<PAGE>


                                                                    Exhibit 10.1

                                                                  Execution Copy

                                CREDIT AGREEMENT

                                      AMONG

                           CBD MEDIA LLC, AS BORROWER;

                       CBD MEDIA HOLDINGS LLC, AS PARENT;

              THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO;

                                       AND

                          LEHMAN COMMERCIAL PAPER INC.,
                             AS ADMINISTRATIVE AGENT
                                 FOR THE LENDERS

                                      With

                              LEHMAN BROTHERS INC.,
                  As Joint-Lead Arranger and Joint-Book Runner,

                         BANC OF AMERICA SECURITIES LLC,
                  As Joint-Lead Arranger and Joint-Book Runner,

                             BANK OF AMERICA, N.A.,
                              As Syndication Agent

                                       AND

                         TORONTO DOMINION (TEXAS), INC.,
                             As Documentation Agent

                            Dated as of June 13, 2003

<PAGE>


                                CREDIT AGREEMENT
                                      AMONG
                           CBD MEDIA LLC, AS BORROWER;
                       CBD MEDIA HOLDINGS LLC, AS PARENT;
           THE FINANCIAL INSTITUTIONS WHOSE NAMES APPEAR AS LENDERS ON
                           THE SIGNATURES HEREOF;
                                       AND
                          LEHMAN COMMERCIAL PAPER INC.,
                             AS ADMINISTRATIVE AGENT
                                 FOR THE LENDERS

                                      INDEX
                                      -----

                                                                            Page
                                                                            ----
ARTICLE 1   Definitions........................................................1
     Section 1.1     Defined Terms.............................................1
     Section 1.2     Other Definitional Provisions............................24
ARTICLE 2   Loans.............................................................24
     Section 2.1     The Loans................................................24
     Section 2.2     Manner of Borrowing and Disbursement.....................25
     Section 2.3     Interest.................................................28
     Section 2.4     Commitment Fee...........................................29
     Section 2.5     Optional Commitment Reductions...........................29
     Section 2.6     Optional Prepayments.....................................29
     Section 2.7     Repayments...............................................30
     Section 2.8     Mandatory Prepayments and Commitment Reductions..........31
     Section 2.9     Notes; Loan Accounts.....................................32
     Section 2.10    Manner of Payment........................................32
     Section 2.11    Reimbursement............................................34
     Section 2.12    Pro Rata Treatment.......................................34
     Section 2.13    Capital Adequacy.........................................35
     Section 2.14    Lender Tax Forms.........................................35
ARTICLE 3   Conditions Precedent..............................................36
     Section 3.1     Conditions Precedent to Initial Advance..................36
     Section 3.2     Conditions Precedent to Each Advance.....................41
ARTICLE 4   Representations and Warranties....................................42

                                        i

<PAGE>



     Section 4.1     Representations and Warranties...........................42
     Section 4.2     Survival of Representations and Warranties, etc..........52
ARTICLE 5   General Covenants.................................................52
     Section 5.1     Preservation of Existence and Similar Matters............52
     Section 5.2     Business; Compliance with Applicable Law.................53
     Section 5.3     Maintenance of Properties................................53
     Section 5.4     Accounting Methods and Financial Records.................53
     Section 5.5     Insurance................................................53
     Section 5.6     Payment of Taxes and Claims..............................54
     Section 5.7     Compliance with ERISA....................................54
     Section 5.8     Visits and Inspections...................................56
     Section 5.9     Payment of Indebtedness; Loans...........................56
     Section 5.10    Use of Proceeds..........................................56
     Section 5.11    Indemnity................................................56
     Section 5.12    Covenants Regarding Formation of Subsidiaries
                     and Acquisitions; Partnership, Subsidiaries..............57
     Section 5.13    Payment of Wages.........................................58
     Section 5.14    Further Assurances.......................................58
     Section 5.15    Interest Rate Hedging....................................59
     Section 5.16    Material Contracts.......................................60
     Section 5.17    Landlords' Agreements, Mortgagee Agreements,
                     Bailee Letters and Real Estate Purchases.................60
ARTICLE 6   Information Covenants.............................................61
     Section 6.1     Quarterly Financial Statements and Information...........61
     Section 6.2     Annual Financial Statements and Information..............61
     Section 6.3     Performance Certificates.................................62
     Section 6.4     Copies of Other Reports; Other Information...............62
     Section 6.5     Notice of Litigation and Other Matters...................63
ARTICLE 7   Negative Covenants................................................64
     Section 7.1     Indebtedness of the Parent, the Borrower and
                     its Subsidiaries.........................................64
     Section 7.2     Limitation on Liens......................................65
     Section 7.3     Amendment and Waiver.....................................66

                                       ii

<PAGE>


     Section 7.4     Liquidation, Merger or Disposition of Assets.............66
     Section 7.5     Limitation on Guaranties.................................66
     Section 7.6     Investments and Acquisitions.............................67
     Section 7.7     Restricted Payments......................................67
     Section 7.8     Maximum Leverage Ratios..................................68
     Section 7.9     Interest Coverage Ratio..................................69
     Section 7.10    Fixed Charge Coverage Ratio..............................70
     Section 7.11    [Intentionally Deleted]..................................70
     Section 7.12    [Intentionally Deleted]..................................70
     Section 7.13    Affiliate Transactions...................................70
     Section 7.14    Real Estate..............................................70
     Section 7.15    ERISA Liabilities........................................70
     Section 7.16    Limitation on Upstream Dividends by Subsidiaries.........70
     Section 7.17    Limitation on Capital Expenditures.......................71
     Section 7.18    Limitation on Optional Payments and
                     Modifications of Debt Instruments, etc...................71
     Section 7.19    Limitation on Changes in Fiscal Periods..................71
     Section 7.20    Limitation on Activities of Parent.......................71
     Section 7.21    Limitations of New Subsidiaries..........................72
ARTICLE 8   Default...........................................................72
     Section 8.1     Events of Default........................................72
     Section 8.2     Remedies.................................................75
     Section 8.3     Payments Subsequent to Declaration of Event of
                     Default..................................................77
ARTICLE 9   The Agents........................................................77
     Section 9.1     Appointment .............................................77
     Section 9.2     Delegation of Duties.....................................78
     Section 9.3     Exculpatory Provisions...................................78
     Section 9.4     Reliance of Agents ......................................78
     Section 9.5     Notice of Default........................................79
     Section 9.6     Non-Reliance on Agents and Other Lenders.................79
     Section 9.7     Indemnification..........................................79
     Section 9.8     Agent in Its Individual Capacity.........................80

                                      iii

<PAGE>

     Section 9.9     Successor Administrative Agent...........................80
     Section 9.10    Authorization to Release Liens and Guarantees............81
     Section 9.11    The Arrangers; the Syndication Agent; the
                     Documentation Agent .....................................81
ARTICLE 10  Change in Circumstances Affecting Advances........................81
     Section 10.1    LIBOR Basis Determination Inadequate or Unfair...........81
     Section 10.2    Illegality...............................................81
     Section 10.3    Increased Costs..........................................82
     Section 10.4    Effect On Other Advances.................................83
     Section 10.5    Claims for Increased Costs and Taxes.....................83
ARTICLE 11  Miscellaneous.....................................................84
     Section 11.1    Notices..................................................84
     Section 11.2    Expenses.................................................85
     Section 11.3    Waivers..................................................86
     Section 11.4    Adjustments; Set-Off.....................................86
     Section 11.5    Successors and Assigns...................................87
     Section 11.6    Accounting Principles....................................91
     Section 11.7    Counterparts.............................................91
     Section 11.8    Governing Law............................................91
     Section 11.9    Severability.............................................91
     Section 11.10   Interest.................................................91
     Section 11.11   Table of Contents and Headings...........................92
     Section 11.12   Amendment and Waiver.....................................92
     Section 11.13   Entire Agreement.........................................93
     Section 11.14   Other Relationships......................................93
     Section 11.15   Directly or Indirectly...................................93
     Section 11.16   Reliance on and Survival of Various Provisions...........93
     Section 11.17   Senior Debt..............................................93
     Section 11.18   Obligations Several......................................93
     Section 11.19   Confidentiality..........................................93
     Section 11.20   Delivery of Lender Addenda...............................94
ARTICLE 12  Waiver of Jury Trial..............................................94
     Section 12.1    Waiver of Jury Trial.....................................94

                                       iv

<PAGE>

                                    EXHIBITS

Exhibit A   -   Form of Assignment and Acceptance Agreement
Exhibit B   -   Form of Borrower Pledge Agreement
Exhibit C   -   Form of Borrower Security Agreement
Exhibit D   -   Form of Certificate of Financial Condition
Exhibit E   -   Form of Notice of Conversions, Continuations or Prepayments
Exhibit F   -   Form of Parent Guaranty
Exhibit G   -   Form of Parent Pledge Agreement
Exhibit H   -   Form of Parent Security Agreement
Exhibit I   -   Form of Performance Certificate
Exhibit J   -   Form of Request for Advance
Exhibit K   -   Form of Revolving Loan Note
Exhibit L   -   [Intentionally Deleted]
Exhibit M   -   Form of Subsidiary Guaranty
Exhibit N   -   Form of Subsidiary Pledge Agreement
Exhibit O   -   Form of Subsidiary Security Agreement
Exhibit P   -   Form of Lender Addendum
Exhibit Q   -   Form of Term Loan B Note
Exhibit R   -   Form of Consent to Assignment
Exhibit S   -   Form of Borrower Loan Certificate
Exhibit T   -   Form of Parent Loan Certificate
Exhibit U   -   Form of Subsidiary Loan Certificate

                                   SCHEDULES

Schedule 1  Liens
Schedule 2  Affiliate Transactions
Schedule 3  Indebtedness
Schedule 4  Trademarks, Patents, Copyrights
Schedule 5  [Intentionally Deleted]
Schedule 6  Corporate Information of the Parent, the Borrower
            and its Subsidiaries
Schedule 7  Real Estate
Schedule 8  Sources and Uses
Schedule 9  Subsidiaries

                                       v

<PAGE>

                                CREDIT AGREEMENT

     THIS CREDIT AGREEMENT is entered into as of this 13th day of June, 2003, by
and among CBD MEDIA HOLDINGS LLC, a Delaware limited liability company (the
"Parent"), CBD MEDIA LLC, a Delaware limited liability company (the "Borrower"),
THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES TO THIS AGREEMENT (the
"Lenders") and LEHMAN COMMERCIAL PAPER INC., as administrative agent (the
"Administrative Agent") for itself and on behalf of the Lenders,

                                   WITNESSETH:

     WHEREAS, the Parent and the Borrower have requested that the Lenders make
available to the Borrower certain credit facilities as more fully described
herein; and

     WHEREAS, the Lenders are willing to extend such financing to the Borrower
subject to the terms and conditions set forth herein;

     NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt, adequacy and sufficiency of which
are acknowledged by the parties hereto, it is hereby agreed as follows:

                                    ARTICLE 1
                                    ---------

                                   Definitions
                                   -----------

               Section 1.1  Defined Terms. For the purposes of this Agreement:

     "Acquisition" shall mean (whether by purchase, lease, exchange, issuance of
stock or other equity or debt securities, merger, reorganization or any other
method) (a) any acquisition by the Borrower or any Subsidiary of the Borrower of
any other Person, which Person shall then become consolidated with the Borrower
or any such Subsidiary in accordance with GAAP; or (b) any acquisition by the
Borrower or any Subsidiary of the Borrower of all or any substantial part of the
assets of any other Person.

     "Administrative Agent" shall mean Lehman Commercial Paper Inc., in its
capacity as Administrative Agent for the Lenders or any successor Administrative
Agent appointed pursuant to Section 9.9 hereof.

     "Administrative Agent's Office" shall mean the office of the Administrative
Agent located at 745 Seventh Avenue, New York, NY 10019, or such other office as
may be designated pursuant to the provisions of Section 11.1 hereof.

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

<PAGE>

     "Advance" shall mean amounts advanced by the Lenders to the Borrower
pursuant to Article 2 hereof on the occasion of any borrowing and having the
same Interest Rate Basis and Interest Period; and "Advances" shall mean more
than one Advance.

     "Affected Lender" shall have the definition set forth in Section 10.5
hereof.

     "Affiliate" shall mean, with respect to a Person, any other Person directly
or indirectly controlling, controlled by, or under common control with, such
first Person. As used in this definition, "control" (including, with its
correlative meanings, "controlled by" and "under common control with") shall
mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise).

     "Agents" shall mean the Administrative Agent, the Syndication Agent and the
Documentation Agent.

     "Agreement" shall mean this Credit Agreement, as amended, supplemented,
restated or otherwise modified from time to time.

     "Agreement Date" shall mean June 13, 2003.

     "Applegate" shall mean Applegate & Collatos, Inc., a Delaware corporation
which is an affiliate of Spectrum.

     "Applicable Law" shall mean, in respect of any Person, all provisions of
constitutions, statutes, rules, regulations and orders of governmental bodies or
regulatory agencies applicable to such Person, including, without limiting the
foregoing, zoning ordinances and all Environmental Laws, and all orders,
decisions, judgments and decrees of all courts and arbitrators in proceedings or
actions to which the Person in question is a party or by which it is bound.

     "Applicable Margin" shall mean the interest rate margin applicable to Base
Rate Advances and LIBOR Advances, as the case may be, in each case determined in
accordance with Section 2.3(f) hereof.

     "Arrangers" shall mean Lehman Brothers Inc. and Banc of America Securities
LLC.

     "Assignment and Acceptance Agreement" shall mean any Assignment and
Acceptance Agreement substantially in the form of Exhibit A attached hereto
pursuant to which any Lender, as further provided in Section 11.5 hereof, sells
a portion of its Revolving Loan Commitments and/or Loans.

     "Authorized Signatory" shall mean the chief financial officer, the chief
executive officer or the chief operating officer, if any, or any other senior
personnel reasonably acceptable to the Administrative Agent which signatory
shall be duly authorized and

                                       2

<PAGE>

designated in writing from time to time by such Person to execute documents,
agreements and instruments on behalf of such Person.

     "Available Revolving Loan Commitment" shall mean, as of any date, the
difference between (a) the Revolving Loan Commitment in effect on such date and
(b) the sum of the Revolving Loans then outstanding.

     "Base Rate" shall mean, for any day, a rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to the greatest of (a) the Prime Rate
in effect on such day and (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean the prime
lending rate as set forth on the British Banking Association Telerate Page 5 (or
such other comparable page as may, in the opinion of the Administrative Agent,
replace such page for the purpose of displaying such rate), as in effect from
time to time. Any change in the Base Rate due to a change in the Prime Rate
actually available or the Federal Funds Effective Rate shall be effective as of
the opening of business on the effective day of such change in the Prime Rate or
the Federal Funds Effective Rate, respectively. The Prime Rate is a reference
rate and does not necessarily represent the lowest or best rate actually
available.

     "Base Rate Advance" shall mean an Advance which the Borrower requests to be
made as a Base Rate Advance or is Converted to a Base Rate Advance, in
accordance with the provisions of Section 2.2 hereof, and which shall be in a
principal amount of at least $1,000,000, and in an integral multiple of
$250,000.

     "Base Rate Basis" shall mean a simple interest rate equal to the sum of (i)
the Base Rate and (ii) the Applicable Margin applicable to Base Rate Advances.
The Base Rate Basis shall be adjusted automatically as of the opening of
business on the effective date of each change in the Base Rate to account for
such change.

     "Berry Contract" shall mean that certain Directory Services Agreement
effective September 1, 2002 between the Borrower and L.M. Berry and Company.

     "Borrower" shall mean CBD Media LLC, a Delaware limited liability company.

     "Borrower LLC Agreement" shall mean that certain Limited Liability Company
Agreement of CBD Media LLC dated March 7, 2002.

     "Borrower Pledge Agreements" shall mean, collectively, that certain
Borrower Pledge Agreement dated as of the date hereof between the Borrower and
the Administrative Agent, or any other similar agreement, each substantially in
the form of Exhibit B attached hereto.

     "Borrower Security Agreements" shall mean, collectively, that certain
Borrower Security Agreement dated as of the date hereof between the Borrower and
the Administrative Agent, or any other similar agreement, each substantially in
the form of Exhibit C attached hereto.

     "Broadwing" shall mean Broadwing, Inc., an Ohio corporation.

                                       3

<PAGE>

     "Broadwing License Agreement" shall mean that certain License Agreement
dated as of February 4, 2002 between Broadwing and the Borrower.

     "Business Day" shall mean a day (a) on which banks are open for the
transaction of business required for this Agreement in New York, New York and
Cincinnati, Ohio, and (b) if such day relates to a borrowing of, a payment or
prepayment of principal of or interest on, a Continuation or Conversion of or
into, or an Interest Period for, a LIBOR Advance or a notice by the Borrower
with respect to any such borrowing, repayment, prepayment, Continuation,
Conversion or Interest Period, that day is also a day on which dealings in U.S.
Dollar deposits are carried out in the London interbank market.

     "Capital Expenditures" shall mean, for any period, expenditures (including
the aggregate amount of Capitalized Lease Obligations required to be paid during
such period) incurred by any Person to acquire or construct fixed assets, plant
and equipment (including renewals, improvements and replacements, but excluding
repairs and maintenance) during such period, which would be required to be
capitalized on the balance sheet of such Person in accordance with GAAP.

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

     "Cash Equivalents" shall mean investments in (i) certificates of deposit
and other interest bearing deposits or accounts (including, without limitation,
money market accounts) with United States commercial banks (including, without
limitation, United States branches of foreign banks) having, or whose parent
corporation has, a combined capital and surplus of at least $500,000,000, which
mature within one (1) year from the date of investment, (ii) obligations issued
or unconditionally guaranteed by the United States government, or issued by an
agency thereof and backed by the full faith and credit of the United States
government, which obligations mature within one (1) year from the date of
investment, (iii) direct obligations issued by any United States state or
political subdivision thereof, which mature within one (1) year from the date of
investment and rated at least AA by S&P or Aa2 by Moody's on the date of
investment, (iv) commercial paper rated at least A-1 or better by Standard &
Poor's Ratings Group, a division of McGraw Hill, Inc., or any successor, or P-1
or better by Moody's, or any successor, on the date of investment, (v) money
market funds that invest primarily in the foregoing items, or (vi) overnight
repurchase agreements with commercial banks that meet the requirements set forth
in clause (i).

     "CBD" shall mean Cincinnati Bell Directory, Inc., an Ohio corporation.

     "CBD Finance" shall mean CBD Finance, Inc., a Delaware corporation which is
wholly-owned by the Borrower.

     "CBD Investor" shall mean CBD Investor, Inc., a Delaware corporation which
is wholly owned by Spectrum.

     "CBT" shall mean Cincinnati Bell Telephone Company, an Ohio corporation.

                                       4

<PAGE>

     "CBT Contracts" shall mean that certain White Pages Publication and
Distribution Agreement dated as of February 4, 2002 between the Borrower and
CBT, that certain Subscriber List Information License Agreement dated as of
February 4, 2002 between the Borrower and CBT, that certain Billing and
Collection Services Agreement Operating Agreement dated as of February 4, 2002
between the Borrower and CBT, the Broadwing License Agreement and that certain
Directory Business Agreement dated as of February 4, 2002 between Broadwing and
the Borrower.

     "Certificate of Financial Condition" shall mean a certificate dated as of
the Agreement Date, substantially in the form of Exhibit D attached hereto,
signed by the chief financial officer of the Borrower, together with any
schedules, exhibits or annexes appended thereto.

     "Change of Control" shall mean (a) the failure of (i) Spectrum to own,
directly or indirectly, at least fifty-one percent (51%) of the voting rights
and economic interests (on a fully diluted basis) with respect to all Ownership
Interests of the Parent at all times or (ii) the Parent to directly or
indirectly, own one hundred percent (100%) of the voting rights and economic
interests (on a fully diluted basis) with respect to all Ownership Interests of
the Borrower at all times; or (b) a Specified Change of Control.

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

     "Collateral" shall mean any property of any kind constituting collateral
for the Obligations under any of the Security Documents.

     "Commitments" shall mean, collectively, the Revolving Loan Commitment and
the Term Loan B Commitment; and "Commitment" shall mean any one of the foregoing
Commitments.

     "Commitment Ratio" shall mean, with respect to any Lender for any
Commitment, the percentage equivalent of the ratio which such Lender's portion
of such Commitment bears to the aggregate amount of such Commitment (as each may
be adjusted from time to time as provided herein); and "Commitment Ratios" shall
mean, with respect to any Commitment, the Commitment Ratios of all of the
Lenders with respect to such Commitment.

     "Confidential Information Memorandum" shall mean the Confidential
Information Memorandum dated May, 2003 and furnished to the initial Lenders in
connection with the syndication of the Commitments.

     "Continue", "Continuation" and "Continued" shall mean the continuation
pursuant to Article 2 hereof of a LIBOR Advance as a LIBOR Advance from one
Interest Period to a different Interest Period.

     "Control Investment Affiliate" shall mean, as to any Person, any other
Person that (a) directly or indirectly, is in control of, is controlled by, or
is under common control with, such Person and (b) is organized by such Person
primarily for the purpose of

                                       5

<PAGE>

making equity or debt investments in one or more companies. For purposes of this
definition, "control" of a Person means the power, directly or indirectly, to
direct or cause the direction of the management and policies of such Person,
whether by contract or otherwise.

     "Convert", "Conversion" and "Converted" shall mean a conversion pursuant to
Article 2 hereof of a LIBOR Advance into a Base Rate Advance or of a Base Rate
Advance into a LIBOR Advance, as applicable.

     "Debt Service" shall mean, for any period, the amount of all scheduled
principal payments made (which shall not, in any event, include any mandatory
prepayments made under Sections 2.8(a) through (d)) and Interest Expense of the
Parent, the Borrower and its Subsidiaries on a consolidated basis in respect of
Indebtedness for Money Borrowed of the Parent, the Borrower and its Subsidiaries
(other than voluntary principal payments of the Revolving Loans which are not
required to be accompanied by an identical reduction in the Revolving Loan
Commitment).

     "Default" shall mean any Event of Default, and any of the events specified
in Section 8.1 hereof, regardless of whether there shall have occurred any
passage of time or giving of notice, or both, that would be necessary in order
to constitute such event an Event of Default.

     "Defaulting Lender" shall have the meaning ascribed thereto in Section
2.2(e)(iv) hereof.

     "Default Rate" shall mean a simple per annum interest rate equal to the sum
of (a) the applicable Interest Rate Basis, plus (b) the Applicable Margin for
such Advances plus (c) two percent (2%).

     "Derivatives Counterparty" shall have the meaning ascribed thereto in
Section 7.18.

     "Disqualified Stock" shall mean any Ownership Interests or other ownership
or profit interest of any Loan Party that any Loan Party is or, upon the passage
of time or the occurrence of any event, may become obligated to redeem,
purchase, retire, defease or otherwise make any payment in respect of in
consideration of other Ownership Interests (other than Disqualified Stock) prior
to the date one year and one day after the Term Loan B Maturity Date.

     "Domestic Subsidiary" shall mean any Subsidiary of the Borrower that is
organized under the laws of any state of the United States of America or the
District of Columbia.

     "EBITDA" shall mean, with respect to the Parent, the Borrower and its
Subsidiaries, on a consolidated basis, the sum of (a) Net Income for any period
(after eliminating any extraordinary gains and losses), and (b) to the extent
deducted in determining such Net Income, the sum of the following for such
period, without duplication: (i) depreciation and amortization, (ii) Interest
Expense, (iii) taxes, (iv) all

                                       6

<PAGE>

other non-cash charges including (A) compensation expense resulting from
distributions or other payments from the Parent or its Affiliates to management
holders of equity interests of the Parent in an aggregate amount for the term of
this Agreement not to exceed $5,000,000 and (B) all costs associated with the
early extinguishment of Indebtedness and the termination of the Interest Hedge
Agreement relating to the Existing Credit Agreement in an aggregate amount for
the term of this Agreement not to exceed $8,100,000, (v) upfront fees and
expenses payable with respect to the Obligations and the Senior Subordinated
Notes, (vi) management fees paid to Applegate as permitted hereunder, (vii) Tax
Distributions and (viii) any amounts paid by the Borrower or Holdings in
connection with the Management Incentive Compensation Plan to the extent funded
by contributions by CBD Investor or its Affiliates (other than the Borrower or
its Subsidiaries); provided such amounts do not exceed $5,000,000 in the
aggregate, in each case all as determined in accordance with GAAP. For purposes
of determining the Leverage Ratio and the Senior Leverage Ratio, if the Parent,
the Borrower or any of its Subsidiaries makes an Acquisition or disposes of
assets during a fiscal period, "EBITDA" for that period shall be determined as
if the Acquisition or disposition had occurred on the first day of such fiscal
period, and the operating results of any acquired Person for that fiscal period
shall be determined by reference to financial information prepared by the prior
owners thereof, subject to such adjustments as the Administrative Agent may
require; provided, however, that no material adjustments may be made without
consent of the Required Lenders.

     "Eligible Assignee" shall mean (i) a Lender; (ii) an Affiliate of a Lender;
(iii) a commercial bank organized under the laws of the United States, or any
State thereof; (iv) a savings and loan association or savings bank organized
under the laws of the United States, or any State thereof; (v) a commercial bank
organized under the laws of any other country that is a member of the
Organization for Economic Cooperation and Development or has concluded special
lending arrangements with the International Monetary Fund associated with its
General Arrangements to Borrow, or a political subdivision of any such country,
so long as such bank is acting through a branch or agency located in the country
in which it is organized or another country that is described in this clause
(v); (vi) a finance company, insurance company or other financial institution or
fund (whether a corporation, partnership, trust or other entity) that is engaged
in making, purchasing or otherwise investing in commercial loans in the ordinary
course of its business and (vii) the central bank of any country that is a
member of the Organization for Economic Cooperation and Development; provided
further neither the Borrower nor an Affiliate of the Borrower shall qualify as
Eligible Assignee.

     "Employee Pension Plan" shall mean any Plan which is (a) maintained by the
Parent, the Borrower or any of its Subsidiaries, or any ERISA Affiliate and (b)
subject to Part 3 of Title 1 of ERISA.

     "Environmental Laws" shall mean, collectively, all applicable federal,
state or local laws, statutes, rules, regulations or ordinances, codes, common
law, consent agreements, orders, decrees, judgments or injunctions issued,
promulgated, approved or entered thereunder relating to public health, safety or
the pollution or protection of the environment, including, without limitation,
those relating to releases, discharges,

                                       7

<PAGE>

emissions, spills, leaching, or disposals to air, water, land or ground water,
to the withdrawal or use of ground water, to the use, handling or disposal of
polychlorinated biphenyls, asbestos or urea formaldehyde, to the treatment,
storage, disposal or management of hazardous substances (including, without
limitation, petroleum, crude oil or any fraction thereof, or other
hydrocarbons), pollutants or contaminants, to exposure to toxic, hazardous or
other controlled, prohibited, or regulated substances, including, without
limitation, any such provisions under the Solid Waste Disposal Act, 42 U.S.C.
Section 6901 et seq.; the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, 42 U.S.C. Section 9601 et seq., as amended by the
Superfund Amendments and Reauthorization Act of 1986; the Hazardous Materials
Transportation Act, 49 U.S.C. Section 1801 et seq.; the Federal Water Pollution
Control Act, 33 U.S.C. Section 1251 et seq.; the Clean Air Act, 42 U.S.C.
Section 7401 et seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601
et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq. and any
other state or federal environmental statutes, and all rules, regulations,
orders and decrees now or hereafter promulgated under any of the foregoing, as
any of the foregoing now exist or may be changed or amended or come into effect
in the future.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974 and
the rules and regulations issued thereunder, all as the same may be in effect
from time to time.

     "ERISA Affiliate" shall mean any Person, including, without limitation, any
Subsidiary or Affiliate of the Borrower, that is a member of any group of
organizations (within the meaning of Code Sections 414(b), (c), (m) or (o)) of
which the Parent or the Borrower is a member.

     "Eurodollar Reserve Percentage" shall mean the percentage which is in
effect from time to time under Regulation D of the Board of Governors of the
Federal Reserve System, as such regulation may be amended from time to time, as
the maximum reserve requirement applicable with respect to Eurocurrency
Liabilities (as that term is defined in Regulation D), whether or not any Lender
has any such Eurocurrency Liabilities subject to such reserve requirement at
that time.

     "Event of Default" shall mean any of the events specified in Section 8.1
hereof, provided that any requirement for notice or lapse of time, or both, has
been satisfied.

     "Excess Cash Flow" shall mean, with respect to the Parent, the Borrower and
its Subsidiaries on a consolidated basis, as of the end of any fiscal year of
the Borrower based on the audited financial statements provided under Section
6.2 hereof for such fiscal year, the excess, if any, of (a) EBITDA for such
fiscal year increased for decreases (and decreased for increases) in working
capital not including cash from the beginning to the end of the applicable
fiscal year minus (b), without duplication, (i) Debt Service for such fiscal
year, (ii) Capital Expenditures paid during such fiscal year, (iii) cash taxes
paid or payable with respect to such fiscal year, (iv) Restricted Payments made
pursuant to Sections 7.7(a)(i) -(iii), (b), or (c), and (v) the aggregate
principal amount of any voluntary prepayments of the Term Loan B Loans made
pursuant to Section 2.6 and (vi)

                                       8

<PAGE>

fees, costs and expenses in connection with the consummation of the Transactions
in amounts substantially as set forth on Schedule 8 hereto.

     "Excess Cash Flow Amount" shall mean (a) at all times when the Leverage
Ratio is equal to or greater than 2.50 to 1.00, seventy-five percent (75%) of
Excess Cash Flow and (b) at all other times, fifty percent (50%) of Excess Cash
Flow.

     "Excluded Taxes" shall mean, with respect to the Administrative Agent or
any Lender, (a) income or franchise Taxes imposed on (or measured by) its Net
Income by the United States of America, or by the jurisdiction under the laws of
which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its applicable lending office is located
or any governmental authority of or in any of the foregoing (including, without
limitation, minimum Taxes and Taxes computed under alternative methods, the
principal one of which is based on or measured by net income), (b) any branch
profits Taxes imposed by the United States of America or any similar Tax imposed
by any other jurisdiction in which the Borrower is located or the Administrative
Agent or a Lender, as applicable, is organized or any governmental authority of
or in any of the foregoing, (c) in the case of a Foreign Lender, any withholding
Tax that is in effect and would apply to a payment to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office), (d) any Taxes to the extent imposed by reason of a Lender or
the Administrative Agent, as applicable, engaging in activities in the
jurisdiction imposing the Tax that are unrelated to the transactions
contemplated hereby and (e) any Tax that would not have been imposed but for the
failure of a Lender to comply with the certification requirements described in
Section 2.14.

     "Existing Credit Agreement" shall mean the Loan Agreement, dated as of
March 8, 2002, among the Borrower, the Parent and Toronto Dominion (Texas) Inc.,
as Administrative Agent.

     "Facility" shall mean each of (a) the Term Loan B Commitments and the Term
Loan B Loans made thereunder and (b) the Revolving Loan Commitments and the
extensions of credit made thereunder.

     "Federal Funds Effective Rate" shall mean for any day, 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 on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day which is a Business Day, the average of the
quotations for the day of such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by it.

     "Fixed Charges" shall mean for the Parent, the Borrower and its
Subsidiaries on a consolidated basis as of any date of determination, without
duplication, the sum of (a) Capital Expenditures made, (b) Debt Service, (c)
management fees paid to Applegate as permitted hereunder, (d) Tax Distributions
and (e) cash taxes paid by the Parent, the Borrower and its Subsidiaries.

                                       9

<PAGE>

     "Fixed Charge Coverage Ratio" shall mean the ratio of (a) for all
calculation dates during the period (i) from July 1, 2003 through September 30,
2003, EBITDA for the most recently completed fiscal quarter multiplied by four
(4); (ii) from October 1, 2003 through December 31, 2003, EBITDA for the most
recently completed two-fiscal quarter period multiplied by two (2); (iii) from
January 1, 2004 through March 31, 2004, EBITDA for the most recently completed
three-fiscal quarter period multiplied by four-thirds (4/3); and (iv) on and
after April 1, 2004, EBITDA for the most recently completed four-fiscal quarter
period to (b) its Fixed Charges (for the same period).

     "Foreign Lender" shall mean each Lender that is not a United States person
as defined in Section 7701(a)(30) of the Code.

     "Foreign Subsidiary" shall mean any Subsidiary of the Borrower that is not
organized under the laws of any state of the United States of America or the
District of Columbia.

     "Funding Office" shall mean the office specified from time to time by the
Administrative Agent as its funding office by notice to the Borrower and the
Lenders.

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

     "Guaranty" or "Guaranteed," as applied to an obligation, shall mean and
include (a) a guaranty, direct or indirect, in any manner, of all or any part of
such obligation, and (b) any agreement, direct or indirect, contingent or
otherwise, the practical effect of which is to assure in any way the payment or
performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, any
reimbursement obligations as to amounts drawn down by beneficiaries of
outstanding letters of credit or capital call requirements.

     "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
upon which interest charges are customarily paid, (d) all obligations of such
Persons under conditional sale or other title retention agreements relating to
property acquired by such Person, (e) all obligations of such Person in respect
of the deferred purchase price of property or services (excluding current
accounts payable incurred in the ordinary course of business), (f) all
Indebtedness of others secured by (or for which the holder of such Indebtedness
has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness
secured thereby has been assumed, (g) all Guarantees by such Person of
Indebtedness of others, (h) all Capitalized Lease Obligations of such Person,
(i) all obligations, contingent or otherwise, of such Person as an account party
in respect of letters of credit and letters of guaranty, (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances and
(h) all obligations, determined on a marked-to-market basis on the calculation
date, of such Person under Interest Hedge Agreements. The Indebtedness of any
Person shall include

                                       10

<PAGE>

the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.

     "Indebtedness for Money Borrowed" shall mean, with respect to any Person,
Indebtedness for money borrowed and Indebtedness represented by notes payable
and drafts accepted representing extensions of credit, all obligations evidenced
by bonds, debentures, notes or other similar instruments, all Indebtedness upon
which interest charges are customarily paid, all Capitalized Lease Obligations,
all reimbursement obligations with respect to outstanding letters of credit, all
Indebtedness issued or assumed as full or partial payment for property or
services (other than trade payables arising in the ordinary course of business,
but only if and so long as such accounts are payable on customary trade terms),
whether or not any such notes, drafts, obligations or Indebtedness represent
Indebtedness for money borrowed, and, without duplication, Guaranties of any of
the foregoing. For purposes of this definition, interest which is accrued but
not paid on the scheduled due date for such interest shall be deemed
Indebtedness for Money Borrowed.

     "Indemnitee" shall have the meaning ascribed thereto in Section 5.11
hereof.

     "Interest Coverage Ratio" shall mean the ratio of (a) for all calculation
dates during the period (i) from July 1, 2003 through September 30, 2003, EBITDA
for the most recently completed fiscal quarter multiplied by four (4); (ii) from
October 1, 2003 through December 31, 2003, EBITDA for the most recently
completed two-fiscal quarter period multiplied by two (2); (iii) from January 1,
2004 through March 31, 2004, EBITDA for the most recently completed three-fiscal
quarter period multiplied by four-thirds (4/3); and (iv) on and after April 1,
2004, EBITDA for the most recently completed four-fiscal quarter period to (b)
Interest Expense (for the same period).

     "Interest Expense" shall mean, for any period, all cash interest paid
(including imputed interest with respect to Capitalized Lease Obligations) with
respect to the Indebtedness for Money Borrowed of the Parent, the Borrower and
its Subsidiaries on a consolidated basis during such period pursuant to the
terms of such Indebtedness for Money Borrowed, together with all fees required
to be accounted for as an interest expense in accordance with GAAP paid in
respect of such Indebtedness for Money Borrowed during such period (including
commitment fees payable with respect to the Obligations, but specifically
excluding upfront fees paid on the Agreement Date and fees paid during previous
periods but amortized during the current period in accordance with GAAP),
calculated in accordance with GAAP.

     "Interest Hedge Agreements" shall mean the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such Person
calculated by applying a fixed or a floating rate of

                                       11

<PAGE>

interest on the same notional amount and shall include, without limitation,
interest rate swaps, caps, floors, collars and similar agreements.

     "Interest Period" shall mean (a) in connection with any Base Rate Advance,
the period beginning on the date such Advance is made or the date on which such
Base Rate Advance is Converted to a LIBOR Advance and ending on the earlier of
the last Business Day of the calendar quarter in which such Advance is made or
the date on which a LIBOR Advance is Converted to a Base Rate Advance, provided,
however, that if a Base Rate Advance is made or a LIBOR Advance is Converted to
a Base Rate Advance on the last Business Day of any calendar quarter, it shall
have an Interest Period ending on, and its Payment Date shall be, the last
Business Day of the following calendar quarter, and (b) in connection with any
LIBOR Advance, the term of such Advance selected by the Borrower or otherwise
determined in accordance with this Agreement. Notwithstanding the foregoing,
however, (i) any applicable Interest Period which would otherwise end on a day
which is not a Business Day shall be extended to the next succeeding Business
Day unless, with respect to LIBOR Advances only, such Business Day falls in
another calendar month, in which case such Interest Period shall end on the next
preceding Business Day, (ii) any applicable Interest Period, with respect to
LIBOR Advances only, which begins on a day for which there is no numerically
corresponding day in the calendar month during which such Interest Period is to
end shall (subject to clause (i) above) end on the last day of such calendar
month, and (iii) the Borrower shall not select an Interest Period which extends
beyond the Revolving Loan Maturity Date or any Term Loan B Maturity Date, as
applicable, or such earlier date as would interfere with the Borrower's
repayment obligations under Section 2.7 or Section 2.8 hereof. Interest shall be
due and payable with respect to any Advance as provided in Section 2.3 hereof.

     "Interest Rate Basis" shall mean the Base Rate Basis or the LIBOR Basis, as
appropriate.

     "Investment" shall mean, with respect to the Borrower or any of its
Subsidiaries, (a) any loan, advance or extension of credit (other than to
customers in the ordinary course of business) by such Person to, or any Guaranty
or other contingent liability with respect to the Ownership Interests,
indebtedness or other obligations of, or any contributions to the capital of,
any other Person, or any ownership, purchase or other acquisition by such Person
of any interest in any Ownership Interests, limited partnership interests,
general partnership interest, or other securities of such other Person, other
than an Acquisition, and (b) all expenditures by the Borrower or any of its
Subsidiaries relating to the foregoing.

     "known to the Borrower" or "to the knowledge of the Borrower" shall mean
known by or reasonably should have been known by the executive officers of the
Borrower (which shall include, without limitation, the chief executive officer,
the chief operating officer, if any, and the chief financial officer of the
Borrower).

     "Lehman Entity" shall mean any of Lehman Commercial Paper Inc. or any of
its affiliates (including Syndicated Loan Funding Trust).

                                       12

<PAGE>

     "Lender Addendum" shall mean with respect to any initial Lender, a Lender
Addendum, substantially in the form of Exhibit P, to be executed and delivered
by such Lender on the Agreement Date as provided in Section 11.20.

     "Lenders" shall mean any Lender party to a Lender Addendum and any other
Person which becomes a "Lender" hereunder after the Agreement Date; and "Lender"
shall mean any one of the foregoing Lenders. For the purposes of the Security
Documents, "Lenders" shall include other holders of Obligations hereunder.

     "Leverage Ratio" shall mean, as of any date, the ratio of (a) Total Debt
outstanding on such date (after giving effect to Advances and repayments of
Indebtedness made on such date) to (b) for all calculation dates during the
period (i) from July 1, 2003 through September 30, 2003, EBITDA for the most
recently completed fiscal quarter multiplied by four (4); (ii) from October 1,
2003 through December 31, 2003, EBITDA for the most recently completed two
fiscal quarter period multiplied by two (2); (iii) from January 1, 2004 through
March 31, 2004, EBITDA for the most recently completed three-fiscal quarter
period multiplied by four-thirds (4/3); and (iv) on and after April 1, 2004,
EBITDA for the most recently completed four-fiscal quarter period, since the
last day of the most recently completed calendar quarter.

     "LIBOR" shall mean, for any Interest Period, the average of the interest
rates per annum equal to the offered rate for deposits in United States Dollars
for an amount approximately equal to the principal amount of, and for a length
of time approximately equal to, the Interest Period for, the LIBOR Advance
sought by the Borrower, which rate appears on Telerate Page 3750 (or such other
page as may replace that page in that service) at approximately 11:00 a.m.
(London time) two (2) Business Days before the first day of such Interest
Period; provided, that (i) if more than one such offered rate appears on the
Telerate Page 3750, LIBOR shall be the arithmetic average (rounded upward to the
nearest one-sixteenth (1/16) of one percent (1%)) of such offered rates, or (ii)
if Telerate Page 3750 is not available, LIBOR shall be the average of the
interest rates per annum at which deposits in United States Dollars are offered
to the Administrative Agent (or an affiliate thereof) by two (2) leading banks
(rounded upward to the nearest one sixteenth (1/16) of one percent (1%)) in the
London eurodollar interbank borrowing market at approximately 11:00 a.m. (London
time) two (2) Business Days before the first day of such Interest Period, in an
amount approximately equal to the principal amount of, and for a length of time
approximately equal to the Interest Period for, the LIBOR Advance sought by the
Borrower.

     "LIBOR Advance" shall mean an Advance which the Borrower requests to be
made as a LIBOR Advance or which is reborrowed as a LIBOR Advance, in accordance
with the provisions of Section 2.2 hereof, and which shall be in a principal
amount of at least $1,000,000 and in an integral multiple of $500,000.

     "LIBOR Basis" shall mean a simple per annum interest rate (rounded upward,
if necessary, to the nearest one-hundredth (1/100th) of one percent) equal to
the sum of (a) the quotient of (i) the LIBOR divided by (ii) one minus the
Eurodollar Reserve Percentage, if any, stated as a decimal, plus (b) the
Applicable Margin. The LIBOR

                                       13

<PAGE>

Basis shall apply to Interest Periods of one (1), two (2), three (3), or six (6)
months, and, once determined, shall remain unchanged during the applicable
Interest Period, except for changes to reflect adjustments in the Eurodollar
Reserve Percentage. The LIBOR Basis for any LIBOR Advance shall be adjusted as
of the effective date of any change in the Eurodollar Reserve Percentage and the
Applicable Margin as adjusted pursuant to Section 2.3(f) hereof. The LIBOR Basis
for any LIBOR Advance shall be adjusted as of the effective date of any change
in the Eurodollar Reserve Percentage and the Applicable Margin.

     "Lien" shall mean, with respect to any property, any mortgage, lien,
pledge, negative pledge or other agreement not to pledge, assignment, charge,
security interest, title retention agreement, levy, execution, seizure,
attachment, garnishment or other encumbrance of any kind in respect of such
property, whether created by statute, contract, the common law or otherwise, and
whether or not choate, vested or perfected.

     "Loan Documents" shall mean this Agreement, the Notes, the Security
Documents, all fee letters, all Requests for Advance, all Notices of
Conversions, Continuations or Prepayments, all Interest Hedge Agreements between
the Borrower, on the one hand, and the Administrative Agent or any of the
Lenders (or any of their Affiliates) on the date such Interest Hedge Agreement
was entered into, or any of them, on the other hand, and all other documents and
agreements executed or delivered by the Parent, the Borrower or its Subsidiaries
in connection with or contemplated by this Agreement.

     "Loan Party" shall mean each of the Parent, the Borrower and each
Subsidiary Guarantor.

     "Loans" shall mean, collectively, the Revolving Loans and the Term Loan B
Loans.

     "Management Incentive Compensation Plan" shall mean that certain incentive
compensation program for the benefit of employees of the Borrower to be funded
by contributions from CBD Investor or its Affiliates (other than the Borrower or
its Subsidiaries).

     "Material Contracts" shall mean the CBT Contracts, the Berry Contract, the
Quebecor Contract and any other agreements or contracts for which the aggregate
amount or value of services performed or to be performed for or by, or funds or
other property transferred or to be transferred to or by, the Parent, the
Borrower or any of its Subsidiaries party to such agreement or contract, or by
which the Parent, the Borrower or any of its Subsidiaries or any of their
properties is otherwise bound, during any fiscal year of the Borrower exceeds
$2,000,000.

     "Materially Adverse Effect" shall mean any material adverse effect upon any
of the following: (a) the Transactions, (b) the business, assets, liabilities,
prospects, condition (financial or otherwise), results of operations or
properties of the Parent, the Borrower and its Subsidiaries on a consolidated
basis, taken as a whole, (c) upon the

                                       14

<PAGE>

binding nature, validity, or enforceability of this Agreement, the other Loan
Documents and the Notes, or (d) the ability of the Parent, the Borrower and its
Subsidiaries to perform the payment obligations or other material obligations
under this Agreement or any other Loan Document or (e) the value of the
Collateral or upon the rights, benefits or interests of the Lenders in and to
the Loans or the rights of the Administrative Agent and the Lenders in the
Collateral; in each case, whether resulting from any single act, omission,
situation, status, event or undertaking, or taken together with other such acts,
omissions, situations, statuses, events or undertakings.

     "Maturity Date" shall mean (a) the Revolving Loan Maturity Date or the Term
Loan B Maturity Date, as appropriate, or (b) such earlier date as payment of the
Obligations shall be due (whether by acceleration, reduction of the Commitments
to zero, or otherwise).

     "Moody's" shall mean Moody's Investors Services, Inc.

     "Multiemployer Plan" shall mean a multiemployer pension plan as defined in
Section 3(37) of ERISA to which the Parent, the Borrower or any of its
Subsidiaries, or any ERISA Affiliate is or has been required to contribute.

     "Necessary Authorizations" shall mean (i) all approvals and licenses from,
and all filings and registrations with, any governmental or other regulatory
authority or (ii) in the case of any third party, such approvals and licenses
the failure of which to make or obtain, as the case may be, could reasonably be
expected to have a Materially Adverse Effect.

     "Net Income" shall mean, for the Parent, the Borrower and its Subsidiaries
on a consolidated basis, for any period, net income determined in accordance
with GAAP.

     "Net Proceeds (Asset Sales)" shall mean, with respect to any sale or other
disposition of assets (including as a result of condemnation, eminent domain and
lost or damaged assets) or purchase price refund by any Person, the difference
between (a) the aggregate amount of cash or Cash Equivalents received (including
proceeds of insurance paid with respect to lost or damaged assets, awards
arising from condemnation of assets or taking by eminent domain and including by
way of sale or discounting of a note, installment receivable or other
receivable, but excluding any other consideration received in the form of
assumption by the acquiree of Indebtedness for Money Borrowed or other
obligations relating to such properties or assets or received in any other
noncash form) therefrom by such Person, and (b) the sum of (i) all legal, title
and recording tax expenses, commissions and other reasonable fees and expenses
incurred and all federal, state, provincial, foreign and local taxes required to
be accrued as a liability as a consequence of such asset sale or other
disposition, (ii) all payments made by such Person or its Subsidiaries on any
Indebtedness for Money Borrowed which (x) is secured by the assets subject to
such asset sale or other disposition in accordance with the terms of any Lien
upon or with respect to such assets or which must by the terms of such Lien, or
(y) in order to obtain a necessary consent to such asset sale or other
disposition or by Applicable Law, be repaid out of the proceeds from such asset
sale or other disposition,

                                       15

<PAGE>

and (iii) a reasonable reserve for the after-tax costs of any indemnification
payments (fixed or contingent) attributable to the seller's indemnities to the
purchaser undertaken by the Parent, the Borrower or any of its Subsidiaries in
connection with such asset sale or other disposition.

     "Net Proceeds (Indebtedness)" shall mean, with respect to any sale,
issuance or other disposition of any Indebtedness of the Borrower or the
Borrower's Subsidiaries by the Borrower or the Borrower's Subsidiaries, the
difference between (a) the aggregate amount of cash or Cash Equivalents received
in connection with the sale, issuance or other disposition of such Indebtedness,
and (b) the aggregate amount of any reasonable and customary transaction costs
incurred in connection therewith, including, without limitation, all fees and
expenses of attorneys, accountants and other consultants, all underwriting or
placement agent fees, and fees and expenses of any trustee, registrar or
transfer agent.

     "Net Proceeds (Ownership Interests)" shall mean, with respect to any sale,
issuance or other disposition of any Ownership Interests of the Borrower or the
Borrower's Subsidiaries by the Borrower or the Borrower's Subsidiaries, the
difference between (a) the aggregate amount of cash or Cash Equivalents received
in connection with the sale, issuance or other disposition of such Ownership
Interests, and (b) the aggregate amount of any reasonable and customary
transaction costs incurred in connection therewith, including, without
limitation, all fees and expenses of attorneys, accountants and other
consultants, all underwriting or placement agent fees, and fees and expenses of
any trustee, registrar or transfer agent.

     "Notes" shall mean, collectively, the Revolving Loan Notes and the Term
Loan B Notes.

     "Notice of Conversions, Continuations or Prepayments" shall mean a
certificate designated as a "Notice of Conversions, Continuations or
Prepayments," signed by an Authorized Signatory of the Borrower requesting the
Continuation or Conversion of an Advance hereunder, or notifying the
Administrative Agent of the intent of the Borrower to prepay any Advance or
reduce the Revolving Loan Commitment, which certificate shall be in
substantially the form of Exhibit E attached hereto, and shall, among other
things, (i) specify the date of such Continuation, Conversion, prepayment of the
Advance or reduction of the Revolving Loan Commitment, which shall be a Business
Day, the amount of the Advance to be Converted, Continued or prepaid or the
commitment reduction, the Interest Basis for the Advance (LIBOR or Base Rate),
and, with respect to LIBOR Advances, the Interest Period of such LIBOR Advance
to be Continued, Converted or prepaid by the Borrower, (ii) state that there
shall not exist, on the date of the requested Continuation, Conversion,
prepayment or commitment reduction and after giving effect thereto, a Default
and (iii) reaffirm the representations and warranties set forth in Section 4.1
hereof on the date of such requested Continuation, Conversion, prepayment or
commitment reduction and after giving effect thereto.

     "Obligations" shall mean all payment and performance obligations of every
kind, nature and description of the Parent, the Borrower, its Subsidiaries, and
any other

                                       16

<PAGE>

obligors to the Lenders, the Administrative Agent or any Qualified Counterparty,
or any of them, under this Agreement, the other Loan Documents and Specified
Hedge Agreements (including, without limitation, any interest, fees and other
charges on the Loans or otherwise under the Loan Documents that would accrue but
for the filing of a bankruptcy action with respect to the Borrower or any of its
Subsidiaries, whether or not such claim is allowed in such bankruptcy action) as
they may be amended from time to time, or as a result of making the Loans,
whether such obligations are direct or indirect, absolute or contingent, due or
not due, contractual or tortious, liquidated or unliquidated, arising by
operation of law or otherwise, now existing or hereafter arising; provided, that
(i) obligations of the Borrower or any of its Subsidiaries under any Specified
Hedge Agreement shall be secured and guaranteed pursuant to the Security
Documents only to the extent that, and for so long as, the other Obligations are
so secured and guaranteed and (ii) any release of Collateral, Subsidiary
Guarantors or Guaranty of the Obligations effected in the manner permitted by
this Agreement shall not require the consent of holders of obligations under
Specified Hedge Agreements.

     "Other Taxes" shall mean any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan Document.

     "Ownership Interests" shall mean, as applied to any Person, corporate stock
and any and all securities, shares, partnership interests (whether general,
limited, special or other), limited liability company interests, membership
interests, equity interests, participations, rights or other equivalents
(however designated and of any character) of corporate stock of such Person or
any of the foregoing issued by such Person (whether a corporation, a
partnership, a limited liability company or another entity) and includes,
without limitation, securities convertible into Ownership Interests and rights,
warrants or options to acquire Ownership Interests.

     "Parent" shall mean CBD Media Holdings LLC, a Delaware limited liability
company.

     "Parent Guaranty" shall mean collectively, that certain Parent Guaranty
dated as of the Agreement Date made by the Parent in favor of the Administrative
Agent, or any other similar agreement entered into by the Parent, each
substantially in the form of Exhibit F attached hereto.

     "Parent LLC Agreement" shall mean that certain Limited Liability Company
Agreement of CBD Media Holdings LLC dated March 7, 2002.

     "Parent Pledge Agreement" shall mean collectively, that certain Parent
Pledge Agreement dated as of the Agreement Date between the Parent and the
Administrative Agent, or any other similar agreement entered into by the Parent,
each substantially in the form of Exhibit G attached hereto.

                                       17

<PAGE>

     "Parent Security Agreement" shall mean collectively, that certain Parent
Security Agreement dated as of the Agreement Date between the Parent and the
Administrative Agent, or any other similar agreement entered into by the Parent,
each substantially in the form of Exhibit H attached hereto.

     "Participant" shall have the meaning ascribed thereto in clause (b) of
Section 11.5.

     "Payment Date" shall mean the last day of any Interest Period.

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

     "Performance Certificate" shall mean a certificate, substantially in the
form of Exhibit I attached hereto, signed by an Authorized Signatory of the
Borrower, together with any schedules, exhibits or annexes attached thereto
delivered pursuant to Section 6.4 hereof.

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

          (a)  any Lien in favor of the Administrative Agent or any Lender given
to secure the Obligations;

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

          (c)  Liens of carriers, warehousemen, landlords, mechanics, vendors,
(solely to the extent arising by operation of law) laborers and materialmen
incurred in the ordinary course of business for sums not yet due or being
diligently contested in good faith, if reserves or appropriate provisions shall
have been made therefor;

          (d)  Liens incurred in the ordinary course of business in connection
with worker's compensation and unemployment insurance, social security
obligations, assessments or government charges which are not overdue for more
than sixty (60) days;

          (e)  easements, rights-of-way, zoning restrictions, licenses,
reservations or restrictions on use and other similar encumbrances on the use of
real property which do not materially interfere with the ordinary conduct of the
business of such Person or the use of such property;

          (f)  Liens reflected by Uniform Commercial Code financing statements
filed in respect of Capitalized Lease Obligations permitted pursuant to Section
7.1 hereof and true leases of the Borrower or any of its Subsidiaries;

                                       18

<PAGE>

          (g)  Liens to secure performance of statutory obligations, surety or
appeal bonds, performance bonds, bids or tenders and utility obligations
incurred in the ordinary course of business;

          (h)  judgment Liens which do not result in an Event of Default under
Section 8.1(h) hereof;

          (i)  Liens incurred in connection with Acquisitions permitted pursuant
to Section 7.6 hereof or approved by the Required Lenders; provided that such
Liens were in place at the time of the Acquisition;

          (j)  Liens in existence on the Agreement Date and disclosed on
Schedule 1 attached hereto; and

          (k)  Liens on fixed or capital assets required, constructed or
improved by the Parent, the Borrower or any Subsidiary of the Borrower; provided
that (i) such security interests secure purchase money Indebtedness permitted by
Section 7.1(f), (ii) such security interests and the Indebtedness secured
thereby are incurred prior to or within 180 days after such acquisition or the
completion of such construction or improvement, (iii) the Indebtedness secured
thereby does not exceed 100% of the cost of acquiring, constructing or improving
such fixed or capital assets, and (iv) such security interests shall not apply
to any other property or assets of the Parent, the Borrower or any Subsidiary of
the Borrower (or other assets acquired with proceeds of other Indebtedness to
such lender).

     "Person" shall mean an individual, corporation, limited liability company,
association, partnership, joint venture, trust or estate, an unincorporated
organization, a government or any agency or political subdivision thereof, or
any other entity.

     "Plan" shall mean an employee benefit plan within the meaning of Section
3(3) of ERISA or any other employee benefit plan maintained for employees of any
Person.

     "Qualified Counterparty" shall mean with respect to any Specified Hedge
Agreement, any counterparty thereto that, at the time such Specified Hedge
Agreement was entered into, was a Lender or an affiliate of a Lender.

     "Quebecor Contract" shall mean that certain Directory Printing and Binding
Service Agreement dated as of January 1, 1999, as amended on November 20, 2001,
between CBD and Quebecor Printing Directory Sales Corporation.

     "Real Estate" shall have that meaning ascribed thereto in Section 4.1(h)
hereof.

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

                                       19

<PAGE>

     "Reportable Event" shall mean, with respect to any Employee Pension Plan,
an event described in Section 4043(c) of ERISA and for which notice to the PBGC
has not been waived.

     "Request for Advance" shall mean a certificate designated as a "Request for
Advance," signed by an Authorized Signatory of the Borrower requesting an
Advance hereunder, which shall be in substantially the form of Exhibit J
attached hereto, and shall, among other things, (i) specify the date of the
Advance, which shall be a Business Day, the amount of the Advance, the Interest
Rate Basis for the Advance (LIBOR or Base Rate), and, with respect to LIBOR
Advances, the Interest Period selected by the Borrower, (ii) state that there
shall not exist, on the date of the requested Advance and after giving effect
thereto, a Default, (iii) reaffirm the representations and warranties set forth
in Section 4.1 hereof as of the date of such requested Advance and after giving
effect thereto and (iv) state the purposes for which such proceeds shall be
utilized.

     "Required Lenders" shall mean (i) at any time that no Loans are outstanding
hereunder, Lenders the total of whose Commitments exceeds fifty percent (50%) of
the Commitments of all Lenders entitled to vote hereunder, or (ii) at any time
that there are Loans outstanding hereunder, Lenders the total of whose Term Loan
B Loans and Revolving Loan Commitments exceeds fifty percent (50%) of the sum of
the Revolving Loan Commitments and the then outstanding principal amount of the
Term Loan B Loans of all Lenders entitled to vote hereunder.

     "Restricted Payment" shall mean (a) any direct or indirect distribution,
dividend or other payment to any Person (other than to the Borrower or any
Subsidiary of the Borrower) on account of any Ownership Interests in or other
securities of, the Borrower or any of its Subsidiaries (other than dividends
payable solely in stock of or other Ownership Interests in such Person and stock
splits), including, without limitation, any direct or indirect distribution,
dividend or other payment to any Person (other than to the Borrower or any
Subsidiary of the Borrower) on account of any warrants or other rights or
options to acquire Ownership Interests of the Borrower or any of its
Subsidiaries and (b) any payment of principal of, or interest on, or payment
into a sinking fund for the retirement of, or any defeasance of subordinated
debt, or (c) any management, consulting or similar fees, or any interest
thereon, payable by the Parent, the Borrower or any of its Subsidiaries to any
of their respective Affiliates (other than such fees and interest payable to the
Borrower or any of its Subsidiaries).

     "Revolving Loan Commitment" shall mean the several obligations of the
Lenders to fund their respective portion of the Revolving Loans to the Borrower
in accordance with their respective Revolving Loan Commitment Ratios in the
aggregate sum of up to $5,000,000, pursuant to the terms hereof, as such
obligations may be reduced from time to time, pursuant to the terms hereof.

     "Revolving Loan Commitment Ratios" shall mean the percentages in which the
Lenders are severally bound to fund their respective portion of Advances to the
Borrower under the Revolving Loan Commitment, which is set forth under the
heading "Revolving Loan Commitment" opposite such Lender's name on Schedule 1 to
the Lender

                                       20

<PAGE>

Addendum delivered by such Lender, or, as the case may be, in the Assignment and
Acceptance Agreement pursuant to which such Lender became a party hereto, as the
same may be changed from time to time pursuant to the terms hereof.

     "Revolving Loans" shall mean those amounts advanced by the Lenders to the
Borrower under the Revolving Loan Commitment not to exceed the Revolving Loan
Commitment at any one time.

     "Revolving Loan Maturity Date" shall mean the sixth anniversary of the
Agreement Date or such earlier date as payment of the Revolving Loans shall be
due (whether by acceleration, reduction of the Revolving Loan Commitment to zero
or otherwise).

     "Revolving Loan Notes" shall mean, collectively, those certain promissory
notes issued to each of the Lenders with a Revolving Loan Commitment who request
such a Revolving Loan Note by the Borrower in the aggregate principal amount of
such Lender's Revolving Loan Commitment, each one substantially in the form of
Exhibit K attached hereto, any other promissory note issued by the Borrower to
evidence the Revolving Loans pursuant to this Agreement, and any extensions,
renewals, or amendments to, or replacements of, the foregoing.

     "Security Documents" shall mean the Parent Security Agreement, the Borrower
Pledge Agreement, the Parent Pledge Agreement, any Subsidiary Guaranty, any
Subsidiary Pledge Agreement, the Parent Guaranty, the Borrower Security
Agreement, any Subsidiary Security Agreement, any Trademark Security Agreement,
any other agreement or instrument providing collateral for the Obligations
whether now or hereafter in existence, and any filings, instruments, agreements,
and documents related thereto or to this Agreement, and providing the
Administrative Agent, for the benefit of the Lenders, with Collateral for the
Obligations.

     "Security Interest" shall mean all Liens in favor of the Administrative
Agent, for the ratable benefit of the Lenders, created hereunder or under any of
the Security Documents to secure the Obligations.

     "Senior Debt" shall mean, for the Parent, the Borrower and its Subsidiaries
on a consolidated basis as of any date, Total Debt other than Subordinated Debt.

     "Senior Leverage Ratio" shall mean, as of any date, the ratio of (a) Senior
Debt outstanding on such date (after giving effect to Advances and repayments of
Indebtedness made on such date) to (b) for all calculation dates during the
period (i) from July 1, 2003 through September 30, 2003, EBITDA for the most
recently completed fiscal quarter multiplied by four (4); (ii) from October 1,
2003 through December 31, 2003, EBITDA for the most recently completed
two-fiscal quarter period multiplied by two (2); (iii) from January 1, 2004
through March 31, 2004, EBITDA for the most recently completed three-fiscal
quarter period multiplied by four-thirds (4/3); and (iv) on and after April 1,
2004, EBITDA for the most recently completed four-fiscal quarter period, since
the last day of the most recently completed calendar quarter.

                                       21

<PAGE>

     "Senior Subordinated Note Indenture" shall mean the Indenture entered into
by the Borrower and certain of its Subsidiaries in connection with the issuance
of the Senior Subordinated Notes, together with all instruments and other
agreements entered into by the Borrower or such Subsidiaries in connection
therewith, as the same may be amended, supplemented, modified, replaced or
refinanced from time to time in accordance with Section 7.18.

     "Senior Subordinated Notes" shall mean (I) the senior subordinated notes of
the Borrower and CBD Finance issued on the Agreement Date (a) pursuant to a
Senior Subordinated Note Indenture containing covenants, events of default and
other terms less restrictive as to the Borrower and its Subsidiaries than those
set forth in this Agreement, not including any maintenance covenants, and which
is otherwise customary, including, without limitation, the subordination
provisions thereof, for senior subordinated notes issued at such time under
comparable circumstances by issuers of similar credit quality, (b) the initial
scheduled principal repayment date of such Indebtedness shall be at least one
year and one day beyond the Term Loan B Maturity Date (as defined as of the date
hereof), (c) the interest rate applicable to such Indebtedness shall be a market
rate, (d) such Indebtedness shall not require the consent of any holder thereof
with respect to any amendment or other modification of any Loan Document and (e)
the Senior Subordinated Note Indenture shall otherwise contain terms and
conditions reasonably satisfactory to the Administrative Agent or (II) other
senior subordinated notes of the Borrower and CBD Finance on terms and
conditions substantially similar to the senior subordinated notes permitted by
clause (I) of this definition except that the interest rate payable thereon may
be lower.

     "S&P" shall mean Standard and Poor's Ratings Group.

     "Specified Change of Control" shall mean a "Change of Control", or like
event, as defined in the Senior Subordinated Note Indenture.

     "Specified Hedge Agreement" shall mean any Interest Hedge Agreement entered
into by the Parent, the Borrower or any Subsidiary Guarantor and any Qualified
Counterparty.

     "Spectrum" shall mean collectively, SEI III Entrepreneurs' Fund, L.P., a
Delaware limited partnership; Spectrum Equity Investors III, L.P., a Delaware
limited partnership; Spectrum Equity Investors IV, L.P., a Delaware limited
partnership; Spectrum Equity Investors Parallel IV, L.P., a Delaware limited
partnership; Spectrum III Investment Managers' Fund, L.P., a Delaware limited
partnership; and Spectrum IV Investment Managers' Fund, L.P., a Delaware limited
partnership.

     "Subordinated Debt" shall mean the aggregate principal amount of the Senior
Subordinated Notes.

     "Subsidiary" shall mean, as applied to any Person, (a) any corporation of
which more than fifty percent (50%) of the outstanding stock having ordinary
voting power to elect a majority of its board of directors, regardless of the
existence at the time of a right

                                       22

<PAGE>

of the holders of any class or classes of securities of such corporation to
exercise such voting power by reason of the happening of any contingency, or any
partnership or limited liability company of which more than fifty percent (50%)
of the outstanding Ownership Interests, is at the time owned directly or
indirectly by such Person, or by one or more Subsidiaries of such Person, or by
such Person and one or more Subsidiaries of such Person, or (b) any other entity
which is directly or indirectly controlled or capable of being controlled by
such Person, or by one or more Subsidiaries of such Person, or by such Person
and one or more Subsidiaries of such Person. All references to Subsidiaries
herein, unless explicitly referenced otherwise, are deemed to be (i)
subsidiaries of the Borrower and (ii) subsidiaries organized under the laws of
any state of the United States of America or the District of Columbia.

     "Subsidiary Guarantor" means each Person party to or that becomes party to
the Subsidiary Guaranties.

     "Subsidiary Guaranties" shall mean, collectively, those certain Subsidiary
Guaranties dated as of the Agreement Date, in favor of the Administrative Agent
and the Lenders given by each Domestic Subsidiary of the Borrower and any
similar agreements, each substantially in the form of Exhibit M attached hereto.

     "Subsidiary Pledge Agreements" shall mean, collectively, those certain
Subsidiary Pledge Agreements between each Domestic Subsidiary of the Borrower
having one or more of its own Subsidiaries, on the one hand, and the
Administrative Agent for the benefit of itself and the Lenders, on the other
hand, or any similar agreements, each substantially in the form of Exhibit N
attached hereto.

     "Subsidiary Security Agreements" shall mean, collectively, those certain
Subsidiary Security Agreements dated as of the Agreement Date, among each of its
Domestic Subsidiaries and the Administrative Agent for the benefit of itself and
the Lenders, or any similar agreements, each substantially in the form of
Exhibit O attached hereto.

     "Tax Distributions" shall mean, collectively, those (a) distributions made,
indirectly and directly, by the Borrower indirectly and directly on account of
Tax Distributions as such term is defined in the Borrower LLC Agreement and (b)
distributions made by the Parent on account of Tax Distributions as such term is
defined in the Parent LLC Agreement.

     "Taxes" shall have the meaning ascribed thereto in Section 2.10(b) hereof.

     "Term Loan B Commitment" shall mean the several obligations of the Lenders
to fund their respective portion of the Term Loan B Loans to the Borrower on the
Agreement Date, in accordance with their respective Term Loan B Commitment
Ratios, in an aggregate sum of up to $160,000,000, pursuant to the terms hereof,
as such obligations may be reduced from time to time pursuant to the terms
hereof.

     "Term Loan B Commitment Ratios" shall mean the percentages in which the
Lenders are severally bound to fund their respective portion of Advances to the
Borrower

                                       23

<PAGE>

under the Term Loan B Commitment, which are set forth under the heading "Term
Loan B Commitment" opposite such Lender's name on Schedule 1 to the Lender
Addendum delivered by such Lender, or, as the case may be, in the Assignment and
Acceptance Agreement pursuant to which such Lender became a party hereto, as the
same may be changed from time to time pursuant to the terms hereof.

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

     "Term Loan B Maturity Date" shall mean December 31, 2009, or such earlier
date as payment of the Term Loan B Loans shall be due (whether by acceleration
or otherwise).

     "Term Loan B Notes" shall mean, collectively, those certain promissory
notes in the aggregate original principal amount of $160,000,000, and issued to
each of the Lenders with a Term Loan B Commitment who requests such a Term Loan
B Note by the Borrower in the aggregate principal amount of such Lender's Term
Loan B Commitment, each one substantially in the form of Exhibit Q attached
hereto, any other promissory note issued by the Borrower to evidence the Term
Loan B Loans pursuant to this Agreement, and any extensions, renewals, or
amendments to, or replacements of, the foregoing.

     "Total Debt" shall mean, for the Parent, the Borrower and its Subsidiaries
on a consolidated basis as of any date, the sum (without duplication) of (i) the
Obligations (ii) the aggregate principal amount of the Senior Subordinated Notes
and (iii) all other Indebtedness for Money Borrowed of the Parent, the Borrower
and its Subsidiaries determined in accordance with GAAP.

     "Trademark Security Agreements" shall mean, collectively, those certain
Trademark Security Agreements dated as of the Agreement Date, among the Parent,
the Borrower or a Subsidiary of the Borrower and the Administrative Agent for
the benefit of itself and the Lenders, and shall include any similar agreements,
each substantially in the form of the exhibit attached to the Borrower Security
Agreement, Parent Security Agreement and the Subsidiary Security Agreement, if
any.

     "Transactions" shall mean the recapitalization, refinancing and other
transactions contemplated by this Agreement and the other Loan Documents and the
issuance of the Senior Subordinated Notes under the Senior Subordinated Note
Indenture.

     "U.S. Lender" shall mean each Lender that is a United States person as
defined in Section 7701(a)(30) of the Code.

               Section 1.2  Other Definitional Provisions. All definitions
contained in this Agreement are equally applicable to the singular and plural
forms of the terms defined. The words "hereof", "herein" and "hereunder" and
words of similar import referring to this Agreement refer to this Agreement as a
whole and not to any particular provision of this Agreement. The term
"continuing", "continuation" or

                                       24

<PAGE>

"continuance" means, in reference to any Default or Event of Default that has
occurred, that such Default or Event of Default has not been either cured to the
reasonable satisfaction of the Administrative Agent within the applicable grace
period (if any) specified in this Agreement or the other Loan Documents (as
applicable) or waived in writing by the requisite Lenders in accordance with
Section 11.12. Unless otherwise specified, all Article and Section references
pertain to this Agreement. Terms used herein that are defined in Article 9 of
the Uniform Commercial Code in effect in the State of New York on the date
hereof (the "UCC"), unless otherwise defined herein, shall have the meanings
specified in the UCC. All references in this Agreement to any agreement shall be
deemed to mean and refer to such agreement as it may be amended, modified or
supplemented from time to time; provided that if such amendment, modification or
supplement is required pursuant to the terms of this Agreement or any other Loan
Document to be approved by the Administrative Agent and/or the Required Lenders,
such amendment, modification or supplement shall be included only if such
required approval has been obtained.

                                    ARTICLE 2
                                    ---------

                                      Loans
                                      -----

               Section 2.1  The Loans.

          (a)   Revolving Loans. The Lenders who issued a Revolving Loan
Commitment agree, severally, in accordance with their respective Revolving Loan
Commitment Ratios and not jointly, upon the terms and subject to the conditions
of this Agreement to lend and relend to the Borrower, prior to the Revolving
Loan Maturity Date amounts which do not exceed, in the aggregate, at the time of
any Advance under the Revolving Loan Commitment the Available Revolving Loan
Commitment as then in effect. Subject to the terms and conditions hereof,
Advances under the Revolving Loan Commitment may be repaid and reborrowed from
time to time on a revolving basis.

          (b)   Term Loan B Loans. The Lenders who issued a Term Loan B
Commitment agree, severally, in accordance with their respective Term Loan B
Commitment Ratios, and not jointly, upon the terms and subject to the conditions
of this Agreement, to lend to the Borrower on the Agreement Date an amount which
does not exceed in the aggregate the Term Loan B Commitment. Once repaid,
Advances under the Term Loan B Commitment may not be reborrowed.

               Section 2.2  Manner of Borrowing and Disbursement.

          (a)   Choice of Interest Rate, Etc. Any Advance shall, at the option
of the Borrower, be made as a Base Rate Advance or a LIBOR Advance; provided,
however, that at such time as there shall have occurred and be continuing a
Default hereunder, the Borrower shall not have the right to receive or Continue
a LIBOR Advance or to Convert a Base Rate Advance to a LIBOR Advance. Any notice
given to the Administrative Agent in connection with a requested Advance
hereunder shall be given to the Administrative Agent prior to 11:00 a.m. (New
York, New York time) in

                                       25

<PAGE>

order for such Business Day to count toward the minimum number of Business Days
required. LIBOR Advances shall in all cases be subject to Section 2.3(e) and
Article 10 hereof.

          (b)   Base Rate Advances.

          (i)   Advances. The Borrower shall give the Administrative Agent in
     the case of Base Rate Advances irrevocable prior written notice in the form
     of a Request for Advance prior to 11:00 a.m. (New York, New York time) on
     the date of any requested Base Rate Advance or telephonic notice followed
     immediately by a Request for Advance; provided, however, that the
     Borrower's failure to confirm any telephonic notice with a Request for
     Advance shall not invalidate any notice so given if acted upon by the
     Administrative Agent. Upon receipt of such notice from the Borrower, the
     Administrative Agent shall promptly notify each Lender by telephone or
     telecopy of the contents thereof.

          (ii)  Repayments and Conversions. The Borrower may (A) repay or prepay
     a Base Rate Advance without regard to its Payment Date upon irrevocable
     prior written notice in the form of a Notice of Conversions, Continuations,
     or Prepayments or telephonic notice followed immediately by a Notice of
     Conversions, Continuations, or Prepayments, (B) continue all or a portion
     of the principal amount thereof as a Base Rate Advance upon irrevocable
     prior written notice in the form of a Notice of Conversions, Continuations,
     or Prepayments, (C) upon at least three (3) Business Days' irrevocable
     prior written notice in the form of a Notice of Conversions, Continuations,
     or Prepayments, or telephonic notice followed immediately by a Notice of
     Conversions, Continuations, or Prepayments Convert all or a portion of the
     principal thereof as one or more LIBOR Advances, or (D) elect to not
     reborrow all or any portion of such Base Rate Advance. On the date
     indicated by the Borrower, such Base Rate Advance shall be so continued or
     Converted, as applicable. The failure to give timely notice hereunder with
     respect to the Payment Date of any Base Rate Advance shall be considered a
     request for a Base Rate Advance.

          (c)   LIBOR Advances.

          (i)   Advances. Upon request of the Borrower, the Administrative
     Agent, whose determination shall be conclusive, shall determine the
     available LIBOR Bases and shall notify the Borrower of such LIBOR Bases.
     The Borrower shall give the Administrative Agent in the case of LIBOR
     Advances at least three (3) Business Days' irrevocable prior written notice
     in the form of a Request for Advance or prior telephonic notice followed
     immediately by a Request for Advance; provided, however, that the
     Borrower's failure to confirm any telephonic notice with a Request for
     Advance shall not invalidate any notice so given if acted upon by the
     Administrative Agent. Upon receipt of such notice from the Borrower, the
     Administrative Agent shall promptly notify each Lender by telephone
     (followed promptly by telecopy) or telecopy of the contents thereof.

                                       26

<PAGE>

          (ii)  Conversions and Continuations. At least three (3) Business Days
     prior to the Payment Date for each LIBOR Advance, the Borrower shall give
     the Administrative Agent irrevocable prior written notice in the form of a
     Notice of Conversions, Continuations or Prepayments or prior telephonic
     notice followed immediately by a Notice of Conversions, Continuations or
     Prepayments specifying whether all or a portion of such LIBOR Advance (A)
     is to be Continued in whole or in part as one or more LIBOR Advances, (B)
     is to be Converted in whole or in part as a Base Rate Advance, or (C) is to
     be repaid. The failure to give such notice shall preclude the Borrower from
     Continuing such Advance as a LIBOR Advance on its Payment Date and shall be
     considered a request to Convert such Advance to a Base Rate Advance. Upon
     such Payment Date such LIBOR Advance will, subject to the provisions
     hereof, be so Continued, Converted or repaid, as applicable. Upon receipt
     of such notice from the Borrower, the Administrative Agent shall promptly
     notify each Lender by telephone (followed promptly by telecopy) or telecopy
     of the contents thereof.

          (d)   Notification of Lenders. Upon receipt of a Request for Advance
or a Notice of Conversions, Continuations or Prepayments from the Borrower with
respect to any outstanding Advance prior to the Payment Date for such Advance,
the Administrative Agent shall promptly but no later than the close of business
on the day of such notice notify each Lender by telephone or telecopy of the
contents thereof and the amount of such Lender's portion of the Advance. Each
Lender shall, not later than 12:00 noon (New York, New York time) on the date of
borrowing specified in such notice, make available to the Administrative Agent
at the Administrative Agent's Office, or at such account as the Administrative
Agent shall designate, the amount of its portion of any Advance which represents
an additional borrowing hereunder in immediately available funds.

          (e)   Disbursement.

          (i)   Prior to 3:00 p.m. (New York, New York time) on the date of an
     Advance hereunder (other than in connection with a Continuation or
     Conversion), the Administrative Agent shall, subject to the satisfaction of
     the conditions set forth in Article 3 hereof, disburse the amounts made
     available to the Administrative Agent by the Lenders in like funds by (A)
     transferring the amounts so made available by wire transfer pursuant to the
     Borrower's instructions, or (B) in the absence of such instructions,
     crediting the amounts so made available to the account of the Borrower
     maintained with the Administrative Agent.

          (ii)  Unless the Administrative Agent shall have received notice from
     a Lender prior to 12:00 noon (New York time) on the date of any Advance
     that such Lender will not make available to the Administrative Agent such
     Lender's ratable portion of such Advance, the Administrative Agent may
     assume that such Lender has made or will make such portion available to the
     Administrative Agent on the date of such Advance and the Administrative
     Agent may in its sole discretion and in reliance upon such assumption, make
     available to the Borrower

                                       27

<PAGE>

     on such date a corresponding amount. If and to the extent the Lender does
     not make such ratable portion available to the Administrative Agent, such
     Lender agrees to repay to the Administrative Agent on demand such
     corresponding amount together with interest thereon, for each day from the
     date such amount is made available to the Borrower until the date such
     amount is repaid to the Administrative Agent, (A) at the Federal Funds
     Effective Rate if the Lender makes such repayment within three (3) Business
     Days of the date of such Advance and (B) for each day after such third
     (3rd) Business Day, at the rate per annum applicable to Base Rate Advances.

          (iii) If such Lender shall repay to the Administrative Agent such
     corresponding amount, such amount so repaid shall constitute such Lender's
     portion of the applicable Advance for purposes of this Agreement. If such
     Lender does not repay such corresponding amount immediately upon the
     Administrative Agent's demand therefor, the Administrative Agent shall
     notify the Borrower and the Borrower shall immediately pay such
     corresponding amount to the Administrative Agent, with interest at the
     LIBOR Basis or Base Rate Basis applicable to such Advance. The failure of
     any Lender to fund its portion of any Advance shall not relieve any other
     Lender of its obligation, if any, hereunder to fund its respective portion
     of the Advance on the date of such borrowing, but no Lender shall be
     responsible for any such failure of any other Lender.

          (iv)  In the event that, at any time when the Borrower is not in
     Default and has otherwise satisfied each of the conditions in Section 3.2
     hereof, a Lender for any reason fails or refuses to fund its portion of an
     Advance (any such Lender being a "Defaulting Lender"), then, until such
     time as such Defaulting Lender has funded its portion of such Advance
     (which late funding shall not absolve such Lender from any liability it may
     have to the Borrower), or all other Lenders have received payment in full
     from the Borrower (whether by repayment or prepayment) or otherwise of the
     principal and interest due in respect of such Advance, such Defaulting
     Lender shall not have the right (A) to vote regarding any issue on which
     voting is required or advisable under this Agreement or any other Loan
     Document, and such Defaulting Lender's portion of the Loans shall not be
     counted as outstanding for purposes of determining "Required Lenders"
     hereunder, and (B) to receive payments of principal, interest or fees from
     the Borrower, the Administrative Agent or the other Lenders in respect of
     its portion of the Loans.

          (f)   Procedure for Term Loan Borrowing. The Borrower shall deliver to
the Administrative Agent a Request for Advance (which Request for Advance must
be received by the Administrative Agent prior to 10:00 A.M., New York City time,
one Business Day prior to the anticipated Agreement Date) requesting that the
Term Loan B Lenders make the Term Loan B Loans on the Agreement Date. The Term
Loan B Loans made on the Agreement Date shall initially be Base Rate Advance,
and no Term Loan B Loan may be converted into or continued as a LIBOR Advance
prior to July 1, 2003 or such earlier date as may be reasonably acceptable to
the Administrative Agent. Upon receipt of such Request for Advance the
Administrative Agent shall promptly notify each

                                       28

<PAGE>

Term Loan B Lender thereof. Not later than 12:00 Noon, New York City time,
on the Agreement Date each Term Loan B Lender shall make available to the
Administrative Agent at the Funding Office an amount in immediately available
funds equal to the Term Loan B Loan or Term Loan B Loans to be made by such Term
Loan B Lender. The Administrative Agent shall make available to the Borrower the
aggregate of the amounts made available to the Administrative Agent by the Term
Loan B Lenders, in like funds as received by the Administrative Agent.

               Section 2.3  Interest.

          (a)   On Base Rate Advances. Interest on each Base Rate Advance shall
be computed on the basis of a year of 365/366 days (360 days to the extent based
on the Federal Funds Effective Rate) for the actual number of days elapsed
(which shall include the first day of such Interest Period but exclude the last
day) and shall be payable at the Base Rate Basis for such Advance, in arrears on
the applicable Payment Date. Interest on Base Rate Advances then outstanding
shall also be due and payable on the Revolving Loan Maturity Date or the Term
Loan B Maturity Date, as applicable.

          (b)   On LIBOR Advances. Interest on each LIBOR Advance shall be
computed on the basis of a 360-day year for the actual number of days elapsed
(which shall include the first day of such Interest Period but exclude the last
day) and shall be payable at the LIBOR Basis for such Advance, in arrears on the
applicable Payment Date, and, in addition, if the Interest Period for a LIBOR
Advance exceeds three (3) months, interest on such LIBOR Advance shall also be
due and payable in arrears on every three-month anniversary of the beginning of
such Interest Period. Interest on LIBOR Advances then outstanding shall also be
due and payable on the Revolving Loan Maturity Date or the Term Loan B Maturity
Date, as applicable.

          (c)   Interest if no Notice of Selection of Interest Rate Basis. If
the Borrower fails to give the Administrative Agent timely notice of its
selection of a LIBOR Basis, or if for any reason a determination of a LIBOR
Basis for any Advance is not timely concluded, the Base Rate Basis shall apply
to such Advance.

          (d)   Interest Upon Default. Immediately upon the occurrence of a
Default or an Event of Default hereunder, the outstanding principal balance of
the Loans (and any fees thereof) shall bear interest at the Default Rate. Such
interest shall be payable by the Borrower on demand by the Required Lenders and
shall accrue from the occurrence of such Default or Event of Default until the
earlier of (i) waiver or cure of the applicable Event of Default, (ii) agreement
by the Required Lenders (or, if applicable to the underlying Event of Default,
the Lenders) to rescind the charging of interest at the Default Rate, or (iii)
payment in full of the Obligations.

          (e)   LIBOR Contracts. At no time may the number of outstanding LIBOR
Advances exceed eight (8).

          (f)   Applicable Margin.

                                       29

<PAGE>

          (i)   Revolving Loans. The Applicable Margin with respect to Revolving
     Loans shall be subject to reduction or increase, as applicable, and as set
     forth in the tables below, based upon the Leverage Ratio of the Borrower
     set forth on a pro forma basis in any Request for Advance and as reflected
     in the financial statements required to be delivered for the fiscal quarter
     most recently ended pursuant to Section 6.1 or Section 6.2 hereof. The
     adjustment provided for in this Section 2.3(f) shall be effective (A) with
     respect to an increase of the Applicable Margin, as of the second (2nd)
     Business Day after the earlier of (1) with respect to Base Rate Advances,
     the day on which any Request for Advance is delivered, (2) with respect to
     LIBOR Advances, the day on which the requested Advance is made or (3) the
     day on which financial statements are required to be delivered to the
     Administrative Agent pursuant to Sections 6.1 and 6.2 hereof, as the case
     may be, and (B) with respect to a decrease in the Applicable Margin, as of
     the second (2nd) Business Day after the earlier of (1) with respect to Base
     Rate Advances, the day on which any Request for Advance is delivered, (2)
     with respect to LIBOR Advances, the day on which the requested Advance is
     made or (3) except with respect to Interest Periods ending (or other
     payments of interest occurring) before the date that such financial
     statements are actually delivered to the Administrative Agent, the day on
     which such financial statements are required to be delivered to the
     Administrative Agent pursuant to Section 6.1 or 6.2 hereof. Notwithstanding
     the foregoing, if the Borrower shall fail to deliver financial statements
     within forty-five (45) days after the end of any of the first three fiscal
     quarters of the Borrower's fiscal year (or within ninety (90) days after
     the end of the last fiscal quarter of the Borrower's fiscal year), as
     required by Sections 6.1 or 6.2 hereof, it shall be conclusively presumed
     that the Applicable Margin is based upon a Leverage Ratio equal to the
     highest level set forth in the table below for the period from and
     including the forty-sixth (46th) day (or ninety-first (91st) day, in the
     case of the last quarter) after the end of such fiscal quarter, as the case
     may be, to the Business Day following the delivery by the Borrower to the
     Administrative Agent of such financial statements:

-------------------------------------------------------------------------------
                                                  Base Rate       LIBOR Advance
                                             Advance Applicable    Applicable
             Leverage Ratio                        Margin            Margin
-------------------------------------------------------------------------------
A.  Greater than or equal to 5.50 to 1.00                  2.50%           3.50%
-------------------------------------------------------------------------------
B.  Greater than or equal to 4.50 to 1.00,                 2.25%           3.25%
    but less than 5.50 to 1.00
-------------------------------------------------------------------------------
C.  Greater than or equal to 4.00 to 1.00,                 2.00%           3.00%
    but less than 4.50 to 1.00
-------------------------------------------------------------------------------
D.  Less than 4.00 to 1.00                                 1.75%           2.75%
-------------------------------------------------------------------------------

          (ii)  Term Loan B Loans. The Applicable Margin with respect to Term
     Loan B Loans shall be for Base Rate Advances, 2.25% and for LIBOR Advances,
     3.25%.

               Section 2.4  Commitment Fee. The Borrower agrees to pay to the
Administrative Agent for the account of each of the Lenders in accordance with
its

                                       30

<PAGE>

respective Revolving Loan Commitment Ratio, a commitment fee on the aggregate
unborrowed balance of the Revolving Loan Commitment for each day from the
Agreement Date until the Revolving Loan Maturity Date, at a rate of one-half of
one percent (0.50%) per annum. Such commitment fee shall be computed on the
basis of a year of 360 days for the actual number of days elapsed (which shall
include the first day of such Interest Period but exclude the last day), shall
be payable quarterly in arrears on the last Business Day of each calendar
quarter, and shall be fully earned when due, and shall be non-refundable when
paid. A final payment of any commitment fee then payable shall also be due and
payable on the Revolving Loan Maturity Date.

               Section 2.5  Optional Commitment Reductions. The Borrower shall
have the right, at any time and from time to time after the Agreement Date, upon
at least three (3) Business Days' prior written notice which written notice
shall be a Notice of Conversions, Continuations or Prepayments in substantially
the form set forth on Exhibit E attached hereto to the Administrative Agent,
without premium or penalty, to cancel or reduce permanently all or a portion of
the Revolving Loan Commitment on a pro rata basis among the Lenders, provided,
however, that any such partial reduction shall be made in an amount not less
than $1,000,000 and in integral multiples of not less than $500,000. As of the
date of cancellation or reduction set forth in such notice, the Revolving Loan
Commitment shall be permanently reduced to the amount stated in the Borrower's
notice for all purposes herein, and the Borrower shall pay to the Administrative
Agent for the Lenders the amount necessary to reduce the principal amount of the
Revolving Loans then outstanding to not more than the amount of the Revolving
Loan Commitment as so reduced, together with accrued interest on the amount so
prepaid and commitment fees accrued through the date of the reduction with
respect to the amount reduced.

               Section 2.6  Optional Prepayments. The principal amount of any
Base Rate Advance may be prepaid in full or ratably in part at any time, without
penalty and without regard to the Payment Date for such Advance. LIBOR Advances
may be prepaid prior to the applicable Payment Date, upon three (3) Business
Days' prior written notice which written notice shall be a Notice of
Conversions, Continuations or Prepayments in substantially the form set forth on
Exhibit E attached hereto to the Administrative Agent, provided that the
Borrower shall reimburse the Lenders and the Administrative Agent, on demand by
the applicable Lender or the Administrative Agent, for any loss or reasonable
out-of-pocket expense incurred by any Lender or the Administrative Agent in
connection with such prepayment, as set forth in Sections 2.10 and 2.11 hereof.
Any prepayment hereunder shall be in amounts of not less than $1,000,000 and in
integral multiples of $250,000. Prepayments of the Term Loan B Loans under this
Section 2.6 shall be applied to the principal amount of the Term Loan B Loans in
the order directed by the Borrower.

               Section 2.7  Repayments.

          (a)   Term Loan B Loans. Commencing on September 30, 2003, the
principal balance of the Term Loan B Loans outstanding on September 29, 2003
shall be repaid in consecutive quarterly installments on the last day of each
calendar quarter

                                       31

<PAGE>

ending during the periods set forth below until paid in full in such amounts as
follows (or such lesser amounts as they may be reduced pursuant to Section
2.8(e)):

                                                     Quarterly Percentage
                                                   Repayment of Term Loan B
                                                   Loans outstanding as of
             Quarters Ended                           September 29, 2003
-----------------------------------------------    ------------------------
September 30, 2003                                                     0.25%
 and December 31, 2003
March 31, 2004, June 30, 2004,                                         0.25%
 September 30, 2004, and December 31, 2004
March 31, 2005, June 30, 2005,                                         0.25%
 September 30, 2005, and December 31, 2005
March 31, 2006, June 30, 2006,                                         0.25%
 September 30, 2006, and December 31, 2006
March 31, 2007, June 30, 2007,                                         0.25%
 September 30, 2007, and December 31, 2007
March 31, 2008, June 30, 2008,                                         0.25%
 September 30, 2008, and December 31, 2008
March 31, 2009, June 30, 2009,                                         0.25%
 September 30, 2009 and December 31, 2009                              47.0%

          (b)   Loans in Excess of Revolving Loan Commitment. If, at any time,
the amount of the Revolving Loans then outstanding shall exceed the Revolving
Loan Commitment, the Borrower shall, on such date and subject to Sections 2.10
and 2.11 hereof, make a repayment of the principal amount of the Revolving Loans
in an amount equal to such excess, together with any accrued interest and fees
with respect thereto.

          (c)   Revolving Loan Maturity Date and Term Loan B Maturity Date. In
addition to the foregoing, a final payment of all Revolving Loans, together with
accrued interest and fees with respect thereto, shall be due and payable on the
Revolving Loan Maturity Date and the Term Loan B Loans, together with accrued
interest and fees with respect thereto, shall be due and payable on the Term
Loan B Maturity Date.

               Section 2.8  Mandatory Prepayments and Commitment Reductions.

          (a)   Sales of Assets. In addition to the repayments set forth in
Section 2.7(a) hereof, on the first Business Day following the receipt of Net
Proceeds (Asset Sales) the Term Loan B Loans shall be repaid, and/or the
Revolving Loan Commitment reduced, by an amount equal to the Net Proceeds (Asset
Sales), together with accrued interest on the portion of the Loans repaid, from
any sales, leases, transfers, or other dispositions of the Parent's, the
Borrower's or any of its Subsidiaries' assets (excluding such sales, leases,
transfers or other dispositions in the ordinary course of the Parent's, the
Borrower's or any of its Subsidiaries' business or permitted pursuant to Section
7.4 hereof); provided, however, that no such repayment shall be required if the
Borrower notifies the Administrative Agent on or before the date such repayment
would otherwise

                                       32

<PAGE>

be required under this Section 2.8(a) that the Borrower intends to use any or
all of such Net Proceeds (Asset Sales) to invest in assets necessary or useful
in the business of the Borrower within one hundred twenty (120) days of the date
of such sale, lease, transfer or other disposition, in which case, the repayment
of the Loans which is otherwise required under this Section 2.8(a) up to the
amount of the Net Proceeds (Asset Sales) to be reinvested pursuant to this
Section 2.8(a) need not be made, but if all or part of such Net Proceeds (Asset
Sales) are not used within such one hundred twenty (120) day period, then the
Loans shall be repaid by an amount equal to the Net Proceeds (Asset Sales)
calculated based on the portion of Net Proceeds (Asset Sales) not invested
pursuant to this Section 2.8(a) on the one hundred twenty-first (121st) day
following such sale, lease, transfer or other disposition. Any Lender with Term
Loan B Loans may refuse such repayment under this Section 2.8(a) upon delivery
on or prior to the date of such repayment of written notice to the
Administrative Agent evidencing such refusal.

          (b)   Equity Issuances. In addition to the repayments set forth in
Section 2.7(a) hereof, on the first Business Day following the receipt of any
Net Proceeds (Ownership Interests) the Term Loan B Loans shall be repaid, and/or
the Revolving Loan Commitment shall be reduced, by the amount of the Net
Proceeds (Ownership Interests) (including any amounts received by the Borrower
from or on behalf of the Parent as equity contributions, other than amounts
contributed to permit the Borrower to make the payments contemplated under
Section 7.7(e) hereof), together with accrued interest on the portion of the
Loans repaid; provided, that any Lender with Term Loan B Loans may refuse such
repayment under this Section 2.8(b) upon delivery on or prior to the date of
such repayment of written notice to the Administrative Agent evidencing such
refusal.

          (c)   Debt Issuances. In addition to the repayments set forth in
Section 2.7(a) hereof, if any Indebtedness shall be incurred other than in
accordance with Section 7.1 (except for the refinancing of the Senior
Subordinated Notes with the issuance of new Senior Subordinated Notes pursuant
to Sections 7.1(b) and (j) so long as the aggregate principal amount of Senior
Subordinated Notes does not exceed $150,000,000 at any time), then on the first
Business Day following the receipt of any Net Proceeds (Indebtedness), the Term
Loan B Loans shall be repaid, and/or the Revolving Loan Commitment shall be
reduced, by the amount of the Net Proceeds (Indebtedness), together with accrued
interest on the portion of the Loans repaid; provided, that any Lender with Term
Loan B Loans may refuse such repayment under this Section 2.8(c) upon delivery
on or prior to the date of such repayment of written notice to the
Administrative Agent evidencing such refusal.

          (d)   Annual Excess Cash Flow. In addition to the repayments set forth
in Section 2.7(a) hereof, commencing on April 30, 2004, and continuing on each
April 30th thereafter, the Term Loan B Loans shall be repaid, and/or the
Revolving Loan Commitment shall be reduced, by an amount equal to the Excess
Cash Flow Amount for the most recently completed fiscal year, together with
accrued interest on the portion of the Loans repaid. On or prior to April 15th
of each year, the Borrower shall provide to the Administrative Agent written
notice that there shall be a mandatory prepayment equal to the Excess Cash Flow
Amount for the most recently completed fiscal year. As promptly as practicable
after receipt by the Administrative Agent of such notice from the

                                       33

<PAGE>

Borrower, but no later than April 20th, the Administrative Agent shall send to
each Term Loan B Lender notice which shall indicate the total prepayment amount
along with the applicable Lender's pro rata share of the prepayment amount. Any
Lender with Term Loan B Loans may refuse such repayment under this Section
2.8(d) upon delivery on or prior to April 25th of each year of written notice to
the Administrative Agent evidencing such refusal. As promptly as practicable
after receipt by the Administrative Agent of such notice from any Term Loan B
Lender, but no later than April 29th, the Administrative Agent shall provide
such notice of refusal to the Borrower.

          (e)   Application of Payments. Amounts to be applied in connection
with prepayments and Commitment reductions made pursuant to this Section 2.8
shall be applied, first, to the prepayment of the Term Loan B Loans and, second,
to reduce permanently the Revolving Loan Commitments. Each such prepayment of
the Term Loan B Loans shall be applied pro rata to the remaining installments
set forth in Section 2.7(a) hereof. Any reduction of the Revolving Loan
Commitments shall be accompanied by a prepayment of the Revolving Loan (if any
are outstanding) to an amount not greater than the reduced Revolving Loan
Commitment. In the event any Term Loan B Lender refuses any mandatory prepayment
as provided herein, the Borrower shall retain such remaining portion of such
mandatory prepayment amount refused by such Term Loan B Lender.

               Section 2.9  Notes; Loan Accounts.

          (a)   The Loans shall be repayable in accordance with the terms and
provisions set forth herein and shall be evidenced by the Notes, if requested by
a Lender. One Revolving Note, and one Term Loan B Note shall be payable to the
order of each Lender and its registered assigns, if requested by such Lender, in
accordance with such Lender's respective applicable Commitment Ratio. Such Notes
shall be issued by the Borrower to any Lender upon the request of such Lender
and shall be duly executed and delivered by one or more Authorized Signatories.

          (b)   Each Lender may open and maintain on its books in the name of
the Borrower a loan account with respect to its portion of the Loans and
interest thereon. Each Lender which opens such a loan account shall debit such
loan account for the principal amount of its portion of each Advance made by it
and accrued interest thereon, and shall credit such loan account for each
payment on account of principal of or interest on its Loans. The records of a
Lender with respect to the loan account maintained by it shall be prima facie
evidence of its portion of the Loans and accrued interest thereon absent
manifest error, but the failure of any Lender to make any such notations or any
error or mistake in such notations shall not affect the Borrower's repayment
obligations with respect to such Loans.

               Section 2.10 Manner of Payment.

          (a)   Each payment (including, without limitation, any prepayment) by
the Borrower on account of the principal of or interest on the Loans, commitment
fees and any other amount owed to the Lenders or the Administrative Agent or any
of them

                                       34

<PAGE>

under this Agreement, the Notes or any other Loan Document shall be made not
later than 2:00 p.m. (New York, New York time) on the date specified for payment
under this Agreement to the Administrative Agent at the Administrative Agent's
Office, for the account of the Lenders or the Administrative Agent, as the case
may be, in lawful money of the United States of America in immediately available
funds. Any payment received by the Administrative Agent after 2:00 p.m. (New
York, New York time) shall be deemed received on the next Business Day. Receipt
by the Administrative Agent of any payment intended for any Lender or Lenders
hereunder prior to 2:00 p.m. (New York, New York time) on any Business Day shall
be deemed to constitute receipt by such Lender or Lenders on such Business Day.
In the case of a payment for the account of a Lender, the Administrative Agent
will promptly thereafter distribute the amount so received in like funds to such
Lender. If the Administrative Agent shall not have received any payment from the
Borrower as and when due, the Administrative Agent will promptly notify the
Lenders accordingly. In the event that the Administrative Agent shall fail to
make distribution to any Lender as required under this Section 2.10, the
Administrative Agent agrees to pay such Lender interest from the date such
payment was due until paid at the Federal Funds Effective Rate.

          (b)   The Borrower and each other Loan Party agrees to pay principal,
interest, fees and all other amounts due hereunder, under the Notes and under
any other Loan Document without set-off or counterclaim or any deduction
whatsoever and free and clear of all present or future taxes, levies, imposts,
duties, charges, fees, deductions and withholdings (other than Excluded Taxes,
collectively, "Taxes"). Subject to the compliance by each Lender with the
provisions of Section 2.14 hereof, if the Borrower or any other Loan Party is
required by Applicable Law to deduct any Taxes or Other Taxes from or in respect
of any sum payable to the Administrative Agent or any Lender hereunder, under
any Note or under any other Loan Document: (i) the sum payable hereunder or
thereunder, as applicable, shall be increased to the extent necessary to provide
that, after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.10(b)), the Administrative Agent or
such Lender, as applicable, receives an amount equal to the sum it would have
received had no such deductions been made; (ii) the Borrower or such other Loan
Party shall make such deductions from such sums payable hereunder or thereunder,
as applicable, and pay the amount so deducted to the relevant taxing authority
as required by Applicable Law; and (iii) the Borrower or such other Loan Party
shall provide the Administrative Agent or such Lender, as applicable, with
evidence satisfactory to the Administrative Agent or such Lender, as applicable,
that such deducted amounts have been paid to the relevant taxing authority. If
the Parent, the Borrower or any of its Subsidiaries pays any additional amounts
under this Section 2.10(b) to a Lender and such Lender determines, in its sole
discretion exercised in good faith, that it has actually received or realized in
connection therewith any refund or reduction of, or credit against, its tax
liability in or with respect to the taxable year in which the additional amount
is paid (a "Tax Benefit"), such Lender shall pay to the Borrower an amount that
the Lender shall determine, in its sole discretion exercised in good faith, is
equal to the net benefit after tax, which was obtained by the Lender in such
year as a consequence of such Tax Benefit. If the Borrower determines in good
faith that a reasonable basis exists for contesting any Taxes for which
indemnification has been demanded hereunder, the relevant Lender or the

                                       35

<PAGE>

Administrative Agent, as applicable, shall, if so requested by the Borrower in
writing, reasonably cooperate with the Borrower in challenging such Taxes at the
Borrower's sole expense. Nothing contained in this Section 2.10(b) shall
interfere with the right of each of the Lenders or the Administrative Agent, as
the case may be, to arrange its tax affairs in whatever manner it thinks fit,
nor to disclose any information or any computations relating to its tax affairs
or to do anything that would prejudice its ability to benefit from other
credits, relief, remissions, repayments or refunds to which it may be entitled.
In the event that the Borrower or any other Loan Party withholds a portion of
any payment hereunder or under any Note or other Loan Document in accordance
with this Section 2.10(b), the Borrower or such other Loan Party shall provide
evidence that such Other Taxes and such Taxes of any nature whatsoever in
respect of this Agreement, any Loan or any Note or other Loan Document shall
have been paid to the appropriate taxing authorities by delivery to the
Administrative Agent and the Lender on whose account such payment was made of
the official tax receipts or notarized copies of such receipts within thirty
(30) days after payment of such Tax or Other Tax, as the case may be. If the
Borrower or any other Loan Party fails to make any such payment of such Taxes
and Other Taxes when due, the Borrower and each other Loan Party shall indemnify
the Administrative Agent and the Lenders for the full amount of any such Taxes
or Other Taxes, as the case may be, paid by such Lender or the Administrative
Agent, as the case may be, and any incremental taxes, interest or penalties that
may become payable by the Administrative Agent or any Lender as a result of any
such failure, except to the extent such Taxes arise from the gross negligence of
such Lender. For any period with respect to which a Lender has failed to provide
the Borrower with the appropriate form as required by Section 2.14 (other than
if such failure is due to a change in Applicable Law occurring subsequent to the
date on which a form originally was required to be provided), such Lender shall
not be entitled to indemnification with respect to withholding taxes imposed by
the United States and the Borrower shall be allowed to deduct from payments to
such Lender hereunder and under any Note or other Loan Document, the amount of
any such withholding taxes paid by the Borrower. Each Lender will promptly
notify the Borrower and the Administrative Agent of any event of which it has
knowledge, occurring after the date hereof, which will modify or render invalid
any claimed exemption from United States withholding tax and will, if requested
by the Borrower, use reasonable best efforts (taking into account overall
internal policy, legal and regulatory considerations) to designate a different
lending office if such designation will avoid the need for, or reduce the amount
of, any deduction or withholding for taxes from amounts payable to such Lender
and will not, in the sole reasonable judgment of such Lender made in good faith,
be otherwise disadvantageous to such Lender. The agreements in this Section
2.10(b) shall survive the termination of this Agreement and the payment of the
Loans and all other amounts payable hereunder.

          (c)   Prior to the declaration of an Event of Default under
Section 8.2 hereof, if some but less than all amounts due from the Borrower are
received by the Administrative Agent with respect to the Obligations, the
Administrative Agent shall distribute such amounts in the following order of
priority, all in accordance where applicable with the respective Commitment
Ratios of the Lenders for the applicable Commitment: (i) to the payment of any
fees or expenses then due and payable to the Administrative Agent and the
Lenders, or any of them; (ii) to the payment of interest then

                                       36

<PAGE>

due and payable on the Loans; (iii) to the payment of all other amounts not
otherwise referred to in this Section 2.10(c) then due and payable to the
Administrative Agent and the Lenders, or any of them, hereunder or under the
Notes or any other Loan Document; (iv) to the payment of principal then due and
payable on the Loans made under the Term Loan B Commitment; and (v) to the
payment of principal then due and payable on the Loans made under the Revolving
Loan Commitment.

          (d)   Subject to any contrary provisions in the definition of Interest
Period, if any payment under this Agreement or any of the other Loan Documents
is specified to be made on a day which is not a Business Day, it shall be made
on the next Business Day, and such extension of time shall in such case be
included in computing interest and fees, if any, in connection with such
payment.

               Section 2.11 Reimbursement.

          (a)   Whenever any Lender shall sustain or incur any loss or
reasonable out-of-pocket expenses in connection with (i) failure by the Borrower
to borrow any LIBOR Advance after having given notice of its intention to borrow
in accordance with Section 2.2 hereof (whether by reason of the Borrower's
election not to proceed or the non-fulfillment of any of the conditions set
forth in Article 3), or (ii) prepayment (or failure to prepay after giving
notice thereof) of any LIBOR Advance in whole or in part for any reason, the
Borrower agrees to pay to such Lender, upon such Lender's demand, an amount
sufficient to compensate such Lender for all such losses and out-of-pocket
expenses. Such Lender's good faith determination of the amount of such losses or
out-of-pocket expenses, as set forth in writing and accompanied by calculations
in reasonable detail demonstrating the basis for its demand, shall be
conclusively correct absent manifest error.

          (b)   Losses subject to reimbursement hereunder shall include, without
limiting the generality of the foregoing, lost margins, expenses incurred by any
Lender or any participant of such Lender permitted hereunder in connection with
the re-employment of funds prepaid, paid, repaid, not borrowed, or not paid, as
the case may be, and will be payable whether the Revolving Loan Maturity Date or
Term Loan B Maturity Date is changed by virtue of an amendment hereto (unless
such amendment expressly waives such payment) or as a result of acceleration of
the Obligations.

               Section 2.12 Pro Rata Treatment.

          (a)   Advances. Each Advance from the Lenders under the Revolving Loan
Commitments made on or after the Agreement Date, shall be made pro rata on the
basis of the respective Revolving Loan Commitment Ratios of such Lenders. On the
Agreement Date, each Advance from the Lenders having Term Loan B Commitments
shall be made pro rata on the basis of the respective Term Loan B Commitment
Ratios of such Lenders.

          (b)   Payments. Except as provided in Section 2.2(e) and Article 10
hereof, each payment and prepayment of principal of the Loans, and each payment
of

                                       37

<PAGE>

interest on the Loans, shall be made to the Lenders pro rata on the basis of
their respective unpaid principal amounts outstanding hereunder immediately
prior to such payment or prepayment. If any Lender shall obtain any payment
(whether involuntary, through the exercise of any right of set-off, or
otherwise) on account of the Loans in excess of its ratable share of the
applicable Loans under its applicable Commitment Ratio, such Lender shall
forthwith purchase from the other Lenders such participations in the portion of
the applicable Loans made by them as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, such purchase from each Lender shall be rescinded and
such Lender shall repay to the purchasing Lender the purchase price to the
extent of such recovery. The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.12(b) may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such
participation.

               Section 2.13 Capital Adequacy. If after the date hereof, the
adoption of any Applicable Law regarding the capital adequacy of banks or bank
holding companies, or any change in Applicable Law (other than changes that are
effective after the Agreement Date but result from the adoption of any
Applicable Law prior to the Agreement Date) or any change in the interpretation
or administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by such Lender with any directive regarding capital adequacy (whether
or not having the force of law) of any such governmental authority, central bank
or comparable agency made subsequent to the date hereof, has or would have the
effect of reducing the rate of return on any Lender's capital as a consequence
of its obligations hereunder with respect to the Loans and the Revolving Loan
Commitment to a level below that which it could have achieved but for such
adoption, change or compliance (taking into consideration such Lender's policies
with respect to capital adequacy immediately before such adoption, change or
compliance and assuming that such Lender's capital was fully utilized prior to
such adoption, change or compliance) by an amount reasonably deemed by such
Lender to be material, then, upon the earlier of ten (10) days after demand by
such Lender or the Maturity Date, the Borrower shall promptly pay to such Lender
such additional amounts as shall be sufficient to compensate such Lender for
such reduced return, together with interest on such amount from the tenth (10th)
day after the date of demand or the Maturity Date, until payment in full thereof
at the Default Rate. Before giving any notice to the Administrative Agent
pursuant to this Section 2.13, such Lender shall designate a different lending
office if such designation will avoid the need for giving such notice and will
not, in the sole reasonable judgment of such Lender, be otherwise materially
disadvantageous to such Lender. Notwithstanding the foregoing, the Borrower
shall only be obligated to compensate such Lender for any amount under this
subsection arising or occurring during (i) in the case of each such request for
compensation, any time or period commencing not more than ninety (90) days prior
to the date on which such Lender submits such request and (ii) any other time or
period during which, because of the unannounced retroactive application of such
law, regulation, interpretation, request or

                                       38

<PAGE>

directive, such Lender could not have known that the resulting reduction in
return might arise. A certificate of such Lender setting forth the amount to be
paid to such Lender by the Borrower as a result of any event referred to in this
paragraph and supporting calculations in reasonable detail shall be
presumptively correct absent manifest error.

               Section 2.14 Lender Tax Forms. On or prior to the Agreement Date,
and prior to the date on which any Person becomes a Lender hereunder, and from
time to time thereafter if required by Applicable Law due to a change in
circumstances or if reasonably requested by the Borrower or the Administrative
Agent (unless such Lender is unable to do so by reasons of change in Applicable
Law), each Foreign Lender and each U.S. Lender shall provide the Administrative
Agent and the Borrower with an accurate and duly completed United States
Internal Revenue Service Form W-8ECI, Form W-8BEN, or Form W-9, as the case may
be, or other applicable or successor form, certificate or document prescribed by
the United States Internal Revenue Service certifying as to such Lender's
entitlement to full exemption from United States withholding tax with respect to
all payments to be made to such Lender hereunder or under any Note or other Loan
Document. Solely for purposes of this Section 2.14, a U.S. Lender shall not
include a Lender that, in the determination of the Borrower or the
Administrative Agent, is treated as an exempt recipient based on the indicators
described in Treasury Regulation section 1.6049-4(c)(1)(ii).

                                    ARTICLE 3
                                    ---------

                              Conditions Precedent
                              --------------------

               Section 3.1  Conditions Precedent to Initial Advance. The
effectiveness of this Agreement and the obligation of the Lenders to undertake
the Revolving Loan Commitment and the Term Loan B Commitment and to make the
initial Advance hereunder are subject to the prior or contemporaneous
fulfillment of each of the following conditions:

          (a)     The Administrative Agent and the Lenders shall have received
each of the following:

          (i)     this Agreement duly executed by the Borrower and a Lender
     Addendum executed and delivered by each Lender and accepted by the
     Borrower;

          (ii)    duly executed Parent Guaranty;

          (iii)   duly executed Subsidiary Guaranty for each Domestic Subsidiary
     of the Borrower;

          (iv)    duly executed Parent Security Agreement;

          (v)     duly executed Parent Pledge Agreement, together with stock
     certificates and undated stock powers;

          (vi)    duly executed Borrower Security Agreement;

                                       39

<PAGE>

          (vii)   duly executed Borrower Pledge Agreement, together with stock
     certificates and undated stock powers;

          (viii)  duly executed Trademark Security Agreement, together with any
     documentation relating thereto;

          (ix)    duly executed Subsidiary Security Agreement from each Domestic
     Subsidiary of the Borrower;

          (x)     duly executed Consents to Assignments in substantially the
     form attached hereto as Exhibit R assigning to the Administrative Agent for
     itself and on behalf of the Lenders the CBT Contracts and the Berry
     Contract;

          (xi)    the loan certificate of the Borrower dated as of the Agreement
     Date, in substantially the form attached hereto as Exhibit S, including a
     certificate of incumbency with respect to each Authorized Signatory of such
     Person, together with the following items: (A) a true, complete and correct
     copy of the Certificate or Articles of Formation and Operating Agreement of
     the Borrower as in effect on the Agreement Date, (B) certificates of good
     standing for the Borrower issued by the Secretary of State or similar state
     official for the state of formation of the Borrower and for each state in
     which the Borrower is required to qualify to do business, (C) a true,
     complete and correct copy of the corporate resolutions of the Borrower
     authorizing the Borrower to execute, deliver and perform this Agreement and
     the other Loan Documents to which the Borrower is a party, and (D) a true,
     complete and correct copy of any shareholders' agreements or voting trust
     agreements in effect with respect to the Ownership Interests of the
     Borrower;

          (xii)   the loan certificate of the Parent dated as of the Agreement
     Date, in substantially the form attached hereto as Exhibit T, including a
     certificate of incumbency with respect to each Authorized Signatory of such
     Person, together with the following items: (A) a true, complete and correct
     copy of the Certificate or Articles of Formation and Operating Agreement of
     the Parent as in effect on the Agreement Date, (B) certificates of good
     standing for the Parent issued by the Secretary of State or similar state
     official for the state of formation of the Parent and for each state in
     which the Parent is required to qualify to do business, (C) a true,
     complete and correct copy of the corporate resolutions of the Parent
     authorizing the Parent to execute, deliver and perform this Agreement and
     the other Loan Documents to which Parent is a party, and (D) a true,
     complete and correct copy of any shareholders' agreements or voting trust
     agreements in effect with respect to the Ownership Interests of the Parent;

          (xiii)  the loan certificate of each Domestic Subsidiary of the
     Borrower, dated as of the Agreement Date, in substantially the form
     attached hereto as Exhibit U, including a certificate of incumbency with
     respect to each Authorized Signatory of such Person, together with the
     following items: (A) a true, complete and correct copy of the articles of
     incorporation or certificate of formation and by-laws or operating
     agreement or other formation documents of such Subsidiary as

                                       40

<PAGE>

     in effect on the Agreement Date, (B) certificates of good standing for such
     Subsidiary issued by the Secretary of State or similar state official for
     the state of incorporation or formation of such Subsidiary and for each
     state in which such Subsidiary is required to qualify to do business, (C) a
     true, complete and correct copy of the corporate or other organizational
     resolutions of such Subsidiary authorizing such Subsidiary to execute,
     deliver and perform the Loan Documents to which such Subsidiary is a party,
     and (D) a true, complete and correct copy of any shareholders' or members'
     agreements or voting trust agreements in effect with respect to the
     Ownership Interests of such Subsidiary;

          (xiv)   legal opinion of Latham & Watkins, counsel to the Parent, the
     Borrower and CBD Finance, addressed to each Lender and the Administrative
     Agent and dated as of the Agreement Date in form and substance reasonably
     satisfactory to the Administrative Agent and the Lenders;

          (xv)    copies of insurance binders or certificates covering the
     assets of the Borrower and its Subsidiaries and otherwise meeting the
     requirements of this Agreement;

          (xvi)   duly executed Certificate of Financial Condition for the
     Parent, the Borrower and its Subsidiaries on a consolidated basis, given by
     the chief financial officer of the Borrower, and such other information
     pertaining to the capital and corporate structure of the Parent, the
     Borrower or any of its Subsidiaries as the Administrative Agent or the
     Lenders shall reasonably request;

          (xvii)  recent lien and judgment search results in each relevant
     jurisdiction reasonably satisfactory to the Administrative Agent and the
     Lenders with respect to the Parent, the Borrower and its Subsidiaries;

          (xviii) delivery to the Administrative Agent of all possessory
     collateral, including, without limitation, any pledged notes or pledged
     stock; and

          (xix)   duly executed Performance Certificate for the Parent, the
     Borrower and its Subsidiaries.

          (b)     The Administrative Agent and the Lenders shall have received
evidence reasonably satisfactory to them that all Necessary Authorizations,
necessary or, in the discretion of the Administrative Agent, advisable in
connection with the Transactions, the financing contemplated hereby and the
continuing operations of the Borrower and its subsidiaries have been obtained or
made, are in full force and effect and, all applicable waiting periods shall
have expired without any action being taken or, to the knowledge of the
Borrower, threatened by any competent authority which would reasonably be
expected to restrain, prevent, or otherwise impose materially adverse conditions
on the Transactions or the financing thereof.

          (c)     The Borrower shall certify to the Administrative Agent and the
Lenders that each of the representations and warranties in Article 4 hereof are
true and correct in all material respects as of the date hereof, that no Default
or Event of Default

                                       41

<PAGE>

then exists or is continuing and that no material adverse change has occurred in
the financial condition, business operations, prospects or properties of the
Parent, the Borrower and its Subsidiaries, on a consolidated basis, since the
most recent fiscal year end and fiscal quarter end.

          (d)  The Administrative Agent and the Lenders shall have received
evidence reasonably satisfactory to them that no event shall have occurred and
no condition shall exist which has had or could reasonably be expected to have a
Materially Adverse Effect since December 31, 2002.

          (e)  There shall not exist as of the Agreement Date, any action, suit,
proceeding or investigation pending against, or, to the knowledge of the
Borrower, threatened against or in any manner relating adversely to, the Parent,
the Borrower, any of its Subsidiaries, any of their respective properties or the
transactions contemplated hereby, in each case, which reasonably could be
expected to have a Materially Adverse Effect.

          (f)  The Lenders, the Administrative Agent and the Arrangers shall
have received all fees required to be paid on or before the Agreement Date or as
set forth in separate letter agreements executed by the Borrower, and the
Administrative Agent and the Lenders shall have received reimbursement of all
reasonable out-of-pocket expenses payable by the Borrower pursuant to this
Agreement.

          (g)  The Borrower and CBD Finance shall have received gross proceeds
of at least $150,000,000 in cash from the issuance of the Senior Subordinated
Notes, on terms and conditions reasonably satisfactory to the Arrangers. After
the consummation of the Transactions, the capital structure of each of the
Parent, the Borrower and its Subsidiaries shall be satisfactory in all respects.

          (h)  The sources and uses of funds for the Transactions shall be
substantially as set forth on Schedule 8 hereto, or as otherwise reasonably
satisfactory to the Lenders.

          (i)  The Lenders shall have received copies of (i) satisfactory
audited consolidated financial statements (1) of CBD for the fiscal year ended
December 31, 2001, (2) of CBD for the period from January 1, 2002 through March
7, 2002 and (3) of the Borrower for the period from March 8, 2002 through
December 31, 2002 and (ii) satisfactory unaudited interim consolidated financial
statements of the Borrower for the fiscal quarter ended on March 31, 2003.

          (j)  The Lenders shall have received a reasonably satisfactory pro
forma consolidated balance sheet of the Borrower as of the date of the most
recent consolidated balance sheet delivered pursuant to paragraph (i) above,
adjusted to give effect to the consummation of the Transactions and the
financings contemplated hereby as if such transactions had occurred on such
date.

                                       42

<PAGE>

          (k)  The Lenders shall have received financial projections (with a
written outline of the applicable assumptions made in respect thereof) for
fiscal years 2003 through 2009.

          (l)  The Borrower shall have received credit ratings of (i) not less
than B3 from Moody's and B- from S&P in respect of the Senior Subordinated
Notes, and (ii) a rating of not less than B1 from Moody's and B+ from S&P in
respect of the Loans, all of which ratings shall be with a stable outlook and
remain in effect on the Agreement Date.

          (m)  The Administrative Agent shall have received evidence
satisfactory to it that the Existing Credit Agreement shall have been
terminated, all amounts thereunder shall have been paid in full, and all liens
in respect thereof shall have been terminated in a manner reasonably
satisfactory to the Administrative Agent.

               Section 3.2   Conditions Precedent to Each Advance. The
obligation of the Lenders to make each Advance (other than in connection with a
Continuation or Conversion) which, if funded would increase the aggregate
principal amount of Loans outstanding after the Agreement Date is subject to the
fulfillment of each of the following conditions immediately prior to or
contemporaneously with such Advance:

          (a)  All of the representations and warranties of the Borrower under
this Agreement and the other Loan Documents (including, without limitation, all
representations and warranties with respect to the Borrower's Subsidiaries, if
any), which, pursuant to Section 4.2 hereof, are made at and as of the time of
such Advance (except to the extent previously fulfilled in accordance with the
terms hereof and to the extent relating specifically to a specific prior date),
shall be true and correct at such time in all material respects, both before and
after giving effect to the application of the proceeds of such Advance, and
after giving effect to any updates to information provided to the Lenders in
accordance with the terms of such representations and warranties, and no Default
or Event of Default hereunder shall then exist or be caused thereby;

          (b)  The Administrative Agent shall have received a duly executed
Request for Advance;

          (c)  With respect to any Advance relating to any Acquisition or the
formation of any Subsidiary which is permitted hereunder, the Administrative
Agent and the Lenders shall have received such documents and instruments
relating to such Acquisition or formation of a new Subsidiary as are described
in Section 5.12 hereof or otherwise required herein;

          (d)  No event shall have occurred and no condition shall exist which,
in the judgment of the Required Lenders, has had or could reasonably be expected
to have a Materially Adverse Effect; and

                                       43

<PAGE>

          (e)  On the date of such Advance, after giving effect to the Advance
requested, the Borrower shall be in compliance on a pro forma basis with the
covenants set forth in Sections 7.8, 7.9, 7.10 and 7.17 of the Agreement.

               The acceptance of proceeds of any Advance which would increase
the aggregate principal amount of Loans outstanding shall be deemed to be a
representation and warranty by the Parent and the Borrower as to compliance with
this Section 3.2 on the date any such Loan is made.

                                    ARTICLE 4
                                    ---------

                         Representations and Warranties
                         ------------------------------

               Section 4.1   Representations and Warranties. The Parent and the
Borrower each hereby agrees, represents and warrants, upon the Agreement Date
and at all times thereafter as required pursuant to the terms hereof, in favor
of the Administrative Agent and each Lender that:

          (a)  Name; Organization; Ownership; Power; Qualification. The Parent
and the Borrower is each a limited liability company duly formed, validly
existing and in good standing under the laws of the State of Delaware. Each
Subsidiary of the Borrower is duly organized, validly existing and in good
standing under the laws of the state of its formation or organization. The
Parent and the Borrower each has the corporate power and authority to own its
properties and to carry on its business as now being and as proposed hereafter
to be conducted. Each Subsidiary of the Borrower has the corporate, limited
liability company or limited partnership power and authority to own its
properties and to carry on its business as now being and as proposed hereafter
to be conducted. The Parent, the Borrower and each of its Subsidiaries are duly
qualified, in good standing and authorized to do business in each jurisdiction
in which the character of their respective properties or the nature of their
respective businesses requires such qualification or authorization, except where
failure to be so qualified, in the aggregate, could not reasonably be expected
to have a Materially Adverse Effect. The name of each of the Parent, the
Borrower and its Subsidiaries as it appears in official filings in the state of
its incorporation or other organization, the type of entity of each of the
Parent, the Borrower and its Subsidiaries (including corporation, partnership,
limited partnership or limited liability company), organizational identification
number issued by the state of incorporation or organization of each of the
Parent, the Borrower or its Subsidiaries or a statement that no such number has
been issued, state of organization or incorporation, the location of the chief
executive office of each of the Parent, the Borrower and its Subsidiaries,
principal place of business, offices, all warehouses and premises where
Collateral is stored or located, and the locations of its books and records
concerning the Collateral is set forth on Schedule 6 hereto. Each of the Parent,
the Borrower and its Subsidiaries has only one state of incorporation or
organization.

          (b)  Authorization; Enforceability. The Parent and the Borrower each
has the corporate power and has taken all necessary corporate action to
authorize it to borrow hereunder, to execute, deliver and perform this Agreement
and each of the other

                                       44

<PAGE>

Loan Documents to which it is a party in accordance with their respective terms,
and to consummate the transactions contemplated hereby and thereby. This
Agreement has been duly executed and delivered by the Parent and the Borrower
and is, and each of the other Loan Documents to which the Parent or the Borrower
is party is, a legal, valid and binding obligation of the Parent or the
Borrower, respectively, enforceable against the Parent or the Borrower,
respectively, in accordance with its terms, subject, as to enforcement of
remedies, to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity.

          (c)  Subsidiaries: Authorization; Enforceability. The Parent owns all
of the ownership interests of the Borrower. The Borrower has the unrestricted
right to vote the issued and outstanding equity of the Subsidiaries owned by the
Borrower and such equity of such Subsidiaries has been duly authorized and
issued and is fully paid and nonassessable. Each Subsidiary of the Borrower has
the organizational power and has taken all necessary action to authorize it to
execute, deliver and perform each of the Loan Documents to which it is a party
in accordance with their respective terms and to consummate the transactions
contemplated by this Agreement and by such Loan Documents. Each of the Loan
Documents to which any Subsidiary of the Borrower is a party is a legal, valid
and binding obligation of such Subsidiary enforceable against such Subsidiary in
accordance with its terms, subject, as to enforcement of remedies, to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and subject, as
to enforceability, to general principles of equity. The Borrower's ownership
interest in each of its Subsidiaries represents a direct or indirect controlling
interest of such Subsidiary for purposes of directing or causing the direction
of the management and policies of each Subsidiary.

          (d)  Compliance with Other Loan Documents and Contemplated
Transactions. The execution, delivery and performance, in accordance with their
respective terms, by the Borrower of this Agreement and the Notes, and by the
Parent, the Borrower and its Subsidiaries of each of the other Loan Documents to
which they are respectively party, and the consummation of the transactions
contemplated hereby and thereby, do not and will not (i) require any material
consent or approval, governmental or otherwise, not already obtained, (ii)
violate any Applicable Law respecting the Parent, the Borrower or any Subsidiary
of the Borrower, (iii) conflict with, result in a breach of, or constitute a
default under the certificate or articles of incorporation or certificate of
formation or by-laws, other forms of formation documents, operating agreements
or partnership agreements, as the case may be, as amended, of the Parent, the
Borrower or of any Subsidiary of the Borrower, or under any material indenture,
agreement, or other instrument, to which the Parent, the Borrower or any of its
Subsidiaries is a party or by which any of them or their respective properties
may be bound, or (iv) result in or require the creation or imposition of any
Lien upon or with respect to any property now owned or hereafter acquired by the
Parent, the Borrower or any of its Subsidiaries, except for Permitted Liens.

                                       45

<PAGE>

          (e)  Business. The Borrower, together with its Subsidiaries, is
engaged in the business of providing and distributing yellow pages directories
annually covering certain service areas in Ohio, Kentucky and Indiana and
delivery of yellow pages directory information for the same area through a web
site. The Parent is engaged solely in the business of owning the Ownership
Interests of the Borrower.

          (f)  Necessary Authorizations. The Parent, the Borrower and its
Subsidiaries, have secured all Necessary Authorizations and all such Necessary
Authorizations are in full force and effect other than filings, approvals,
licenses and registrations the failure of which to make or obtain, as the case
may be, could not reasonably be expected to have a Materially Adverse Effect. No
Necessary Authorization is the subject of any pending or, to the best of the
Borrower's knowledge, threatened revocation.

          (g)  Compliance with Law. The Parent, the Borrower and its
Subsidiaries are in compliance with all Applicable Law, except where the failure
to be in compliance could not individually or in the aggregate reasonably be
expected to have a Materially Adverse Effect.

          (h)  Title to Assets. (i) Each of the Parent, the Borrower and its
Subsidiaries has good, legal and marketable title to, or a valid leasehold
interest in, all of its material personal property. None of the personal
property or assets of the Parent, the Borrower or any of its Subsidiaries is
subject to any Liens, except for Permitted Liens. Except for financing
statements evidencing Permitted Liens, no financing statement under the Uniform
Commercial Code as in effect in any jurisdiction and no other filing which names
the Parent, the Borrower or any of its Subsidiaries as debtor or which covers or
purports to cover any of the assets of the Parent, the Borrower or any of its
Subsidiaries is currently effective and on file in any state or other
jurisdiction, and none of the Parent, the Borrower nor any of its Subsidiaries
has signed any such financing statement or filing or any security agreement
authorizing any secured party thereunder to file any such financing statement or
filing.

               (ii) The real estate ("Real Estate") listed on Schedule 7
attached hereto constitutes all of the real property owned, leased, subleased,
or used by the Parent, the Borrower and its Subsidiaries. Each of the Parent,
the Borrower and its Subsidiaries owns good and marketable fee simple title to
all of its owned Real Estate, and valid and marketable leasehold interests in
all of its leased Real Estate, all as described on Schedule 7 attached hereto,
and copies of all such leases or a summary of terms thereof reasonably
satisfactory to the Administrative Agent have been delivered to the
Administrative Agent. Schedule 7 further describes any Real Estate with respect
to which any of the Parent, the Borrower or any of its Subsidiaries is a lessor,
sublessor or assignor as of the Agreement Date. None of the Real Estate of any
of the Parent, the Borrower or any of its Subsidiaries is subject to any Liens
other than Permitted Liens, and there are no facts, circumstances or conditions
known to any of the Parent, the Borrower or any of its Subsidiaries that may
result in any Liens (including Liens arising under Environmental Laws) other
than Permitted Liens. Each of the Parent, the Borrower and its Subsidiaries, has
received all deeds, assignments, waivers, consents,

                                       46

<PAGE>

nondisturbance and attornment or similar agreements, bills of sale and other
documents, and has duly effected all recordings, filings and other actions
necessary to establish, protect and perfect the Parent, the Borrower or any of
its Subsidiaries' right, title and interest in and to all such Real Estate and
other properties and assets. Schedule 7 also describes any purchase options,
rights of first refusal or other similar contractual rights pertaining to any
Real Estate. No portion of the Real Estate of any of the Parent, the Borrower or
any of its Subsidiaries has suffered any material damage by fire or other
material casualty loss that has not heretofore been repaired and restored in all
material respects to its original condition or otherwise remedied. All material
permits required to have been issued or appropriate to enable the Real Estate to
be lawfully occupied and used for all of the purposes for which it is currently
occupied and used have been lawfully issued and are in full force and effect.

          (i)  Litigation. There is no action, suit, proceeding or
investigation pending against, or, to the knowledge of the Parent or the
Borrower, threatened against or in any other manner relating adversely to, the
Parent, the Borrower or any of its Subsidiaries any of their respective
properties, in any court or before any arbitrator of any kind or before or by
any governmental body that if adversely decided could reasonably be expected to
have a Material Adverse Effect. No action, suit, proceeding or investigation (i)
calls into question the validity of this Agreement or any other Loan Document,
or (ii) individually or collectively involves the possibility of any judgment or
liability not fully covered by insurance which could reasonably be expected to
have a Materially Adverse Effect.

          (j)  Taxes. All federal, state and other tax returns of the Borrower
and each of its Subsidiaries required by law to be filed have been duly filed
and all federal, state and other taxes, including, without limitation,
withholding taxes, assessments and other governmental charges or levies required
to be paid by the Parent, the Borrower or any of its Subsidiaries or imposed
upon the Parent, the Borrower or any of its Subsidiaries or any of their
respective properties, income, profits or assets, which are due and payable,
have been paid, except any such taxes (i) (x) the payment of which the Parent,
the Borrower or any of its Subsidiaries is diligently contesting in good faith
by appropriate proceedings, (y) for which adequate reserves have been provided
on the books of the Parent, the Borrower or the Subsidiary of the Borrower
involved, and (z) as to which no Lien other than a Permitted Lien has attached
and no foreclosure, distraint, sale or similar proceedings have been commenced
and is not stayed, or (ii) which may result from audits not yet conducted. The
charges, accruals and reserves on the books of the Parent, the Borrower and each
of its Subsidiaries, in respect of taxes are, in the judgment of the Borrower,
adequate.

          (k)  No Material Adverse Change. There has occurred no event since
December 31, 2002 which has had or which could reasonably be expected to have a
Materially Adverse Effect.

          (l)  ERISA. The Parent, the Borrower and each Subsidiary of the
Borrower and each of their respective Plans are in compliance with ERISA and the
Code. None of the Parent, the Borrower or any of its Subsidiaries, nor any ERISA
Affiliate, has

                                       47

<PAGE>

incurred any accumulated funding deficiency with respect to any such Plan within
the meaning of ERISA or the Code. The Parent, the Borrower, each of its
Subsidiaries, and each other ERISA Affiliate have complied in all material
respects with all requirements of COBRA. None of the Parent, the Borrower nor
any of its Subsidiaries has made any promises of retirement or other benefits to
employees, except as set forth in the Plans, in written agreements with such
employees, or in the Borrower's employee handbook and memoranda to employees.
None of the Parent, the Borrower nor any of its ERISA Affiliates, including its
Subsidiaries, has incurred any material liability to PBGC in connection with any
such Plan. As of the most recent actuarial valuation for any Employee Pension
Plan, the aggregate assets of each such Plan equals or exceeds the aggregate
liabilities of each such Plan all determined according to the actuarial
assumptions set forth in such actuarial valuations as used for determining the
funding of such Plan. No Reportable Event has occurred and is continuing with
respect to any such Plan. No such Plan or trust created thereunder, or party in
interest (as defined in Section 3(14) of ERISA), or any fiduciary (as defined in
Section 3(21) of ERISA), has engaged in a "prohibited transaction" (as such term
is defined in Section 406 of ERISA or Section 975 of the Code) which would
subject such Plan or any other Plan of the Borrower or any of its Subsidiaries,
any trust created thereunder, or any such party in interest or fiduciary, or any
party dealing with any such Plan or any such trust, to the tax or penalty on
"prohibited transactions" imposed by Section 502 of ERISA or Section 4975 of the
Code. None of the Parent, the Borrower nor any of its ERISA Affiliates,
including its Subsidiaries, is or has been obligated to make any payment to a
Multiemployer Plan.

          (m)  Compliance with Regulations T, U and X. None of the Parent, the
Borrower nor any of its Subsidiaries is engaged principally or as one of its
important activities in the business of extending credit for the purpose of
purchasing or carrying, and none of the Parent, the Borrower nor any of its
Subsidiaries owns or presently intends to acquire, any "margin security" or
"margin stock" as defined in Regulations T, U and X (12 C.F.R. Parts 220, 221
and 224) of the Board of Governors of the Federal Reserve System (herein called
"margin stock"). None of the proceeds of the Loans will be used, directly or
indirectly, for the purpose of purchasing or carrying any margin stock or for
the purpose of reducing or retiring any Indebtedness which was originally
incurred to purchase or carry margin stock or for any other purpose which might
constitute this transaction a "purpose credit" within the meaning of said
Regulations T, U and X. The Parent and the Borrower have not taken, caused or
authorized to be taken, and will not take any action which might cause this
Agreement, the Notes or any other Loan Documents to violate Regulation T, U or X
or any other regulation of the Board of Governors of the Federal Reserve System
or to violate the Securities Exchange Act of 1934, in each case as now in effect
or as the same may hereafter be in effect. If so requested by the Administrative
Agent, the Borrower will furnish the Administrative Agent with (i) a statement
or statements in conformity with the requirements of Federal Reserve Forms G-3
and/or U-1 referred to in Regulation U of said Board of Governors and (ii) other
documents evidencing its compliance with the margin regulations, reasonably
requested by the Administrative Agent. Neither the making of the Loans nor the
use of proceeds thereof will violate, or be inconsistent with, the provisions of
Regulation T, U or X of said Board of Governors.

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<PAGE>

          (n)  Investment Company Act. None of the Parent, the Borrower nor any
of its Subsidiaries is required to register under the provisions of the
Investment Company Act of 1940, as amended, and neither the entering into or
performance by the Borrower and its Subsidiaries of this Agreement and the Loan
Documents nor the issuance of the Notes violates any provision of such Act or
requires any consent, approval or authorization of, or registration with, the
Securities and Exchange Commission or any other governmental or public body or
authority pursuant to any provisions of such Act.

          (o)  Governmental Regulation. None of the Parent, the Borrower nor
any of its Subsidiaries is required to obtain any material consent, approval,
authorization, permit or license which has not already been obtained from, or
effect any filing or registration which has not already been effected with, any
federal, state or local regulatory authority in connection with the execution
and delivery of this Agreement or any other Loan Document. None of the Parent,
the Borrower nor any of its Subsidiaries is required to obtain any consent,
approval, authorization, permit or license which has not already been obtained
from, or effect any filing or registration which has not already been effected
with, any federal, state or local regulatory authority in connection with the
performance, in accordance with their respective terms, of this Agreement or any
other Loan Document, other than filing of appropriate UCC financing statements,
intellectual property filings, and mortgages and the receipt of such consents,
approvals, authorizations, permits or licenses the failure of which to obtain
could not reasonably be expected to have a Materially Adverse Effect.

          (p)  Absence of Default, Etc. The Parent, the Borrower and its
Subsidiaries, are in compliance in all respects with all of the provisions of
their respective bylaws and/or partnership agreements and/or operating
agreements, certificates or articles of incorporation and by-laws and other
organizational documents, as the case may be. No event has occurred or failed to
occur (including, without limitation, any matter which could create a Default
hereunder by cross-default) which has not been remedied or waived, the
occurrence or non-occurrence of which constitutes, (i) a Default or (ii) a
material default by the Parent, the Borrower or any of its Subsidiaries under
any indenture, agreement or other instrument relating to Indebtedness of the
Parent, the Borrower or any of its Subsidiaries in the amount of $1,000,000 or
more in the aggregate, any material license, or any material judgment, decree or
order to which the Parent, the Borrower or any of its Subsidiaries is a party or
by which the Parent, the Borrower or any of its Subsidiaries or any of their
respective properties may be bound or affected;

          (q)  Accuracy and Completeness of Information. All information,
reports, prospectuses and other papers and data relating to the Parent, the
Borrower or any of its Subsidiaries and furnished by the Parent, the Borrower or
any of its Subsidiaries to the Administrative Agent or the Lenders, taken as a
whole, were, at the time furnished (or, in the case of the Confidential
Information Memorandum, as of the date of this Agreement), true, complete and
correct in all material respects and does not fail to state any material fact
necessary to make the information, taken as a whole in light of the
circumstances furnished, not misleading. All projections consisting of a
consolidated projected cash flow statement, an income statement, and a balance
sheet for

                                       49

<PAGE>

the Parent, the Borrower and its Subsidiaries (the "Projections") (i) disclose
all assumptions made with respect to costs, general economic conditions, and
financial and market conditions formulating the Projections; (ii) are based on
reasonable estimates and assumptions; and (iii) reflect, as of the date
prepared, and continue to reflect, as of the date hereof, the reasonable
estimate of the Borrower of the results of operations and other information
projected therein for the periods covered thereby.

          (r)  Agreements with Affiliates. Except as set forth on Schedule 2
attached hereto, none of the Parent, the Borrower nor any of its Subsidiaries
has (i) any written agreements or binding arrangements of any kind with any
Affiliate or (ii) any management or consulting agreements of any kind with any
Affiliate, other than (x) those between the Parent, the Borrower and its
Subsidiaries or referred to in Section 3.1 hereof and (y) those permitted
pursuant to Section 7.13.

          (s)  Payment of Wages. The Parent, the Borrower and each of its
Subsidiaries are in compliance with the Fair Labor Standards Act, as amended, in
all material respects, and to the knowledge of the Parent, the Borrower and each
of its Subsidiaries, such Persons have paid all minimum and overtime wages
required by law to be paid to their respective employees.

          (t)  Priority. The Security Interest is a valid and, upon filing of
appropriate UCC financing statements and/or mortgages or, in the case of the
Pledged Ownership Interests described in the Pledge Agreement, when any
certificates representing such Pledged Ownership Interests are delivered to the
Administrative Agent, will be a perfected first priority security interest in
the Collateral in favor of the Administrative Agent, for the benefit of itself
and the Lenders, securing, in accordance with the terms of the Security
Documents, the Obligations, and the Collateral is subject to no Liens other than
Permitted Liens; provided that the Borrower is not required to request that the
Administrative Agent's name be recorded on any certificate of title for any
motor vehicle. The Liens created by the Security Documents are enforceable as
security for the Obligations in accordance with their terms with respect to the
Collateral subject, as to enforcement of remedies, to the following
qualifications: (i) an order of specific performance and an injunction are
discretionary remedies and, in particular, may not be available where damages
are considered an adequate remedy at law, and (ii) enforcement may be limited by
bankruptcy, insolvency, liquidation, reorganization, reconstruction and other
similar laws affecting enforcement of creditors' rights generally (insofar as
any such law relates to the bankruptcy, insolvency or similar event of the
Borrower or any of its Subsidiaries, as the case may be).

          (u)  Indebtedness. Except as described on Schedule 3 attached hereto
none of the Parent, the Borrower nor any of its Subsidiaries has outstanding, as
of the Agreement Date, and after giving effect to the initial Advances hereunder
on the Agreement Date, any Indebtedness for Money Borrowed.

          (v)  Solvency. As of the Agreement Date and after giving effect to
the Transactions and immediately following an Advance after giving effect
thereto (i) the fair value of the property of each of the Parent, the Borrower
and its Subsidiaries, at a fair

                                       50

<PAGE>

valuation, will exceed the amount of the debt of each such Person; (ii) the
capital of each of the Parent, the Borrower and its Subsidiaries, will not be
unreasonably small to conduct its business; (iii) none of the Parent, the
Borrower nor its Subsidiaries, will have incurred debts, or have intended to
incur debts, beyond its ability to pay such debts as they mature; and (iv) the
present fair salable value of the assets of each of the Parent, the Borrower and
its Subsidiaries, will be greater than the amount that will be required to pay
its probable liabilities (including debts) as they become absolute and matured.
For purposes of this Section, "debt" means any liability on a claim, and "claim"
means (A) the right to payment, whether or not such right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
undisputed, legal, equitable, secured or unsecured, or (B) the right to an
equitable remedy for breach of performance if such breach gives rise to a right
to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed, contingent, matured, unmatured, undisputed, secured or
unsecured.

          (w)  Patents, Trademarks, Franchises, etc. The Parent, the Borrower
and each of its Subsidiaries owns, possesses, or has the right to use all
necessary patents, trademarks, trademark rights, trade names, trade name rights,
service marks, service mark rights, trade secrets, copyrights, franchises, and
licenses, and rights with respect thereof, necessary to conduct its respective
business as now conducted, heretofore conducted or proposed to be conducted,
without known conflict with any patent, trademark, trademark rights, trade name,
trade name rights, service mark, service mark right, trade secret, copyright,
franchise or license of any other Person, and in each case, subject to no
mortgage, pledge, lien, lease, encumbrance, charge, security interest, title
retention agreement, or option except as disclosed on Schedule 1 attached hereto
and Permitted Liens after the Agreement Date. All such material patents,
trademarks, trademark rights, trade names, trade name rights, service marks,
service mark rights, trade secrets, copyrights, franchises, and licenses,
together with all state and/or federal application or registration numbers, as
applicable are listed as of the Agreement Date on Schedule 4 attached hereto and
are in full force and effect, the holder thereof is in full compliance in all
material respects with all of the provisions thereof, and no such asset or
agreement is subject to any pending or, to the best of the Borrower's knowledge,
threatened potential litigation or challenge.

          (x)  Collective Bargaining. None of the employees of the Parent, the
Borrower or any of its Subsidiaries is a party to any collective bargaining
agreement with the Parent, the Borrower or any of its Subsidiaries and, to the
knowledge of the Parent, the Borrower and its officers, there are no material
grievances, disputes, or controversies with any union or any other organization
of the employees of the Parent, the Borrower or any of its Subsidiaries or
threats of strikes, work stoppages, or any asserted pending demands for
collective bargaining by any union or other organization.

          (y)  Financial Statements. (i) The unaudited pro forma consolidated
balance sheet of the Borrower and its consolidated Subsidiaries as at March 31,
2003 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of
which have heretofore been furnished to each Lender, has been prepared giving
effect (as if such events had occurred on such date) to (a) the Loans to be made
and the Senior

                                       51

<PAGE>

Subordinated Notes to be issued on the Agreement Date and the use of proceeds
thereof, (b) the occurrence of the other Transactions and (c) the payment of
fees and expenses in connection with the foregoing; (ii) the Pro Forma Balance
Sheet h presents fairly on a pro forma basis the estimated financial position of
Borrower and its consolidated Subsidiaries as at March 31, 2003, assuming that
the events specified in the preceding sentence had actually occurred at such
date; (iii)(a) the Borrower has furnished or caused to be furnished to the
Administrative Agent and the Lenders as of the Agreement Date, copies of the
audited financial statements (1) of CBD for the fiscal year ended December 31,
2001, (2) of CBD for the period from January 1, 2002 through March 7, 2002 and
(3) of the Borrower for the period from March 8, 2002 through December 31, 2002
and (b) satisfactory unaudited interim consolidated financial statements of the
Borrower for the fiscal quarter ended on March 31, 2003; all of which have been
prepared in accordance with GAAP and present fairly in all material respects the
financial position of the Parent, the Borrower and its Subsidiaries on a
consolidated and consolidating basis, on and as at such dates and the results of
operations for the periods then ended (subject, in the case of unaudited
financial statements, to normal year-end and audit adjustments). None of the
Borrower nor any of its Subsidiaries has any material liabilities, contingent or
otherwise, other than as disclosed in the financial statements referred to in
the preceding sentence or as set forth or referred to in this Agreement.

          (z)  Brokers. No broker or finder acting on behalf of any of the
Parent, the Borrower or any of its Subsidiaries or Affiliate thereof brought
about the obtaining, making or closing of the Loans or the transactions
hereunder, and none of the Parent, the Borrower or its Subsidiaries or Affiliate
thereof has any obligation to any Person in respect of any finder's or brokerage
fees in connection therewith.

          (aa) Customer and Trade Relations. There exists no actual or, to the
best of the Borrower's knowledge, threatened termination or cancellation of (or
any event which would give the parties thereto the right to terminate or cancel)
or any material adverse modification or change in: the Material Contracts; or
the business relationship of any of the Parent, the Borrower or any of its
Subsidiaries with any supplier or vendor or third party contractor or
subcontractor material to its operations.

          (bb) [Intentionally Deleted].

          (cc) Parent. Prior to the Agreement Date, the Parent will not have
engaged in any business or incurred any Indebtedness or any other liabilities
(except in connection with its corporate formation, the Loan Documents and this
Agreement).

          (dd) [Intentionally Deleted]

          (ee) Use of Proceeds. The proceeds of any Advance will be used only
for the purposes specified in Section 5.10 hereof.

          (ff) Senior Indebtedness. The Obligations constitute "Senior Debt" of
the Borrower under and as defined in the Senior Subordinated Note Indenture. The
obligations of each Subsidiary Guarantor under the Subsidiary Guaranties
constitute

                                       52

<PAGE>

"Senior Debt" of such Subsidiary Guarantor under and as defined in
the Senior Subordinated Note Indenture.

          (gg) Subsidiaries. The Subsidiaries listed on Schedule 9 constitute
all of the Subsidiaries of the Borrower at the date hereof. Schedule 9 sets
forth as of the Agreement Date the name and jurisdiction of incorporation of
each Subsidiary and, as to each Subsidiary, the percentage of each class of
capital stock owned by each of the Parent, the Borrower or any other Subsidiary
of the Borrower. There are no outstanding subscriptions, options, warrants,
calls, rights, or other agreements or commitments (other than stock options
granted to employees or directors and directors' qualifying shares) of any
nature relating to any capital stock of the Parent, the Borrower or any
Subsidiary , except as disclosed on Schedule 9.

          (hh) Foreign Subsidiaries. As of the date hereof, the Borrower does
not have any Foreign Subsidiaries.

               Section 4.2   Survival of Representations and Warranties, etc.
All representations and warranties made under this Agreement and any other Loan
Document shall be deemed to be made, and shall be true and correct in all
material respects, at and as of the Agreement Date and on the date of each
Advance except to the extent relating specifically to the Agreement Date. All
representations and warranties made under this Agreement and the other Loan
Documents shall survive, and not be waived by, the execution hereof by the
Lenders and the Administrative Agent, any investigation or inquiry by any Lender
or the Administrative Agent, or the making of any Advance under this Agreement.

                                    ARTICLE 5
                                    ---------

                               General Covenants
                               -----------------

     So long as any of the Obligations is outstanding and unpaid or the Lenders
have an obligation to fund Advances hereunder (whether or not the conditions to
borrowing have been or can be fulfilled), and unless the Required Lenders, or
such greater number of Lenders as may be expressly provided herein, shall
otherwise consent in writing:

               Section 5.1   Preservation of Existence and Similar Matters.
Except as permitted under Section 7.4 hereof, the Parent will, and the Borrower
will, and will cause each of its Subsidiaries, to:

          (a)  preserve and maintain (i) its existence, and (ii) its material
     rights, franchises, licenses and privileges in the state of its
     incorporation, including, without limiting the foregoing, all other
     Necessary Authorizations other than in the case of clause (ii) those the
     absence of which could not reasonably be expected to have a Materially
     Adverse Effect;

          (b)  qualify and remain qualified and authorized to do business in
     each jurisdiction in which the character of its properties or the nature of
     its business requires such qualification or authorization, except for such
     failure to so qualify

                                       53

<PAGE>

     and be so authorized as could not reasonably be expected to have a
     Materially Adverse Effect;

          (c)  not less frequently than once during each calendar quarter,
     unless the Administrative Agent shall otherwise consent, provide to the
     Administrative Agent (at the same time financial statements are delivered
     pursuant to Section 6.1 hereof) a certificate of good standing from its
     state of incorporation or organization; and

          (d)  shall not reincorporate or reorganize itself under the laws of
     any jurisdiction other than the jurisdiction in which it is incorporated or
     organized as of the Agreement Date without the prior written consent of the
     Administrative Agent and the Required Lenders.

               Section 5.2   Business; Compliance with Applicable Law. The
Parent will, and the Borrower will, and will cause each of its Subsidiaries, to,
(a) engage in the business conducted as of the Agreement Date or any business
related, ancillary or complementary thereto, and (b) comply in all material
respects with the requirements of all Applicable Law. The Borrower shall not
permit its Subsidiaries, to engage in any business other than the business
conducted as of the Agreement Date by the Borrower and its Subsidiaries. The
Parent shall not engage in any business other than the holding of the Ownership
Interests of the Borrower.

               Section 5.3   Maintenance of Properties. The Parent will, and the
Borrower will, and will cause each of its Subsidiaries, to, maintain or cause to
be maintained in the ordinary course of business in good repair, working order
and condition (reasonable wear and tear excepted) all properties used in their
respective businesses (whether owned or held under lease), other than obsolete
equipment or unused assets and from time to time make or cause to be made all
needed and appropriate repairs, renewals, replacements, additions, betterments
and improvements thereto.

               Section 5.4   Accounting Methods and Financial Records. The
Parent will and the Borrower will, and will cause each of its Subsidiaries, on a
consolidated and consolidating basis to, maintain a system of accounting
established and administered in accordance with GAAP, keep adequate records and
books of account in which complete entries will be made in accordance with GAAP
and reflecting all transactions required to be reflected by GAAP and keep
accurate and complete records of their respective properties and assets. The
Parent, the Borrower and its Subsidiaries, will maintain a fiscal year ending on
December 31.

               Section 5.5   Insurance. The Parent will and the Borrower will,
and will cause each of its Subsidiaries, to:

          (a)  Maintain insurance including, but not limited to, business
interruption coverage and public liability coverage insurance from responsible
companies in such amounts and against such risks to the Parent, the Borrower and
each of its Subsidiaries, as is prudent for similarly situated companies engaged
in similarly situated
                                       54

<PAGE>

industries and such types, with such limits and deductibles and containing such
other terms and conditions as are reasonably acceptable to the Administrative
Agent (including, without limitation, larceny, embezzlement or other criminal
misappropriation insurance).

          (b)  Keep their respective assets insured by insurers on an all risk
basis and for the full replacement cost thereof and otherwise on terms and in a
manner reasonably acceptable to the Administrative Agent against loss or damage
by fire, theft, burglary, loss in transit, explosions and hazards insured
against by extended coverage, in amounts which are prudent for companies in
similarly situated industries and reasonably satisfactory to the Administrative
Agent, all premiums thereon to be paid by the Parent, the Borrower and its
Subsidiaries.

          (c)  Require that each insurance policy provide for at least thirty
(30) days' prior written notice to the Administrative Agent of any termination
of or proposed cancellation or nonrenewal of such policy, and name the
Administrative Agent as additional named lender loss payee and, as appropriate,
additional insured, to the extent of the Obligations.

               Section 5.6   Payment of Taxes and Claims. The Parent will and
the Borrower will, and will cause each of its Subsidiaries to, pay and discharge
all taxes, including, without limitation, withholding taxes, assessments and
governmental charges or levies required to be paid by them or imposed upon them
or their income or profits or upon any properties belonging to them, prior to
the date on which penalties attach thereto, and all lawful claims for labor,
materials and supplies which, if unpaid, might become a Lien or charge upon any
of their properties; except that no such tax, assessment, charge, levy or claim
need be paid which is being diligently contested in good faith by appropriate
proceedings and for which adequate reserves shall have been set aside on the
appropriate books, but only so long as such tax, assessment, charge, levy or
claim does not become a Lien or charge other than a Permitted Lien and no
foreclosure, distraint, sale or similar proceedings shall have been commenced
and not stayed. The Parent will, and the Borrower will, and will cause each of
its Subsidiaries to, timely file all information returns required by federal,
state or local tax authorities.

               Section 5.7   Compliance with ERISA.

          (a)  The Parent shall, and the Borrower shall, and shall cause its
Subsidiaries to, make all contributions to any Employee Pension Plan when such
contributions are due and not incur any "accumulated funding deficiency" within
the meaning of Section 412(a) of the Code, whether or not waived, and will
otherwise comply with the requirements of the Code and ERISA with respect to the
operation of all Plans, except to the extent that the failure to so comply could
not reasonably be expected to have a Materially Adverse Effect.

          (b)  The Parent shall, and the Borrower shall, and shall cause its
Subsidiaries to, comply in all respects with the requirements of COBRA with
respect to any Plans subject to the requirements thereof, except to the extent
that the failure to so comply could not reasonably be expected to have a
Materially Adverse Effect.

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<PAGE>

          (c)  The Parent or the Borrower shall furnish to Administrative Agent
(i) within 30 days after any officer of the Borrower obtains knowledge that a
"prohibited transaction" (within the meaning of Section 406 of ERISA or Section
4975 of the Code) has occurred with respect to any Plan of the Parent, the
Borrower or its ERISA Affiliates, including its Subsidiaries, that any
Reportable Event has occurred with respect to any Employee Pension Plan or that
PBGC has instituted or will institute proceedings under Title IV of ERISA to
terminate any Employee Pension Plan or to appoint a trustee to administer any
Employee Pension Plan, a statement setting forth the details as to such
prohibited transaction, Reportable Event or termination or appointment
proceedings and the action which it (or any other Employee Pension Plan sponsor
if other than the Borrower) proposes to take with respect thereto, together with
a copy of the notice of such Reportable Event given to PBGC if a copy of such
notice is available to the Parent, the Borrower, any of its Subsidiaries or any
of its ERISA Affiliates, (ii) promptly after receipt thereof, a copy of any
notice the Borrower, any of its Subsidiaries or any of its ERISA Affiliates or
the sponsor of any Plan receives from PBGC, or the Internal Revenue Service or
the Department of Labor which sets forth or proposes any action or determination
with respect to such Plan, (iii) promptly after the filing thereof, any annual
report required to be filed pursuant to ERISA in connection with each Plan
maintained by the Parent, the Borrower or any of its ERISA Affiliates, including
the Subsidiaries, and (iv) promptly upon the Administrative Agent's request
therefor, such additional information concerning any such Plan as may be
reasonably requested by the Administrative Agent.

          (d)  The Parent and the Borrower will promptly notify the
Administrative Agent of any excise taxes which have been assessed or which the
Parent, the Borrower, any of its Subsidiaries or any of its ERISA Affiliates has
reason to believe may be assessed against the Parent, the Borrower, any of its
Subsidiaries or any of its ERISA Affiliates by the Internal Revenue Service or
the Department of Labor with respect to any Plan of the Parent, the Borrower or
its ERISA Affiliates, including its Subsidiaries, if any.

          (e)  Within the time required for notice to the PBGC under Section
302(f)(4)(A) of ERISA, the Parent and the Borrower will notify the
Administrative Agent of any lien arising under Section 302(f) of ERISA in favor
of any Plan of the Parent, the Borrower or its ERISA Affiliates, including its
Subsidiaries.

          (f)  The Parent will not and the Borrower will not, and will not
permit any of its Subsidiaries, or any of its ERISA Affiliates to take any of
the following actions or permit any of the following events to occur if such
action or event together with all other such actions or events would subject the
Parent, the Borrower, any of its Subsidiaries, or any of its ERISA Affiliates to
any tax, penalty, or other liabilities which could reasonably be expected to
have a Materially Adverse Effect:

          (i)   engage in any transaction in connection with which the Parent,
     the Borrower, any of its Subsidiaries or any ERISA Affiliate could be
     subject to either a civil penalty assessed pursuant to Section 502(i) of
     ERISA or a tax imposed by Section 4975 of the Code;

                                       56

<PAGE>

          (ii)  terminate or withdraw from any Employee Pension Plan in a
     manner, or take any other action, which could result in any liability of
     the Parent, the Borrower, any of its Subsidiaries or any ERISA Affiliate to
     the PBGC or permit any event to occur which would allow the PBGC to
     terminate or partially terminate any such Employee Pension Plan;

          (iii) fail to make full payment when due of all amounts which, under
     the provisions of any Plan, the Parent, the Borrower, any of its
     Subsidiaries or any ERISA Affiliate is required to pay as contributions
     thereto, or permit to exist any accumulated funding deficiency within the
     meaning of Section 412(a) of the Code, whether or not waived, with respect
     to any Employee Pension Plan; or

          (iv)  permit the present value of all benefit liabilities under all
     Employee Pension Plans which are subject to Title IV of ERISA to exceed the
     present value of the assets of such Plans allocable to such benefit
     liabilities (within the meaning of Section 4041 of ERISA), except as may be
     permitted under actuarial funding standards adopted in accordance with
     Section 412 of the Code.

               Section 5.8   Visits and Inspections. The Parent will, and the
Borrower will, and will cause each of its Subsidiaries, upon reasonable prior
notice, to, permit representatives of the Administrative Agent and any of the
Lenders to (i) visit and inspect the properties of the Parent, the Borrower or
any of its Subsidiaries during business hours, (ii) inspect and make extracts
from and copies of their respective books and records, and (iii) discuss with
their respective principal officers their respective businesses, assets,
liabilities, financial positions, results of operations and business prospects.
The Parent, the Borrower and each of its Subsidiaries, will also permit
representatives of the Administrative Agent and any of the Lenders to discuss
with their respective accountants the Parent's, the Borrower's and its
Subsidiaries' businesses, assets, liabilities, financial positions, results of
operations and business prospects. The Parent, the Borrower or any of its
Subsidiaries may be present at any such discussion scheduled by the
Administrative Agent or any Lender.

               Section 5.9   Payment of Indebtedness; Loans. Subject to any
provisions herein or in any other Loan Document, the Parent will, and the
Borrower will, and will cause each of its Subsidiaries to, pay any and all of
their respective Indebtedness when and as it becomes due, other than amounts
diligently disputed in good faith and for which adequate reserves have been set
aside in accordance with GAAP.

               Section 5.10  Use of Proceeds. The Borrower will use the
aggregate proceeds of all Advances under the Loans directly or indirectly to
finance the Transactions and for general corporate purposes, including:

          (a) to refinance amounts outstanding under the Existing Credit
Agreement;

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<PAGE>

          (b)  to make dividends or distributions on or before July 31, 2003 to
the Parent and then to the owners of the Parent to the extent described on
Schedule 8 attached hereto;

          (c)  for working capital needs and other corporate purposes of the
Borrower and its Subsidiaries (including, without limitation, the fees and
expenses incurred in connection with the execution and delivery of this
Agreement) which do not otherwise conflict with this Section 5.10; and

          (d)  to pay the termination fee in connection with the termination of
the interest rate swap agreements under the Existing Credit Agreement.

               Section 5.11  Indemnity. The Parent and the Borrower each agrees
to indemnify and hold harmless each Lender, the Arrangers, the Administrative
Agent, the other Agents, and each of their respective affiliates, employees,
representatives, advisors, shareholders, officers and directors (any of the
foregoing shall be an "Indemnitee") from and against any and all claims,
liabilities, losses, damages (in favor of any Person other than the Parent, the
Borrower or its Subsidiaries so long as the Parent, the Borrower or such
Subsidiary, as applicable, is the prevailing party), actions, reasonable
attorneys' fees and expenses (as such fees and expenses are incurred) and
demands by any party, including the costs of investigating and defending such
claims, whether or not the Parent, the Borrower, any Subsidiary of the Borrower
or the Person seeking indemnification is the prevailing party (a) resulting from
any breach or alleged breach by the Parent, the Borrower or any Subsidiary of
the Borrower of any representation or warranty made hereunder; or (b) otherwise
arising out of (i) the Revolving Loan Commitment, the Term Loan B Commitment,
the Loans or otherwise under this Agreement, any Loan Document or any
transaction contemplated hereby or thereby, including, without limitation, the
use of the proceeds of the Loans hereunder in any fashion by the Borrower or the
performance of their respective obligations under the Loan Documents by the
Parent, the Borrower or any of its Subsidiaries, (ii) allegations of any
participation by the Lenders, the Administrative Agent, the other Agents, or any
of them, in the affairs of the Parent, the Borrower or any of its Subsidiaries,
or allegations that any of them has any joint liability with the Parent, the
Borrower or any of its Subsidiaries for any reason, (iii) any claims against the
Lenders, the Arrangers, the Administrative Agent, the other Agents, or any of
them, by any shareholder or other investor in or lender to the Parent, the
Borrower or any Subsidiary of the Borrower, by any brokers or finders or
investment advisers or investment bankers retained by the Parent, the Borrower
or by any other third party, arising out of the Commitments or otherwise under
this Agreement; or (c) in connection with taxes (not including federal or state
income or franchise taxes or other taxes based solely upon the revenues or
income of such Persons), fees, and other charges payable in connection with the
Loans, or the execution, delivery, and enforcement of this Agreement, the
Security Documents, the other Loan Documents, and any amendments thereto or
waivers of any of the provisions thereof; unless the Person seeking
indemnification hereunder is determined in such case to have acted with gross
negligence or willful misconduct, in any case, by a final, non-appealable
judicial order. The obligations of the Parent and the Borrower under this
Section 5.11 are in addition to, and shall not otherwise limit, any liabilities
which the

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Parent and the Borrower might otherwise have in connection with any warranties
or similar obligations of the Borrower in any other Loan Document. No Indemnitee
shall be liable for any damages arising from the use by unauthorized persons of
information or other materials sent through electronic, telecommunications or
other information transmission systems that are intercepted by such persons or
for any special, indirect, consequential or punitive damages in connection with
the Facilities (except to the extent they are found by a final, non-appealable
judgment of a court to arise from the willful misconduct or gross negligence of
such Indemnitee). Without limiting the foregoing, and to the extent permitted by
applicable law, the Borrower agrees not to assert and to cause its Subsidiaries
not to assert, and hereby waives and agrees to cause its Subsidiaries so to
waive, all rights for contribution or any other rights of recovery with respect
to all claims, demands, penalties, fines, liabilities, settlements, damages,
costs and expenses of whatever kind or nature, under or related to Environmental
Laws, that any of them might have by statute or otherwise against any
Indemnitee. The agreements in this Section shall survive repayment of the Loans
and all other amounts payable hereunder.

               Section 5.12  Covenants Regarding Formation of Subsidiaries and
Acquisitions; Partnership, Subsidiaries. At the time of (a) any Acquisition
permitted hereunder, (b) the purchase by the Parent, the Borrower or any of its
Subsidiaries of any interests in any Person which becomes a Subsidiary of the
Borrower, or (c) the formation of any new Subsidiary of the Parent, the Borrower
or any of its Subsidiaries, the Parent will, and the Borrower will, and will
cause its Subsidiaries, as appropriate, to, within fifteen (15) Business Days of
such Acquisition, purchase or formation, (i) with respect to each new Domestic
Subsidiary, provide to the Administrative Agent an executed Subsidiary Security
Agreement for any such new Subsidiary together with appropriate UCC-1 financing
statements, executed control agreements with respect to investment accounts,
securities accounts and deposit accounts and an executed Trademark Security
Agreement, if appropriate, together with appropriate recording instruments, as
well as an executed Subsidiary Guaranty for such new Subsidiary which shall
constitute both Security Documents and Loan Documents for purposes of this
Agreement, as well as a loan certificate for such new Subsidiary, substantially
in the form of Exhibit U attached hereto, together with appropriate attachments;
(ii) pledge to the Administrative Agent all (or, with respect to Foreign
Subsidiaries, no more than 65% of the voting interests thereof) of the Ownership
Interests (or other instruments or securities evidencing ownership) of such
Subsidiary or Person which is acquired or formed, beneficially owned by the
Parent, the Borrower or any of the Borrower's Subsidiaries, as the case may be,
as additional Collateral for the Obligations to be held by the Administrative
Agent in accordance with the terms of the Borrower's Pledge Agreement, or a new
Subsidiary Pledge Agreement and execute and deliver to the Administrative Agent
all such documentation for such pledge as, in the reasonable opinion of the
Administrative Agent, is appropriate; and (iii) with respect to any Acquisition,
provide revised financial projections, in form and substance satisfactory to the
Administrative Agent, for the remainder of the fiscal year and for each
subsequent year until the latest of the Revolving Loan Maturity Date and the
Term Loan B Maturity Date which reflect such Acquisition, certified by the chief
financial officer of the Borrower, together with a statement by such Person that
no Default exists or would be caused by such Acquisition or formation, and all
other documentation, including one or more opinions of counsel, reasonably

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<PAGE>

satisfactory to the Administrative Agent which in their reasonable opinion is
appropriate with respect to such Acquisition. Any document, agreement or
instrument (other than the projections) executed or issued pursuant to this
Section 5.12 shall be a "Loan Document" for purposes of this Agreement.

               Section 5.13  Payment of Wages. The Parent and the Borrower shall
and shall cause each of its Subsidiaries, to at all times comply, in all
material respects, with the material requirements of the Fair Labor Standards
Act, as amended, including, without limitation, the provisions of such Act
relating to the payment of minimum and overtime wages as the same may become due
from time to time.

               Section 5.14  Further Assurances.

          (a)  The Parent and Borrower will promptly cure, or cause to be
cured, defects in the creation and issuance of any of the Notes and the
execution and delivery of the Loan Documents (including this Agreement),
resulting from any acts or failure to act by the Parent, the Borrower or any of
its Subsidiaries, or any employee or officer thereof. The Parent and the
Borrower each at its expense will promptly execute and deliver to the
Administrative Agent and the Lenders, or cause to be executed and delivered to
the Administrative Agent and the Lenders, all such other and further
certificates, documents, agreements and instruments in compliance with or for
the accomplishment of the covenants and agreements of the Parent, the Borrower
and each Subsidiary, in the Loan Documents, including this Agreement, or of more
fully perfecting or renewing the rights of the Administrative Agent and the
Lenders with respect to the Collateral (or with respect to any additions thereto
or replacements or proceeds thereof or with respect to any other property or
assets hereafter acquired by the Parent, the Borrower or any Subsidiary which
may be deemed part of the Collateral), or to correct any omissions in the Loan
Documents, or to obtain any consents, all as may be necessary or appropriate in
connection therewith and as may be reasonably requested.

          (b)  From time to time as may be reasonably requested by the
Administrative Agent (which request will not be made more frequently than once
each year absent the occurrence and continuance of an Event of Default), the
Parent, the Borrower and its Subsidiaries shall supplement each Schedule hereto,
or any representation herein or in any other Loan Document, with respect to any
matter hereafter arising that, if existing or occurring at the Agreement Date,
would have been required to be set forth or described in such Schedule or as an
exception to such representation or that is necessary to correct any information
in such Schedule or representation which has been rendered inaccurate thereby
(and, in the case of any supplements to any Schedule, such Schedule shall be
appropriately marked to show the changes made therein); provided that (i) no
such supplement to any such Schedule or representation shall amend, supplement
or otherwise modify any Schedule or representation, or be, or be deemed, a
waiver of any Default or Event of Default resulting from the matters disclosed
therein, except as consented to by the Administrative Agent and Required Lenders
in writing, and (ii) no supplement shall be required or permitted as to
representations and warranties that relate solely to the Agreement Date.

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<PAGE>

          (c)  Each of the Parent, the Borrower and its Subsidiaries
acknowledges that it is not authorized to file any financing statement relating
to the Obligations or amendment or termination statement with respect to any
financing statement relating to the Obligations without the prior written
consent of the Administrative Agent and agrees that it will not do so without
the prior written consent of the Administrative Agent, subject to such Person's
rights under Section 9-509(d)(2) of the UCC.

          (d)  If any assets (including Real Estate or improvements thereto or
any interest therein) are acquired by any of the Parent, the Borrower or any of
its Subsidiaries after the Agreement Date (other than assets constituting
Collateral under the Security Documents which become subject to the Lien of the
Security Documents upon acquisition thereof), the Borrower will notify the
Administrative Agent thereof, and, if requested by the Administrative Agent or
the Required Lenders, the Parent and the Borrower will cause such assets to be
subjected to a Lien securing the Obligations and will take, and cause its
Domestic Subsidiaries to take, all such actions as shall be necessary or
reasonably requested by the Administrative Agent to grant and perfect such
Liens, including those set forth in Section 5.12 hereof, all at the expense of
the Parent, the Borrower and its Subsidiaries. In addition, if any Real Estate
is acquired by the Parent, the Borrower or its Subsidiaries after the Agreement
Date, the Parent, the Borrower or its Domestic Subsidiaries will promptly create
or cause to be created a first priority perfected mortgage or deed of trust
(subject only to Permitted Liens) in favor of the Administrative Agent for
itself and the Lenders on, pay all recording taxes, title insurance costs,
survey costs and other costs in connection with such mortgage and will take, and
cause its Domestic Subsidiaries to take, all such other actions as shall be
necessary or reasonably requested by the Administrative Agent to perfect such
mortgage or deed of trust, including those set forth in Section 5.17 hereof, all
at the expense of the Parent, the Borrower and its Domestic Subsidiaries.

               Section 5.15  Interest Rate Hedging. In the case of the Borrower,
promptly enter into Interest Hedge Agreements in respect of Term Loan B Loans if
necessary at any time to provide that at least forty percent (40%) of the
principal amount of the Indebtedness of the Borrower in respect of the Senior
Subordinated Notes and the Term Loan B Loans bears interest at a fixed (rather
than floating) interest rate after giving effect to any Interest Hedge
Agreements in effect with respect thereof, which Interest Hedge Agreements shall
have terms and conditions reasonably satisfactory to the Administrative Agent.

               Section 5.16  Material Contracts. The Parent, the Borrower and
its Subsidiaries shall comply in all material respects with the terms and
conditions of all Material Contracts at all times. The Parent, the Borrower and
its Domestic Subsidiaries shall maintain in effect duly executed Consents to
Assignments in substantially the form attached hereto as Exhibit R assigning to
the Administrative Agent for itself and on behalf of the Lenders the CBT
Contracts and the Berry Contract.

               Section 5.17  Landlords' Agreements, Mortgagee Agreements, Bailee
Letters and Real Estate Purchases. Unless otherwise consented to by the

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Administrative Agent, each of the Parent, the Borrower and its Subsidiaries
shall obtain a landlord's agreement, mortgagee agreement or bailee letter, as
applicable, from the lessor of each leased property, mortgagee of owned property
or bailee with respect to any warehouse, processor or converter facility or
other location where Collateral is stored or located, which agreement or letter
shall contain a waiver or subordination of all Liens or claims that the
landlord, mortgagee or bailee may assert against the Collateral at that
location, and shall otherwise be reasonably satisfactory in form and substance
to the Administrative Agent. After the Agreement Date, no material real property
or warehouse space shall be leased by any of the Parent, the Borrower or its
Subsidiaries under arrangements established after the Agreement Date without the
prior written consent of the Administrative Agent or, unless and until a
satisfactory landlord agreement or bailee letter, as appropriate, shall first
have been obtained with respect to such location. Each of the Parent, the
Borrower and its Subsidiaries shall timely and fully pay and perform in all
material respects its obligations under all leases and other agreements with
respect to each leased location or public warehouse where any Collateral is or
may be located. To the extent permitted hereunder, if any of the Parent, the
Borrower or its Subsidiaries, proposes to acquire a fee ownership interest in
Real Estate after the Agreement Date, it shall first provide to the
Administrative Agent a mortgage or deed of trust granting the Administrative
Agent a first priority Lien on such Real Estate, together with, if required by
the Administrative Agent, environmental audits, mortgage title insurance
commitment, real property survey, local counsel opinion(s), supplemental
casualty insurance and flood insurance, and such other documents, instruments or
agreements reasonably requested by the Administrative Agent, in each case, in
form and substance reasonably satisfactory to the Administrative Agent.

               Section 5.18  Additional Subsidiary Guarantors. In the event that
any Subsidiary of the Parent or the Borrower, which is not a Subsidiary
Guarantor, becomes a guarantor under the Senior Subordinated Notes, such
Subsidiary shall simultaneously become a Subsidiary Guarantor hereunder by
delivering to the Administrative Agent an executed Subsidiary Guaranty
substantially in the form of Exhibit M hereto.

                                      ARTICLE 6
                                      ---------

                              Information Covenants
                              ---------------------

     So long as any of the Obligations is outstanding and unpaid or the Lenders
have an obligation to fund Advances hereunder (whether or not the conditions to
borrowing have been or can be fulfilled) and unless the Required Lenders shall
otherwise consent in writing, the Borrower will furnish or cause to be furnished
to each Lender and the Administrative Agent, at their respective offices:

               Section 6.1   Quarterly Financial Statements and Information.
Within forty-five (45) days after the last day of each of the first three (3)
quarters of each fiscal year of the Parent, the Borrower and its Subsidiaries,
if any, the balance sheets of the Parent, the Borrower and its Subsidiaries, on
a consolidated and consolidating basis with its Subsidiaries as at the end of
such quarter and as of the end of the preceding fiscal

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year, and the related statements of operations and the related statements of
cash flows of the Parent, the Borrower and its Subsidiaries, on a consolidated
and consolidating basis for such quarter and for the elapsed portion of the year
ended with the last day of such quarter, which shall set forth in comparative
form such figures as at the end of and for such quarter and appropriate prior
period and shall be certified by the chief financial officer of the Borrower to
have been prepared in accordance with GAAP and to present fairly in all material
respects the financial position of the Parent, the Borrower and its
Subsidiaries, on a consolidated and consolidating basis as at the end of such
period and the results of operations for such period, and for the elapsed
portion of the year ended with the last day of such period, subject only to
normal year-end and audit adjustments.

               Section 6.2   Annual Financial Statements and Information. Within
ninety (90) days after the end of each fiscal year of the Parent, the Borrower
and its Subsidiaries, if any, the audited consolidated and consolidating balance
sheet of the Parent, the Borrower and its Subsidiaries, as of the end of such
fiscal year and the related audited consolidated and consolidating statements of
operations for such fiscal year and for the previous fiscal year, the related
audited consolidated and consolidating statements of cash flow and stockholders'
equity for such fiscal year and for the previous fiscal year, which shall be
accompanied by an opinion without a going concern or similar qualification or an
exception as to scope of Deloitte & Touche or other independent certified public
accountants of recognized national standing reasonably acceptable to the
Administrative Agent, together with a statement of such accountants that in
connection with their audit, nothing came to their attention that caused them to
believe that the Borrower was not in compliance with the terms, covenants,
provisions or conditions of Sections 7.8, 7.9, 7.10 and 7.17 hereof insofar as
they relate to accounting matters.

               Section 6.3   Performance Certificates. At the time the financial
statements are furnished pursuant to Sections 6.1 and 6.2, a certificate of the
president or chief financial officer of the Borrower as to its financial
performance, in substantially the form attached hereto as Exhibit I:

          (a)  setting forth as and at the end of such quarterly period or
fiscal year, as the case may be, the arithmetical calculations required to
establish (i) any adjustment to the Applicable Margins, as provided for in
Section 2.3(f) and (ii) whether or not the Borrower was in compliance with the
requirements of Sections 7.8, 7.9, 7.10 and 7.17 hereof;

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

          (c)  containing a list of all Acquisitions, Investments, Restricted
Payments and dispositions of assets from the Agreement Date through the date of
such certificate, together with the total amount for each of the foregoing
categories.

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               Section 6.4   Copies of Other Reports; Other Information.

          (a)  Promptly upon receipt thereof, copies of all reports, if any,
submitted to the Borrower by the Borrower's independent public accountants
regarding the Borrower, including, without limitation, any management report
prepared in connection with the annual audit referred to in Section 6.2.

          (b)  From time to time and promptly upon each request, such data,
certificates, reports, statements, documents or further information regarding
the business, assets, liabilities, financial position, projections, results of
operations or business prospects of the Parent, the Borrower or any of its
Subsidiaries, as the Administrative Agent or any Lender may reasonably request
and that is reasonably available.

          (c)  Annually, certificates of insurance indicating that the
requirements of Section 5.5 hereof remain satisfied for such fiscal year,
together with, copies of any new or replacement insurance policies obtained
during such year.

          (d)  Prior to January 31 of each year, the annual budget for the
Parent, the Borrower and its Subsidiaries, if any, including forecasts of the
income statement, the balance sheet and a cash flow statement for such year, on
a quarter by quarter basis.

          (e)  Promptly after the sending thereof, copies of all material
statements, reports and other material non-proprietary information which the
Parent, the Borrower or any of its Subsidiaries sends to security holders of the
Parent or the Borrower, generally or files with the Securities and Exchange
Commission or any national securities exchange, or would be required to file
therewith if it were a registered reporting company.

          (f)  Within five (5) Business Days after the same are sent, a copy of
any financial statement, report or notice which the Parent, the Borrower or any
Subsidiary of the Borrower sends to any Person under or pursuant to or in
connection with any Material Contract, in each case if such statement, report or
notice relates to an event that has resulted or could reasonably be expected to
result in a Default, an Event of Default or a Materially Adverse Effect; and,
within five (5) Business Days after the same are received by the Parent, the
Borrower or any Subsidiary, copies of all notices sent to any such Person under
or pursuant to or in connection with any such agreement or instrument which
notice relates to an event that has resulted or could reasonably be expected to
result in a Default, an Event of Default or a Materially Adverse Effect.

          (g)  No later than (i) 10 Business Days prior to the effectiveness
thereof, copies of then-current drafts and (ii) 5 Business Days prior to the
effectiveness thereof, copies of substantially final drafts of any proposed
amendment, supplement, waiver or other modification with respect to the Senior
Subordinated Note Indenture.

          (h)  Promptly deliver such additional financial and other information
as any Lender may from time to time reasonably request.

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               Section 6.5   Notice of Litigation and Other Matters. Notice
          specifying the nature and status of any of the following events,
          promptly, but in any event not later than ten (10) days after the
          occurrence of any of the following events becomes known to the Parent
          or the Borrower:

          (a)  the commencement of all proceedings and investigations by or
before any governmental body and all actions and proceedings in any court or
before any arbitrator against the Parent, the Borrower or any Subsidiary, other
than those which could not reasonably be expected to have a Materially Adverse
Effect;

          (b)  any material adverse change with respect to the business, assets,
liabilities, financial position, results of operations or business prospects of
the Parent, the Borrower and its Subsidiaries, taken as a whole, other than
changes in the ordinary course of business which have not had and could not
reasonably be expected to have a Materially Adverse Effect and other than
changes in the industry in which the Parent, the Borrower or any of its
Subsidiaries operate which could not reasonably be expected to have a Materially
Adverse Effect;

          (c)  any material adverse amendment or change to the projections or
annual budget provided to the Lenders by the Borrower;

          (d)  (i) any Default or (ii) the occurrence or non-occurrence of any
event (A) which constitutes, or which with the passage of time or giving of
notice or both would constitute a default by the Parent, the Borrower or any
Subsidiary of the Borrower under any material agreement other than this
Agreement and the other Loan Documents to which the Parent, the Borrower or any
Subsidiary of the Borrower is party or by which any of their respective
properties may be bound, or (B) which could reasonably be expected to have a
Materially Adverse Effect, giving in each case a description thereof and
specifying the action proposed to be taken with respect thereto;

          (e)  the occurrence of any Reportable Event or a "prohibited
transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of
the Code) with respect to any Plan of the Parent, the Borrower or any of its
Subsidiaries or the institution or threatened institution by PBGC of proceedings
under ERISA to terminate or to partially terminate any such Plan or the
commencement or threatened commencement of any litigation regarding any such
Plan or naming it or the trustee of any such Plan with respect to such Plan or
any action taken by the Parent, the Borrower, any Subsidiary of the Borrower or
any ERISA Affiliate of the Borrower to withdraw or partially withdraw from any
Plan or to terminate any Plan;

          (f)  the occurrence of any event subsequent to the Agreement Date
which, if such event had occurred prior to the Agreement Date, would have
constituted an exception to the representation and warranty in Section 4.1(l) to
this Agreement;

          (g)  any Default or Event of Default under and as defined in the
Senior Subordinated Note Indenture.

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<PAGE>

                                    ARTICLE 7
                                    ---------

                               Negative Covenants
                               ------------------

     So long as any of the Obligations is outstanding and unpaid or the Lenders
have an obligation to fund Advances hereunder (whether or not the conditions to
borrowing have been or can be fulfilled) and unless the Required Lenders, or
such greater number of Lenders as may be expressly provided herein, shall
otherwise give their prior consent in writing:

               Section 7.1   Indebtedness of the Parent, the Borrower and its
Subsidiaries. The Parent shall not, create, assume, incur or otherwise become or
remain obligated in respect of, or permit to be outstanding, any Indebtedness.
The Borrower and its Subsidiaries shall not, and shall not permit any of its
Subsidiaries to, create, assume, incur or otherwise become or remain obligated
in respect of, or permit to be outstanding, any Indebtedness except the Borrower
and its Subsidiaries may incur the following Indebtedness:

          (a)  the Obligations;

          (b)  (i) Indebtedness of the Borrower or any Subsidiary Guarantor in
respect of the Senior Subordinated Notes and the Senior Subordinated Note
Indenture in an aggregate principal amount not to exceed $150,000,000 and (ii)
Guaranties thereof by any Subsidiary Guarantor; provided that such Guaranty is
subordinate to the obligations of the Subsidiary Guarantor under the Subsidiary
Guaranty to the same extent as the obligations of the Borrower or any Subsidiary
Guarantor in respect of the Senior Subordinated Notes are subordinated to the
Obligations;

          (c)  obligations under Interest Hedge Agreements with respect to the
Loans;

          (d)  (i) Indebtedness of the Parent or the Borrower or any Subsidiary
Guarantor to the Parent or the Borrower or any other Subsidiary of the Borrower
so long as the corresponding debt instruments, if any, are pledged to the
Administrative Agent as security for the Obligations and (ii) Indebtedness of
any Foreign Subsidiary to the Parent or the Borrower or any other Subsidiary of
the Borrower in an aggregate principal amount not to exceed $10,000,000;

          (e)  [Intentionally Deleted];

          (f)  Capitalized Lease Obligations and purchase money financing not
to exceed in the aggregate at any one time outstanding $1,000,000;

          (g)  Guaranties of other Indebtedness permitted pursuant to this
Agreement;

          (h)  Interest Hedge Agreements with respect to ordinary course of
business operations of the Borrower or any of its Subsidiaries;

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          (i)  Unsecured Indebtedness not otherwise permitted hereunder not to
exceed in the aggregate at any one time outstanding $500,000; and

          (j)  Any extension, renewal or replacement of the foregoing (without
any increase in the principal amount thereof or any shortening of the maturity
of any principal amount thereof) so long as such Indebtedness is permitted under
this Section 7.1 after giving effect thereto.

               Section 7.2   Limitation on Liens. The Parent and the Borrower
shall not, and shall not permit any of its Subsidiaries to, create, assume,
incur or permit to exist or to be created, assumed, incurred or permitted to
exist, directly or indirectly, any Lien on any of its properties or assets,
whether now owned or hereafter acquired, except for Permitted Liens. Except with
respect to specific property to be sold pursuant to an executed agreement with
respect to a disposition permitted under this Agreement, the Parent and the
Borrower shall not, and shall not permit any of its Subsidiaries to undertake,
covenant or agree with any third party that it will not create, assume, incur or
permit to exist any lien in the favor of the Administrative Agent or the Lenders
securing the Obligations on any of its assets or properties, whether now owned
or hereafter acquired except for (i) any agreement governing any Capital Lease
Obligations or purchase money Liens otherwise permitted hereby (in which case,
any prohibition or limitation shall only apply against the assets financed
thereby) or (ii) the Senior Subordinated Note Indenture.

               Section 7.3   Amendment and Waiver. The Parent shall not, and the
Borrower shall not, and shall not permit any of its Subsidiaries to, enter into
any amendment of, or agree to or accept or consent to any waiver of (a) any of
the material provisions of its bylaws, articles or certificate of incorporation
or formation or partnership agreement or any other agreement, as appropriate,
(b) any provision of any Material Contract, if in any case the effect thereof
would be to adversely affect the rights of the Lenders hereunder or under any
Loan Document.

               Section 7.4   Liquidation, Merger or Disposition of Assets.

          (a)  Disposition of Assets. The Parent shall not, and the Borrower
shall not, and shall not permit any of its Subsidiaries to, at any time sell,
lease, abandon, or otherwise dispose of any assets (other than (x) assets
disposed of in the ordinary course of business or (y) assets disposed of with a
value not to exceed in the aggregate $250,000 over the term of this Agreement or
(z) property involuntarily disposed of as a result of a casualty or
condemnation); provided, however that the Borrower may transfer assets of the
Borrower to any wholly-owned Subsidiary of the Borrower and the Subsidiaries may
transfer assets to the Borrower or to any other wholly-owned Subsidiary of the
Borrower; provided, further, that the fair market value of the assets
transferred to any Foreign Subsidiary during the term of this Agreement shall
not exceed $10,000,000 in the aggregate (such fair market value to be measured
at the time of any such transfer).

          (b)  Liquidation or Merger. The Parent shall not, and the Borrower
shall not, and shall not permit any of its Subsidiaries to, at any time
liquidate or dissolve

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<PAGE>

itself (or suffer any liquidation or dissolution) or otherwise wind up, or enter
into any merger, other than (i) a merger or consolidation among the Borrower and
one or more of its Subsidiaries, provided the Borrower is the surviving
corporation, or (ii) a merger between or among two or more (A) Subsidiaries of
the Borrower, (so long as (x) no Subsidiary Guarantor is a party thereto or (y)
the surviving entity is a Subsidiary Guarantor) or (B) Subsidiary Guarantors, or
(iii) in connection with an Acquisition permitted hereunder effected by a merger
in which the Borrower or, in a merger in which the Borrower is not a party, a
Subsidiary Guarantor is the surviving corporation or the surviving corporation
becomes a Subsidiary Guarantor or (iv) a liquidation of any Subsidiary of the
Borrower into the Borrower or a Subsidiary Guarantor.

               Section 7.5   Limitation on Guaranties. The Parent shall not, and
the Borrower shall not, and shall not permit any of its Subsidiaries to, at any
time Guaranty, assume, be obligated with respect to, or permit to be outstanding
any Guaranty of, any obligation of any other Person other than (a) a guaranty by
endorsement of negotiable instruments for collection in the ordinary course of
business, or (b) Guaranties of Indebtedness incurred as permitted pursuant to
Section 7.1 hereof, or (c) as may be contained in any Loan Document including,
without limitation, the Parent Guaranty and any Subsidiary Guaranty or (d)
Investments permitted under Section 7.6 in the form of Guaranties or (e)
Guaranties by the Borrower of operating leases of its Subsidiaries in the
ordinary course of business.

               Section 7.6   Investments and Acquisitions. The Parent shall not,
and the Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly make any Acquisition or Investment except that:

          (a)  the Borrower and its Subsidiaries may, directly or through a
brokerage account, purchase Cash Equivalents;

          (b)  so long as no Default or Event of Default then exists or would be
caused thereby, and the Borrower provides to the Administrative Agent and the
Lenders financial projections and calculations in form and substance reasonably
satisfactory to the Administrative Agent, specifically demonstrating the
Borrower's compliance with Section 7.8, 7.9, 7.10 and 7.17 hereof and its
ability to meet its repayment obligations hereunder through the Maturity Date,
after giving effect to such Acquisition, the Borrower and its Subsidiaries may
make Acquisitions in related businesses and industries in an aggregate amount
during the term hereof not to exceed (i) $10,000,000 less (ii) the amount of all
Investments made pursuant to Section 7.6(c) hereof;

          (c)  so long as no Default or Event of Default then exists or would be
caused thereby, and the Borrower provides to the Administrative Agent and the
Lenders financial projections and calculations, in form and substance reasonably
satisfactory to the Administrative Agent, specifically demonstrating the
Borrower's compliance with Sections 7.8, 7.9, 7.10 and 7.17 hereof and its
ability to meet its repayment obligations hereunder through the Maturity Date,
after giving effect to such Investment, the Borrower may make Investments in
Persons engaged in related businesses and industries in an

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aggregate amount during the term hereof not to exceed (i) $10,000,000 less
(ii) the amount of all Acquisitions made pursuant to Section 7.6(b) hereof;

          (d)  (i) the Parent, the Borrower or any Subsidiary of the Borrower
may make intercompany loans and advances permitted pursuant to Section 7.1
hereof; (ii) the Parent may make capital contributions in the Borrower; and
(iii) the Borrower or any Subsidiary of the Borrower may make capital
contributions in a Subsidiary Guarantor;

          (e)  the Borrower or any Subsidiary of the Borrower may make advances
to employees in the ordinary course of business in an aggregate amount not to
exceed $250,000 over the term of this Agreement; and

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

               Section 7.7   Restricted Payments. The Parent shall not, and the
Borrower shall not, and shall not permit any of its Subsidiaries to, directly or
indirectly declare or make any Restricted Payment; provided, however, that

          (a)  the Parent and the Borrower may make

          (i)   Tax Distributions;

          (ii)  dividends or distributions solely in the form of stock or other
     Ownership Interests of the Borrower (other than Disqualified Stock);

          (iii) distributions for payment of reasonable out-of-pocket legal and
     accounting fees, compensation, indemnity and reimbursement of expenses for
     officers, directors and employees of the Borrower;

          (iv)  (A) dividends or distributions on or before July 31, 2003 to the
     Parent and then to the owners of the Parent and (B) the payment of fees,
     costs and expenses in connection with the consummation of the Transactions
     as of the Agreement Date, and in clauses (A) and (B) hereof in amounts
     substantially as described on Schedule 8;

          (b)  so long as no Default or Event of Default then exists or would be
caused thereby, and the Borrower has demonstrated pro forma compliance with
Sections 7.8, 7.9, 7.10 and 7.17 hereof, the Borrower may make Restricted
Payments to the Parent to permit the Parent to pay costs and expenses incurred
by the Parent in the ordinary course of business in an amount not to exceed
$100,000 in any calendar year;

          (c)  so long as no Event of Default under Section 8.1(b), (f), (g) or
(n) hereunder or under Section 8.1(o) with respect to the Berry Contract, the
CBT Contracts or the Quebecor Contract has occurred and is continuing, or would
be caused thereby, and the Borrower has demonstrated pro forma compliance with
Sections 7.8, 7.9, 7.10

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and 7.17 hereof, the Parent and the Borrower may make payments of management
fees to Applegate in an amount not to exceed $2,000,000 in any calendar year;

          (d)  (i) so long as the Loans have not been accelerated pursuant to
Section 8.2, no Default under Section 8.1(b), (f) or (g) exists or would result
therefrom, or such payment is not otherwise prohibited by the terms hereof or
thereof (including the subordination terms thereof), the Borrower may pay cash
interest on the Senior Subordinated Notes at the times and in the amounts
required by the terms thereof and (ii) so long as no Default or Event of Default
shall have occurred and be continuing or would result therefrom, the Borrower
may prepay the Senior Subordinated Notes with the proceeds of new Senior
Subordinated Notes to the extent permitted by Section 7.1 and the other
provisions hereof; and

          (e)  the Borrower may make payments in connection with the Management
Incentive Compensation Plan to the extent such payments are made solely from
amounts contributed to the Parent by CBD Investors or its Affiliates (other than
the Borrower or its Subsidiaries) and further contributed by the Parent to the
Borrower in an aggregate amount not to exceed $5,000,000.

               Section 7.8   Maximum Leverage Ratios.

          (a)  Leverage Ratio. At all times (after giving effect to any
Advance), the Borrower shall not permit its Leverage Ratio to exceed the ratios
set forth below during the periods indicated:

                   Period                              Leverage Ratio
-------------------------------------------            --------------
Agreement Date through September 30, 2003               6.35 to 1.00
October 1, 2003 through December 31, 2003               6.10 to 1.00
January 1, 2004 through March 31, 2004                  6.05 to 1.00
April 1, 2004 through June 30, 2004                     6.00 to 1.00
July 1, 2004 through September 30, 2004                 6.00 to 1.00
October 1, 2004 through December 31, 2004               5.75 to 1.00
January 1, 2005 through March 31, 2005                  5.75 to 1.00
April 1, 2005 through June 30, 2005                     5.75 to 1.00
July 1, 2005 through September 30, 2005                 5.75 to 1.00
October 1, 2005 through December 31, 2005               5.25 to 1.00
January 1, 2006 through March 31, 2006                  5.25 to 1.00


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April 1, 2006 through June 30, 2006                     5.25 to 1.00
July 1, 2006 through September 30, 2006                 5.25 to 1.00
For each fiscal quarter from October 1,
2006 through September 30, 2007                         4.75 to 1.00
For each fiscal quarter from October 1,
2007 through December 31, 2009                          4.25 to 1.00

          (b)  Senior Leverage Ratio. At all times (after giving effect to any
Advance), the Borrower shall not permit its Senior Leverage Ratio to exceed the
ratios set forth below during the periods indicated:

                   Period                          Senior Leverage Ratio
-------------------------------------------        ---------------------
Agreement Date through September 30, 2003               3.35 to 1.00
October 1, 2003 through December 31, 2003               3.25 to 1.00
January 1, 2004 through March 31, 2004                  3.25 to 1.00
April 1, 2004 through June 30, 2004                     3.00 to 1.00
July 1, 2004 through September 30, 2004                 3.00 to 1.00
October 1, 2004 through December 31, 2004               2.75 to 1.00
January 1, 2005 through March 31, 2005                  2.75 to 1.00
April 1, 2005 through June 30, 2005                     2.75 to 1.00
July 1, 2005 through September 30, 2005                 2.75 to 1.00
October 1, 2005 through December 31, 2005               2.25 to 1.00
January 1, 2006 through March 31, 2006                  2.25 to 1.00
April 1, 2006 through June 30, 2006                     2.25 to 1.00
July 1, 2006 through September 30, 2006                 2.25 to 1.00
For each fiscal quarter from October 1,
2006 through September 30, 2007                         1.75 to 1.00
For each fiscal quarter from October 1,
2007 through December 31, 2009                          1.50 to 1.00

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               Section 7.9   Interest Coverage Ratio. At all times (after giving
effect to any Advances), the Borrower shall not permit the Interest Coverage
Ratio to be less than the ratio set forth below opposite each such period:

                   Period                         Interest Coverage Ratio
-------------------------------------------       -----------------------
For each fiscal quarter from Agreement Date
through September 30, 2004                              1.75 to 1.00
For each fiscal quarter from October 1,
2004 through September 30, 2006                         2.00 to 1.00
For each fiscal quarter from October 1,
2006 through September 30, 2007                         2.25 to 1.00
For each fiscal quarter from October 1,
2007 through December 31, 2009                          2.50 to 1.00

               Section 7.10  Fixed Charge Coverage Ratio. At all times (after
giving effect to any Advances), the Borrower shall not permit the Fixed Charge
Coverage Ratio to be less than the ratio set forth below opposite each such
period:

                   Period                        Fixed Charge Coverage Ratio
-------------------------------------------      ---------------------------
For each fiscal quarter from Agreement Date
through December 31, 2006                               1.75 to 1.00
January 1, 2007 through December 31, 2007               1.85 to 1.00
January 1, 2008 through December 31, 2009               2.00 to 1.00

               Section 7.11  [Intentionally Deleted]

               Section 7.12  [Intentionally Deleted]

               Section 7.13  Affiliate Transactions. Except as specifically
provided herein and to the extent not otherwise prohibited hereunder (including
the payment of any sums permitted under Section 7.7 hereof) and as may be
described on Schedule 2 attached hereto, the Parent shall not, and the Borrower
shall not, and shall not permit any of its Subsidiaries to, at any time engage
in any transaction with an Affiliate (other than the Parent, the Borrower or a
Subsidiary Guarantor ), or make an assignment or other transfer of any of its
properties or assets to any such Affiliate, on terms less advantageous to the
Parent, the Borrower or such Subsidiary than would be the case if such
transaction had been effected with a non-Affiliate.

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               Section 7.14  Real Estate. The Parent, the Borrower and its
Subsidiaries shall not purchase any real estate or enter into any sale-leaseback
transaction.

               Section 7.15  ERISA Liabilities. The Parent shall not, and the
Borrower shall not, and shall cause each of its ERISA Affiliates not to, enter
into any Multiemployer Plan.

               Section 7.16  Limitation on Upstream Dividends by Subsidiaries.
Except for (i) restrictions imposed by Applicable Law and (ii) restrictions
imposed by the Loan Documents, the Borrower shall not permit any of its
Subsidiaries to enter into or agree, or otherwise become subject, to any
agreement, contract or other arrangement with any Person pursuant to the terms
of which (a) such Subsidiary is or would be prohibited from declaring or paying
any cash dividends or distributions on any class of its Ownership Interests
owned directly or indirectly by the Borrower or from making any other
distribution on account of any class of any such Ownership Interests owned
directly or indirectly by the Borrower (herein referred to as "Upstream
Dividends") or (b) the declaration or payment of Upstream Dividends by a
Subsidiary to the Borrower or to another Subsidiary of the Borrower, on an
annual or cumulative basis, is or would be otherwise limited or restricted; or
(c) in the case of a Domestic Subsidiary, such Subsidiary would be prohibited
from guaranteeing the Indebtedness of the Borrower or any of its Subsidiaries;
or (d) such Subsidiary would be prohibited from repaying loans or advances to
the Borrower or any other Subsidiary of the Borrower.

               Section 7.17  Limitation on Capital Expenditures. The Parent and
the Borrower shall not, and shall not permit any of their Subsidiaries to make
or commit to make any Capital Expenditure, except (a) Capital Expenditures of
the Borrower and its Subsidiaries in the ordinary course of business not
exceeding (i) from the Agreement Date until December 31, 2003, $1,000,000 in the
aggregate and (ii) thereafter, $2,000,000 in the aggregate in any fiscal year;
provided, that (i) up to 50% of any such amount referred to above, if not so
expended in the fiscal year for which it is permitted, may be carried over for
expenditure in the next succeeding fiscal year and (ii) Capital Expenditures
made pursuant to this clause (a) during any fiscal year shall be deemed made,
first, in respect of amounts carried over from the prior fiscal year pursuant to
subclause (i) above and second, in respect of amounts permitted for such fiscal
year as provided above.

               Section 7.18  Limitation on Optional Payments and
Modifications of Debt Instruments, etc. The Parent and the Borrower shall not,
and shall not permit any of their Subsidiaries to make or offer to make (unless
the consummation of such offer is conditioned on the consent of the Lenders in
accordance with the terms hereof) any optional or voluntary payment, prepayment,
repurchase or redemption of, or otherwise voluntarily or optionally defease, the
Senior Subordinated Notes (except to the extent permitted by Section 7.7(d)(ii))
or segregate funds for any such payment, prepayment, repurchase, redemption or
defeasance, or enter into any derivative or other transaction with any financial
institution, commodities or stock exchange or clearinghouse (a "Derivatives
Counterparty") obligating the Parent, the Borrower or any Subsidiary to

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make payments to such Derivatives Counterparty as a result of any change in
market value of the Senior Subordinated Notes or any Subordinated Debt, (b)
amend, modify or otherwise change, or consent or agree to any amendment,
modification, waiver or other change to, any of the terms of the Senior
Subordinated Notes or the Senior Subordinated Note Indenture (other than any
such amendment, modification, waiver or other change which (i) would extend the
maturity or reduce the amount of any payment of principal thereof, reduce the
rate or extend the date for payment of interest thereon or relax any covenant or
other restriction applicable to the Parent, the Borrower or any of its
Subsidiaries and (ii) does not involve the payment of a consent fee (other than
any such consent fees in an aggregate amount not to exceed $4,000,000 during the
term of this Agreement)) or (c) designate any Indebtedness (other than the
Obligations) as "Designated Senior Indebtedness" for the purposes of the Senior
Subordinated Note Indenture.

               Section 7.19  Limitation on Changes in Fiscal Periods. The Parent
and the Borrower shall not permit the fiscal year of the Borrower to end on a
day other than December 31 or change the Borrower's method of determining fiscal
quarters.

               Section 7.20  Limitation on Activities of Parent. The Parent
shall not, notwithstanding anything to the contrary in this Agreement or any
other Loan Document, (a) conduct, transact or otherwise engage in, or commit to
conduct, transact or otherwise engage in, any business or operations other than
those incidental to its ownership of the Ownership Interests of the Borrower,
(b) incur, create, assume or suffer to exist any Indebtedness or other
liabilities or financial obligations, except (i) nonconsensual obligations
imposed by operation of law, (ii) pursuant to the Loan Documents to which it is
a party and the Senior Subordinated Note Indenture and (iii) obligations with
respect to its Ownership Interests, or (c) own, lease, manage or otherwise
operate any properties or assets (including cash (other than cash received in
connection with dividends made by the Borrower in accordance with Section 7.7
pending application in the manner contemplated by said Section) and cash
equivalents) other than holding Ownership Interests of the Borrower.

               Section 7.21  Limitations of New Subsidiaries. The Parent and the
Borrower shall not, and shall not permit any of their Subsidiaries to, acquire
or create any new Subsidiary unless after giving effect to such creation or
acquisition, such Subsidiary is a wholly-owned Subsidiary of the Parent, the
Borrower or its Subsidiaries and the Borrower is in compliance with Section 5.12
and the Investment in such Subsidiary is permitted under Section 7.6.

                                    ARTICLE 8
                                    ---------

                                     Default
                                     -------

               Section 8.1   Events of Default. Each of the following shall
constitute an Event of Default, whatever the reason for such event and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment

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or order of any court or any order, rule or regulation of any governmental or
nongovernmental body:

          (a)  Any representation or warranty made under this Agreement shall
prove incorrect or misleading in any material respect when made or deemed to be
made pursuant to Section 4.2 hereof;

          (b)  The Borrower shall default in the payment of: (i) any interest
hereunder or fees or other amounts payable to the Lenders and the Administrative
Agent under any of the Loan Documents, or any of them, when due, and such
Default shall not be cured by payment in full within three (3) Business Days
from the due date; or (ii) any principal of any Loan when due in accordance with
the terms hereof;

          (c)  The Parent or the Borrower shall default in the performance or
observance of any agreement or covenant contained in Articles 6 or 7 hereof;

          (d)  The Parent or the Borrower shall default in the performance or
observance of any other agreement or covenant contained in this Agreement not
specifically referred to elsewhere in this Section 8.1 and such default shall
not be cured within a period of thirty (30) days from the occurrence of such
Default;

          (e)  There shall occur any default in the performance or observance of
any agreement or covenant or breach of any representation or warranty contained
in any of the Loan Documents (other than this Agreement or as otherwise provided
in Section 8.1 of this Agreement) by the Parent, the Borrower, any of its
Subsidiaries, or any other obligor thereunder, which shall not be cured within a
period of thirty (30) days from the occurrence of such Default;

          (f)  There shall be entered and remain unstayed a decree or order for
relief in respect of the Parent, the Borrower or any of the Borrower's
Subsidiaries under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other applicable foreign, Federal or state bankruptcy
law or other similar law, or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or similar official of the Parent, the Borrower
or any of the Borrower's Subsidiaries, or of any substantial part of their
respective properties, or ordering the winding-up or liquidation of the affairs
of the Parent, the Borrower, or any of the Borrower's Subsidiaries; or an
involuntary petition shall be filed against the Parent, the Borrower or any of
the Borrower's Subsidiaries and a temporary stay entered, and (i) such petition
and stay shall not be diligently contested, or (ii) any such petition and stay
shall continue undismissed for a period of sixty (60) consecutive days;

          (g)  The Parent, the Borrower or any of the Borrower's Subsidiaries
shall file a petition, answer or consent seeking relief under Title 11 of the
United States Code, as now constituted or hereafter amended, or any other
applicable foreign, Federal or state bankruptcy law or other similar law, or the
Parent, the Borrower or any of the Borrower's Subsidiaries shall consent to the
institution of proceedings thereunder or to the filing of any such petition or
to the appointment or taking of possession of a receiver,

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<PAGE>

liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Parent, the Borrower or any of the Borrower's Subsidiaries or of any
substantial part of their respective properties, or the Parent, the Borrower or
any of the Borrower's Subsidiaries shall fail generally to pay their respective
debts as they become due or shall be adjudicated insolvent; the Parent or the
Borrower shall suspend or discontinue its business; the Parent, the Borrower or
any of the Borrower's Subsidiaries shall have concealed, removed any of its
property with the intent to hinder or defraud its creditors or shall have made a
fraudulent or preferential transfer under any applicable fraudulent conveyance
or bankruptcy law, or the Parent, the Borrower or any of the Borrower's
Subsidiaries shall take any action in furtherance of any such action;

          (h)  A judgment, decree or award not covered by insurance or
indemnification, where the indemnifying party has agreed to indemnify and is
financially able to do so, shall be entered by any court or arbitration panel
against the Parent, the Borrower or any of the Borrower's Subsidiaries for the
payment of money which exceeds singly or in the aggregate with other such
judgments, $2,000,000, or a warrant of attachment or execution or similar
process shall be issued or levied against property of the Parent, the Borrower
or any of the Borrower's Subsidiaries which, together with all other such
property of the Parent, the Borrower or any of the Borrower's Subsidiaries
subject to other such process, exceeds in value $2,000,000 in the aggregate, and
after the entry, issue or levy thereof, such judgment, warrant or process shall
for any consecutive thirty (30) day period not have been paid or discharged or
stayed pending appeal or removed to bond, or if, after the expiration of any
such stay, such judgment, warrant or process shall not have been paid or
discharged or removed to bond;

          (i)  There shall be at any time any "accumulated funding deficiency,"
as defined in ERISA or in Section 412 of the Code, with respect to any Plan
maintained by the Parent, the Borrower or any of its Subsidiaries or any ERISA
Affiliate, or to which the Parent, the Borrower or any of its Subsidiaries or
any ERISA Affiliate has any liabilities, or any trust created thereunder; or a
trustee shall be appointed by a United States District Court to administer any
such Plan; or PBGC shall institute proceedings to terminate any such Plan; or
the Parent, the Borrower or any of its Subsidiaries or any ERISA Affiliate shall
incur any liability to PBGC in connection with the termination of any such Plan;
or any Plan or trust created under any Plan of the Borrower or any of its
Subsidiaries or any ERISA Affiliate shall engage in a "prohibited transaction"
(as such term is defined in Section 406 of ERISA or Section 4975 of the Code)
which would subject any such Plan, any trust created thereunder, any trustee or
administrator thereof, or any party dealing with any such Plan or trust to the
tax or penalty on "prohibited transactions" imposed by Section 502 of ERISA or
Section 4975 of the Code;

          (j)  There shall occur (i) any default (after giving effect to
applicable cure periods and consents and waivers obtained during such cure
periods) under any instrument, document or agreement relating to any
Indebtedness for Money Borrowed of the Parent, the Borrower or any of the
Borrower's Subsidiaries in an aggregate principal amount exceeding $2,000,000;
(ii) any event or condition the occurrence of which would permit the
acceleration of such Indebtedness, or which, as a result of a failure to comply
with the terms thereof, would make such Indebtedness otherwise due and payable,
and

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which event or condition has not been cured within any applicable cure period or
waived in writing prior to any declaration of an Event of Default or
acceleration of the Loans hereunder; or (iii) any material default under any
Interest Hedge Agreement which would permit the obligation of the Borrower to
make payments to the counterparty thereunder to be then due and payable;

          (k)  Any Loan Document or any material provision thereof, shall at any
time and for any reason be declared by a court of competent jurisdiction to be
null and void, or a proceeding shall be commenced by the Parent, the Borrower or
any of the Borrower's Subsidiaries or by any governmental authority having
jurisdiction over the Parent, the Borrower or any of the Borrower's Subsidiaries
seeking to establish the invalidity or unenforceability thereof (exclusive of
questions of interpretation of any provision thereof), or the Parent, the
Borrower or any of the Borrower's Subsidiaries shall deny that it has any
liability or obligation for the payment of principal or interest purported to be
created under any Loan Document;

          (l)  Any Security Document shall for any reason, fail or cease(except
by reason of lapse of time) (i) to be in full force and effect, or the Parent,
the Borrower or any of their Subsidiaries or any of their respective Affiliates
shall so assert, or (ii) to create a valid and perfected and first-priority Lien
on or Security Interest in any portion of the Collateral purported to be covered
thereby, subject only to Permitted Liens;

          (m)  There shall occur any Change of Control;

          (n)  The Borrower's right to use the "Cincinnati Bell Directory"
trademark pursuant to the Broadwing License Agreement shall terminate;

          (o)  The Parent, the Borrower or any of its Subsidiaries shall lose
any rights to the benefit of, or the occurrence of any default or the
termination of any rights under, any Material Contract and shall fail to cure
such default within any cure period applicable to such default under such
contract or shall fail to replace such terminated Material Contract with another
contract on substantially the same terms as the terminated Material Contract or
on such other terms and conditions reasonably satisfactory to the Administrative
Agent with 15 days of receipt by the Parent, the Borrower or any of its
Subsidiaries of notice of such termination; or

          (p)  The Senior Subordinated Notes or the guarantees thereof shall
cease, for any reason, to be validly subordinated to the Obligations as provided
in the Senior Subordinated Note Indenture, or the Parent, the Borrower or any of
their Subsidiaries or any of their Affiliates, the trustee in respect of the
Senior Subordinated Notes or the holders of at least 25% in aggregate principal
amount of the Senior Subordinated Notes shall so assert in writing.

               Section 8.2   Remedies.

          (a)  If an Event of Default specified in Section 8.1 (other than an
Event of Default under Section 8.1(f) or Section 8.1(g)) shall have occurred and
shall be continuing, the Administrative Agent, at the request of the Required
Lenders shall

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(i) terminate the Revolving Loan Commitment and/or (ii) declare the principal of
and interest on the Loans and the Notes and all other amounts owed to the
Lenders and the Administrative Agent under this Agreement, the Notes and any
other Loan Documents to be forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything in this Agreement, the Notes or any other Loan Document to the
contrary notwithstanding, and the Revolving Loan Commitment shall thereupon
forthwith terminate.

          (b)  Upon the occurrence and continuance of an Event of Default
specified in Section 8.1(f) or Section 8.1(g), all principal, interest and other
amounts due hereunder and under the Notes, and all other Obligations, shall
thereupon and concurrently therewith automatically become due and payable and
the Revolving Loan Commitment shall forthwith automatically terminate and the
principal amount of the Loans outstanding hereunder shall bear interest at the
Default Rate, all without any action by the Administrative Agent or the Lenders
or the Required Lenders or any of them and without presentment, demand, protest
or other notice of any kind, all of which are expressly waived, anything in this
Agreement or in the other Loan Documents to the contrary notwithstanding.

          (c)  Upon acceleration of the Notes, as provided in subsection (a) or
(b) of this Section 8.2, above, the Administrative Agent and the Lenders shall
have all of the post-default rights granted to them, or any of them, as
applicable under the Loan Documents and under Applicable Law.

          (d)  Upon acceleration of the Obligations, as provided in subsection
(a) or (b) of this Section 8.2, the Administrative Agent shall have the right
(but not the obligation) upon the request of all Lenders to operate the business
of the Borrower and its Subsidiaries in accordance with the terms of the
licenses and pursuant to the terms and subject to any limitations contained in
the Security Documents and, within guidelines established by the Required
Lenders, to make any and all payments and expenditures necessary or desirable in
connection therewith, including, without limitation, payment of wages as
required under the Fair Labor Standards Act, as amended, and of any necessary
withholding taxes to state or federal authorities. In the event the Required
Lenders fail to agree upon the guidelines referred to in the preceding sentence
within six (6) Business Days after the Administrative Agent has begun to operate
the business of the Borrower, the Administrative Agent may, after giving three
(3) days' prior written notice to the Lenders of its intention to do so, make
such payments and expenditures as it deems reasonable and advisable in its sole
discretion to maintain the normal day-to-day operation of such business. Such
payments and expenditures in excess of receipts shall constitute Advances under
this Agreement, not in excess of the amount of the Revolving Loan Commitment.
Advances made pursuant to this Section 8.2(d) shall bear interest as provided in
Section 2.3(d) and shall be payable on demand. The making of one or more
Advances under this Section 8.2(d) shall not create any obligation on the part
of the Lenders to make any additional Advances hereunder. No exercise by the
Administrative Agent of the rights granted to it under this Section 8.2(d) shall
constitute a waiver of any other rights and remedies granted to the
Administrative Agent and the Lenders, or any of them, under this Agreement or at
law. The Parent and the Borrower each hereby

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irrevocably appoints the Administrative Agent as agent for the Lenders, the true
and lawful attorney of the Parent and the Borrower, respectively, in its name
and stead and on its behalf, to execute, receipt for or otherwise act in
connection with any and all contracts, instruments or other documents in
connection with the operation of the Borrower's business in the exercise of the
Administrative Agent's and the Lenders' rights under this Section 8.2(d). Such
power of attorney is coupled with an interest and is irrevocable. The rights of
the Administrative Agent under this Section 8.2(d) shall be subject to its prior
compliance with Applicable Law to the extent applicable to the exercise of such
rights.

          (e)  Upon acceleration of the Obligations, as provided in subsection
(a) or (b) of this Section 8.2, the Administrative Agent, upon request of the
Required Lenders, shall have the right to the appointment of a receiver for the
properties and assets of the Borrower and its Subsidiaries, and the Parent, for
itself and the Borrower, for itself and on behalf of its Subsidiaries, hereby
consents to such rights and such appointment and hereby waives any objection the
Borrower or any Subsidiary may have thereto or the right to have a bond or other
security posted by the Administrative Agent on behalf of the Lenders, in
connection therewith. The rights of the Administrative Agent under this Section
8.2(e) shall be subject to its prior compliance with Applicable Law to the
extent applicable to the exercise of such rights.

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

               Section 8.3   Payments Subsequent to Declaration of Event of
Default. Subsequent to the acceleration of the Loans under Section 8.2 hereof,
payments and prepayments under this Agreement made to the Administrative Agent
and the Lenders or otherwise received by any of such Persons (from realization
on Collateral for the Obligations or otherwise) shall be paid over to the
Administrative Agent (if necessary) and distributed by the Administrative Agent
as follows: first, to the Administrative Agent's reasonable costs and expenses,
if any, incurred in connection with the collection of such payment or
prepayment, including, without limitation, any reasonable costs incurred by it
in connection with the sale or disposition of any Collateral for the Obligations
and all amounts under Section 11.2; second, to the Lenders or the Administrative
Agent for any fees hereunder or under any of the other Loan Documents then due
and payable; third, to the Lenders pro rata on the basis of their respective
unpaid principal amounts outstanding under the Loans (except as provided in
Section 2.2(e)), to the payment of any unpaid interest which may have accrued on
the Obligations; fourth, to the Lenders pro rata based on the unpaid principal
amount of the Loans then outstanding until all Loans have been paid in full
(and, for purposes of this clause, obligations under Interest Hedge Agreements
with the Lenders or any of them shall be paid on a pro rata basis with the
Loans); fifth, to the Lenders pro rata on the basis of their respective unpaid
amounts, to the payment of any other unpaid Obligations; and sixth, to the
Borrower or as otherwise required by law.

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                                    ARTICLE 9
                                    ---------

                                   The Agents
                                   ----------

               Section 9.1   Appointment. Each Lender hereby irrevocably
designates and appoints the Agents as the agents of such Lender under this
Agreement and the other Loan Documents, and each Lender irrevocably authorizes
each Agent, in such capacity, to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and to exercise such
powers and perform such duties as are expressly delegated to such Agent by the
terms of this Agreement and the other Loan Documents, together with such other
powers as are reasonably incidental thereto. Notwithstanding any provision to
the contrary elsewhere in this Agreement, no Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against any Agent.

               Section 9.2   Delegation of Duties. Each Agent may execute any of
its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. No Agent shall be responsible
to any Lender or other Agent for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

               Section 9.3   Exculpatory Provisions. Neither any Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable to any Lender or other Agent for any action lawfully taken
or omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except to the extent that any of the
foregoing are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from its or such Person's own gross
negligence or willful misconduct) or (ii) responsible in any manner to any of
the Lenders for any recitals, statements, representations or warranties made by
any Loan Party or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agents under or in connection
with, this Agreement or any other Loan Document or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document or for any failure of any Loan Party to perform its
obligations hereunder or thereunder. The Agents shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or
performance of any of the agreements contained in, or conditions of, this
Agreement or any other Loan Document, or to inspect the properties, books or
records of any Loan Party.

               Section 9.4   Reliance of Agents. Each Agent shall be entitled
to rely, and shall be fully protected in relying, upon any instrument, writing,
resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to

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<PAGE>

have been signed, sent or made by the proper Person or Persons and upon advice
and statements of legal counsel (including, without limitation, counsel to the
Loan Parties), independent accountants and other experts selected by such Agent.
The Agents may deem and treat the payee of any Note as the owner thereof for all
purposes unless such Note shall have been transferred in accordance with Section
11.5 and all actions required by such Section in connection with such transfer
shall have been taken. Each Agent shall be fully justified in failing or
refusing to take any action under this Agreement or any other Loan Document
unless it shall first receive such advice or concurrence of the Required Lenders
(or, if so specified by this Agreement, all Lenders or any other instructing
group of Lenders specified by this Agreement) as it deems appropriate or it
shall first be indemnified to its satisfaction by the Lenders against any and
all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. Each Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement and the
other Loan Documents in accordance with a request of the Required Lenders (or,
if so specified by this Agreement, all Lenders or any other instructing group of
Lenders specified by this Agreement), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Loans.

               Section 9.5   Notice of Default. No Agent shall be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless such Agent shall have received notice from a Lender, the Parent
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default". In the event that
the Administrative Agent receives such a notice, the Administrative Agent shall
give notice thereof to the Lenders. The Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably
directed by the Required Lenders (or, if so specified by this Agreement, all
Lenders or any other instructing group of Lenders specified by this Agreement);
provided that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem advisable in the best interests of the
Lenders.

               Section 9.6   Non-Reliance on Agents and Other Lenders. Each
Lender expressly acknowledges that neither any of the Agents nor any of their
respective officers, directors, employees, agents, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by
any Agent hereafter taken, including any review of the affairs of a Loan Party
or any affiliate of a Loan Party, shall be deemed to constitute any
representation or warranty by any Agent to any Lender. Each Lender represents to
the Agents that it has, independently and without reliance upon any Agent or any
other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Loan Parties and their affiliates and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon any Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals

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<PAGE>

and decisions in taking or not taking action under this Agreement and the other
Loan Documents, and to make such investigation as it deems necessary to inform
itself as to the business, operations, property, financial and other condition
and creditworthiness of the Loan Parties and their affiliates. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Administrative Agent hereunder, no Agent shall have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Loan Party or any affiliate of
a Loan Party that may come into the possession of such Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates.

               Section 9.7   Indemnification. The Lenders agree to indemnify
each Agent in its capacity as such (to the extent not reimbursed by the Parent
or the Borrower and without limiting the obligation of the Parent or the
Borrower to do so), ratably according to their respective Commitment Ratios in
effect on the date on which indemnification is sought under this Section (or, if
indemnification is sought after the date upon which the Commitments shall have
terminated and the Loans shall have been paid in full, ratably in accordance
with such Commitment Ratios immediately prior to such date), for, and to save
each Agent harmless from and against, any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever that may at any time (including, without
limitation, at any time following the payment of the Loans) be imposed on,
incurred by or asserted against such Agent in any way relating to or arising out
of, the Commitments, this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements that are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from such Agent's gross negligence or
willful misconduct. All amounts due under this Section shall be payable not
later than 30 days after written demand therefor. The agreements in this Section
shall survive the payment of the Loans and all other amounts payable hereunder.

               Section 9.8   Agent in Its Individual Capacity. Each Agent and
its affiliates may make loans to, accept deposits from and generally engage in
any kind of business with any Loan Party as though such Agent were not an Agent.
With respect to its Loans made or renewed by it, each Agent shall have the same
rights and powers under this Agreement and the other Loan Documents as any
Lender and may exercise the same as though it were not an Agent, and the terms
"Lender" and "Lenders" shall include each Agent in its individual capacity.

               Section 9.9   Successor Administrative Agent. The Administrative
Agent may resign as Administrative Agent upon 10 days' notice to the Lenders and
the Borrower. If the Administrative Agent shall resign as Administrative Agent
under this Agreement and the other Loan Documents, then the Required Lenders
shall appoint from among the Lenders a successor agent for the Lenders, which
successor

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<PAGE>

agent shall (unless an Event of Default under Section 8.1(b), Section 8.1(f) or
Section 8(g) with respect to the Borrower shall have occurred and be continuing)
be subject to approval by the Borrower (which approval shall not be unreasonably
withheld or delayed), whereupon such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent's rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Agreement or any holders of the Loans. If no successor agent
has accepted appointment as Administrative Agent by the date that is 10 days
following a retiring Administrative Agent's notice of resignation, the retiring
Administrative Agent's resignation shall nevertheless thereupon become
effective, and the Lenders shall assume and perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. The Syndication Agent may, at
any time, by notice to the Lenders and the Administrative Agent, resign as
Syndication Agent hereunder, whereupon the duties, rights, obligations and
responsibilities of the Syndication Agent hereunder shall automatically be
assumed by, and inure to the benefit of, the Administrative Agent, without any
further act by the Syndication Agent, the Administrative Agent or any Lender.
After any retiring Agent's resignation as Agent, the provisions of this Section
9 shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was Agent under this Agreement and the other Loan Documents.

               Section 9.10  Authorization to Release Liens and Guarantees. The
Administrative Agent is hereby irrevocably authorized by each of the Lenders to
effect any release of Liens or guarantee obligations contemplated by Section
11.12 hereof.

               Section 9.11  The Arrangers; the Syndication Agent; the
Documentation Agent . Neither the Arrangers, the Syndication Agent nor the
Documentation Agent, in their respective capacities as such, shall have any
duties or responsibilities, and shall not have any liability, under this
Agreement and the other Loan Documents.

                                   ARTICLE 10
                                   ----------

                   Change in Circumstances Affecting Advances
                   ------------------------------------------

               Section 10.1  LIBOR Basis Determination Inadequate or Unfair. If
with respect to any proposed LIBOR Advance for any Interest Period, the
Administrative Agent determines after consultation with the Lenders that
deposits in dollars (in the applicable amount) are not being offered to each of
the Lenders in the relevant market for such Interest Period, the Administrative
Agent shall forthwith give notice thereof to the Borrower and the Lenders,
whereupon until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such situation no longer exist, the obligations of
any affected Lender to make its portion of such LIBOR Advances shall be
suspended.

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<PAGE>

               Section 10.2  Illegality. If after the date hereof, the adoption
of any Applicable Law, or any change in any Applicable Law (other than changes
that are effective after the Agreement Date but result from the adoption of any
Applicable Law prior to the Agreement Date), or any change in interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender with any directive (whether or not having the force of law) of any
such authority, central bank or comparable agency issued after the date hereof,
shall make it unlawful or impossible for any Lender to make, maintain or fund
its portion of LIBOR Advances, such Lender shall so notify the Administrative
Agent, and the Administrative Agent shall forthwith give notice thereof to the
other Lenders and the Borrower. Before giving any notice to the Administrative
Agent pursuant to this Section 10.2, such Lender shall designate a different
lending office if such designation will avoid the need for giving such notice
and will not, in the sole reasonable judgment of such Lender, be otherwise
materially disadvantageous to such Lender. Upon receipt of such notice,
notwithstanding anything contained in Article 2 hereof, the Borrower shall repay
in full the then outstanding principal amount of such Lender's portion of each
affected LIBOR Advance, together with accrued interest thereon, on either (a)
the last day of the then current Interest Period applicable to such affected
LIBOR Advances if such Lender may lawfully continue to maintain and fund its
portion of such LIBOR Advance to such day or (b) immediately if such Lender may
not lawfully continue to fund and maintain its portion of such affected LIBOR
Advances to such day. Concurrently with repaying such portion of each affected
LIBOR Advance, the Borrower may borrow a Base Rate Advance from such Lender,
whether or not it would have been entitled to effect such borrowing and such
Lender shall make such Advance, if so requested, in an amount such that the
outstanding principal amount of the affected Note held by such Lender shall
equal the outstanding principal amount of such Note or Notes immediately prior
to such repayment. The obligation of such Lender to make LIBOR Advances is
suspended only until such time as it is once more possible and legal for such
Lender to fund and maintain LIBOR Advances.

               Section 10.3  Increased Costs.

          (a)  If after the date hereof, the adoption of any Applicable Law, or
any change in any Applicable Law (other than changes that are effective after
the Agreement Date but result from the adoption of any Applicable Law prior to
the Agreement Date), or any interpretation or change in interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof or compliance
by any Lender with any directive (whether or not having the force of law) of any
such authority, central bank or comparable agency shall impose, modify or deem
applicable any reserve (including, without limitation, any imposed by the Board
of Governors of the Federal Reserve System, but excluding any included in an
applicable Eurodollar Reserve Percentage), special deposit, capital adequacy,
assessment or other requirement or condition against assets of, deposits with or
for the account of, or commitments or credit extended by, any Lender or shall
impose on any Lender or the London interbank borrowing market any other
condition affecting its obligation to make its portion of such LIBOR Advances or
its portion of existing Advances;

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and the result of any of the foregoing is to increase the cost to such Lender of
making or maintaining any of its portion of LIBOR Advances, or to reduce the
amount of any sum received or receivable by such Lender under this Agreement or
under its Note with respect thereto, then, within ten (10) days after demand by
such Lender, the Borrower agrees to pay to such Lender such additional amount or
amounts as will compensate such Lender for such increased costs. Each Lender
will promptly notify the Borrower and the Administrative Agent of any event of
which it has knowledge, occurring after the date hereof, which will entitle such
Lender to compensation pursuant to this Section 10.3 and will designate a
different lending office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the sole reasonable judgment
of such Lender made in good faith, be otherwise disadvantageous to such Lender.

          (b)  Any Lender claiming compensation under this Section 10.3 shall
provide the Borrower with a written certificate setting forth the additional
amount or amounts to be paid to it hereunder and calculations therefor in
reasonable detail. Such certificate shall be presumptively correct absent
manifest error. Notwithstanding the foregoing, the Borrower shall only be
obligated to compensate such Lender for any amount under this subsection arising
or occurring during (i) in the case of each such request for compensation, any
time or period commencing not more than ninety (90) days prior to the date on
which such Lender submits such request and (ii) any other time or period during
which, because of the unannounced retroactive application of such law,
regulation, interpretation, request or directive, such Lender could not have
known that the resulting reduction in return might arise. In determining such
amount, such Lender may use any reasonable averaging and attribution methods. If
any Lender demands compensation under this Section 10.3, the Borrower may at any
time, upon at least five (5) Business Days' prior notice to such Lender, prepay
in full such Lender's portion of the then outstanding LIBOR Advances, together
with accrued interest thereon to the date of prepayment, along with any
reimbursement required under Section 2.11 hereof. Concurrently with prepaying
such portion of LIBOR Advances the Borrower may, whether or not then entitled to
make such borrowing, borrow a Base Rate Advance, or a LIBOR Advance not so
affected, from such Lender, and such Lender shall, if so requested, make such
Advance in an amount such that the outstanding principal amount of the affected
Note or Notes held by such Lender shall equal the outstanding principal amount
of such Note or Notes immediately prior to such prepayment.

               Section 10.4  Effect On Other Advances. If notice has been given
pursuant to Section 10.1, 10.2 or 10.3 suspending the obligation of any Lender
to make its portion of any type of LIBOR Advance, or requiring such Lender's
portion of LIBOR Advances to be repaid or prepaid, then, unless and until such
Lender notifies the Borrower that the circumstances giving rise to such
repayment no longer apply, all amounts which would otherwise be made by such
Lender as its portion of LIBOR Advances shall, unless otherwise notified by the
Borrower, be made instead as Base Rate Advances.

               Section 10.5  Claims for Increased Costs and Taxes. In the event
that any Lender shall decline to make LIBOR Advances pursuant to Sections 10.1
and 10.2 hereof or shall have notified the Borrower that it is entitled to claim
compensation

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<PAGE>

pursuant to Section 10.3, 2.10, 2.11 or 2.13 hereof or is unable to complete the
form as required under Section 2.14 hereof (each such Lender being an "Affected
Lender"), the Borrower at its own cost and expense may designate a replacement
lender (a "Replacement Lender") to assume the Commitment and the obligations of
any such Affected Lender hereunder, and to purchase the outstanding Loans of
such Affected Lender and such Affected Lender's rights hereunder and with
respect thereto, and within ten (10) Business Days of such designation the
Affected Lender shall (a) sell to such Replacement Lender, without recourse
upon, warranty by or expense to such Affected Lender, by way of an Assignment
and Acceptance Agreement substantially in the form of Exhibit A attached hereto,
for a purchase price equal to (unless such Lender agrees to a lesser amount) the
outstanding principal amount of the Loans of such Affected Lender, plus all
interest accrued and unpaid thereon and all other amounts owing to such Affected
Lender hereunder, including without limitation, any amount which would be
payable to such Affected Lender pursuant to Section 2.10 hereof, and (b) assign
the Commitment of such Affected Lender and upon such assumption and purchase by
the Replacement Lender, such Replacement Lender shall be deemed to be a "Lender"
for purposes of this Agreement and such Affected Lender shall cease to be a
"Lender" for purposes of this Agreement and shall no longer have any obligations
or rights hereunder (other than any obligations or rights which according to
this Agreement shall survive the termination of the Commitment).

                                   ARTICLE 11
                                   ----------

                                  Miscellaneous
                                  -------------

               Section 11.1  Notices.

          (a)  Except as otherwise expressly provided herein, all notices and
other communications under this Agreement and the other Loan Documents (unless
otherwise specifically stated therein) shall be in writing and shall be deemed
to have been given three (3) Business Days after deposit in the mail, designated
as certified mail, return receipt requested, postage-prepaid, or one (1)
Business Day after being entrusted to a reputable commercial overnight delivery
service for next day delivery, or when sent on a Business Day prior to 5:00 p.m.
(New York time) by telecopy addressed to the party to which such notice is
directed at its address determined as provided in this Section 11.1. All notices
and other communications under this Agreement shall be given to the parties
hereto at the following addresses:

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

                CBD Media LLC
                312 Plum Street, Suite 900
                Cincinnati, OH 45202
                Attn: Mr. John P. Schwing

                with copy to:
                ------------

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<PAGE>

                Spectrum Equity Investors IV, L.P.
                333 Middlefield Road, Suite 200
                Menlo Park, California 94025
                Attn: Mr.  Brion Applegate/Mr. Benjamin Coughlin

                with an additional copy to:
                --------------------------

                Latham & Watkins
                505 Montgomery Street, Suite 1900
                San Francisco, California 94111
                Attn: Scott Haber, Esq.

          (ii)  If to the Parent, to it at:

                CBD Media Holdings LLC
                c/o Spectrum Equity Investors IV, L.P.
                333 Middlefield Road, Suite 200
                Menlo Park, California 94025
                Attn: Mr. Brion Applegate

                with an additional copy to:
                --------------------------

                Latham & Watkins
                505 Montgomery Street, Suite 1900
                San Francisco, California 94111
                Attn: Scott Haber, Esq.

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

                Lehman Commercial Paper Inc.
                745 Seventh Avenue
                New York, NY  10019
                Attention: Andrew Keith

          (iv)  If to the Lenders, as set forth in an Administrative
     Questionnaire delivered to the Administrative Agent or on Schedule I to the
     Lender Addendum to which such Lender is a party or, in the case of a Lender
     which becomes a party to this Agreement pursuant to an Assignment and
     Acceptance Agreement, in such Assignment and Acceptance Agreement.

The failure to provide copies shall not affect the validity of the notice given
to the primary recipient.

          (b)  Any party hereto may change the address to which notices shall be
directed under this Section 11.1 by giving ten (10) days' written notice of such
change to the other parties.

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<PAGE>

               Section 11.2  Expenses. The Parent and the Borrower will promptly
pay, or reimburse:

          (a)  all reasonable out-of-pocket expenses of the Administrative Agent
and the Arrangers in connection with syndication of the Commitments (not
including fees payable to syndicate members) and the preparation, negotiation,
execution and delivery of this Agreement and the other Loan Documents, and the
transactions contemplated hereunder and thereunder and the making of the initial
Advance hereunder (whether or not such Advance is made), including, but not
limited to, the reasonable fees and disbursements of Weil, Gotshal & Manges LLP,
counsel for the Administrative Agent, the charges of Intralinks, or the
preparation, negotiation, execution and delivery of any waiver, amendments, or
consent by the Administrative Agent, relating to this Agreement or the other
Loan Documents whether or not executed;

          (b)  all reasonable out-of-pocket expenses of the Administrative Agent
and Lenders in connection with the restructuring and "work out" of the
transactions contemplated in this Agreement or then other Loan Documents whether
or not executed including, but not limited to, the reasonable fees and
disbursements of any experts, agents or consultants and of counsel for the
Administrative Agent and the Lenders;

          (c)  all out-of-pocket costs and expenses of the Administrative Agent
and the Lenders of enforcement under this Agreement or the other Loan Documents
and all out-of-pocket costs and expenses of collection if an Event of Default
occurs in the payment of the Obligations, which in each case shall include fees
and out-of-pocket expenses of counsel for the Administrative Agent and the
Lenders;

          (d)  to pay, indemnify, or reimburse each Lender and the Agents for,
and hold each Lender and the Agents harmless from, any and all recording and
filing fees and any and all liabilities with respect to, or resulting from any
delay by the Borrower in paying, stamp, excise and other taxes, if any, which
may be payable or determined to be payable in connection with the execution and
delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, this Agreement, the other Loan Documents and
any such other documents.

     All amounts due under this Section shall be payable not later than 30 days
after written demand therefor. Statements payable by the Borrower pursuant to
this Section shall be submitted to Mr. John P. Schwing (Telephone No.
513-397-7422) (Fax No. 513-651-3842) at the address of the Borrower set forth in
Section 11.1, or to such other Person or address as may be hereafter designated
by the Borrower in a notice to the Administrative Agent. The agreements in this
Section shall survive repayment of the Loans and all other amounts payable
hereunder.

               Section 11.3  Waivers. The rights and remedies of the
Administrative Agent and the Lenders under this Agreement and the other Loan
Documents shall be cumulative and not exclusive of any rights or remedies which
they would otherwise have. No failure or delay by the Administrative Agent, the
Required

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Lenders, or the Lenders, or any of them, in exercising any right, shall operate
as a waiver of such right. The Administrative Agent and the Lenders expressly
reserve the right to require strict compliance with the terms of this Agreement
in connection with any future funding of a Request for Advance. In the event the
Lenders decide to fund a Request for Advance at a time when the Borrower is not
in strict compliance with the terms of this Agreement, such decision by the
Lenders shall not be deemed to constitute an undertaking by the Lenders to fund
any further Request for Advance or preclude the Lenders or the Administrative
Agent from exercising any rights available under the Loan Documents or at law or
equity. Any waiver or indulgence granted by the Administrative Agent, the
Lenders, or the Required Lenders, shall not constitute a modification of this
Agreement or any other Loan Document, except to the extent expressly provided in
such waiver or indulgence, or constitute a course of dealing at variance with
the terms of this Agreement or any other Loan Document such as to require
further notice of their intent to require strict adherence to the terms of this
Agreement or any other Loan Document in the future.

               Section 11.4  Adjustments; Set-Off.

          (a)  Except to the extent that this Agreement provides for payments to
be allocated to a particular Lender or to the Lenders under a particular
Facility, if any Lender (a "Benefited Lender") shall at any time receive any
payment of all or part of the Obligations owing to it, or receive any Collateral
in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant
to events or proceedings of the nature referred to in Section 8.1(g), or
otherwise), in a greater proportion than any such payment to or Collateral
received by any other Lender, if any, in respect of such other Lender's
Obligations, such Benefited Lender shall purchase for cash from the other
Lenders a participating interest in such portion of each such other Lender's
Obligations, or shall provide such other Lenders with the benefits of any such
Collateral, as shall be necessary to cause such Benefited Lender to share the
excess payment or benefits of such Collateral ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such Benefited Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

          (b)  In addition to any rights now or hereafter granted under
Applicable Law and not by way of limitation of any such rights, upon the
occurrence of an Event of Default and during the continuation thereof, the
Administrative Agent and each of the Lenders are hereby authorized by the Parent
and the Borrower at any time or from time to time, without notice to the Parent,
the Borrower or to any other Person, any such notice being hereby expressly
waived, to set off and to appropriate and to apply any and all deposits (general
or special, time or demand, including, but not limited to, Indebtedness
evidenced by certificates of deposit, in each case whether matured or unmatured)
and any other Indebtedness at any time held or owing by any Lender or
Administrative Agent, to or for the credit or the account of the Parent, the
Borrower or any of its Subsidiaries, against and on account of the obligations
and liabilities of the Borrower to the Lenders and the Administrative Agent,
including, but not limited to, all Obligations and any other claims of any
nature or description arising out of or connected with this Agreement, the

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Notes or any other Loan Document, irrespective of whether (a) any Lender or
Administrative Agent shall have made any demand hereunder or (b) any Lender or
Administrative Agent shall have declared the principal of and interest on the
Loans and other amounts due hereunder to be due and payable as permitted by
Section 8.2 and although such obligations and liabilities or any of them shall
be contingent or unmatured. Upon direction by the Administrative Agent with the
consent of all of the Lenders each Lender holding deposits of the Parent, the
Borrower or any of its Subsidiaries shall exercise its set-off rights as so
directed.

               Section 11.5  Successors and Assigns.

          (a)  This Agreement shall be binding upon and inure to the benefit of
the Parent, the Borrower, the Lenders, the Administrative Agent, all future
holders of the Loans and their respective successors and assigns, except that
the Borrower may not assign or transfer any of its rights or obligations under
this Agreement without the prior written consent of the Agents and each Lender.

          (b)  Any Lender may, without the consent of the Borrower, in
accordance with applicable law, at any time sell to one or more banks, financial
institutions or other entities (each, a "Participant") participating interests
in any Loan owing to such Lender, any Revolving Loan Commitment of such Lender
or any other interest of such Lender hereunder and under the other Loan
Documents. In the event of any such sale by a Lender of a participating interest
to a Participant, such Lender's obligations under this Agreement to the other
parties to this Agreement shall remain unchanged, such Lender shall remain
solely responsible for the performance thereof, such Lender shall remain the
holder of any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Agents shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. In no event shall
any Participant under any such participation 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 require the consent pursuant to Section 11.12 of the
Lender from which it purchased such participation. The Borrower agrees that if
amounts outstanding under this Agreement and the Loans are due or unpaid, or
shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall, to the maximum extent
permitted by applicable law, be deemed to have the right of setoff in respect of
its participating interest in amounts owing under this Agreement to the same
extent as if the amount of its participating interest were owing directly to it
as a Lender under this Agreement, provided that, in purchasing such
participating interest, such Participant shall be deemed to have agreed to share
with the Lenders the proceeds thereof as provided in Section 11.4(a) as fully as
if such Participant were a Lender hereunder. The Borrower also agrees that each
Participant shall be entitled to the benefits of Section 2.10(b)(subject to
compliance with Section 2.14 hereof) and Sections 2.11, 2.13, and 10.3 with
respect to its participation in the Commitments and the Loans outstanding from
time to time as if such Participant were a Lender; provided that no Participant
shall be entitled to receive any greater amount pursuant to any such Section

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than the transferor Lender would have been entitled to receive in respect of the
amount of the participation transferred by such transferor Lender to such
Participant had no such transfer occurred. In addition, each transferor Lender
selling a participation to a Participant under this Section 11.5(b): (i) shall
keep a register, meeting the requirements of Treasury Regulation section
5f.103-1(c), of each such Participant, specifying such Participant's entitlement
to payments of principal and interest with respect to such participation, and
(ii) shall collect from each such Participant the appropriate forms,
certificates and statements described in Section 2.14 (and updated as required
by Section 2.14) as if such Participant were a Lender under Section 2.14.

          (c)  Any Lender (an "Assignor") may, in accordance with applicable law
and upon written notice to the Administrative Agent, at any time and from time
to time (i) assign to any Lender or any Affiliate, Related Fund or Control
Investment Affiliate thereof, or (ii) with the consent of the Administrative
Agent and, so long as no Default or Event of Default is outstanding, the
Borrower (which consent in each case shall not be unreasonably withheld)
(provided that the consent of the Administrative Agent and the Borrower need not
be obtained with respect to any assignment of Term Loan B Loans to an Eligible
Assignee), assign to an additional bank, financial institution or other entity
(an "Assignee") all or any part of its rights and obligations under this
Agreement pursuant to an Assignment and Acceptance Agreement, substantially in
the form of Exhibit A, executed by such Assignee and such Assignor (and, where
the consent of the Borrower or the Administrative Agent is required pursuant to
the foregoing provisions, by the Borrower and such other Persons) and delivered
to the Administrative Agent for its acceptance and recording in the Register;
provided that no such assignment to an Assignee (other than any Lender or any
affiliate thereof) shall be in an aggregate principal amount of less than
$1,000,000 (other than in the case of an assignment of all of a Lender's
interests under this Agreement), unless otherwise agreed by the Borrower and the
Administrative Agent. Any such assignment need not be ratable as among the
Loans. After giving effect to such assignment, the Assignor shall have Revolving
Loan Commitments and/or Loans outstanding, if any, in an aggregate amount of at
least $1,000,000, unless otherwise agreed to by the Borrower and the
Administrative Agent. Upon such execution, delivery, acceptance and recording in
the Register, from and after the effective date determined pursuant to such
Assignment and Acceptance Agreement, (x) the Assignee thereunder shall be a
party hereto and, to the extent provided in such Assignment and Acceptance
Agreement, have the rights and obligations of a Lender hereunder with
Commitments and Loans as set forth therein, and (y) the Assignor thereunder
shall, to the extent provided in such Assignment and Acceptance Agreement, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance Agreement covering all of an Assignor's rights and
obligations under this Agreement, such Assignor shall cease to be a party
hereto, except as to Sections 2.10(b), 2.11, 2.13, and 10.3 in respect of the
period prior to such effective date). Notwithstanding any provision of this
Section, the consent of the Borrower shall not be required for any assignment
that occurs at any time when any Event of Default shall have occurred and be
continuing. For purposes of the minimum assignment amounts set forth in this
paragraph, multiple assignments by two or more Related Funds shall be
aggregated.

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          (d)  The Administrative Agent shall, on behalf of the Borrower,
maintain at its address referred to in Section 11.1 a copy of each Assignment
and Acceptance delivered to it and a register (the "Register") for the
recordation of the names and addresses of the Lenders and the Commitment of, and
principal amount of the Loans and the amounts of interest owing to, each Lender
from time to time. The entries in the Register shall be conclusive, in the
absence of manifest error, and the Borrower, each Agent and the Lenders shall
treat each Person whose name is recorded in the Register as the owner of the
Loans and any Notes evidencing such Loans recorded therein for all purposes of
this Agreement. Any assignment of any Loan, whether or not evidenced by a Note,
shall be effective only upon appropriate entries with respect thereto being made
in the Register (and each Note shall expressly so provide). Any assignment or
transfer of all or part of a Loan evidenced by a Note shall be registered on the
Register only upon surrender for registration of assignment or transfer of the
Note evidencing such Loan, accompanied by a duly executed Assignment and
Acceptance Agreement; thereupon one or more new Notes in the same aggregate
principal amount shall be issued to the designated Assignee, and the old Notes
shall be returned by the Administrative Agent to the Borrower marked "canceled".
The Register shall be available for inspection by the Borrower or any Lender
(with respect to any entry relating to such Lender's Loans) at any reasonable
time and from time to time upon reasonable prior notice.

          (e)  Upon its receipt of an Assignment and Acceptance Agreement
executed by an Assignor and an Assignee (and, in any case where the consent of
any other Person is required by Section 11.5, by each such other Person)
together with payment to the Administrative Agent of a registration and
processing fee of $3,500 (treating multiple, simultaneous assignments by or to
two or more Related Funds as a single assignment) (except that no such
registration and processing fee shall be payable (y) in connection with an
assignment by or to a Lehman Entity or (z) in the case of an Assignee which is
already a Lender or is an affiliate or Related Fund of a Lender or a Person
under common management with a Lender), the Administrative Agent shall (i)
promptly accept such Assignment and Acceptance Agreement and (ii) on the
effective date determined pursuant thereto record the information contained
therein in the Register and give notice of such acceptance and recordation to
the Borrower. On or prior to such effective date, the Borrower, at its own
expense, upon request, shall execute and deliver to the Administrative Agent
(upon receipt of the old Revolving Loan Note and/or Term Loan B Notes, as the
case may be, of the assigning Lender, if such Note or Notes were previously
delivered) a new Revolving Loan Note and/or Term Loan B Notes, as the case may
be, to the order of such Assignee and its registered assigns in an amount equal
to the Revolving Loan Commitment and/or Term Loan B Loans, as the case may be,
assumed or acquired by it pursuant to such Assignment and Acceptance Agreement
and, if the Assignor has retained a Revolving Loan Commitment and/or Term Loan B
Loans, as the case may be, upon request, a new Revolving Loan Note and/or Term
Loan B Notes, as the case may be, to the order of the Assignor and its
registered assigns in an amount equal to the Revolving Loan Commitment and/or
applicable Term Loan B Loans, as the case may be, retained by it hereunder. Such
new Note or Notes shall be dated the Agreement Date and shall otherwise be in
the form of the Note or Notes replaced thereby.

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          (f)  For avoidance of doubt, the parties to this Agreement acknowledge
that the provisions of this Section concerning assignments of Loans and Notes
relate only to absolute assignments and that such provisions do not prohibit
assignments creating security interests in Loans and Notes, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

          (g)  Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPC"), identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the Borrower, the option to provide to the
Borrower all or any part of any Loan that such Granting Lender would otherwise
be obligated to make to the Borrower pursuant to this Agreement; provided that
(i) nothing herein shall constitute a commitment by any SPC to make any Loan and
(ii) if an SPC elects not to exercise such option or otherwise fails to provide
all or any part of such Loan, the Granting Lender shall be obligated to make
such Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any state thereof. In addition,
notwithstanding anything to the contrary in this Section 11.5(g), any SPC may
(A) with notice to, but without the prior written consent of, the Borrower and
the Administrative Agent and without paying any processing fee therefor, assign
all or a portion of its interests in any Loans to the Granting Lender, or with
the prior written consent of the Borrower and the Administrative Agent (which
consent shall not be unreasonably withheld) to any financial institutions
providing liquidity and/or credit support to or for the account of such SPC to
support the funding or maintenance of Loans, and (B) disclose on a confidential
basis any non-public information relating to its Loans to any rating agency,
commercial paper dealer or provider of any surety, guarantee or credit or
liquidity enhancement to such SPC; provided that non-public information with
respect to the Borrower may be disclosed only with the Borrower's consent which
will not be unreasonably withheld. This paragraph (g) may not be amended without
the written consent of any SPC with Loans outstanding at the time of such
proposed amendment. In addition, each Granting Lender granting an SPC the option
to provide to the Borrower all or any part of any Loan that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to this Agreement,
(i) shall keep a register, meeting the requirements of Treasury Regulation
section 5f.103-1(c), of each SPC which has funded all or any part of any Loan
that such Lender would have otherwise been obligated to make to the Borrower
pursuant to this Agreement, specifying such SPC's entitlement to payments of
principal and interest with respect to such Loan and (ii) shall collect, prior
to the time such SPC receives payments with respect to such funded Loan, from
each SPC

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the appropriate forms, certificates and statements described in Section 2.14
(and updated as required by Section 2.14) as if such SPC were a Lender under
Section 2.14, and each SPC that assigns all or a portion of its interests in any
Loans to a financial institution pursuant to this Section 11.5(g), (i) shall
keep a register meeting the requirements of Treasury Regulation section
5f.103-1(c), of each such financial institution, specifying such financial
institution's entitlement to payments of principal and interest with respect to
such Loan and (ii) shall collect, prior to the time such financial institution
receives payments with respect to such Loan, from each such financial
institution the appropriate forms, certificates and statements described in
Section 2.14 (and updated as required by Section 2.14) as if such financial
institution were a Lender under such Section 2.14.

          (h)  Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including, without limitation, in the case of any
Lender that is a fund, any pledge or assignment to any holders of obligations
owed, or securities issued, by such Lender including to any trustee for, or any
other representative of, such holders; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledge or assignee for such Lender
as a party hereto, whether by foreclosure or otherwise.

               Section 11.6  Accounting Principles. All references in this
Agreement to GAAP shall be to such principles as in effect from time to time.
All accounting terms used herein without definition shall be used as defined
under GAAP. All references to the financial statements of the Borrower and to
its Total Debt and Fixed Charges, and other such terms shall be deemed to refer
to such items of the Parent, the Borrower and its Subsidiaries, on a fully
consolidated and consolidating basis.

               Section 11.7  Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all
such separate counterparts shall together constitute but one and the same
instrument. Delivery of an executed signature page of this Agreement or of a
Lender Addendum by facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the
Administrative Agent.

               Section 11.8  Governing Law. This Agreement and the Notes shall
be construed in accordance with and governed by the internal laws of the State
of New York applicable to agreements made and to be performed in New York. If
any action or proceeding shall be brought by the Administrative Agent or any
Lender hereunder or under any other Loan Document in order to enforce any right
or remedy under this Agreement or under any Note or any other Loan Document, the
Parent and the Borrower hereby consent and will, and the Borrower will cause
each Subsidiary to, submit to the jurisdiction of any state or federal court of
competent jurisdiction sitting within the area comprising the Southern District
of New York on the date of this Agreement. The Parent and the Borrower, for
itself and on behalf of its Subsidiaries, hereby agrees that, to the extent
permitted by Applicable Law, service of the summons and complaint and all other
process which may be served in any such suit, action or

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proceeding may be effected by mailing by registered mail a copy of such process
to the offices of the Borrower at the address given in Section 11.1 hereof and
that personal service of process shall not be required. Nothing herein shall be
construed to prohibit service of process by any other method permitted by law,
or the bringing of any suit, action or proceeding in any other jurisdiction. The
Parent and the Borrower agree that final judgment in such suit, action or
proceeding shall be conclusive and may be enforced in any other jurisdiction by
suit on the judgment or in any other manner provided by Applicable Law.

               Section 11.9  Severability. Any provision of this Agreement which
is prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof in that jurisdiction or affecting the validity or
enforceability of such provision in any other jurisdiction.

               Section 11.10 Interest.

          (a)  In no event shall the amount of interest due or payable hereunder
or under the Notes exceed the maximum rate of interest allowed by Applicable
Law, and in the event any such payment is inadvertently made by the Borrower or
inadvertently received by the Administrative Agent or any Lender, then such
excess sum shall be credited as a payment of principal, unless the Borrower
shall notify the Administrative Agent or such Lender, in writing, that it elects
to have such excess sum returned forthwith. It is the express intent hereof that
the Borrower not pay and the Administrative Agent and the Lenders not receive,
directly or indirectly in any manner whatsoever, interest in excess of that
which may legally be paid by the Borrower under Applicable Law.

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

               Section 11.11 Table of Contents and Headings. The Table of
Contents and the headings of the various subdivisions used in this Agreement are
for convenience only and shall not in any way modify or amend any of the terms
or provisions hereof, nor be used in connection with the interpretation of any
provision hereof.

               Section 11.12 Amendment and Waiver. Neither this Agreement nor
any Loan Document nor any term hereof or thereof may be amended orally, nor may
any provision hereof or thereof be waived orally but only by an instrument in
writing signed by or at the direction of the Required Lenders and, in the case
of an amendment, by the Borrower and the Parent, except that (a) in the event of
(i) any increase in the amount of any Lender's portion of the Revolving Loan
Commitment or the Term Loan B Commitment, (ii) any delay or extension in the
terms of the scheduled repayments of the Term Loan B Loans provided in Section
2.7(a) hereof or the final maturity of any of the

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Loans, (iii) any forgiveness or reduction in principal, interest or fees due
hereunder or postponement of the payment thereof without a corresponding payment
of such principal, interest or fee amount by the Borrower (other than from the
refusal of the Term Loan B Lenders to accept a mandatory prepayment as set forth
in Section 2.8), (iv) any modifications requiring additional consents to be
obtained with respect to assignments and participations, (v) any modifications
to the pro rata provisions (if any) of Sections 2.2, 2.5, 2.6, 2.8, 2.12, (vi)
any waiver of any Default due to the failure by the Borrower to pay any sum due
to any of the Lenders hereunder, (vii) any amendment to the pro rata treatment
of the Lenders set forth in Section 2.12 hereof or (viii) any amendment of this
Section 11.12, of the definition of "Required Lenders" or of any Section herein
to the extent that such Section requires action by all Lenders, any amendment or
waiver or consent may be made only by an instrument in writing signed by each of
the Lenders directly affected hereby and, in the case of an amendment, by the
Borrower and the Parent and (b) in the event of any release of all or
substantially all of the Collateral or release all or substantially all of the
Guarantors from their guarantee obligations under the Loan Documents, any
amendment or waiver or consent may be made only be an instrument in writing
signed by 100% of the Lenders and, in the case of an amendment, by the Borrower
and the Parent. Any amendment to any provision hereunder governing the rights,
obligations, or liabilities of the Administrative Agent in its capacity as such,
may be made only by an instrument in writing signed by such affected Person and
by each of the Lenders. Notwithstanding any of the foregoing, Interest Hedge
Agreements otherwise included in the definition of "Loan Documents" shall not be
deemed to be "Loan Documents" solely for the purposes of this Section 11.12.

               Section 11.13 Entire Agreement. Except as otherwise expressly
provided herein, this Agreement and the other documents described or
contemplated herein will embody the entire agreement and understanding among the
parties hereto and thereto and supersede all prior agreements and understandings
relating to the subject matter hereof and thereof.

               Section 11.14 Other Relationships. No relationship created
hereunder or under any other Loan Document shall in any way affect the ability
of the Administrative Agent and each Lender to enter into or maintain business
relationships with the Borrower or any of its Affiliates beyond the
relationships specifically contemplated by this Agreement and the other Loan
Documents.

               Section 11.15 Directly or Indirectly. If any provision in this
Agreement refers to any action taken or to be taken by any Person, or which such
Person is prohibited from taking, such provision shall be applicable whether
such action is taken directly or indirectly by such Person, whether or not
expressly specified in such provision.

               Section 11.16 Reliance on and Survival of Various Provisions. All
covenants, agreements, statements, representations and warranties made herein or
in any certificate delivered pursuant hereto (i) shall be deemed to have been
relied upon by the Administrative Agent and each of the Lenders notwithstanding
any investigation heretofore or hereafter made by them, and (ii) shall survive
the execution and delivery of

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the Notes and shall continue in full force and effect so long as any Note is
outstanding and unpaid. Any right to indemnification hereunder, including,
without limitation, rights pursuant to Sections 2.10, 2.12, 5.11, 10.3 and 11.2
hereof, shall survive the termination of this Agreement and the payment and
performance of all Obligations.

               Section 11.17 Senior Debt. The Obligations are secured by the
Security Documents and are intended by the parties hereto to be on parity with
the Interest Hedge Agreements and senior in right of payment to all other
Indebtedness of the Borrower and the Parent.

               Section 11.18 Obligations Several. The obligations of the
Administrative Agent and each of the Lenders hereunder are several, not joint.

               Section 11.19 Confidentiality. Each Lender agrees to keep
confidential information obtained by it pursuant hereto and the other Loan
Documents confidential in accordance with such Lender's customary practices and
agrees that it will only use such information in connection with the
transactions contemplated by this Agreement and not disclose any of such
information other than (a) to such Lender's employees, representatives,
directors, attorneys, auditors, agents, professional advisors, trustees or
affiliates who are advised of the confidential nature of such information or to
any direct or indirect contractual counterparty in swap agreements or such
contractual counterparty's professional advisor (so long as such contractual
counterparty or professional advisor to such contractual counterparty agrees to
be bound by the provision of this Section 11.19), (b) to the extent such
information presently is or hereafter becomes available to such Lender on a
non-confidential basis from any source of such information that is in the public
domain at the time of disclosure, (c) to the extent disclosure is required by
law (including applicable securities laws), regulation, subpoena or judicial
order or process (provided that notice of such requirement or order shall be
promptly furnished to the Borrower unless such notice is legally prohibited) or
requested or required by bank, securities, insurance or investment company
regulators or auditors or any administrative or governmental body or commission
(including the Securities Valuation Office of the National Association of
Insurance Commissioners) to whose jurisdiction such Lender may be subject, (d)
to any rating agency to the extent required in connection with any rating to be
assigned to such Lender, (e) to assignees or participants or prospective
assignees or participants who agree to be bound by the provisions of this
Section 11.19 or substantially equivalent provisions, (f) to the extent required
in connection with any litigation between any obligor and any Lender with
respect to the Loans or this Agreement and the other Loan Documents or (g) with
the Borrower's prior written consent. Notwithstanding anything to the contrary
set forth herein or in any other written or oral understanding or agreement to
which the parties hereto are parties or by which they are bound, the parties
acknowledge and agree that (i) any obligations of confidentiality contained
herein and therein do not apply and have not applied from the commencement of
discussions between the parties to the tax treatment and tax structure of the
transactions contemplated by this Agreement (and any related transactions or
arrangements), and (ii) any party subject to confidentiality obligation
hereunder or under any other related document (and any employee, representative
or other agent of such party) may disclose to any and all persons, without
limitation of any kind, the tax

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treatment and tax structure of the transactions contemplated by this Agreement
and all materials of any kind (including opinions or other tax analyses) that
are provided to such party relating to such tax treatment and tax structure all
within the meaning of Treasury Regulation section 1.6011-4; provided, however,
that each party recognizes that the privilege each has to maintain, in its sole
discretion, the confidentiality of a communication relating to the transactions
contemplated by this Agreement, including a confidential communication with its
attorney or a confidential communication with a federally authorized tax
practitioner under Section 7525 of the Code, is not intended to be affected by
the foregoing; and provided further that no such party shall disclose any
information relating to such tax treatment or tax structure to the extent
nondisclosure is reasonably necessary in order to comply with applicable
securities laws.

               Section 11.20 Delivery of Lender Addenda. Each initial Lender
shall become a party to this Agreement by delivering to the Administrative Agent
a Lender Addendum duly executed by such Lender, the Borrower and the
Administrative Agent.

                                   ARTICLE 12
                                   ----------

                              Waiver of Jury Trial
                              --------------------

               Section 12.1  Waiver of Jury Trial. EACH OF THE PARENT AND THE
BORROWER, FOR ITSELF AND ON BEHALF OF ITS SUBSIDIARIES, AND THE ADMINISTRATIVE
AGENT AND THE LENDERS, HEREBY AGREE, TO THE EXTENT PERMITTED BY LAW, TO WAIVE
AND HEREBY WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT AND IN ANY ACTION OR
PROCEEDING OF ANY TYPE IN WHICH THE PARENT AND THE BORROWER, ANY OF THE
BORROWER'S SUBSIDIARIES, ANY OF THE LENDERS, THE ADMINISTRATIVE AGENT OR ANY OF
THEIR RESPECTIVE SUCCESSORS OR ASSIGNS IS A PARTY, AS TO ALL MATTERS AND THINGS
ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT, ANY OF THE NOTES OR THE
OTHER LOAN DOCUMENTS AND THE RELATIONS AMONG THE PARTIES LISTED IN THIS SECTION
12.1. EXCEPT AS PROHIBITED BY LAW, EACH PARTY TO THIS AGREEMENT WAIVES ANY
RIGHTS IT MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS
SECTION, ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY
DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH PARTY TO THIS
AGREEMENT (i) CERTIFIES THAT NEITHER ANY REPRESENTATIVE, AGENT OR ATTORNEY OF
THE ADMINISTRATIVE AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THE ADMINISTRATIVE AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. THE
PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED BY AND TO THE PARTIES AND
SUCH PROVISIONS SHALL BE SUBJECT TO NO

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<PAGE>

EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER
PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL
INSTANCES.

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                                       99

<PAGE>

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

BORROWER:                                CBD MEDIA LLC,
                                          a Delaware limited liability company


                                         By:       /s/ Douglas A. Myers
                                            ------------------------------------
                                                       Name:  Douglas Myers
                                                       Title:  President


PARENT:                                  CBD MEDIA HOLDINGS LLC,
                                          a Delaware limited liability company


                                         By:       /s/ Douglas A. Myers
                                            ------------------------------------
                                                       Name:  Douglas Myers
                                                       Title:  President


ADMINISTRATIVE AGENT:
                                         LEHMAN COMMERCIAL PAPER INC.,
                                          as Administrative Agent and as a
                                          Lender

                                         By:       /s/ G. Robert Berzins
                                            ------------------------------------
                                                       Name: G. Robert Berzins
                                                       Title:   Vice President

                 [Signature Page to CBD Media Credit Agreement]