  any  of its
               Restricted  Subsidiaries  in the  ordinary  course of business to
               secure the  purchase  price of such  property or  equipment or to
               secure  Debt  incurred  solely for the purpose of  financing  the
               acquisition,  construction or improvement of any such property or
               equipment to be subject to such Liens,  or Liens  existing on any
               such property or equipment at the time of acquisition (other than
               any such Liens created in  contemplation of such acquisition that
               do not secure the purchase  price),  or  extensions,  renewals or
               replacements  of any of the  foregoing  for the  same or a lesser
               amount;  provided,  however, that no such Lien shall extend to or
               cover any property  other than the  property or  equipment  being
               acquired, constructed or improved, and no such extension, renewal
               or  replacement  shall  extend  to  or  cover  any  property  not
               theretofore  subject  to the  Lien  being  extended,  renewed  or
               replaced;  and  provided  further  that the  aggregate  principal
               amount of the Debt secured by Liens permitted by this clause (iv)
               shall not exceed the amount  permitted under Section  5.02(b)(ii)
               at any time outstanding;

                    (v) Liens  arising in  connection  with  Capitalized  Leases
               permitted under Section 5.02(b)(iii);  provided that no such Lien
               shall extend to or cover any  Collateral or assets other than the
               assets subject to such Capitalized Leases;

                    (vi) other Liens  affecting  property with an aggregate fair
               value not to exceed $10,000,000, provided that no such Lien shall
               extend to cover any Collateral; and

                                       54

<PAGE>


                    (vii) the  replacement,  extension  or  renewal  of any Lien
               permitted  by clause  (iii)  above  upon or in the same  property
               theretofore  subject  thereto or the  replacement,  extension  or
               renewal  (without  increase in the amount or Change in any direct
               or contingent obligor) of the Debt secured thereby.

               (b) Debt. Create, incur, assume or suffer to exist, or permit any
          of its Restricted  Subsidiaries to create,  incur, assume or suffer to
          exist, any Debt, except:

                    (i)  in  the  case  of  the  Borrower  and  its   Restricted
               Subsidiaries,  Debt under the Loan Documents,  including, without
               limitation, Debt permitted under Section 2.17,

                    (ii) in the  case of the  Borrower,  Debt  secured  by Liens
               permitted by Section  5.02(a)(iv)  not to exceed in the aggregate
               $20,000,000 at any time outstanding,

                    (iii) in the case of the Borrower, Capitalized Leases not to
               exceed in the aggregate $10,000,000 at any time outstanding,

                    (iv)  in  the  case  of  the  Borrower  and  its  Restricted
               Subsidiaries, the Surviving Debt,

                    (v)  in  the  case  of  the  Borrower  and  its   Restricted
               Subsidiaries,  Debt owed to the  Borrower or any other Loan Party
               that constitutes Pledged Debt,

                    (vi) in the case of the Borrower,  the Subordinated Notes to
               be issued simultaneously with the Initial Extension of Credit,

                    (vii) in the case of the Borrower,  Subordinated  Debt in an
               aggregate amount not to exceed $300,000,000, and

                    (viii) in the case of the Borrower,  unsecured Debt incurred
               in the  ordinary  course of business  for the  deferred  purchase
               price of property or services,  maturing within one year from the
               date created, and aggregating,  on a Consolidated basis, not more
               than $5,000,000 at any one time outstanding.

               (c)  Change in Nature of  Business.  Make,  or permit  any of its
          Restricted  Subsidiaries to make, any material change in the nature of
          its  business  as  carried  on by  the  Borrower  and  its  Restricted
          Subsidiaries as at the date hereof,  namely trade shows and activities
          related thereto.

               (d) Mergers,  Etc. Merge into or  consolidate  with any Person or
          permit any  Person to merge  into it, or permit any of its  Restricted
          Subsidiaries to do so, except that:

                    (i) any Restricted Subsidiary of the Borrower may merge into
               or consolidate  with any other  Restricted  Subsidiary,  provided
               that,  in the  case of any  such  merger  or  consolidation,  the
               Borrower shall not own,  either  directly or  indirectly,  Equity
               Interests in the Person formed by such merger or consolidation in
               an  amount  (expressed  as  a  percentage  of  the  total  Equity
               Interests  of such  Person)  that is less than the higher  amount
               (expressed as a percentage) of Equity Interests  owned,  directly
               or indirectly, by the Borrower in each such Restricted Subsidiary
               immediately  prior  to such  merger  or  consolidation,  provided
               further that, in the case of any such merger or  consolidation to
               which a Guarantor is a party, the Person formed by such merger or
               consolidation shall be a Guarantor;

                    (ii)  in  connection  with  any  sale or  other  disposition
               permitted  under Section 5.02(e) (other than clause (i) thereof),
               any  Restricted  Subsidiary  of the  Borrower  may

                                       55

<PAGE>


               merge  into or  consolidate  with any other  Person or permit any
               other Person to merge into or consolidate with it; and

                    (iii) in connection  with any  acquisition  permitted  under
               Section 5.02(f)(viii),  any Restricted Subsidiary of the Borrower
               may merge into or Consolidate with any other Person or permit any
               other Person to merge into or consolidate  with it; provided that
               the  Person  surviving  such  merger  shall  be  a  wholly  owned
               Restricted Subsidiary and a Guarantor;

          provided,  however, that in each case, immediately after giving effect
          thereto,  no event shall occur and be  continuing  that  constitutes a
          Default.

               (e) Sales,  Etc., of Assets.  Sell, lease,  transfer or otherwise
          dispose  of, or permit  any of its  Restricted  Subsidiaries  to sell,
          lease,  transfer or  otherwise  dispose  of, any assets,  or grant any
          option or other  right to  purchase,  lease or  otherwise  acquire any
          assets other than  inventory to be sold in the ordinary  course of its
          business, except:

                    (i) in a transaction  authorized by Section  5.02(d)  (other
               than subsection (ii) thereof); and

                    (ii)  sales of  assets  for  cash  and for fair  value in an
               aggregate amount not to exceed $5,000,000 in any Fiscal Year,

          provided  that in the case of sales of assets  pursuant to clause (ii)
          above,  the Borrower  shall, on the date of receipt by the Borrower or
          any of its Restricted  Subsidiaries of the Net Cash Proceeds from such
          sale,  prepay the Advances  pursuant to Section 2.06(b),  as specified
          therein.

               (f) Investments in Other Persons.  Make or hold, or permit any of
          its  Restricted  Subsidiaries  to make or hold,  any Investment in any
          Person, except:

                    (i) equity  Investments  by the Borrower and its  Restricted
               Subsidiaries outstanding on the date hereof and additional future
               investments in Loan Parties;

                    (ii) loans and advances to employees in the ordinary  course
               of the business of the Borrower and its  Restricted  Subsidiaries
               as presently  conducted in an aggregate  principal  amount not to
               exceed $2,500,000 at any time outstanding;

                    (iii)   Investments  by  the  Borrower  and  its  Restricted
               Subsidiaries in Cash Equivalents;

                    (iv)  Investments  existing on the date hereof and described
               on Schedule 4.01(v) hereto;

                    (v) Investments  consisting of  intercompany  Debt permitted
               under Section 5.02(b)(iv);

                    (vi)   Investments   consisting   of  Equity   Interests  in
               "start-up"  companies received by the Borrower and its Restricted
               Subsidiaries  in exchange for floor space or show  promotion  and
               sponsorship  activities  at  shows  or  related  to  shows of the
               Borrower and its Restricted Subsidiaries;

                    (vii) Investments by the Borrower in Hedge Agreements;

                                       56

<PAGE>


                    (viii) equity  Investments by the Borrower or any Restricted
               Subsidiary  of the  Borrower in any newly  organized  or acquired
               Subsidiary  in an aggregate  amount not  exceeding  $350,000,000,
               provided that with respect to Investments  made under this clause
               (viii) (1) immediately before and after giving effect thereto, no
               Default  shall have  occurred and be  continuing  or would result
               therefrom,  (2) any company or  business  acquired or invested in
               pursuant  to this  clause  (viii)  shall be in the  same  line of
               business  as  the   business  of  the  Borrower  or  any  of  the
               Subsidiaries (namely, trade shows and activities related thereto)
               and (3)  immediately  after giving effect to the acquisition of a
               company or business pursuant to this clause (viii),  the Borrower
               shall be in pro forma compliance with the covenants  contained in
               Section 5.04,  calculated based on the financial  statements most
               recently delivered to the Lenders pursuant to Section 5.03 and as
               though such  acquisition  had  occurred at the  beginning  of the
               four-quarter   period   covered   thereby,   as  evidenced  by  a
               certificate  of the  Chief  Financial  Officer  of  the  Borrower
               delivered to the Lenders demonstrating such compliance; and

                    (ix)   Investments  in  Unrestricted   Subsidiaries,   joint
               ventures  and minority  interests;  provided,  however,  that the
               aggregate amount of such Investments, together with the aggregate
               amount of cash  dividends  and  distributions  made  pursuant  to
               Section 5.02(g)(iii), shall not exceed the sum of (x) $20,000,000
               and (y)  the Net  Cash  Proceeds  from  the  issuance  of  Equity
               Interests by the Borrower and the Restricted  Subsidiaries to any
               Person.

          (g)  Restricted  Payments.  Declare  or pay any  dividends,  purchase,
     redeem,  retire,  defease or otherwise  acquire for value any of its Equity
     Interests  now  or  hereafter  outstanding,   return  any  capital  to  its
     stockholders,  partners or members (or the equivalent  Persons  thereof) as
     such, make any  distribution of assets,  Equity  Interests,  obligations or
     securities  to its  stockholders,  partners or members  (or the  equivalent
     Persons  thereof) as such or issue or sell any Equity  Interests  or accept
     any capital contributions,  or permit any of its Restricted Subsidiaries to
     do any of the foregoing,  or permit any of its Restricted  Subsidiaries  to
     purchase, redeem, retire, defease or otherwise acquire for value any Equity
     Interests in the Borrower or to issue or sell any Equity Interests therein,
     except that, so long as no Default shall have occurred and be continuing at
     the time of any  action  described  in  clause  (i) or (ii)  below or would
     result therefrom:

               (i) the Borrower may declare and pay dividends and  distributions
          payable only in common stock of the Borrower, and

               (ii) any  Restricted  Subsidiary  of the Borrower may (A) declare
          and pay cash  dividends  to the  Borrower,  (B)  declare  and pay cash
          dividends  to  any  other  Loan  Party  of  which  it is a  Restricted
          Subsidiary and (C) accept capital contributions from its parent to the
          extent permitted under Section 5.02(f)(i).

          (h) Lease Obligations.  Create,  incur,  assume or suffer to exist, or
     permit  any of its  Restricted  Subsidiaries  to create,  incur,  assume or
     suffer to exist,  any  obligations  as lessee (i) for the rental or hire of
     real or  personal  property  in  connection  with any  sale  and  leaseback
     transaction,  or (ii)  for the  rental  or hire of other  real or  personal
     property  of any kind  under  leases  or  agreements  to lease  (excluding,
     however,  Capitalized  Leases)  having an original term of one year or more
     that would cause the direct and contingent  liabilities of the Borrower and
     its Restricted  Subsidiaries,  on a Consolidated  basis,  in respect of all
     such  obligations  to  exceed  $15,000,000  payable  in  any  period  of 12
     consecutive months.

          (i) Amendments of Constitutive Documents.  Amend, or permit any of its
     Restricted  Subsidiaries  to amend,  its  certificate of  incorporation  or
     bylaws or other constitutive documents,

                                       57

<PAGE>


     other than any  amendment  that would not  reasonably be expected to have a
     Material Adverse Effect.

          (j)  Accounting  Changes.  Make  or  permit,  or  permit  any  of  its
     Restricted  Subsidiaries  to make or permit,  any change in (i)  accounting
     policies or reporting  practices,  except as required by generally accepted
     accounting principles, or (ii) Fiscal Year.

          (k) Prepayments,  Etc., of Debt. Prepay, redeem, purchase,  defease or
     otherwise satisfy prior to the scheduled maturity thereof in any manner, or
     make any  payment in  violation  of any  subordination  terms of, any Debt,
     except (i) the  prepayment of the Advances in accordance  with the terms of
     this  Agreement,  and (ii)  regularly  scheduled or required  repayments or
     redemptions of Surviving Debt, or amend, modify or change in any manner any
     term or condition of any Surviving  Debt that would  reasonably be expected
     to  have a  Material  Adverse  Effect,  or  permit  any  of its  Restricted
     Subsidiaries  to do any of the  foregoing  other  than to  prepay  any Debt
     payable to the Borrower.

          (l) Intentionally Omitted.

          (m) Negative Pledges.  Enter into or suffer to exist, or permit any of
     its Restricted Subsidiaries to enter into or suffer to exist, any agreement
     prohibiting or conditioning the creation or assumption of any Lien upon any
     of its property or assets except (i) if Liens are permitted in favor of the
     Secured  Parties or (ii) in connection with (A) any Surviving Debt, (B) any
     purchase money Debt permitted by Section  5.02(b)(ii)  solely to the extent
     that the agreement or instrument  governing  such Debt  prohibits a Lien on
     the  property  acquired  with  the  proceeds  of  such  Debt,  or  (C)  any
     Capitalized  Lease permitted by Section  5.02(b)(iii)  solely to the extent
     that  such  Capitalized  Lease  prohibits  a Lien on the  property  subject
     thereto.

          (n)  Partnerships,  Etc.  Become a general  partner in any  general or
     limited  partnership  or joint  venture,  or permit  any of its  Restricted
     Subsidiaries to do so, other than any Restricted Subsidiary of the Borrower
     the sole assets of which  consist of its  interest in such  partnership  or
     joint venture.

          (o) Speculative Transactions.  Engage, or permit any of its Restricted
     Subsidiaries to engage, in any transaction  involving  commodity options or
     futures contracts or any similar speculative transactions.

          (p)  Capital  Expenditures.  Make,  or  permit  any of its  Restricted
     Subsidiaries  to make,  any  Capital  Expenditures  that  would  cause  the
     aggregate amount of all such Capital  Expenditures made by the Borrower and
     its Restricted Subsidiaries to exceed (x) in the Fiscal Year ended December
     31, 2001, $20,000,000 and (y) in each Fiscal Year thereafter, $15,000,000.

          (q) Formation of  Subsidiaries.  Organize or invest,  or permit any of
     its Restricted  Subsidiaries  to organize or invest,  in any new Subsidiary
     except as permitted under Section 5.02(f).

          (r)  Payment   Restrictions   Affecting   Subsidiaries.   Directly  or
     indirectly,  enter into or suffer to exist, or permit any of its Restricted
     Subsidiaries to enter into or suffer to exist, any agreement or arrangement
     limiting the ability of any of its  Restricted  Subsidiaries  to declare or
     pay dividends or other  distributions in respect of its Equity Interests or
     repay or prepay any Debt owed to, make loans or advances  to, or  otherwise
     transfer assets to or invest in, the Borrower or any Restricted  Subsidiary
     of the Borrower (whether through a covenant restricting  dividends,  loans,
     asset transfers or investments, a financial covenant or otherwise),  except
     (i) the Loan  Documents  and (ii) any  agreement or  instrument  evidencing
     Surviving Debt.

                                       58

<PAGE>


         SECTION  5.03.  Reporting  Requirements.  So long as any Advance or any
other  Obligation of any Loan Party under any Loan Document shall remain unpaid,
any  Letter  of  Credit  shall  be  outstanding  or any  Lender  shall  have any
Commitment  hereunder,  the  Borrower  will furnish to the Agents and the Lender
Parties:

          (a) Default  Notice.  As soon as possible  and in any event within two
     Business Days after  becoming  aware of the  occurrence of each Default,  a
     statement of a Responsible Officer of the Borrower setting forth details of
     such  Default and the action that the  Borrower  has taken and  proposes to
     take with respect thereto.

          (b) Annual Financials. As soon as available and in any event within 90
     days after the end of each Fiscal  Year,  a copy of the annual audit report
     for such year for the Borrower and its Restricted  Subsidiaries,  including
     therein a  Consolidated  balance  sheet of the Borrower and its  Restricted
     Subsidiaries  as of  the  end  of  such  Fiscal  Year,  and a  Consolidated
     statement  of income  and a  Consolidated  statement  of cash  flows of the
     Borrower and its Restricted  Subsidiaries  for such Fiscal Year accompanied
     by an opinion  acceptable  to the Required  Lenders of  independent  public
     accountants  of recognized  standing  acceptable  to the Required  Lenders,
     together  with (i) a  certificate  of such  accounting  firm to the  Lender
     Parties  stating that in the course of the regular audit of the business of
     the Borrower and its Restricted Subsidiaries,  which audit was conducted by
     such  accounting  firm  in  accordance  with  generally  accepted  auditing
     standards,  such  accounting  firm has obtained no knowledge that a Default
     has occurred and is  continuing,  or if, in the opinion of such  accounting
     firm,  a Default has  occurred  and is  continuing,  a statement  as to the
     nature thereof,  (ii) a schedule in form satisfactory to the Administrative
     Agent of the computations  used by such  accountants in determining,  as of
     the end of such Fiscal Year,  compliance  with the  covenants  contained in
     Section 5.04,  provided that in the event of any change in GAAP used in the
     preparation of such financial statements,  the Borrower shall also provide,
     if necessary  for the  determination  of  compliance  with Section  5.04, a
     statement of reconciliation  conforming such financial  statements to GAAP,
     (iii) a certificate of the Chief Financial  Officer of the Borrower stating
     that no  Default  has  occurred  and is  continuing  or, if a  default  has
     occurred and is  continuing,  a statement as to the nature  thereof and the
     action  that the  Borrower  has taken  and  proposes  to take with  respect
     thereto and (iv) a copy of the annual  management  letter  prepared by such
     independent public accountants.

          (c) Quarterly Financials. As soon as available and in any event within
     45 days after the end of each of the first  three  quarters  of each Fiscal
     Year, a  Consolidated  balance  sheet of the  Borrower  and its  Restricted
     Subsidiaries as of the end of such quarter and a Consolidated  statement of
     income and a  Consolidated  statement of cash flows of the Borrower and its
     Restricted  Subsidiaries  for  the  period  commencing  at  the  end of the
     previous  fiscal quarter and ending with the end of such fiscal quarter and
     a  Consolidated  statement of income and a  Consolidated  statement of cash
     flows  of the  Borrower  and its  Restricted  Subsidiaries  for the  period
     commencing  at the end of the previous  Fiscal Year and ending with the end
     of such  quarter,  setting  forth in  comparative  form  the  corresponding
     figures for the corresponding  date or period of the preceding Fiscal Year,
     all in reasonable  detail and duly  certified  (subject to normal  year-end
     audit adjustments) by the Chief Financial Officer of the Borrower as having
     been prepared in accordance  with GAAP,  together with (i) a certificate of
     said officer  stating that no Default has occurred and is continuing or, if
     a Default has  occurred  and is  continuing,  a statement  as to the nature
     thereof and the action  that the  Borrower  has taken and  proposes to take
     with  respect  thereto  and (ii) a  schedule  in form  satisfactory  to the
     Administrative   Agent  of  the  computations   used  by  the  Borrower  in
     determining  compliance  with the  covenants  contained  in  Section  5.04,
     provided that in the event of any change in GAAP used in the preparation of
     such financial  statements,  the Borrower shall also provide,  if necessary
     for the  determination  of  compliance  with  Section  5.04, a statement of
     reconciliation conforming such financial statements to GAAP.

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<PAGE>


          (d) Annual  Forecasts.  As soon as available and in any event no later
     than 30 days  after the end of each  Fiscal  Year,  forecasts  prepared  by
     management  of the Borrower,  in form  satisfactory  to the  Administrative
     Agent, of balance sheets and income statements on a quarterly basis for the
     Fiscal Year  following  such  Fiscal  Year and on an annual  basis for each
     Fiscal Year thereafter until the Termination Date.

          (e) Litigation. Promptly after the commencement thereof, notice of all
     actions, suits, investigations, litigation and proceedings before any court
     or  governmental   department,   commission,   board,  bureau,   agency  or
     instrumentality,  domestic  or  foreign,  affecting  any Loan  Party or any
     Restricted  Subsidiaries  of the type  described  in Section  4.01(f),  and
     promptly  after the  occurrence  thereof,  notice of any  material  adverse
     change in the  status  or the  financial  effect  on any Loan  Party or any
     Restricted  Subsidiaries  of the Litigation from that described on Schedule
     4.01(f) hereto.

          (f) Securities Reports.  Promptly after the sending or filing thereof,
     copies of all proxy statements,  financial  statements and reports that any
     Loan Party or any of its Restricted Subsidiaries sends to its stockholders,
     and  copies  of  all  regular,   periodic  and  special  reports,  and  all
     registration statements, that any Loan Party or any Restricted Subsidiaries
     files with the  Securities  and  Exchange  Commission  or any  governmental
     authority that may be substituted therefor, or with any national securities
     exchange.

          (g) Revenue Agent Reports. Within 30 days after receipt, copies of all
     Revenue Agent Reports (Internal Revenue Service Form 886), or other written
     proposals of the  Internal  Revenue  Service,  that  propose,  determine or
     otherwise  set  forth  positive  adjustments  to  the  Federal  income  tax
     liability of the affiliated group (within the meaning of Section 1504(a)(1)
     of the Internal Revenue Code) of which the Borrower is a member aggregating
     $2,500,000 or more.

          (h) ERISA. (i) ERISA Events and ERISA Reports. (A) Promptly and in any
     event within 10 days after any Loan Party or any ERISA  Affiliate  knows or
     has reason to know that any ERISA Event has  occurred,  a statement  of the
     Chief Financial Officer of the Borrower describing such ERISA Event and the
     action,  if any, that such Loan Party or such ERISA Affiliate has taken and
     proposes  to take with  respect  thereto  and (B) on the date any  records,
     documents or other  information  must be furnished to the PBGC with respect
     to any Plan  pursuant  to Section  4010 of ERISA,  a copy of such  records,
     documents and information.

          (ii) Plan Terminations.  Promptly and in any event within two Business
     Days after receipt thereof by any Loan Party or any ERISA Affiliate, copies
     of each notice from the PBGC stating its intention to terminate any Plan or
     to have a trustee appointed to administer any Plan.

          (iii) Plan Annual  Reports.  Promptly  and in any event within 30 days
     after the filing thereof with the Internal Revenue Service,  copies of each
     Schedule B (Actuarial  Information) to the annual report (Form 5500 Series)
     with respect to each Plan.

          (iv) Multiemployer Plan Notices. Promptly and in any event within five
     Business  Days  after  receipt  thereof  by any  Loan  Party  or any  ERISA
     Affiliate from the sponsor of a Multiemployer  Plan,  copies of each notice
     concerning  (A)  the  imposition  of  Withdrawal   Liability  by  any  such
     Multiemployer  Plan,  (B) the  reorganization  or  termination,  within the
     meaning  of Title IV of ERISA,  of any such  Multiemployer  Plan or (C) the
     amount of liability incurred,  or that may be incurred,  by such Loan Party
     or any ERISA Affiliate in connection with any event described in clause (A)
     or (B).

          (i)  Environmental   Conditions.   Promptly  after  the  assertion  or
     occurrence  thereof,  notice of any Environmental  Action against or of any
     noncompliance by any Loan Party or any of its

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     Restricted  Subsidiaries with any Environmental Law or Environmental Permit
     that could (i) reasonably be expected to have a Material  Adverse Effect or
     (ii) cause any  property  described  in the  Mortgages to be subject to any
     restrictions  on ownership,  occupancy,  use or  transferability  under any
     Environmental Law.

          (j) Real  Property.  As soon as  available  and in any event within 30
     days after the end of each Fiscal  Year,  a report  supplementing  Schedule
     4.01(u)  hereto,  including an  identification  of all owned real  property
     disposed of by the Borrower or any of its Domestic Subsidiaries during such
     Fiscal Year, a list and description  (including the street address,  county
     or other relevant  jurisdiction,  state,  record owner, book value and fair
     market value thereof) of all real property acquired during such Fiscal Year
     and a description of such other changes in the information included in such
     Schedule as may be necessary for such Schedule to be accurate and complete;
     provided,  however, that the Borrower shall only be required to provide the
     information  under this  Section  5.03(j)  if, as at the end of such Fiscal
     Year,  the aggregate  fair market value of all real  property  owned by the
     Borrower and its Domestic Subsidiaries exceeds $1,000,000.

          (k) Other Information. Such other information respecting the business,
     condition (financial or otherwise),  operations,  performance or properties
     of any Loan Party or any of its  Subsidiaries  as any Agent,  or any Lender
     through the Administrative Agent, may from time to time reasonably request.

         SECTION 5.04.  Financial  Covenants.  So long as any  Revolving  Credit
Advance or any other  Obligation of any Loan Party under any Loan Document shall
remain  unpaid,  any Letter of Credit shall be  outstanding or any Lender Party,
shall have any Commitment hereunder, the Borrower will:

          (a)  Leverage  Ratio.  Maintain  at all times a Leverage  Ratio not to
     exceed 4.90:1.

          (b) Senior  Leverage  Ratio.  Maintain at all times a Senior  Leverage
     Ratio not to exceed 3.75:1.

          (c)  Interest  Coverage  Ratio.  Maintain  at the end of  each  fiscal
     quarter of the  Borrower  an Interest  Coverage  Ratio of not less than the
     ratio set forth below for such quarter:

          QUARTER ENDING                  RATIO

          September 30, 2001              2.00:1
          December 31, 2001               2.00:1
          March 31, 2002                  2.00:1
          June 30, 2002                   2.00:1
          September 30, 2002              2.25:1
          December 31, 2002               2.25:1
          March 31, 2003                  2.25:1
          June 30, 2003                   2.25:1
          September 30, 2003              2.25:1
          December 31, 2003               2.25:1
          March 31, 2004                  2.25:1
          June 30, 2004                   2.25:1

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                                   ARTICLE VI

                                EVENTS OF DEFAULT

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

          (a) (i) the  Borrower  shall fail to pay any  principal of any Advance
     when the same shall become due and payable or (ii) the Borrower  shall fail
     to pay any  interest on any  Advance,  or any Loan Party shall fail to make
     any other payment under any Loan  Document,  in each case under this clause
     (ii) within two (2)  Business  Days after the same becomes due and payable;
     or

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

          (c) the Borrower  shall fail to perform or observe any term,  covenant
     or agreement contained in Section 2.14, 5.01(e),  (i) or (j), 5.02, 5.03 or
     5.04; or

          (d) any Loan Party  shall fail to perform or observe  any other  term,
     covenant  or  agreement  contained  in any Loan  Document on its part to be
     performed or observed if such failure shall remain  unremedied  for 30 days
     after the earlier of the date on which (i) a  Responsible  Officer  becomes
     aware of such failure or (ii) written  notice thereof shall have been given
     to the Borrower by any Agent or any Lender Party; or

          (e) any Loan Party or any Restricted  Subsidiary shall fail to pay any
     principal of, premium or interest on or any other amount payable in respect
     of any Debt of such Loan Party or such  Restricted  Subsidiary (as the case
     may be) that is  outstanding in a principal  amount of at least  $5,000,000
     either  individually  or in the aggregate (but  excluding Debt  outstanding
     hereunder),  when the same  becomes due and payable  (whether by  scheduled
     maturity, required prepayment, acceleration, demand or otherwise), and such
     failure shall continue after the applicable grace period, if any, specified
     in the  agreement or  instrument  relating to such Debt; or any other event
     shall occur or  condition  shall exist under any  agreement  or  instrument
     relating to any such Debt and shall  continue  after the  applicable  grace
     period, if any, specified in such agreement or instrument, if the effect of
     such event or condition is to accelerate, or to permit the acceleration of,
     the maturity of such Debt or  otherwise  to cause,  or to permit the holder
     thereof to cause,  such Debt to mature;  or any such Debt shall be declared
     to be due and payable or required to be prepaid or redeemed  (other than by
     a regularly  scheduled  required  prepayment or  redemption),  purchased or
     defeased,  or an offer to prepay,  redeem,  purchase  or defease  such Debt
     shall be  required  to be made,  in each case prior to the stated  maturity
     thereof; or

          (f) any  Loan  Party  or any  Restricted  Subsidiary  (other  than any
     Immaterial Restricted Subsidiary) shall generally not pay its debts as such
     debts become due, or shall admit in writing its  inability to pay its debts
     generally, or shall make a general assignment for the benefit of creditors;
     or any  proceeding  shall be  instituted by or against  Holdings,  any Loan
     Party or any Restricted  Subsidiary  (other than any Immaterial  Restricted
     Subsidiary)  seeking to adjudicate  it a bankrupt or insolvent,  or seeking
     liquidation,   winding   up,   reorganization,   arrangement,   adjustment,
     protection,  relief,  or  composition  of it or its  debts  under  any  law
     relating to bankruptcy,  insolvency or reorganization or relief of debtors,
     or  seeking  the  entry of an order  for  relief  or the  appointment  of a
     receiver,  trustee or other similar  official for it or for any substantial
     part of its  property  and, in the case of any such  proceeding  instituted
     against it (but not instituted by it) that is being diligently contested by
     it in good faith,  either  such  proceeding  shall  remain  undismissed  or
     unstayed  for a  period  of 60 days or any of the  actions  sought  in such
     proceeding

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     (including,  without limitation,  the entry of an order for relief against,
     or the  appointment  of a receiver,  trustee,  custodian  or other  similar
     official for, it or any  substantial  part of its property) shall occur; or
     any Loan Party or any  Restricted  Subsidiary  (other  than any  Immaterial
     Restricted  Subsidiary) shall take any corporate action to authorize any of
     the actions set forth above in this subsection (f); or

          (g) any judgments or orders,  either individually or in the aggregate,
     for the payment of money in excess of $5,000,000  shall be rendered against
     any Loan Party or any  Restricted  Subsidiary  (other  than any  Immaterial
     Restricted  Subsidiary)  and such  judgment  is not paid within 10 Business
     Days either (i)  enforcement  proceedings  shall have been commenced by any
     creditor  upon such  judgment or order or (ii) there shall be any period of
     30 consecutive  days during which a stay of enforcement of such judgment or
     order, by reason of a pending appeal or otherwise,  shall not be in effect;
     or

          (h) any  non-monetary  judgment or order shall be rendered against any
     Loan  Party  or  any  Restricted  Subsidiary  (other  than  any  Immaterial
     Restricted Subsidiary) that could be reasonably expected to have a Material
     Adverse Effect, and there shall be any period of 30 consecutive days during
     which a stay of  enforcement  of such  judgment  or  order,  by reason of a
     pending appeal or otherwise, shall not be in effect; or

          (i) any material provision of any Loan Document after delivery thereof
     pursuant to Section 3.01 or 5.01(j)  shall for any reason cease to be valid
     and  binding on or  enforceable  against any Loan Party party to it, or any
     such Loan Party shall so state in writing; or

          (j) any  Collateral  Document or financing  statement  after  delivery
     thereof  pursuant to Section  3.01 or 5.01(j)  shall for any reason  (other
     than pursuant to the terms  thereof)  cease to create a valid and perfected
     first priority lien on and security interest in the Collateral purported to
     be covered  thereby,  except for any such  cessation  as shall not,  in the
     reasonable  opinion of any Agent or any  Lender,  have a  material  adverse
     effect on the rights or  remedies  of any Agent or Lender in respect of any
     material part of the Collateral; or

          (k) a Change of Control shall occur; or

          (l) any ERISA Event shall have occurred with respect to a Plan and the
     sum  (determined  as of the date of  occurrence of such ERISA Event) of the
     Insufficiency of such Plan and the Insufficiency of any and all other Plans
     with respect to which an ERISA Event shall have occurred and then exist (or
     the liability of the Loan Parties and the ERISA Affiliates  related to such
     ERISA Event) exceeds $5,000,000; or

          (m) any Loan Party or any ERISA  Affiliate shall have been notified by
     the  sponsor  of a  Multiemployer  Plan  that  it has  incurred  Withdrawal
     Liability to such  Multiemployer  Plan in an amount that,  when  aggregated
     with all other amounts  required to be paid to  Multiemployer  Plans by the
     Loan Parties and the ERISA Affiliates as Withdrawal  Liability  (determined
     as of the  date of  such  notification),  exceeds  $5,000,000  or  requires
     payments exceeding $1,000,000 per annum; or

          (n) any Loan Party or any ERISA  Affiliate shall have been notified by
     the  sponsor of a  Multiemployer  Plan that such  Multiemployer  Plan is in
     reorganization  or is being  terminated,  within the meaning of Title IV of
     ERISA, and as a result of such  reorganization or termination the aggregate
     annual  contributions  of the Loan Parties and the ERISA  Affiliates to all
     Multiemployer  Plans that are then in  reorganization  or being  terminated
     have  been  or will be  increased  over  the  amounts  contributed  to such
     Multiemployer  Plans  for  the  plan  years  of  such  Multiemployer  Plans

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     immediately  preceding  the  plan  year in  which  such  reorganization  or
     termination occurs by an amount exceeding $1,000,000; or

          (o) an "Event of  Default"  (as  defined in any  Mortgage)  shall have
     occurred and be continuing,

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

         SECTION 6.02. Actions in Respect of the Letters of Credit upon Default.
If  any  Event  of  Default   shall  have  occurred  and  be   continuing,   the
Administrative  Agent  may,  or shall at the  request of the  Required  Lenders,
irrespective  of whether it is taking any of the  actions  described  in Section
6.01 or  otherwise,  make demand upon the Borrower to, and  forthwith  upon such
demand the Borrower will,  pay to the  Collateral  Agent on behalf of the Lender
Parties in same day funds at the Collateral  Agent's  office  designated in such
demand,  for  deposit  in the L/C  Collateral  Account,  an amount  equal to the
aggregate Available Amount of all Letters of Credit then outstanding.  If at any
time the Administrative  Agent or the Collateral Agent determines that any funds
held in the L/C  Collateral  Account  are  subject  to any right or claim of any
Person other than the Agents and the Lender  Parties or that the total amount of
such funds is less than the aggregate Available Amount of all Letters of Credit,
the Borrower  will,  forthwith  upon demand by the  Administrative  Agent or the
Collateral  Agent,  pay to the  Collateral  Agent,  as  additional  funds  to be
deposited and held in the L/C Collateral  Account, an amount equal to the excess
of (a) such aggregate  Available  Amount over (b) the total amount of funds,  if
any, then held in the L/C Collateral  Account that the  Administrative  Agent or
the Collateral Agent, as the case may be, determines to be free and clear of any
such right and claim.  Upon the  drawing of any Letter of Credit for which funds
are on deposit in the L/C  Collateral  Account,  such funds  shall be applied to
reimburse the Issuing Bank or Revolving  Credit Lenders,  as applicable,  to the
extent permitted by applicable law.

                                  ARTICLE VII

                                    GUARANTY

         SECTION 7.01.  Guaranty;  Limitation of Liability.  (a) Each Guarantor,
jointly  and  severally,  hereby  absolutely,  unconditionally  and  irrevocably
guarantees the punctual  payment when due,  whether at scheduled  maturity or on
any date of a required  prepayment or by acceleration,  demand or otherwise,  of
all  Obligations of each other Loan Party now or hereafter  existing under or in
respect of the Loan Documents  (including,  without limitation,  any extensions,
modifications,  substitutions,  amendments  or  renewals  of  any  or all of the
foregoing Obligations),  whether direct or indirect, absolute or contingent, and
whether for principal, interest, premiums, fees, indemnities, contract causes of
action,  costs,  expenses or otherwise (such  Obligations  being the "GUARANTEED
OBLIGATIONS"),  and  agrees  to pay  any and all

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expenses  (including,  without  limitation,  reasonable  fees  and  expenses  of
counsel)  incurred by the  Administrative  Agent or any other  Secured  Party in
enforcing  any rights under this  Guaranty or any other Loan  Document.  Without
limiting the  generality of the  foregoing,  each  Guarantor's  liability  shall
extend to all amounts that  constitute  part of the Guaranteed  Obligations  and
would be owed by any other Loan Party to any  Secured  Party under or in respect
of the Loan  Documents  but for the fact  that  they  are  unenforceable  or not
allowable  due to the  existence  of a  bankruptcy,  reorganization  or  similar
proceeding involving such other Loan Party.

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

         (c) Each Guarantor hereby  unconditionally  and irrevocably agrees that
in the event any payment shall be required to be made to any Secured Party under
this Guaranty or any other  guaranty,  such  Guarantor will  contribute,  to the
maximum extent  permitted by law, such amounts to each other  Guarantor and each
other  guarantor  so as to  maximize  the  aggregate  amount paid to the Secured
Parties  under or in  respect  of the Loan  Documents.

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

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

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

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

          (d) any manner of application  of Collateral or any other  collateral,
     or proceeds thereof,  to all or any of the Guaranteed  Obligations,  or any
     manner  of  sale  or  other  disposition  of any

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     Collateral  or any  other  collateral  for  all  or  any of the  Guaranteed
     Obligations  or any  other  Obligations  of any Loan  Party  under the Loan
     Documents  or any other  assets of any Loan Party or any of its  Restricted
     Subsidiaries;

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

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

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

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

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

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

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

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

         (d) Each  Guarantor  acknowledges  that the  Administrative  Agent may,
without  notice to or demand  upon such  Guarantor  and  without  affecting  the
liability of such Guarantor under this Guaranty, foreclose under any mortgage by
nonjudicial  sale, and each Guarantor  hereby waives any defense to the recovery
by the Administrative Agent and the other Secured Parties against such Guarantor
of any deficiency  after such  nonjudicial sale and any defense or benefits that
may be afforded by applicable law.

         (e) Each Guarantor hereby  unconditionally  and irrevocably  waives any
duty on the part of any Secured Party to disclose to such  Guarantor any matter,
fact or thing relating to the business,

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<PAGE>


condition  (financial  or  otherwise),  operations,  performance,  properties or
prospects  of any other Loan Party or any of its  Subsidiaries  now or hereafter
known by such Secured Party.

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

         SECTION 7.04.  Subrogation.  Each Guarantor hereby  unconditionally and
irrevocably  agrees not to exercise any rights that it may now have or hereafter
acquire  against  the  Borrower,  any  other  Loan  Party or any  other  insider
guarantor that arise from the existence,  payment, performance or enforcement of
such Guarantor's  Obligations  under or in respect of this Guaranty or any other
Loan  Document,   including,  without  limitation,  any  right  of  subrogation,
reimbursement,  exoneration,  contribution or  indemnification  and any right to
participate  in any claim or remedy of any Secured  Party  against the Borrower,
any other Loan Party or any other insider  guarantor or any Collateral,  whether
or not such claim,  remedy or right arises in equity or under contract,  statute
or common law, including,  without limitation, the right to take or receive from
the Borrower,  any other Loan Party or any other insider guarantor,  directly or
indirectly,  in cash or other  property  or by set-off  or in any other  manner,
payment or security on account of such claim,  remedy or right, unless and until
all of the  Guaranteed  Obligations  and all other  amounts  payable  under this
Guaranty  shall  have been paid in full in cash and the  Commitments  shall have
expired or been  terminated.  If any amount  shall be paid to any  Guarantor  in
violation of the immediately  preceding sentence at any time prior to the latest
of (a) the payment in full in cash of the Guaranteed  Obligations  and all other
amounts  payable under this Guaranty and (b) the  Termination  Date, such amount
shall be  received  and held in trust for the  benefit of the  Secured  Parties,
shall be segregated  from other  property and funds of such  Guarantor and shall
forthwith be paid or delivered to the  Administrative  Agent in the same form as
so received  (with any necessary  endorsement  or assignment) to be credited and
applied to the Guaranteed  Obligations  and all other amounts payable under this
Guaranty, whether matured or unmatured, in accordance with the terms of the Loan
Documents,  or to be held as Collateral for any Guaranteed  Obligations or other
amounts  payable under this Guaranty  thereafter  arising.  If (i) any Guarantor
shall make  payment to any  Secured  Party of all or any part of the  Guaranteed
Obligations,  (ii)  all of the  Guaranteed  Obligations  and all  other  amounts
payable under this  Guaranty  shall have been paid in full in cash and (iii) the
Termination  Date  shall  have  occurred,  the  Secured  Parties  will,  at such
Guarantor's  request  and  expense,   execute  and  deliver  to  such  Guarantor
appropriate documents,  without recourse and without representation or warranty,
necessary  to evidence  the  transfer by  subrogation  to such  Guarantor  of an
interest in the Guaranteed  Obligations resulting from such payment made by such
Guarantor pursuant to this Guaranty.

         SECTION 7.05. Guaranty Supplements.  Upon the execution and delivery by
any  Person of a  guaranty  supplement  in  substantially  the form of Exhibit G
hereto (each, a "GUARANTY SUPPLEMENT"),  (a) such Person shall be referred to as
an  "ADDITIONAL  GUARANTOR" and shall become and be a Guarantor  hereunder,  and
each  reference  in this  Guaranty  to a  "GUARANTOR"  shall  also mean and be a
reference to such  Additional  Guarantor,  and each  reference in any other Loan
Document to a "GUARANTOR"  shall also mean and be a reference to such Additional
Guarantor,  and (b)  each  reference  herein  to "THIS  GUARANTY",  "HEREUNDER",
"HEREOF" or words of like import referring to this Guaranty,  and each reference
in any other Loan Document to the "GUARANTY",  "THEREUNDER",  "THEREOF" or words
of like import referring to this Guaranty, shall mean and be a reference to this
Guaranty as supplemented by such Guaranty Supplement.

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

          (a) Prohibited  Payments,  Etc.  Except during the  continuance of any
     Event of  Default  (including  the  commencement  and  continuation  of any
     proceeding under any Bankruptcy Law

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

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

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

         SECTION  7.07.  Continuing  Guaranty;  Assignments.  This Guaranty is a
continuing  guaranty  and shall (a) remain in full  force and  effect  until the
latest of (i) the payment in full in cash of the Guaranteed  Obligations and all
other amounts payable under this Guaranty and (ii) the Termination  Date, (b) be
binding upon each  Guarantor,  its  successors  and assigns and (c) inure to the
benefit of and be  enforceable  by the  Secured  Parties  and their  successors,
transferees  and assigns.  Without  limiting the generality of clause (c) of the
immediately  preceding  sentence,  any  Secured  Party may  assign or  otherwise
transfer all or any portion of its rights and  obligations  under this Agreement
(including,  without  limitation,  all or any  portion of its  Commitments,  the
Advances owing to it and the Note or Notes held by it) to any other Person,  and
such other Person shall thereupon become vested with all the benefits in respect
thereof  granted to such Secured Party herein or otherwise,  in each case as and
to the extent  provided in Section  9.07.  No Guarantor  shall have the right to
assign its rights  hereunder or any interest  herein  without the prior  written
consent of the Secured Parties.

                                  ARTICLE VIII

                                   THE AGENTS

         SECTION  8.01.  Authorization  and Action.  Each  Lender  Party (in its
capacity as a Lender or the Issuing bank) hereby  appoints and  authorizes  each
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement and the other Loan Documents as are delegated to
such  Agent by the terms  hereof  and  thereof,  together  with such  powers and
discretion as are reasonably incidental thereto. As to any matters not expressly
provided for by the Loan Documents (including,  without limitation,  enforcement
or  collection  of the  Notes),  no Agent  shall be  required  to  exercise  any
discretion  or take any action,  but shall be required to act or to refrain from
acting (and shall be fully  protected  in so acting or  refraining  from acting)
upon the instructions of the Required Lenders,  and such  instructions  shall be
binding upon all Lenders and all holders of Notes;  provided,  however,  that no
Agent shall be required to take any action that  exposes  such Agent to personal
liability or that is contrary to this  Agreement or  applicable  law. Each Agent
agrees to give to each Lender Party prompt  notice of each notice given to it by
the Borrower pursuant to the terms of this Agreement.

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         SECTION 8.02. Agents' Reliance, Etc. Neither any Agent nor any of their
respective  directors,  officers,  agents or  employees  shall be liable for any
action  taken or omitted to be taken by it or them under or in  connection  with
the Loan  Documents,  except  for its or their own gross  negligence  or willful
misconduct.  Without limitation of the generality of the foregoing,  each Agent:
(a) may treat the payee of any Note as the holder thereof until,  in the case of
the  Administrative  Agent,  the  Administrative  Agent  receives and accepts an
Assignment and Acceptance  entered into by the Lender Party that is the payee of
such Note, as assignor,  and an Eligible Assignee, as assignee,  or, in the case
of any other Agent, such Agent has received notice from the Administrative Agent
that it has received and accepted such Assignment and  Acceptance,  in each case
as  provided in Section  9.07;  (b) may consult  with legal  counsel  (including
counsel for any Loan Party),  independent  public  accountants and other experts
selected  by it and shall not be liable  for any  action  taken or omitted to be
taken  in good  faith  by it in  accordance  with the  advice  of such  counsel,
accountants or experts;  (c) makes no warranty or  representation  to any Lender
Party and shall  not be  responsible  to any  Lender  Party for any  statements,
warranties or representations (whether written or oral) made in or in connection
with the Loan Documents;  (d) shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or conditions
of any Loan  Document on the part of any Loan Party or to inspect  the  property
(including  the  books  and  records)  of  any  Loan  Party;  (e)  shall  not be
responsible  to any  Lender  Party for the due  execution,  legality,  validity,
enforceability,  genuineness,  sufficiency  or value  of, or the  perfection  or
priority of any lien or security  interest  created or  purported  to be created
under or in  connection  with,  any Loan  Document  or any other  instrument  or
document furnished  pursuant thereto;  and (f) shall incur no liability under or
in respect of any Loan Document by acting upon any notice, consent,  certificate
or other  instrument or writing (which may be by telegram or telecopy)  believed
by it to be genuine and signed or sent by the proper party or parties.

         SECTION 8.03. The  Administrative  Agent, the Syndication Agent and the
Documentation  Agent  and  Their  Respective  Affiliates.  With  respect  to its
Commitments,  the Advances made by it and the Notes issued to it and any Letters
of  Credit  issued  by it,  Morgan  Stanley,  The  Bank of New  York and UBS AG,
Stamford  Branch shall have the same rights and powers under the Loan  Documents
as any  other  Lender  Party  and may  exercise  the same as  though  it (or its
affiliates)  were not an Agent;  and the term "Lender Party" or "Lender Parties"
shall, unless otherwise expressly indicated, include Morgan Stanley, The Bank of
New York,  UBS  Warburg  LLC and UBS AG,  Stamford  Branch  in their  respective
individual  capacity.  Morgan Stanley,  The Bank of New York and UBS Warburg LLC
and their respective  affiliates may accept deposits from, lend money to, act as
trustee under  indentures of, accept  investment  banking  engagements  from and
generally  engage  in any kind of  business  with,  any Loan  Party,  any of its
Subsidiaries  and any Person that may do business with or own  securities of any
Loan Party or any such  Subsidiary,  all as if Morgan  Stanley,  The Bank of New
York and UBS  Warburg  LLC were  not  Agents  and  without  any duty to  account
therefor to the Lenders.

         SECTION 8.04.  Lender Credit Decision.  Each Lender Party  acknowledges
that it has,  independently  and  without  reliance  upon any Agent or any other
Lender Party and based on the financial  statements  referred to in Section 4.01
and such other documents and information as it has deemed appropriate,  made its
own credit analysis and decision to enter into this Agreement. Each Lender Party
also  acknowledges  that it will,  independently  and without  reliance upon any
Agent or any other Lender Party and based on such  documents and  information as
it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under this Agreement.

         SECTION 8.05.  Indemnification.  (a) Each Lender Party severally agrees
to indemnify each Agent (to the extent not promptly  reimbursed by the Borrower)
from and against  such Lender  Party's  ratable  share  (determined  as provided
below) of any and all  liabilities,  obligations,  losses,  damages,  penalties,
actions,  judgments,  suits,  costs,  expenses or  disbursements  of any kind or
nature  whatsoever that may be imposed on, incurred by, or asserted against such
Agent in any way relating to or arising out of the Loan  Documents or any action
taken or omitted  by such  Agent  under the Loan  Documents  (collectively,  the
"INDEMNIFIED  COSTS");  provided,  however, that no Lender Party shall be

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liable  for any  portion  of such  liabilities,  obligations,  losses,  damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from such Agent's gross  negligence  or willful  misconduct as found in a final,
non-appealable judgment by a court of competent jurisdiction. Without limitation
of the foregoing, each Lender Party agrees to reimburse each Agent promptly upon
demand  for its  ratable  share of any costs and  expenses  (including,  without
limitation,  fees and expenses of counsel) payable by the Borrower under Section
9.04,  to the extent that such Agent is not promptly  reimbursed  for such costs
and expenses by the Borrower.  In the case of any  investigation,  litigation or
proceeding  giving rise to any  Indemnified  Costs,  this  Section  8.05 applies
whether  any such  investigation,  litigation  or  proceeding  is brought by any
Lender Party or any other Person.

         (b) Each Lender Party  severally  agrees to indemnify  the Issuing Bank
(to the extent not promptly  reimbursed by the  Borrower)  from and against such
Lender  Party's  ratable  share  (determined  as provided  below) of any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or disbursements  of any kind or nature  whatsoever that may be
imposed  on,  incurred  by, or  asserted  against  the  Issuing  Bank in any way
relating to or arising out of the Loan  Documents or any action taken or omitted
by the Issuing Bank under the Loan Documents;  provided, however, that no Lender
Party shall be liable for any portion of such liabilities,  obligations, losses,
damages, penalties,  actions, judgments, suits, costs, expenses or disbursements
resulting  from the Issuing  Bank's gross  negligence  or willful  misconduct as
found in a final,  non-appealable judgment by a court of competent jurisdiction.
Without  limitation of the foregoing,  each Lender Party agrees to reimburse the
Issuing  Bank  promptly  upon  demand  for its  ratable  share of any  costs and
expenses (including,  without limitation,  fees and expenses of counsel) payable
by the Borrower  under  Section 8.04, to the extent that the Issuing Bank is not
promptly reimbursed for such costs and expenses by the Borrower.

         (c) For purposes of this Section 8.05, the Lender  Parties'  respective
ratable shares of any amount shall be determined,  at any time, according to the
sum of (i) the aggregate  principal  amount of the Advances  outstanding at such
time and owing to the respective Lender Parties,  (ii) their respective Pro Rata
Shares of the aggregate Available Amount of all Letters of Credit outstanding at
such time, and (iii) their respective  Unused  Revolving  Credit  Commitments at
such time;  provided  that the  aggregate  principal  amount of Letter of Credit
Advances owing to the Issuing Bank shall be considered to be owed to the Lenders
ratably in accordance with their respective  Revolving Credit  Commitments.  The
failure of any Lender Party to reimburse  any Agent or the Issuing  Bank, as the
case may be,  promptly upon demand for its ratable share of any amount  required
to be paid by the Lender  Parties to such Agent or the Issuing Bank, as the case
may be, as  provided  herein  shall not relieve  any other  Lender  Party of its
obligation  hereunder to reimburse  such Agent or the Issuing  Bank, as the case
may be, for its  ratable  share of such  amount,  but no Lender  Party  shall be
responsible for the failure of any other Lender Party to reimburse such Agent or
the Issuing  Bank,  as the case may be, for such other  Lender  Party's  ratable
share of such amount.  Without  prejudice to the survival of any other agreement
of any Lender Party  hereunder,  the  agreement and  obligations  of each Lender
Party  contained  in this  Section  8.05 shall  survive  the  payment in full of
principal,  interest and all other amounts payable hereunder and under the other
Loan Documents.

         SECTION 8.06.  Successor  Agents.  Any Agent may resign as to either or
both of the  Facilities  at any time by giving  written  notice  thereof  to the
Lender Parties and the Borrower and may be removed as to both  Facilities at any
time with or without cause by the Required Lenders. Upon any such resignation or
removal,  the Required Lenders shall have the right to appoint a successor Agent
as to such of the  Facilities  as to  which  such  Agent  has  resigned  or been
removed.  If no  successor  Agent shall have been so  appointed  by the Required
Lenders,  and shall have  accepted  such  appointment,  within 30 days after the
retiring  Agent's  giving of  notice of  resignation  or the  Required  Lenders'
removal of the retiring  Agent,  then the  retiring  Agent may, on behalf of the
Lender Parties, appoint a successor Agent as to either of the Facilities,  which
shall be a commercial  bank organized  under the laws of the United States or of
any  State  thereof  and  having a  combined  capital  and  surplus  of at least
$250,000,000.  Upon the acceptance of any  appointment  as Agent  hereunder by a
successor Agent as to both Facilities and, in the

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case of a successor Collateral Agent, upon the execution and filing or recording
of such financing statements,  or amendments thereto, and such other instruments
or notices,  as may be necessary or  desirable,  or as the Required  Lenders may
request,  in order to continue the  perfection of the Liens granted or purported
to be granted by the Collateral Documents, such successor Agent shall succeed to
and become vested with all the rights, powers, discretion, privileges and duties
of the retiring  Agent,  and the  retiring  Agent shall be  discharged  from its
duties and  obligations  under the Loan  Documents.  Upon the  acceptance of any
appointment  as  Agent  hereunder  by a  successor  Agent  as to  either  of the
Facilities and, in the case of a successor  Collateral Agent, upon the execution
and filing or recording of such financing statements, or amendments thereto, and
such other  instruments  or notices,  as may be necessary or desirable or as the
Required  Lenders may request,  in order to continue the perfection of the Liens
granted or purported to be granted by the Collateral  Documents,  such Successor
Agent  shall  succeed  to  and  become  vested  with  all  the  rights,  powers,
discretion,  privileges  and duties of the retiring  Agent as to such  Facility,
other than with  respect to funds  transfers  and other  similar  aspects of the
administration  of  Borrowings  under such  Facilities,  issuances of Letters of
Credit  (notwithstanding  any resignation as Agent with respect to the Letter of
Credit Facility) and payments by the Borrower in respect of such Facilities, and
the  retiring  Administrative  Agent  shall be  discharged  from its  duties and
obligations  under this Agreement as to such Facility,  other than as aforesaid.
If  within  45 days  after  written  notice  is  given of the  retiring  Agent's
resignation  or removal  under this Section  8.06 no successor  Agent shall have
been appointed and shall have accepted such  appointment,  then on such 45th day
(a) the retiring Agent's resignation or removal shall become effective,  (b) the
retiring  Agent shall  thereupon be discharged  from its duties and  obligations
under the Loan Documents and (c) the Required Lenders shall  thereafter  perform
all duties of the retiring  Agent under the Loan  Documents  until such time, if
any, as the Required Lenders appoint a successor Agent as provided above.  After
any retiring Agent's  resignation or removal  hereunder as Agent as to either or
both Facilities shall have become effective, the provisions of this Article VIII
shall inure to its benefit as to any actions  taken or omitted to be taken by it
while it was Agent as to such Facilities under this Agreement.

         SECTION 8.07. Other Agents.  Each Lender Party hereby acknowledges that
neither the  Documentation  Agent,  Syndication Agent nor any other Lender Party
designated as any "Agent" on the signature pages hereof has any responsibilities
or  liability  hereunder  other  than in its  capacity  as a Lender,  the titles
Documentation Agent and Syndication Agent being purely honorary in nature.

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.01. Amendments,  Etc. No amendment or waiver of any provision
of this  Agreement or the Notes or any other Loan  Document,  nor consent to any
departure by any Loan Party  therefrom,  shall in any event be effective  unless
the same  shall be in  writing  and signed  (or,  in the case of the  Collateral
Documents,  consented  to) by the  Required  Lenders,  and then  such  waiver or
consent  shall be effective  only in the specific  instance and for the specific
purpose for which given;  provided,  however,  that (a) no amendment,  waiver or
consent shall,  unless in writing and signed by all of the Lender Parties (other
than any Lender Party that is, at such time, a Defaulting Lender), do any of the
following at any time: (i) waive any of the conditions specified in Section 3.01
or, in the case of the Initial  Extension of Credit,  Section 3.02,  (ii) change
the number of Lender Parties or the percentage of (x) the  Commitments,  (y) the
aggregate unpaid principal amount of the Advances or (z) the aggregate Available
Amount of  outstanding  Letters of Credit that, in each case,  shall be required
for the Lender Parties or any of them to take any action hereunder, (iii) reduce
or limit the  obligations of all or  substantially  all of the Guarantors  under
Section 7.01 or release such  Guarantors  or  otherwise  limit such  Guarantors'
liability with respect to the  Obligations  owing to the Agents and the Lenders,
(iv) release all or  substantially  all of the Collateral in any  transaction or
series of related transactions or permit the creation, incurrence, assumption or
existence  of any  Lien on all or  substantially  all of the  Collateral  in any
transaction or series of related  transactions to secure any  Obligations  other
than  Obligations  owing to the Secured  Parties under the Loan

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Documents,  (v) amend  Section  2.13 or this  Section  9.01,  or (vi)  limit the
liability  of any  Loan  Party  under  any  of the  Loan  Documents  and  (b) no
amendment, waiver or consent shall, unless in writing and signed by the Required
Lenders  and  each  Lender  (other  than any  Lender  that  is,  at such  time a
Defaulting  Lender) that has a Commitment under the Revolving Credit Facility if
such  Lender is  directly  affected by such  amendment,  waiver or consent,  (i)
increase  the  commitments  of such  Lender,  (ii) reduce the  principal  of, or
interest on, the Notes held by such Lender or any fees or other amounts  payable
hereunder  to such  Lender,  (iii)  postpone  any date fixed for any  payment of
principal of, or interest on, the Notes held by such Lender  pursuant to Section
2.03 or 2.07 or any fees or other amounts payable  hereunder to such Lender,  or
(iv) change the order of application of any prepayment set forth in Section 2.06
in any manner that  materially  affects  such Lender;  provided  further that no
amendment,  waiver or consent shall, unless in writing and signed by the Issuing
Bank, in addition to the Lenders required above to take such action,  affect the
rights or  obligations  of the Issuing Bank under this  Agreement;  and provided
further that no amendment, waiver or consent shall, unless in writing and signed
by an Agent in  addition  to the  Lender  Parties  required  above to take  such
action,  affect the rights or duties of such Agent under this  Agreement  or the
other Loan Documents.

         SECTION  9.02.  Notices,  Etc.  All  notices  and other  communications
provided for hereunder  shall be in writing  (including  telegraphic or telecopy
communication)  and mailed,  telegraphed,  telecopied  or  delivered,  if to the
Borrower,  at its  address  at 5700  Wilshire  Blvd.,  Suite 325,  Los  Angeles,
California, 90036, Attention: Peter Knepper, with a copy to Ned Goldstein at the
same address and a copy to Duncan  McCurrach  at Sullivan & Cromwell,  125 Broad
Street,  New York, New York 10004;  if to any Initial Lender or Initial  Issuing
Bank, at its Domestic Lending Office  specified  opposite its name on Schedule I
hereto;  if to any other Lender Party, at its Domestic  Lending Office specified
in the Assignment and Acceptance pursuant to which it became a Lender Party; and
if to the Administrative  Agent, at its address at 1585 Broadway,  New York, New
York 10036, Attention: James Morgan or, as to the Borrower or the Administrative
Agent,  at such other  address as shall be designated by such party in a written
notice to the other  parties and, as to each other party,  at such other address
as shall be designated by such party in a written notice to the Borrower and the
Administrative  Agent.  All such notices and other  communications  shall,  when
mailed,  telegraphed  or  telecopied,  be effective when deposited in the mails,
delivered to the telegraph  company or transmitted by telecopier,  respectively,
except that notices and  communications to any Agent pursuant to Article II, III
or VII  shall  not be  effective  until  received  by such  Agent.  Delivery  by
telecopier  of an  executed  counterpart  of  any  amendment  or  waiver  of any
provision of this  Agreement or any Note or of any Exhibit hereto to be executed
and delivered  hereunder shall be effective as delivery of an original  executed
counterpart thereof.

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

         SECTION  9.04.  Costs and Expenses.  (a) The Borrower  agrees to pay on
demand  (i) all  costs  and  expenses  of the  Agents  in  connection  with  the
preparation, execution, delivery, administration,  modification and amendment of
the  Loan  Documents  (including,  without  limitation,  (A) all due  diligence,
collateral   review,   syndication,   transportation,   computer,   duplication,
appraisal, audit, insurance,  consultant,  search, filing and recording fees and
expenses and (B) the  reasonable  fees and expenses of one external  counsel for
the Agents with respect thereto, with respect to advising the Agents as to their
rights and  responsibilities,  or the perfection,  protection or preservation of
rights or interests, under the Loan Documents, with respect to negotiations with
any  Loan  Party  or  with  other  creditors  of any  Loan  Party  or any of its
Subsidiaries  arising out of any Default or any events or circumstances that may
give rise to a Default and with  respect to  presenting  claims in or  otherwise
participating  in or  monitoring  any  bankruptcy,  insolvency  or other similar
proceeding  involving  creditors' rights generally and any proceeding  ancillary
thereto)  and (ii) all costs and expenses of the Agents and each Lender Party in

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connection with the  enforcement of the Loan  Documents,  whether in any action,
suit or litigation,  or any bankruptcy,  insolvency or other similar  proceeding
affecting  creditors'  rights  generally  (including,  without  limitation,  the
reasonable  fees and expenses of counsel for the  Administrative  Agent and each
Lender Party with respect thereto).

         (b) The Borrower agrees to indemnify, defend and save and hold harmless
each Agent,  each Lender Party and each of their Affiliates and their respective
officers,  directors,  employees,  agents and advisors  (each,  an  "INDEMNIFIED
PARTY") from and against, and shall pay on demand, any and all claims,  damages,
losses, liabilities and expenses (including, without limitation, reasonable fees
and expenses of counsel) that may be incurred by or asserted or awarded  against
any  Indemnified  Party, in each case arising out of or in connection with or by
reason of (including,  without limitation, in connection with any investigation,
litigation or proceeding or  preparation  of a defense in connection  therewith)
(i) the  Facilities,  the actual or proposed use of the proceeds of the Advances
or the  Letters  of  Credit,  the  Loan  Documents  or  any of the  transactions
contemplated  thereby  or (ii) the  actual  or  alleged  presence  of  Hazardous
Materials  in  violation  of any  Environmental  Law on any property of any Loan
Party or any Restricted  Subsidiary or any Environmental  Action relating in any
way to any Loan Party or any  Restricted  Subsidiary,  except to the extent such
claim, damage,  loss,  liability or expense is found in a final,  non-appealable
judgment by a court of competent  jurisdiction  to have  resulted from the gross
negligence or willful  misconduct of such Indemnified  Party or such Indemnified
Party's officers,  directors,  employees,  agents or advisors. In the case of an
investigation,  litigation  or other  proceeding  to which the indemnity in this
Section 9.04(b) applies,  such indemnity shall be effective  whether or not such
investigation,  litigation  or  proceeding  is  brought by any Loan  Party,  its
directors, shareholders or creditors or an Indemnified Party, whether or not any
Indemnified  Party  is  otherwise  a  party  thereto  and  whether  or  not  the
Transaction is consummated.

         (c) If any payment of principal  of, or Conversion  of, any  Eurodollar
Rate  Advance is made by the  Borrower to or for the  account of a Lender  Party
other than on the last day of the Interest Period for such Advance,  as a result
of a payment or  Conversion  pursuant to Section  2.06,  2.09(b)(i)  or 2.10(d),
acceleration  of the  maturity of any Notes  pursuant to Section 6.01 or for any
other reason,  or by an Eligible Assignee to a Lender other than on the last day
of the  Interest  Period  for such  Advance  upon an  assignment  of rights  and
obligations  under this  Agreement  pursuant  to  Section  9.07 as a result of a
demand by the  Borrower  pursuant to Section  9.07(a) or during the  syndication
period  referred to in Section  2.02(b),  or if the  Borrower  fails to make any
payment or prepayment  of an Advance for which a notice of  prepayment  has been
given or that is  otherwise  required  to be made,  whether  pursuant to Section
2.04, 2.06 or 6.01 or otherwise,  the Borrower shall, upon demand by such Lender
Party  (with a copy of such  demand  to the  Administrative  Agent),  pay to the
Administrative  Agent for the account of such Lender Party any amounts  required
to compensate  such Lender Party for any  additional  losses,  costs or expenses
that it may  reasonably  incur as a result of such payment or Conversion or such
failure to pay or prepay, as the case may be, including, without limitation, any
loss (excluding loss of anticipated profits), cost or expense incurred by reason
of the  liquidation or  reemployment  of deposits or other funds acquired by any
Lender Party to fund or maintain such Advance.

         (d) If any Loan  Party  fails to pay when due any  costs,  expenses  or
other  amounts  payable  by it  under  any  Loan  Document,  including,  without
limitation,  fees and  expenses of counsel and  indemnities,  such amount may be
paid on behalf  of such Loan  Party by the  Administrative  Agent or any  Lender
Party, in its sole discretion.

         (e) Without  prejudice  to the  survival of any other  agreement of any
Loan  Party  hereunder  or under any other Loan  Document,  the  agreements  and
obligations of the Borrower contained in Sections 2.10 and 2.12 and this Section
9.04 shall  survive the  payment in full of  principal,  interest  and all other
amounts payable hereunder and under any of the other Loan Documents.

                                       73

<PAGE>


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

         SECTION 9.06.  Binding Effect.  This Agreement  shall become  effective
when it  shall  have  been  executed  by the  Borrower  and each  Agent  and the
Administrative  Agent shall have been  notified by each Initial  Lender and each
Initial  Issuing Bank that such Initial Lender and such Initial Issuing Bank has
executed it and thereafter shall be binding upon and inure to the benefit of the
Borrower,  each Agent and each Lender Party and their respective  successors and
assigns,  except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the Lender
Parties.

         SECTION 9.07. Assignments and Participations. (a) Each Lender Party may
assign  (and,  if demanded by the  Borrower  (following  a demand by such Lender
pursuant to Section  2.10 or  following  the  incurrence  by the Borrower of any
liability  under  Section  2.12 with  respect  to such  Lender)  upon at least 5
Business Days' notice to such Lender and the Agent,  will assign) to one or more
Eligible  Assignees  all or a portion of its rights and  obligations  under this
Agreement (including,  without limitation, all or a portion of its Commitment or
Commitments,  the  Advances  owing  to it and  any  Note or  Notes  held by it);
provided,  however, that (i) each such assignment shall be of a uniform, and not
a varying,  percentage  of all rights  and  obligations  under and in respect of
either or both Facilities,  provided,  however,  that nothing in this clause (i)
shall  prevent a Lender Party from  assigning an interest in either  Facility if
such Lender Party has an interest in both Facilities, (ii) except in the case of
an  assignment to a Person that,  immediately  prior to such  assignment,  was a
Lender Party or an Affiliate  of any Lender Party or an  assignment  of all of a
Lender Party's rights and obligations under this Agreement, the aggregate amount
of the  Commitments  being assigned to such Eligible  Assignee  pursuant to such
assignment  (determined as of the date of the  Assignment  and  Acceptance  with
respect to such assignment) shall in no event be less than $1,000,000 under each
Facility for which a Commitment is being  assigned,  (iii) each such  assignment
shall be to an Eligible Assignee,  (iv) each such assignment made as a result of
a demand by the Borrower  pursuant to this Section  9.07(a) shall be arranged by
the Borrower after consultation with the Agent and shall be either an assignment
of all  of the  rights  and  obligations  of the  assigning  Lender  under  this
Agreement  or an  assignment  of a portion of such rights and  obligations  made
concurrently  with  another  such  assignment  or other  such  assignments  that
together cover all of the rights and  obligations of the assigning  Lender under
this Agreement,  (v) no Lender shall be obligated to make any such assignment as
a result of demand by the Borrower  pursuant to this Section  9.07(a) unless and
until such  Lender  shall have  received  one or more  payments  from either the
Borrower or one or more Eligible Assignees in an aggregate amount at least equal
to the  aggregate  outstanding  principal  amount of the Advances  owing to such
Lender,  together with accrued  interest  thereon to the date of payment of such
principal  amount  and all other  amounts  payable  to such  Lender  under  this
Agreement and (vi) the parties to each such assignment shall execute and deliver
to the  Administrative  Agent, for its acceptance and recording in the Register,
an Assignment and Acceptance, together with any Note or Notes.

                                       74

<PAGE>


         (b) Upon such execution,  delivery,  acceptance and recording, from and
after the effective date specified in such  Assignment and  Acceptance,  (i) the
assignee  thereunder  shall be a party hereto and, to the extent that rights and
obligations  hereunder have been assigned to it pursuant to such  Assignment and
Acceptance, have the rights and obligations of a Lender Party hereunder and (ii)
the Lender  Party  assignor  thereunder  shall,  to the extent  that  rights and
obligations  hereunder have been assigned by it pursuant to such  Assignment and
Acceptance,  relinquish  its rights (other than its rights under  Sections 2.10,
2.12 and 9.04 to the extent  any claim  thereunder  relates to an event  arising
prior to such  assignment)  and be  released  from its  obligations  under  this
Agreement (and, in the case of an Assignment and Acceptance  covering all of the
remaining  portion of an assigning  Lender Party's rights and obligations  under
this Agreement, such Lender Party shall cease to be a party hereto).

         (c) By executing  and  delivering an Assignment  and  Acceptance,  each
Lender Party  assignor  thereunder and each assignee  thereunder  confirm to and
agree with each other and the other parties  thereto and hereto as follows:  (i)
other than as provided in such Assignment and Acceptance,  such assigning Lender
Party makes no  representation  or warranty and assumes no  responsibility  with
respect  to  any  statements,  warranties  or  representations  made  in  or  in
connection  with  any  Loan  Document  or  the  execution,  legality,  validity,
enforceability,  genuineness,  sufficiency  or value  of, or the  perfection  or
priority of any lien or security  interest  created or  purported  to be created
under or in  connection  with,  any Loan  Document  or any other  instrument  or
document furnished  pursuant thereto;  (ii) such assigning Lender Party makes no
representation  or warranty  and assumes no  responsibility  with respect to the
financial  condition of any Loan Party or the  performance  or observance by any
Loan  Party of any of its  obligations  under  any Loan  Document  or any  other
instrument or document furnished pursuant thereto;  (iii) such assignee confirms
that it has  received  a copy of this  Agreement,  together  with  copies of the
financial  statements  referred to in Section 4.01 and such other  documents and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision to enter into such Assignment and Acceptance;  (iv) such assignee will,
independently  and without reliance upon any Agent,  such assigning Lender Party
or any other  Lender Party and based on such  documents  and  information  as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under this  Agreement;  (v) such  assignee  confirms
that it is an Eligible Assignee; (vi) such assignee appoints and authorizes each
Agent to take such action as agent on its behalf and to exercise such powers and
discretion  under the Loan Documents as are delegated to such Agent by the terms
hereof and thereof,  together with such powers and  discretion as are reasonably
incidental  thereto;  and (vii) such  assignee  agrees  that it will  perform in
accordance  with their  terms all of the  obligations  that by the terms of this
Agreement are required to be performed by it as a Lender Party.

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

         (e) Upon its receipt of an  Assignment  and  Acceptance  executed by an
assigning  Lender Party and an assignee,  together with any Note subject to such
assignment,  the  Administrative  Agent shall, if such Assignment and Acceptance
has been  completed and is in  substantially  the form of Exhibit C hereto,  (i)
accept such  Assignment and Acceptance,  (ii) record the  information  contained
therein in the Register and (iii) give prompt notice thereof to the Borrower and
each other Agent. If an assignee  requests,  the Borrower shall promptly execute
and deliver to the  Administrative  Agent in accordance with Section 2.16 a Note
to the order of such  assignee in an amount equal to the  Commitment  assumed by
such

                                       75

<PAGE>


assignee under each Facility  pursuant to such Assignment and Acceptance and, if
any assigning Lender has retained a Commitment hereunder under such Facility and
if such  assigning  Lender  requests,  a new Note to the order of such assigning
Lender in an amount equal to the Commitment  retained by it hereunder.  Such new
Note shall be dated the effective  date of such  Assignment  and  Acceptance and
shall otherwise be in substantially the form of Exhibit A hereto.

         (f) Each  Issuing  Bank may assign to an Eligible  Assignee  all of its
rights  and  obligations  under  the  undrawn  portion  of its  Letter of Credit
Commitment at any time; provided,  however,  that (i) each such assignment shall
be to an Eligible  Assignee and (ii) the parties to each such  assignment  shall
execute  and  deliver  to the  Administrative  Agent,  for  its  acceptance  and
recording in the Register, an Assignment and Acceptance.

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

         (h) Any  Lender  Party  may,  in  connection  with  any  assignment  or
participation or proposed  assignment or participation  pursuant to this Section
9.07,   disclose  to  the  assignee  or  participant  or  proposed  assignee  or
participant  any information  relating to the Borrower  furnished to such Lender
Party by or on behalf of the Borrower;  provided,  however,  that,  prior to any
such disclosure, the assignee or participant or proposed assignee or participant
shall agree to preserve  the  confidentiality  of any  Confidential  Information
received by it from such Lender Party in accordance with Section 9.09.

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

         SECTION 9.08. Execution in Counterparts. This Agreement may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken  together shall  constitute  one and the same  agreement.
Delivery of an executed  counterpart  of a signature  page to this  Agreement by
telecopier shall be effective as delivery of an original executed counterpart of
this Agreement.

         SECTION 9.09.  Confidentiality.  Neither any Agent nor any Lender Party
shall disclose any Confidential Information to any Person without the consent of
the  Borrower,  other than (a) to such Agent's or such Lender's  Affiliates  and
their  officers,  directors,  employees,  agents and  advisors  and to actual or
prospective Eligible Assignees and participants, and then only on a confidential
basis, (b) as required by any law, rule or regulation or judicial  process,  (c)
as requested or required by any state,  Federal or foreign authority or examiner
regulating  such Lender Party and (d) to any rating  agency when

                                       76

<PAGE>


required by it, provided that, prior to any such disclosure,  such rating agency
shall undertake to preserve the confidentiality of any Confidential  Information
relating to the Loan Parties received by it from such Lender Party substantially
in accordance with this Section 9.09.

         SECTION 9.10. No Liability of the Issuing  Bank.  The Borrower  assumes
all risks of the acts or  omissions  of any  beneficiary  or  transferee  of any
Letter of Credit with  respect to its use of such Letter of Credit.  Neither the
Issuing Bank nor any of its officers or directors shall be liable or responsible
for:  (a) the use  that  may be made of any  Letter  of  Credit  or any  acts or
omissions of any  beneficiary  or transferee in  connection  therewith;  (b) the
validity,  sufficiency  or  genuineness  of  documents,  or of  any  endorsement
thereon,  even if  such  documents  should  prove  to be in any or all  respects
invalid,  insufficient,  fraudulent  or forged;  (c) payment by the Issuing Bank
against  presentation of documents that do not comply with the terms of a Letter
of Credit,  including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances  whatsoever in
making or failing to make  payment  under any Letter of Credit,  except that the
Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall
be liable to the Borrower,  to the extent of any direct,  but not consequential,
damages suffered by the Borrower that the Borrower proves were caused by (i) the
Issuing Bank's willful  misconduct or gross negligence as determined in a final,
non-appealable  judgment by a court of  competent  jurisdiction  in  determining
whether documents  presented under any Letter of Credit comply with the terms of
the Letter of Credit or (ii) the Issuing Bank's  willful  failure to make lawful
payment  under a Letter of Credit  after the  presentation  to it of a draft and
certificates  strictly  complying with the terms and conditions of the Letter of
Credit. In furtherance and not in limitation of the foregoing,  the Issuing Bank
may  accept  documents  that  appear  on  their  face  to be in  order,  without
responsibility   for  further   investigation,   regardless  of  any  notice  or
information to the contrary.

         SECTION 9.11.  Release of Collateral Upon the sale, lease,  transfer or
other  disposition  of any  item of  Collateral  of any Loan  Party  (including,
without limitation, as a result of the sale, in accordance with the terms of the
Loan Documents,  of the Loan Party that owns such Collateral) in accordance with
the  terms  of  the  Loan  Documents,  the  Administrative  Agent  will,  at the
Borrower's  expense,  execute and deliver to such Loan Party such  documents  as
such Loan Party may  reasonably  request to evidence the release of such item of
Collateral  from  the  assignment  and  security   interest  granted  under  the
Collateral Documents in accordance with the terms of the Loan Documents.

         SECTION 9.12. Jurisdiction,  Etc. (a) Each of the parties hereto hereby
irrevocably and  unconditionally  submits,  for itself and its property,  to the
nonexclusive  jurisdiction  of any New York State court or Federal  court of the
United States of America  sitting in New York City, and any appellate court from
any  thereof,  in any action or  proceeding  arising  out of or relating to this
Agreement  or any of the other  Loan  Documents  to which it is a party,  or for
recognition  or  enforcement  of any  judgment,  and each of the parties  hereto
hereby irrevocably and unconditionally  agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York State
court or, to the fullest extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive  and may be enforced in other  jurisdictions  by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall
affect  any  right  that any  party may  otherwise  have to bring any  action or
proceeding  relating to this Agreement or any of the other Loan Documents in the
courts of any jurisdiction.

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

                                       77

<PAGE>


         SECTION  9.13.  Governing  Law.  This  Agreement and the Notes shall be
governed by, and  construed  in  accordance  with,  the laws of the State of New
York.

         SECTION 9.14.  Waiver of Jury Trial.  Each of the Borrower,  the Agents
and the  Lender  Parties  irrevocably  waives  all right to trial by jury in any
action,   proceeding  or  counterclaim  (whether  based  on  contract,  tort  or
otherwise)  arising  out  of or  relating  to any of  the  Loan  Documents,  the
Advances,  the Letters of Credit or the actions of any Agent or any Lender Party
in the negotiation, administration, performance or enforcement thereof.


                                       78

<PAGE>


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


                                           KEY3MEDIA GROUP, INC.


                                           By
                                             ----------------------------------
                                              Name:
                                              Title:


<PAGE>


                                           KEY3MEDIA EVENTS, INC.,
                                           as Guarantor


                                           By
                                             ----------------------------------
                                              Name:
                                              Title:


<PAGE>


                                           MORGAN STANLEY SENIOR
                                              FUNDING, INC.,
                                               as Administrative Agent


                                           By
                                             ----------------------------------
                                              Name:
                                              Title:


<PAGE>


                                           MORGAN STANLEY & CO.
                                              INCORPORATED,
                                               as Collateral Agent


                                           By
                                             ----------------------------------
                                              Name:
                                              Title:


<PAGE>


                                           THE BANK OF NEW YORK,
                                                as Syndication Agent


                                           By
                                             ----------------------------------
                                              Name:
                                              Title:


<PAGE>


                                           UBS WARBURG LLC,
                                                as Documentation Agent


                                           By
                                             ----------------------------------
                                              Name:
                                              Title:


<PAGE>


INITIAL LENDERS


                                           MORGAN STANLEY SENIOR
                                               FUNDING, INC.


                                           By
                                             ----------------------------------
                                              Name:
                                              Title:


<PAGE>


                                           THE BANK OF NEW YORK


                                           By
                                             ----------------------------------
                                              Name:
                                              Title:


<PAGE>


                                           UBS AG, STAMFORD BRANCH


                                           By
                                             ----------------------------------
                                              Name:
                                              Title:


<PAGE>


INITIAL ISSUING BANK


                                           MORGAN STANLEY SENIOR
                                               FUNDING, INC.


                                           By
                                             ----------------------------------
                                              Name:
                                              Title:


<PAGE>

                                   SCHEDULE I

                   COMMITMENTS AND APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                              REVOLVING                             DOMESTIC                  EURODOLLAR
                              CREDIT            LETTER OF CREDIT    LENDING                   LENDING
NAME OF INITIAL LENDER        COMMITMENT        COMMITMENT          OFFICE                    OFFICE
-------------------------------------------------------------------------------------------------------------------
<S>                           <C>               <C>                 <C>                       <C>
Morgan Stanley Senior         $78,750,000       $50,000,000         1585 Broadway             1585 Broadway
Funding, Inc.                                                       New York, NY 10036        New York, NY 10036
-------------------------------------------------------------------------------------------------------------------
The Bank of New York          $30,000,000
-------------------------------------------------------------------------------------------------------------------
UBS AG, Stamford Branch       $41,250,000                           677 Washington Blvd.      677 Washington Blvd.
                                                                    Stamford, CT  06901       Stamford, CT  06901
-------------------------------------------------------------------------------------------------------------------

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

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</TABLE>