Exhibit 10.1

                                                                EXECUTION COPY






                                CREDIT AGREEMENT

                          Dated as of December 30, 2003

                                      among

                             MEDIANEWS GROUP, INC.,
                                as the Borrower,

               THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN,
                               as the Guarantors,

                             BANK OF AMERICA, N.A.,
                            as Administrative Agent,

                              THE BANK OF NEW YORK,
                              as Syndication Agent,

                               FLEET NATIONAL BANK
                                       and
                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                           as Co-Documentation Agents,

                                       and

                         THE OTHER LENDERS PARTY HERETO


                                  Arranged By:

                         BANC OF AMERICA SECURITIES LLC
                                       and
                              THE BANK OF NEW YORK,

                 as Joint Lead Arrangers and Joint Book Managers

<PAGE>
                                TABLE OF CONTENTS

ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS..................................1
      1.01  Defined Terms....................................................1
      1.02  Other Interpretive Provisions...................................33
      1.03  Accounting Terms; Calculations; Consolidation...................34
      1.04  Rounding........................................................36
      1.05  References to Agreements and Laws...............................36
      1.06  Times of Day....................................................36
      1.07  Letter of Credit Amounts........................................36
ARTICLE II  THE COMMITMENTS AND CREDIT EXTENSIONS...........................36
      2.01  Revolving Loans and Tranche B Term Loan.........................36
      2.02  Borrowings, Conversions and Continuations of Loans..............37
      2.03  Letters of Credit...............................................38
      2.04  Swingline Loans.................................................46
      2.05  Prepayments.....................................................49
      2.06  Termination or Reduction of Aggregate Revolving Commitments.....50
      2.07  Repayment of Loans..............................................51
      2.08  Interest........................................................52
      2.09  Fees............................................................53
      2.10  Computation of Interest and Fees................................54
      2.11  Evidence of Debt................................................54
      2.12  Payments Generally..............................................54
      2.13  Sharing of Payments.............................................56
      2.14  Extension of Maturity Date......................................57
ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY.........................58
      3.01  Taxes...........................................................58
      3.02  Illegality......................................................59
      3.03  Inability to Determine Rates....................................59
      3.04  Increased Cost and Reduced Return; Capital Adequacy.............60
      3.05  Funding Losses..................................................60
      3.06  Matters Applicable to all Requests for Compensation.............61
      3.07  Survival........................................................62
ARTICLE IV  GUARANTY........................................................62
      4.01  The Guaranty....................................................62
      4.02  Obligations Unconditional.......................................63
      4.03  Reinstatement...................................................64
      4.04  Certain Additional Waivers......................................64
      4.05  Remedies........................................................64
      4.06  Rights of Contribution..........................................64
      4.07  Guarantee of Payment; Continuing Guarantee......................65
ARTICLE V  CONDITIONS PRECEDENT TO CREDIT EXTENSIONS........................65
      5.01  Conditions of Initial Credit Extension..........................65
      5.02  Conditions to all Credit Extensions.............................67
ARTICLE VI  REPRESENTATIONS AND WARRANTIES..................................68
      6.01  Organization; Power; Qualification..............................68
      6.02  Subsidiaries....................................................68

<PAGE>

      6.03  Authorization; Enforceability; Required Consents; Absence of
      Conflicts.............................................................68
      6.04  Taxes...........................................................69
      6.05  Litigation......................................................69
      6.06  Burdensome Provisions...........................................70
      6.07  No Adverse Change or Event......................................70
      6.08  Additional Adverse Facts........................................70
      6.09  Investment Company Act..........................................70
      6.10  Substance Release and Disposal..................................70
      6.11  Senior Obligations..............................................71
      6.12  Solvency........................................................71
      6.13  Perfection of Security Interests in the Collateral..............71
      6.14  Chief Executive Office, Etc.....................................71
      6.15  Tax Shelter Regulations.........................................71
      6.16  Accuracy of Financial Statements and Information................71
ARTICLE VII  AFFIRMATIVE COVENANTS..........................................73
      7.01  Information to Be Furnished.....................................73
      7.02  Preservation of Existence and Properties, Scope of Business,
      Compliance with Law, Payment of Taxes and Claims, Preservation of
      Enforceability........................................................76
      7.03  Insurance.......................................................77
      7.04  Additional Subsidiaries.........................................77
      7.05  Use of Proceeds.................................................78
      7.06  Additional Covenants Relating to Disclosure.....................78
      7.07  Authorization of Third Parties to Deliver Information and
      Discuss Affairs.......................................................78
      7.08  Pledged Assets..................................................79
ARTICLE VIII  NEGATIVE COVENANTS............................................79
      8.01  Indebtedness....................................................80
      8.02  Guarantees......................................................81
      8.03  Liens...........................................................81
      8.04  Restricted Payments.............................................81
      8.05  Merger or Consolidation.........................................82
      8.06  Voluntary Dispositions..........................................83
      8.07  Investments.....................................................85
      8.08  Taxes of Other Persons..........................................85
      8.09  Benefit Plans...................................................85
      8.10  Transactions with Affiliates....................................85
      8.11  Limitation on Restrictive Covenants.............................86
      8.12  Issuance or Disposition of Capital Stock........................86
      8.13  Substance Storage and Disposal..................................86
      8.14  Permitted Tax Sharing Agreements; JOA Contracts.................86
      8.15  Certain Restrictions with Respect to Other Indebtedness.........86
      8.16  Certain Activities of the California Partnership................87
      8.17  Certain Activities of Denver; Denver Acquisition Documents......87
      8.18  Master Intercompany Note........................................87
      8.19  Financial Covenants.............................................88
      8.20  Designated Senior Debt..........................................88
      8.21  Additional JOAs.................................................88
      8.22  Additional Limitations on Restricted Subsidiaries or JOAs that
      are not Guarantors....................................................89

<PAGE>

ARTICLE IX  EVENTS OF DEFAULT AND REMEDIES..................................89
      9.01  Events of Default...............................................89
      9.02  Remedies Upon Event of Default..................................92
      9.03  Application of Funds............................................93
ARTICLE X  ADMINISTRATIVE AGENT.............................................94
      10.01 Appointment and Authorization of Administrative Agent...........94
      10.02 Delegation of Duties............................................94
      10.03 Liability of Administrative Agent...............................95
      10.04 Reliance by Administrative Agent................................95
      10.05 Notice of Default...............................................96
      10.06 Credit Decision; Disclosure of Information by Administrative
      Agent.................................................................96
      10.07 Indemnification of Administrative Agent.........................96
      10.08 Administrative Agent in its Individual Capacity.................97
      10.09 Successor Administrative Agent..................................97
      10.10 Administrative Agent May File Proofs of Claim...................98
      10.11 Collateral and Guaranty Matters.................................99
      10.12 Other Agents; Arrangers and Managers............................99
ARTICLE XI  MISCELLANEOUS..................................................100
      11.01 Amendments, Etc................................................100
      11.02 Notices and Other Communications; Facsimile Copies.............101
      11.03 No Waiver; Cumulative Remedies.................................102
      11.04 Attorney Costs, Expenses and Taxes.............................103
      11.05 Indemnification by the Borrower................................103
      11.06 Payments Set Aside.............................................104
      11.07 Successors and Assigns.........................................104
      11.08 Confidentiality................................................107
      11.09 Set-off........................................................108
      11.10 Interest Rate Limitation.......................................109
      11.11 Counterparts...................................................109
      11.12 Integration....................................................109
      11.13 Survival of Representations and Warranties.....................109
      11.14 Severability...................................................110
      11.15 Tax Forms......................................................110
      11.16 Replacement of Lenders.........................................112
      11.17 Governing Law..................................................112
      11.18 Waiver of Right to Trial by Jury...............................113
      11.19 USA Patriot Act Notice.........................................113


<PAGE>

SCHEDULES

      1.01     Existing Letters of Credit
      2.01     Commitments and Pro Rata Shares
      6.02     Subsidiaries
      6.03     Required Consents and Government Approvals
      6.05     Litigation
      6.08     Additional Material Adverse Facts
      6.10     Environmental Liabilities
      6.14(a)  Locations of Chief Executive Office, Etc.
      6.14(b)  Changes in Legal Name,  State of Formation and Structure
      6.16(a)  Historical Financial Information
      7.08     Pledged Assets
      8.01     Existing Debt
      8.02     Existing Guarantees
      8.03     Existing Liens
      8.07     Existing Investments
      8.10     Affiliate Transactions
      8.11     Permitted Restrictive Covenants
      8.22     Existing JOA Restrictions
      11.02    Certain Addresses for Notices

EXHIBITS

      2.02     Form of Loan Notice
      2.04     Form of Swingline Loan Notice
      2.11(a)  Form of Revolving Note
      2.11(b)  Form of Swingline Note
      2.11(c)  Form of Tranche B Term Note
      7.01(c)  Form of Compliance Certificate
      7.04     Form of Joinder Agreement
      11.07    Form of Assignment and Assumption

<PAGE>
                                CREDIT AGREEMENT

      This  CREDIT  AGREEMENT  is entered  into as of  December  30,  2003 among
MEDIANEWS GROUP, INC, a Delaware  corporation (the  "BORROWER"),  the Guarantors
(defined  herein),  the Lenders (defined  herein) and BANK OF AMERICA,  N.A., as
Administrative Agent.

      The Borrower has requested that the Lenders provide $600,000,000 in credit
facilities for the purposes set forth herein,  and the Lenders are willing to do
so on the terms and conditions set forth herein.

      In consideration of the mutual covenants and agreements  herein contained,
the parties hereto covenant and agree as follows:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      1.01  DEFINED TERMS.

      As used in this Agreement, the following terms shall have the meanings set
forth below:

      "1999  INDENTURE"  means the Indenture  dated as of March 16, 1999 between
the  Borrower  and The Bank of New York,  as trustee,  with  respect to the 1999
Subordinated Notes.

      "1999 SUBORDINATED  NOTES" means the 8-5/8% Senior  Subordinated Notes due
2011, Series A and Series B, of the Borrower.

      "2003 INDENTURE" means the Indenture dated as of November 25, 2003 between
the  Borrower  and The Bank of New York,  as trustee,  with  respect to the 2003
Subordinated Notes.

      "2003 SUBORDINATED  NOTES" means the 6-7/8% Senior  Subordinated Notes due
2013, of the Borrower.

      "ACCUMULATED  FUNDING DEFICIENCY" has the meaning ascribed to that term in
Section 302 of ERISA.

      "ACQUISITION", by any Person, means the acquisition by such Person (to the
extent not constituting a capital expenditure),  in a single transaction or in a
series of related  transactions,  of at least a majority of the Capital Stock or
at least a majority  of the  Property,  or of at least a majority  of a business
unit, of another Person, whether or not involving a merger or consolidation with
such other  Person and  whether  for cash,  property,  services,  assumption  of
Indebtedness, securities or otherwise.

      "ADMINISTRATIVE   AGENT"   means  Bank  of  America  in  its  capacity  as
administrative  agent  under  any  of  the  Loan  Documents,  or  any  successor
administrative agent.


<PAGE>

      "ADMINISTRATIVE  AGENT'S OFFICE" means the Administrative  Agent's address
and,  as  appropriate,  account  as set forth on  SCHEDULE  11.02 or such  other
address or account as the  Administrative  Agent may from time to time notify in
writing to the Borrower and the Lenders.

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

      "AFFILIATE"  means,  with  respect  to any  Person,  another  Person  that
directly,  or  indirectly  through  one or more  intermediaries,  Controls or is
Controlled by or is under common  Control with the Person  specified.  "Control"
means the  possession,  directly or indirectly,  of the power to direct or cause
the  direction of the  management or policies of a Person,  whether  through the
ability to exercise  voting power, by contract or otherwise.  "CONTROLLING"  and
"CONTROLLED" have meanings correlative thereto.  Without limiting the generality
of the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses,  directly or indirectly,  power to vote 10% or more
of the securities  having  ordinary  voting power for the election of directors,
managing general partners or the equivalent.

      "AGENT-RELATED  PERSONS" means the Administrative Agent, together with its
Affiliates  (including,  in the case of Bank of America in its  capacity  as the
Administrative Agent, BAS), and the officers,  directors,  employees, agents and
attorneys-in-fact of such Persons and Affiliates.

      "AGGREGATE REVOLVING  COMMITMENTS" means the Revolving  Commitments of all
the Lenders. The initial amount of the Aggregate Revolving Commitments in effect
on the Closing Date is Three Hundred Fifty Million Dollars ($350,000,000).

      "AGREEMENT"   means  this  Credit   Agreement,   as   amended,   modified,
supplemented and extended from time to time.

      "AIRPLANE DEBT" has the meaning specified in SECTION 8.01(D).


<PAGE>

      "APPLICABLE  RATE" means the following  percentages per annum,  based upon
the Consolidated Total Leverage Ratio as set forth in the most recent Compliance
Certificate received by the Administrative Agent pursuant to SECTION 7.01(C):

<TABLE>
<CAPTION>

 --------------------------------------------------------------------------------------------------------
|          |                |            |          |      Eurodollar Loans    |     Base Rate Loans     |
| Pricing  |  Consolidated  | Commitment |  Letters |------------|-------------|------------|------------|
|  Tier    | Total Leverage |     Fee    |    of    |            |             |            |            |
|          |     Ratio      |            |  Credit  |  Revolving |   Tranche B |  Revolving | Tranche B  |
|          |                |            |          |    Loans   |   Term Loan |    Loans   | Term Loan  |
|----------|----------------|------------|----------|------------|-------------|------------|------------|
    <S>      <C>                <C>         <C>         <C>          <C>           <C>          <C>
|    1     | Less than 4.0x |    0.25%   |  1.125%  |   1.125%   |    1.75%    |   0.125%   |    0.75%   |
|----------|----------------|------------|----------|------------|-------------|------------|------------|
|          | Less than 4.5  |            |          |            |             |            |            |
|          |   to 1.0 but   |            |          |            |             |            |            |
|    2     |  equal to or   |    0.25%   |   1.25%  |    1.25%   |    1.75%    |    0.25%   |    0.75%   |
|          |  greater than  |            |          |            |             |            |            |
|          |   4.0 to 1.0   |            |          |            |             |            |            |
|----------|----------------|------------|----------|------------|-------------|------------|------------|
|          | Less than 5.0  |            |          |            |             |            |            |
|          |   to 1.0 but   |            |          |            |             |            |            |
|    3     |  equal to or   |    0.375%  |   1.50%  |    1.50%   |   1.875%    |    0.50%   |   0.875%   |
|          |  greater than  |            |          |            |             |            |            |
|          |   4.5 to 1.0   |            |          |            |             |            |            |
|----------|----------------|------------|----------|------------|-------------|------------|------------|
|          | Less than 5.5  |            |          |            |             |            |            |
|          |   to 1.0 but   |            |          |            |             |            |            |
|    4     |  equal to or   |    0.375%  |   1.75%  |    1.75%   |    2.00%    |    0.75%   |    1.00%   |
|          |  greater than  |            |          |            |             |            |            |
|          |   5.0 to 1.0   |            |          |            |             |            |            |
|----------|----------------|------------|----------|------------|-------------|------------|------------|
|          |  Equal to or   |            |          |            |             |            |            |
|    5     |  greater than  |    0.375%  |   2.00%  |    2.00%   |    2.00%    |    1.00%   |    1.00%   |
|          |   5.5 to 1.0   |            |          |            |             |            |            |
 --------------------------------------------------------------------------------------------------------
</TABLE>

Any increase or decrease in the  Applicable  Rate resulting from a change in the
Consolidated  Total  Leverage  Ratio  shall  become  effective  as of the  first
Business  Day  immediately  following  the  date  a  Compliance  Certificate  is
delivered pursuant to SECTION 7.01(C);  PROVIDED,  HOWEVER, that if a Compliance
Certificate  is not  delivered  when due in accordance  with such Section,  then
Pricing Tier 5 shall apply as of the first  Business Day after the date on which
such  Compliance  Certificate  was  required  to have been  delivered  and shall
continue to apply until the first  Business Day  immediately  following the date
such Compliance Certificate is delivered, whereupon the Applicable Rate shall be
adjusted  based upon the  calculation of the  Consolidated  Total Leverage Ratio
contained in such Compliance Certificate. The Applicable Rate in effect from the
Closing Date through the first  Business Day  immediately  following  the date a
Compliance  Certificate is required to be delivered  pursuant to SECTION 7.01(C)
for the fiscal quarter ending  December 31, 2003 shall be determined  based upon
Pricing Tier 4.

      "ASSET DISPOSITION  PREPAYMENT EVENT" means, with respect to any Voluntary
Disposition (other than an Excluded Disposition) or any Involuntary Disposition,
the failure of the Borrower and its Restricted  Subsidiaries  to apply (or cause
to  be  applied)  the  Net  Cash  Proceeds  of  such  Voluntary  Disposition  or
Involuntary  Disposition to Eligible Reinvestments during the period of 360 days
(or such earlier date as provided for reinvestment of the proceeds thereof under
the documents  evidencing or governing any Subordinated  Debt) following receipt
of such Net Cash Proceeds by the Borrower or any Restricted Subsidiary.

      "ASSIGNMENT   AND   ASSUMPTION"   means  an  Assignment   and   Assumption
substantially  in the form of EXHIBIT 11.07,  and shall include,  in the case of
the initial  assignments  of portions of Tranche B Term Loan by Bank of America,
one or more master assignment and assumption agreements to effect assignments to
multiple  assignees  substantially  on the terms of the form of  Assignment  and
Assumption set forth in EXHIBIT 11.07.


<PAGE>

      "ATTORNEY  COSTS"  means and includes all  reasonable  fees,  expenses and
disbursements   of  any  law  firm  or  other  external   counsel  and,  without
duplication,  the  reasonable  allocated cost of internal legal services and all
reasonable expenses and disbursements of internal counsel.

      "ATTRIBUTABLE  INDEBTEDNESS"  means,  on any date,  (a) in  respect of any
Capital Lease of any Person, the capitalized amount thereof that would appear on
a balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease of any Person,  the capitalized amount
of the remaining  lease payments under the relevant lease that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a Capital Lease.

      "AVAILABILITY  PERIOD" means,  with respect to the Revolving  Commitments,
the period  from and  including  the  Closing  Date to the  earliest  of (a) the
Maturity  Date,  (b)  the  date  of  termination  of  the  Aggregate   Revolving
Commitments  pursuant to SECTION 2.06,  and (c) the date of  termination  of the
commitment of each Lender to make Loans and of the  obligation of the of the L/C
Issuers to make L/C Credit Extensions pursuant to SECTION 9.02.

      "BANK OF AMERICA" means Bank of America, N.A. and its successors.

      "BAS" means Banc of America  Securities LLC, in its capacity as joint lead
arranger and joint book manager.

      "BASE  RATE" means for any day a  fluctuating  rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in  effect  for  such day as  publicly  announced  from  time to time by Bank of
America as its "prime  rate." The "prime  rate" is a rate set by Bank of America
based upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors,  and is used as a reference point
for pricing some loans,  which may be priced at, above,  or below such announced
rate.  Any change in the "prime rate"  announced  by Bank of America  shall take
effect  at  the  opening  of  business  on  the  day  specified  in  the  public
announcement of such change.

      "BASE RATE LOAN" means a Loan that bears interest based on the Base Rate.

      "BENEFIT  PLAN"  means,  with  respect  to any  Person,  at any time,  any
employee  benefit plan (including a  Multiemployer  Benefit Plan) subject to the
funding  requirements  of Section  302 of ERISA or Section  412 of the  Internal
Revenue Code, for which the funding  requirements are, or at any time within six
years immediately  preceding the time in question were, in whole or in part, the
responsibility of such Person. Unless otherwise specified,  "Benefit Plan" means
a Benefit Plan of the Borrower or any of its ERISA Affiliates.

      "BORROWER" has the meaning specified in the introductory paragraph hereto.

      "BORROWING" means a borrowing consisting of simultaneous Loans of the same
Type and, in the case of Eurodollar Rate Loans,  having the same Interest Period
made by each of the Lenders pursuant to SECTION 2.01.

      "BUSINESS DAY" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact

<PAGE>

closed in, the state where the Administrative  Agent's Office is located and, if
such day  relates  to any  Eurodollar  Rate  Loan,  means  any such day on which
dealings in Dollar  deposits are  conducted  by and between  banks in the London
interbank eurodollar market.

      "CALIFORNIA GUARANTY" has the meaning specified in SECTION 8.01(E).

      "CALIFORNIA  PARTNERSHIP"  means California  Newspapers  Partnership,  a
Delaware general partnership.

      "CAPITAL LEASE" means, as applied to any Person, any lease of any Property
by that  Person as lessee  which,  in  accordance  with GAAP,  is required to be
accounted for as a capital lease on the balance sheet of that Person.

      "CAPITAL  STOCK" means (i) in the case of a  corporation,  capital  stock,
(ii) in the case of an  association  or  business  entity,  any and all  shares,
interests,  participations,  rights or other equivalents (however designated) of
capital  stock,  (iii)  in the  case  of a  partnership,  partnership  interests
(whether general or limited),  (iv) in the case of a limited liability  company,
membership interests and (v) any other interest or participation that confers on
a Person  the  right to  receive  a share  of the  profits  and  losses  of,  or
distributions of assets of, the issuing Person.  Notwithstanding anything to the
contrary  contained  herein,  the Greenco Option  Agreement shall not constitute
Capital Stock.

      "CASH COLLATERALIZE" has the meaning specified in SECTION 2.03(G).

      "CASH  EQUIVALENTS"  means (a)  securities  issued or  directly  and fully
guaranteed  or  insured by the  United  States or any agency or  instrumentality
thereof (provided that the full faith and credit of the United States is pledged
in support thereof) having  maturities of not more than 90 days from the date of
acquisition  thereof,  (b) time deposits and certificates of deposit of a Lender
or any United States  commercial bank of recognized  standing having capital and
surplus in excess of $500,000,000, with maturities of not more than 90 days from
the date of acquisition thereof, (c) fully secured repurchase obligations with a
term of not  more  than  seven  days  for  underlying  securities  of the  types
described in clause (a) entered  into with any bank  meeting the  qualifications
specified  in clause (b) above,  and (d)  commercial  paper issued by the parent
corporation  of a Lender or any  United  States  commercial  bank of  recognized
standing  having  capital  and surplus in excess of  $500,000,000  and any other
commercial paper rated at least A-1 or the equivalent thereof by S&P or at least
P-1 or the  equivalent  thereof by Moody's and in each case  maturing  within 90
days after the date of acquisition thereof.

      "CASH FLOW PERCENTAGE" means, as of the date of any Voluntary  Disposition
of Capital Stock or assets,  the ratio,  expressed as a  percentage,  derived by
dividing  (a) the  portion  of  Consolidated  Operating  Cash Flow  attributable
thereto for the four  consecutive  fiscal quarters of the Borrower ending on, or
most  recently  ended  prior to,  such date for  which  the  Required  Financial
Information is available and has been delivered to the Lenders  hereunder  prior
to the date of such  Voluntary  Disposition by (b)  Consolidated  Operating Cash
Flow for such period.

      "CHARLESTON  JOA"  means  the  unincorporated  joint  operating  agency in
respect of The Charleston Daily Mail and The Charleston Gazette.


<PAGE>

      "CLOSING DATE" means the date hereof.

      "COLLATERAL" means a collective  reference to all Property with respect to
which Liens in favor of the  Administrative  Agent are  purported  to be granted
pursuant to and in accordance with the terms of the Collateral Documents.

      "COLLATERAL   DOCUMENTS"  means  a  collective  reference  to  the  Pledge
Agreement and other  security  documents as may be executed and delivered by the
Loan Parties pursuant to the terms of SECTION 7.08.

      "COMMITMENT"  means, as to each Lender,  the Revolving  Commitment of such
Lender and/or the Tranche B Term Loan Commitment of such Lender.

      "COMPLIANCE CERTIFICATE" means a certificate  substantially in the form of
EXHIBIT 7.01(C).

      "CONSOLIDATED  CAPITAL  EXPENDITURES"  means, with respect to the Borrower
and its  Restricted  Subsidiaries  on a consolidated  basis for any period,  any
expenditures  in respect of the  purchase  or other  acquisition  (by way of the
acquisition  of  Capital  Stock of a Person or  otherwise)  of fixed or  capital
assets (excluding any such asset acquired in connection with normal  replacement
and maintenance  programs properly charged to current  operations) but excluding
(a) to the extent permitted by this Agreement,  Eligible Reinvestments made with
the Net Cash Proceeds of Voluntary  Dispositions  and  Involuntary  Dispositions
(other than an Excluded  Disposition) and (b) any such expenditure to the extent
financed with the proceeds of any borrowing of Revolving  Loans  hereunder,  any
Purchase  Money  Indebtedness  or (in the  case of any  Person  other  than  the
Borrower and its Restricted  Subsidiaries) any Indebtedness of the type referred
to in the definition of "Purchase Money  Indebtedness" set forth in this SECTION
1.01 provided,  in any such case, that, until such  Indebtedness has been repaid
in full, the aggregate outstanding amount of such Indebtedness shall be included
in all calculations of Consolidated  Debt and all required payments of principal
and all interest  expense in respect of such  Indebtedness  shall be included in
all calculations of Consolidated Fixed Charges for all applicable periods.

      "CONSOLIDATED  DEBT"  means,  at any time with respect to the Borrower and
its Restricted  Subsidiaries  on a consolidated  basis,  Indebtedness as of such
time MINUS cash and Cash  Equivalents  held at such time in excess of $2,000,000
(but not more than $25,000,000 in the aggregate);  PROVIDED,  however,  that the
Indebtedness in respect of the Airplane Debt, the Denver Synthetic Lease and the
California Guaranty shall be excluded from Consolidated Debt so long as no event
of default is continuing with respect to such  Indebtedness  (or, in the case of
the California Guaranty, with respect to the Indebtedness Guaranteed thereby).

      "CONSOLIDATED  FIXED  CHARGES"  means,  for any period with respect to the
Borrower  and its  Restricted  Subsidiaries  on a  consolidated  basis,  without
duplication,  the sum of (a) all Required Repayments,  and all required payments
of principal of the Tranche B Term Loans and all other  Indebtedness  (including
Attributable  Indebtedness  in respect of Capital  Leases and  Synthetic  Leases
(other than the Denver Synthetic Lease)) scheduled to have been made during such
period (excluding optional prepayments, redemptions and defeasances), determined
on a consolidated basis, (b) Consolidated  Capital Expenditures for such period,
(c)  Consolidated  Interest  Expense  for such period and (d) taxes paid in cash
during such period and payments  made during such period  pursuant to the Denver

<PAGE>

Tax  Sharing  Agreement,  in each case net of any  refunds  of any such taxes or
payments  received  during  such period (but only to the extent not in excess of
such taxes paid and payments made  pursuant to the Denver Tax Sharing  Agreement
during such period).

      "CONSOLIDATED  INTEREST EXPENSE" means, for any period with respect to the
Borrower  and its  Restricted  Subsidiaries  on a  consolidated  basis,  without
duplication,  the sum of all interest payments (including the interest component
under Capital Leases,  the implied interest component of Synthetic Leases (other
than the Denver Synthetic Lease) and interest payments on Mandatorily Redeemable
Stock),  payable during such period,  with respect to all  Indebtedness  of such
Persons.

      "CONSOLIDATED  OPERATING CASH FLOW" means, as of any date of determination
with respect to the Borrower and its Restricted  Subsidiaries  on a consolidated
basis,  the  following,  with respect to the  immediately  preceding four fiscal
quarters of the Borrower for which the Required  Financial  Information has been
delivered:  (A) revenues MINUS (B) the sum of (i) cost of sales, (ii) management
fees,  (iii)  regularly  scheduled  payments in respect of the Denver  Synthetic
Lease and (iv) selling, general and administrative expenses (other than non-cash
expenses accrued under employee compensation and stock ownership plans) for such
period  PLUS (C) the lesser of (i)  dividends  received  in cash from any Person
(other than a JOA) not constituting a Restricted  Subsidiary  hereunder for such
period  and (ii) the  Borrower's  and its  Restricted  Subsidiaries'  percentage
interest in the operating cash flow of such Person.

      "CONSOLIDATED  SENIOR DEBT" means,  at any time,  Consolidated  Debt other
than Subordinated Debt as of such time.

      "CONSOLIDATED  SUBSIDIARY"  means,  at any time,  any  Subsidiary or other
Person the accounts of which would be consolidated with those of the Borrower in
its consolidated financial statements as of such time.

      "CONSOLIDATED TAX SUBSIDIARY" means a Subsidiary which could elect to file
consolidated,  combined,  unitary or similar group tax returns with the Borrower
or another Subsidiary.

      "CONSOLIDATED   TOTAL   LEVERAGE   RATIO"   means,   as  of  any  date  of
determination,  the  ratio  of (a)  Consolidated  Debt  as of  such  date to (b)
Consolidated Operating Cash Flow.

      "CONTRACT"  means (a) any  agreement,  including  an  indenture,  lease or
license,  or any instrument,  (b) any deed or other instrument of conveyance and
(c) any Organization Document.

      "CONTROL" has the meaning specified in the definition of "Affiliate."

      "CREDIT EXTENSION" means each of the following: (a) a Borrowing and (b) an
L/C Credit Extension.

      "DEBTOR RELIEF LAWS" means the Bankruptcy  Code of the United States,  and
all other liquidation,  conservatorship,  bankruptcy, assignment for the benefit
of   creditors,    moratorium,    rearrangement,    receivership,    insolvency,
reorganization,  or similar  debtor  relief  Laws of the United  States or other

<PAGE>

applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

      "DEFAULT"  means  any  event or  condition  that  constitutes  an Event of
Default or that,  with the giving of any notice,  the passage of time,  or both,
would be an Event of Default.

      "DEFAULT  RATE" means an interest rate equal to (a) the Base Rate PLUS (b)
the  Applicable  Rate,  if any,  applicable  to Base Rate  Loans PLUS (c) 2% per
annum;  PROVIDED,  HOWEVER,  that with  respect to a Eurodollar  Rate Loan,  the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable  Rate)  otherwise  applicable to such Loan plus 2% per annum, in each
case to the fullest extent permitted by applicable Laws.

      "DEFAULTING  LENDER"  means  any  Lender  that (a) has  failed to fund any
portion of the Loans,  participations  in L/C Obligations or  participations  in
Swingline Loans required to be funded by it hereunder within one Business Day of
the date required to be funded by it hereunder,  (b) has otherwise failed to pay
over to the  Administrative  Agent or any other Lender any other amount required
to be paid by it hereunder  within one Business Day of the date when due, unless
the subject of a good faith dispute,  or (c) has been deemed insolvent or become
the subject of a bankruptcy or insolvency proceeding.

      "DENVER" means the Denver Post Corporation, a Delaware corporation.

      "DENVER ACQUISITION  DOCUMENTS" means the Denver Contribution  Agreement
and the Denver Shareholders Agreement.

      "DENVER CONTRIBUTION  AGREEMENT" means the Contribution and Sale Agreement
dated as of May 11, 2000 among Denver, ECP, DNA and DPC.

      "DENVER JOA" means DNA.

      "DENVER JOA AGREEMENT" means the Joint Operating Agreement dated as of May
11, 2000 among Denver, ECP, DNA and DPC.

      "DENVER JOA  DOCUMENTS"  means the Denver  Contribution  Agreement and the
Denver JOA Agreement.

      "DENVER PRINTER  CONSOLIDATION"  means the  consolidation  of the printing
facilities of DNA.

      "DENVER  SHAREHOLDERS'  AGREEMENT"  means the Third  Amended and  Restated
Shareholders' Agreement dated as of June 30, 1999 among the Borrower, Denver and
Media General.

      "DENVER  SYNTHETIC  LEASE" means a synthetic lease facility among SunTrust
Equity  Funding,  LLC (or one of its  Affiliates),  as lessor and borrower,  the
Denver JOA, as lessee, and certain other Persons,  having aggregate Attributable
Indebtedness in respect thereof that does not exceed $90,000,000 and the purpose
of which is to finance  various land,  building and real  property  improvements
associated with an office building to be constructed in Denver, Colorado.


<PAGE>

      "DENVER TAX SHARING AGREEMENT" means the Tax Sharing Agreement dated as of
May 11, 2000 among Denver, ECP, DNA and DPC.

      "DNA" means  Denver  Newspaper  Agency LLC, a Delaware  limited  liability
company.

      "DOLLAR" and "$" mean lawful money of the United States.

      "DPC" means The Denver Publishing Company, a Colorado corporation.

      "ECP" means Eastern  Colorado  Production  Facilities,  Inc., a Delaware
corporation.

      "ELIGIBLE ASSIGNEE" has the meaning specified in SECTION 11.07(G).

      "ELIGIBLE REINVESTMENT" means (a) with respect to the Net Cash Proceeds of
any Voluntary  Disposition  or Involuntary  Disposition  (other than an Excluded
Disposition)  by a Loan Party other than a Limited  Guarantor,  any  purchase of
assets (whether or not constituting a capital expenditure,  but not constituting
an  Acquisition)  used or useful in a Permitted  Business  conducted by any Loan
Party other than a Limited Guarantor,  (b) with respect to the Net Cash Proceeds
of any Voluntary Disposition or Involuntary  Disposition (other than an Excluded
Disposition) by any Restricted  Subsidiary that either is a Limited Guarantor or
is not a  Guarantor,  any  purchase  (whether  or  not  constituting  a  capital
expenditure,  but not  constituting an Investment) of assets used or useful in a
Permitted Business conducted by the Borrower or its Restricted  Subsidiaries and
(c) any Permitted  Investment of the type referred to in clause (iii), (iv), (x)
or (xiv) of the definition of "Permitted  Investment"  set forth in this SECTION
1.01.  Notwithstanding the foregoing, the term "Eligible Reinvestment" shall not
include any item which is not a permitted  application  of proceeds of an "Asset
Sale"  (or  any  comparable  term)  under,  and as  defined  in,  the  documents
evidencing or governing any Subordinated Debt.

      "ERISA" means the Employee Retirement Income Security Act of 1974.

      "ERISA   AFFILIATE"   means  any  trade  or   business   (whether  or  not
incorporated)  under  common  control  with the  Borrower  within the meaning of
Section 414(b) or (c) of the Internal  Revenue Code (and Sections 414(m) and (o)
of the Internal Revenue Code for purposes of provisions  relating to Section 412
of the Internal Revenue Code).

      "EURODOLLAR  BASE RATE" means, for any Interest Period with respect to any
Eurodollar Rate Loan:

            (a)  the  rate  per  annum  equal  to  the  rate  determined  by the
      Administrative  Agent to be the offered  rate that  appears on the page of
      the Telerate  screen (or any  successor  thereto) that displays an average
      British  Bankers  Association  Interest  Settlement  Rate for  deposits in
      Dollars  (for  delivery on the first day of such  Interest  Period) with a
      term equivalent to such Interest  Period,  determined as of  approximately
      11:00 a.m.  (London time) two Business Days prior to the first day of such
      Interest Period, or

            (b) if the rate  referenced  in the  preceding  clause  (a) does not
      appear  on such  page or  service  or such  page or  service  shall not be
      available,  the  rate  per  annum  equal  to the  rate  determined  by the

<PAGE>

      Administrative  Agent to be the  offered  rate on such other page or other
      service that  displays an average  British  Bankers  Association  Interest
      Settlement  Rate for deposits in Dollars (for delivery on the first day of
      such Interest  Period) with a term  equivalent  to such  Interest  Period,
      determined as of approximately  11:00 a.m. (London time) two Business Days
      prior to the first day of such Interest Period, or

            (c) if the rates referenced in the preceding  subsection (a) and (b)
      are not available,  the rate per annum (rounded upward to the next 1/100th
      of 1%) determined by the  Administrative  Agent as the rate of interest at
      which  deposits in Dollars for delivery on the first day of such  Interest
      Period in same day funds in the approximate  amount of the Eurodollar Rate
      Loan being made, continued or converted by Bank of America and with a term
      equivalent to such  Interest  Period would be offered by Bank of America's
      London Branch to major banks in the London interbank  eurodollar market at
      their request at  approximately  4:00 p.m. (London time) two Business Days
      prior to the first day of such Interest Period.

      "EURODOLLAR  RATE"  means for any  Interest  Period  with  respect  to any
Eurodollar Rate Loan, a rate per annum determined by the Administrative Agent to
be equal to the quotient  obtained by dividing (a) the Eurodollar  Base Rate for
such  Eurodollar  Loan for such Interest  Period by (b) one minus the Eurodollar
Reserve Percentage for such Eurodollar Loan for such Interest Period.

      "EURODOLLAR RATE LOAN" means a Loan that bears interest at a rate based on
the Eurodollar Rate.

      "EURODOLLAR  RESERVE  PERCENTAGE"  means,  for any day during any Interest
Period,  the reserve  percentage  (expressed  as a decimal,  carried out to five
decimal places) in effect on such day,  whether or not applicable to any Lender,
under  regulations  issued  from  time to time  by the FRB for  determining  the
maximum  reserve  requirement  (including any emergency,  supplemental  or other
marginal reserve  requirement) with respect to Eurocurrency  funding  (currently
referred  to as  "Eurocurrency  liabilities").  The  Eurodollar  Rate  for  each
outstanding  Eurodollar  Rate Loan  shall be  adjusted  automatically  as of the
effective date of any change in the Eurodollar Reserve Percentage.

      "EVENT OF DEFAULT" has the meaning specified in SECTION 9.01.

      "EXCESS CASH FLOW" means,  for any period,  the excess of (a) Consolidated
Operating Cash Flow for such period over (b) the sum of (i)  Consolidated  Fixed
Charges  for such  period  PLUS (ii) the  amount of  payments  of  non-operating
liabilities as determined in the consolidated  statements of cash flows for such
period delivered pursuant to SECTION 7.01.

      "EXCLUDED  DISPOSITION"  means,  with  respect  to  the  Borrower  or  any
Restricted  Subsidiary,  any Voluntary  Disposition  consisting of (i) the sale,
lease, license, transfer or other disposition of Property in the ordinary course
of such Person's  business,  (ii) the sale,  lease,  license,  transfer or other
disposition  of machinery  and equipment no longer used or useful in the conduct
of such Person's  business,  (iii) any sale, lease,  license,  transfer or other
disposition  of Property by such Person to the  Borrower or any other Loan Party
(other than a Limited  Guarantor),  PROVIDED  that the  applicable  Loan Parties
shall  cause to be  executed  and  delivered  such  documents,  instruments  and

<PAGE>

certificates  as the  Administrative  Agent may  request so as to cause the Loan
Parties to be in  compliance  with the terms of SECTION 7.08 after giving effect
to such transaction, (iv) any Voluntary Disposition by such Person to the extent
constituting  a Permitted  Investment  of the type  referred to in clause (iii),
(iv),  (ix), (x), (xi),  (xii),  (xiii) or (xiv) of the definition of "Permitted
Investment"  set forth in this  SECTION  1.01,  (v) the sale,  transfer or other
disposition  of any Capital Stock of any  Unrestricted  Subsidiary  and (vi) any
Voluntary  Disposition (or series or related Voluntary  Dispositions)  involving
aggregate  consideration not exceeding $5,000,000;  PROVIDED,  HOWEVER, that the
term "Excluded  Disposition" shall not include any Voluntary  Disposition to the
extent  that any  portion of the  proceeds  of such  Voluntary  Disposition  are
required under the documents evidencing or governing any Subordinated Debt to be
applied to permanently  retire  Indebtedness  of the Borrower and its Restricted
Subsidiaries.

      "EXCLUDED  TAXES" means,  with respect to the  Administrative  Agent,  any
Lender, any L/C Issuer or any other recipient of any payment to be made by or on
account of any  obligation  of the Borrower  hereunder,  (a) taxes imposed on or
measured by its overall net income  (however  denominated),  and franchise taxes
imposed  on it (in  lieu  of net  income  taxes),  by the  jurisdiction  (or any
political  subdivision  thereof)  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,  (b) any  branch
profits  taxes  imposed by the United  States or any  similar tax imposed by any
other  jurisdiction  in which the  Borrower  is located and (c) in the case of a
Foreign  Lender  (other than an assignee  pursuant to a request by the  Borrower
under SECTION 11.16),  any withholding tax that is imposed on amounts payable to
such Foreign  Lender at the time such Foreign  Lender becomes a party hereto (or
designates a new Lending  Office) or is  attributable  to such Foreign  Lender's
failure or inability  (other than as a result of a change in Law) to comply with
SECTION  11.15,  except to the extent that such Foreign Lender (or its assignor,
if any) was entitled,  at the time of  designation  of a new Lending  Office (or
assignment),  to receive  additional  amounts from the Borrower  with respect to
such withholding tax pursuant to SECTION 3.01.

      "EXISTING  DEBT"  means (i) any  Indebtedness  outstanding  on the Closing
Date,  to the extent set forth on SCHEDULE 8.01 and (ii) any  Indebtedness  that
constitutes a Refinancing of any such Existing Debt, but only if (A) at the time
such  Indebtedness is entered into and immediately  after giving effect thereto,
no Default would exist, (B) such  Indebtedness is binding only on the obligor or
obligors under the  Indebtedness so Refinanced,  (C) the principal amount of the
Indebtedness  does not  exceed  the  principal  amount  of the  Indebtedness  so
Refinanced plus any premium, "make-whole" amounts and penalties actually paid on
the  Indebtedness  being Refinanced and all reasonable fees and expenses payable
in connection with such  Refinancing,  (D) the Indebtedness  bears interest at a
rate per annum not  exceeding the rate borne by the  Indebtedness  so Refinanced
except for any  increase  that is  commercially  reasonable  at the time of such
increase  and (E) such  Indebtedness  either  (1) does not  mature  earlier,  or
amortize (whether by scheduled or mandatory prepayment or commitment  reduction,
or otherwise) more rapidly,  than the Indebtedness so Refinanced or (2) does not
mature, or require any amortization  payments to be made, prior to the date that
occurs 91 days after the Maturity Date.

      "EXISTING  GUARANTEE"  means (i) any Guarantee  outstanding on the Closing
Date,  to the  extent set forth on  SCHEDULE  8.02 and (ii) any  Guarantee  that
constitutes a renewal,  extension or  replacement of an Existing  Guaranty,  but
only if (A) at the time such  Guarantee  is entered into and  immediately  after
giving effect  thereto,  no Default would exist,  (B) such  Guarantee is binding

<PAGE>

only on the  obligor or obligors  under the  Guarantee  so renewed,  extended or
replaced,  (C)  the  principal  amount  of the  obligations  guaranteed  by such
Guarantee does not exceed the principal amount of the obligations  guaranteed by
the Guarantee so renewed,  extended or replaced  plus any premium,  "make-whole"
amounts and penalties  actually paid on the Indebtedness  Guaranteed thereby and
all  reasonable  fees and  expenses  payable in  connection  with such  renewal,
extension or replacement  and (D) the  obligations  guaranteed by such Guarantee
bear  interest  at a  rate  per  annum  not  exceeding  the  rate  borne  by the
obligations guaranteed by the Guarantee so renewed,  extended or replaced except
for any increase that is commercially reasonable at the time of such increase.

      "EXISTING  INVESTMENT"  means any  Investment  outstanding  on the Closing
Date,  to the extent set forth on SCHEDULE  8.07,  and any renewal or  extension
thereof to the  extent not  involving  an  increase  therein as the result of an
additional Investment by the Borrower or any Subsidiary.

      "EXISTING  LETTERS  OF  CREDIT"  means the  letters of credit set forth on
SCHEDULE 1.01.

      "FEDERAL  FUNDS RATE" means,  for any day, the rate per annum equal to the
weighted  average of the rates on  overnight  federal  funds  transactions  with
members of the Federal  Reserve System arranged by federal funds brokers on such
day,  as  published  by the  Federal  Reserve  Bank  on the  Business  Day  next
succeeding  such day;  PROVIDED  that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such  transactions  on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next  succeeding  Business  Day,
the Federal Funds Rate for such day shall be the average rate  (rounded  upward,
if necessary,  to a whole multiple of 1/100 of 1%) charged to Bank of America on
such day on such transactions as determined by the Administrative Agent.

      "FEE LETTER" means the letter  agreement,  dated November 13, 2003,  among
the Borrower, the Administrative Agent and BAS.

      "FOREIGN LENDER" has the meaning specified in SECTION 11.15(A)(I).

      "FRB" means the Board of  Governors of the Federal  Reserve  System of the
United States.

      "FUNDED CURRENT  LIABILITY  PERCENTAGE"  has the meaning  ascribed to that
term in Internal Revenue Code Section 401(a)(29).

      "GAAP" means generally accepted accounting principles in the United States
set forth in the opinions and pronouncements of the Accounting  Principles Board
and the American  Institute of Certified  Public  Accountants and statements and
pronouncements of the Financial Accounting Standards Board, consistently applied
and as in effect from time to time.

      "GOVERNMENTAL  APPROVAL"  means  any  authorization,   consent,  approval,
license or exemption  of,  registration  or filing with, or report or notice to,
any Governmental Authority.


<PAGE>

      "GOVERNMENTAL  AUTHORITY"  means any  nation or  government,  any state or
other political  subdivision  thereof, any agency,  authority,  instrumentality,
regulatory body, court,  administrative  tribunal,  central bank or other entity
exercising   executive,    legislative,    judicial,   taxing,   regulatory   or
administrative powers or functions of or pertaining to government.

      "GREENCO" means Greenco, Inc., a Delaware corporation.
       -------

      "GREENCO OPTION  AGREEMENT" means the Option Agreement dated as of January
30, 1998 between the Borrower and Greenco.  Notwithstanding any provision to the
contrary  contained herein, (i) the Greenco Option Agreement shall not be deemed
to constitute  Capital Stock of the Borrower or any of its Subsidiaries and (ii)
the contingent obligations of the Borrower under Section 9 of the Greenco Option
Agreement shall not be deemed to constitute  Indebtedness of the Borrower or any
of its Subsidiaries.

      "GUARANTEE"  of  any  Person  means  (a)  any  agreement,   contingent  or
otherwise,  of such  Person  to pay any  liability  of any  other  Person  or to
otherwise protect,  or having the practical effect of protecting,  the holder of
any such liability against loss or (b) any obligation,  contingent or otherwise,
of such Person,  incurred in connection with the incurrence by a third Person of
any  Indebtedness  (whether such obligation  arises by agreement to reimburse or
indemnify such third Person or otherwise).  The word  "Guarantee" when used as a
verb has the correlative meaning.

      "GUARANTY"  means  the  Guaranty  made by the  Guarantors  in favor of the
Administrative Agent and the Lenders pursuant to ARTICLE IV hereof.

      "GUARANTORS" means each Restricted  Subsidiary of the Borrower  identified
as a "Guarantor" on the signature  pages hereto and each other Person that joins
as a Guarantor  pursuant to SECTION  7.04,  together with their  successors  and
permitted assigns.

      "HONOR DATE" has the meaning set forth in SECTION 2.03(C)(I).

      "INDEBTEDNESS"  of any Person means (a) any  obligation of such Person for
borrowed  money,  (b)  any  obligation  of  such  Person  evidenced  by a  bond,
debenture,  note or other similar instrument,  (c) any obligation of such Person
to pay the deferred  purchase price of property or services,  except (i) a trade
account  payable that arises in the ordinary  course of business but only if and
so long as the same is payable on  customary  trade terms and (ii) to the extent
not required to be recorded as a liability  on the balance  sheet of such Person
in accordance with GAAP,  customary  contingent earn-out provisions contained in
acquisition  agreements entered into in compliance with this Agreement,  (d) the
Attributable  Indebtedness  of such  Person with  respect to Capital  Leases and
Synthetic Leases,  (e) any Mandatorily  Redeemable Stock of such Person owned by
any Person  other than such Person or a Wholly Owned  Subsidiary  of such Person
(the  amount of such  Mandatorily  Redeemable  Stock to be  determined  for this
purpose as the higher of the  liquidation  preference of and the amount  payable
upon redemption of such  Mandatorily  Redeemable  Stock),  (f) any obligation of
such Person to purchase  securities  or other  property that arises out of or in
connection  with the sale of the same or  substantially  similar  securities  or
property,  (g) any  non-contingent  obligation  of such Person to reimburse  any
other  Person  in  respect  of  amounts  paid  under a letter of credit or other
Guarantee  issued by such  other  Person to the extent  that such  reimbursement
obligation  remains  outstanding  after  it  becomes  non-contingent,   (h)  any
Indebtedness of others secured by (or for which the holder of such  Indebtedness

<PAGE>

has an existing right,  contingent or otherwise, to be secured by) a Lien on any
asset of such Person,  (i) any Indebtedness of others  Guaranteed by such Person
and (j) to the extent  required to be  recorded  as a  liability  on the balance
sheet of such Person in accordance  with GAAP,  any monetary  obligation of such
Person arising out of a non-competition agreement entered into by such Person in
connection with the acquisition of assets,  stock, or other equity interest of a
third  Person.   Notwithstanding   the  foregoing,   to  the  extent   otherwise
constituting  Indebtedness,  any  obligations of the Borrower and its Restricted
Subsidiaries   (x)   deferred   pursuant  to  Section   4.07(a)  of  the  Denver
Shareholders'  Agreement and (y) under Section 9.9 of the Partnership Agreement,
shall  not  constitute  Indebtedness  prior  to  the  scheduled  closing  of the
transactions contemplated thereby.

      "INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION 11.05.

      "INDEMNITEES" has the meaning set forth in SECTION 11.05.

      "INTELLECTUAL  PROPERTY"  means  (a)(i)  patents and patent  rights,  (ii)
trademarks,  trademark rights,  trade names,  trade name rights,  company names,
business names, trade styles,  service marks,  logos and general  intangibles of
like nature and (iii) copyrights, in each case whether registered,  unregistered
or under pending  registration  and, in the case of any such that are registered
or under pending registration,  whether registered or under pending registration
under  the  laws of the  United  States  or any  other  country,  (b)  reissues,
continuations, continuations-in-part and extensions of any Intellectual Property
referred to in clause (a), and (c) rights relating to any Intellectual  Property
referred to in clause (a) or (b), including rights under  applications  (whether
pending  under the laws of the United  States or any other  country) or licenses
relating thereto.

      "INTERCOMPANY   DEBT"  means  Indebtedness  owed  by  the  Borrower,   any
Restricted Subsidiary or JOA to the Borrower or any Restricted Subsidiary.

      "INTEREST  PAYMENT DATE" means (a) as to any Eurodollar Loan, the last day
of each Interest Period applicable to such Loan and the Maturity Date; PROVIDED,
HOWEVER,  that if any Interest  Period for a Eurodollar  Rate Loan exceeds three
months, the respective dates that fall every three months after the beginning of
such Interest  Period shall also be Interest  Payment  Dates;  and (b) as to any
Base Rate Loan  (including  a Swingline  Loan),  the last  Business  Day of each
March, June, September and December and the Maturity Date.

      "INTEREST  PERIOD"  means,  as to each  Eurodollar  Rate Loan,  the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three,  six
or, subject to availability of all affected Lenders,  12 months  thereafter,  as
selected by the Borrower in its Loan Notice; PROVIDED that:

            (i) any Interest  Period that would  otherwise  end on a day that is
      not a Business Day shall be extended to the next  succeeding  Business Day
      unless such Business Day falls in another  calendar  month,  in which case
      such Interest Period shall end on the next preceding Business Day;

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

<PAGE>

      Period)  shall end on the last  Business Day of the calendar  month at the
      end of such Interest Period; and

            (iii) no Interest Period shall extend beyond the Maturity Date.

      "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986.

      "INVESTMENT"  means, as to any Person, any direct or indirect  acquisition
or investment by such Person, or an interest in another Person, whether by means
of (a) the purchase or other acquisition of Capital Stock of another Person, (b)
a loan, advance or capital  contribution to, Guarantee or assumption of debt of,
or purchase or other  acquisition of any other debt or equity  participation  or
interest in, another Person, including any partnership or joint venture interest
in  such  other  Person  (including,   without   limitation,   pursuant  to  any
reinvestment of returns available for distribution on any Investment (regardless
of whether such returns are first  distributed)),  (c) an Acquisition or (d) any
Voluntary  Disposition to another Person to the extent that the consideration is
less than the fair market  value of the Property  disposed in such  transaction.
For purposes of covenant  compliance,  the amount of any Investment shall be the
amount  actually  invested,  without  adjustment  for  subsequent  increases  or
decreases in the value of such Investment.

      "INVOLUNTARY  DISPOSITION" means any loss of, damage to or destruction of,
or any  condemnation  or other  taking for public  use of, any  Property  of the
Borrower or any of its Restricted  Subsidiaries  having an aggregate fair market
value of at least $5,000,000.

      "IRS" means the United States Internal Revenue Service.
       ---

      "ISP" has the meaning specified in SECTION 2.03(H).

      "JOA"  means,  at any time,  any Person that,  at such time,  (i) is not a
Subsidiary  of the  Borrower  and in  which  the  Borrower  and  its  Restricted
Subsidiaries  collectively hold equity  Investments of at least 25% of the total
equity and voting stock in such Person, (ii) is engaged primarily in a Permitted
Business of the type  described in clause (a) of the  definition  of  "Permitted
Business"   and  (iii)  the   Borrower's   and  its   Restricted   Subsidiaries'
proportionate ownership interest in the cash flows of such Person is included in
the  Borrower's  filings under the  Securities  Exchange Act of 1934, as amended
(the "EXCHANGE ACT"), in "Adjusted EBITDA Available to the Company",  or, if the
Borrower no longer includes such information in its Exchange Act filings, in the
good faith  judgment of the  Borrower,  would have been  included  in  "Adjusted
EBITDA  Available to the Borrower," if so then calculated on a basis  consistent
with that set  forth in the  financial  statements  included  in the  Borrower's
Annual Report on Form 10-K for its fiscal year ended June 30, 2003.

      "JOINDER AGREEMENT" means a joinder agreement substantially in the form of
EXHIBIT 7.04  executed and  delivered by a Restricted  Subsidiary  in accordance
with the provisions of SECTION 7.04.

      "K-T" means Kearns-Tribune, LLC, a Delaware limited liability company.


<PAGE>

      "LAWS" means, collectively, all international, foreign, federal, state and
local statutes, treaties, rules, guidelines, regulations,  ordinances, codes and
administrative   or  judicial   precedents   or   authorities,   including   the
interpretation or administration  thereof by any Governmental  Authority charged
with  the  enforcement,   interpretation  or  administration  thereof,  and  all
applicable   administrative  orders,   directed  duties,   requests,   licenses,
authorizations and permits of, and agreements with, any Governmental  Authority,
in each case whether or not having the force of law.

      "L/C ADVANCE" means, with respect to each Lender, such Lender's funding of
its participation in any L/C Borrowing in accordance with its Pro Rata Share.

      "L/C  BORROWING"  means an  extension of credit  resulting  from a drawing
under any Letter of Credit which has not been  reimbursed  on the date when made
or refinanced as a Borrowing of Revolving Loans.

      "L/C CREDIT EXTENSION"  means,  with respect to any Letter of Credit,  the
issuance  thereof or  extension  of the expiry date  thereof,  or the renewal or
increase of the amount thereof.

      "L/C ISSUER" means (a) with respect to any Existing Letter of Credit,  the
applicable  Lender identified as the issuer of such Existing Letter of Credit on
SCHEDULE  1.01, in its capacity as issuer of such Existing  Letter of Credit and
(b) with  respect to all other  Letters  of  Credit,  (i) Bank of America in its
capacity  as an issuer of such  Letter  of  Credit  or (ii)  such  other  Lender
selected by the Borrower (upon written notice to the Administrative Agent by the
Borrower) from time to time to issue such Letter of Credit.

      "L/C OBLIGATIONS"  means, as at any date of  determination,  the aggregate
undrawn  amount of all  outstanding  Letters of Credit PLUS the aggregate of all
Unreimbursed  Amounts,  including all L/C  Borrowings.  For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be  "outstanding"
in the amount so remaining available to be drawn.

      "LENDERS"  means  each of the  Persons  identified  as a  "Lender"  on the
signature  pages  hereto and their  successors  and assigns  and, as the context
requires, includes the L/C Issuers and the Swingline Lender.

      "LENDING  OFFICE" means,  as to any Lender,  the office or offices of such
Lender described as such in such Lender's Administrative Questionnaire,  or such
other  office or offices as a Lender may from time to time  notify the  Borrower
and the Administrative Agent.

      "LETTER OF CREDIT" means any standby letter of credit issued hereunder and
shall include the Existing Letters of Credit.

      "LETTER OF CREDIT  APPLICATION" means an application and agreement for the
issuance or amendment of a letter of credit in the form from time to time in use
by the applicable L/C Issuer.

      "LETTER OF CREDIT  EXPIRATION  DATE"  means the day that is  fifteen  days
prior to the  Maturity  Date then in effect  (or,  if such day is not a Business
Day, the next preceding Business Day).


<PAGE>

      "LETTER OF CREDIT SUBLIMIT" means an amount equal to the lesser of (a) the
Aggregate  Revolving  Commitments  and (b)  $25,000,000.  The  Letter  of Credit
Sublimit  is  part  of,  and  not  in  addition  to,  the  Aggregate   Revolving
Commitments.

      "LIEN" means any mortgage, pledge,  hypothecation,  collateral assignment,
deposit  arrangement,   encumbrance,  lien  (statutory  or  other),  charge,  or
preference,  priority or other security interest or preferential  arrangement of
any kind or nature  whatsoever  (including any  conditional  sale or other title
retention  agreement,  and any  financing  lease having  substantially  the same
economic effect as any of the foregoing).

      "LIMITED GUARANTOR" means, until such time as the liability of such Person
under  ARTICLE  IV is no longer  limited  pursuant  to the second  paragraph  of
SECTION 4.01, (i) Denver,  (ii) any Subsidiary of Denver that is a Guarantor and
(iii) Los Angeles Daily News.

      "LOAN"  means an  extension  of credit by a Lender to the  Borrower  under
ARTICLE II in the form of a  Revolving  Loan,  Swingline  Loan or Tranche B Term
Loan.

      "LOAN DOCUMENTS"  means this Agreement,  each Note, each Letter of Credit,
each  Letter of Credit  Application,  each  Joinder  Agreement,  the  Collateral
Documents, each Request for Credit Extension,  each Compliance Certificate,  the
Fee Letter and each other  document,  instrument or agreement  from time to time
executed by the Borrower or any of its  Subsidiaries or any Responsible  Officer
thereof and delivered in connection with this Agreement.

      "LOAN  NOTICE"  means a notice of (a) a Borrowing  of  Revolving  Loans or
Tranche B Term Loan,  (b) a conversion  of Loans from one Type to the other,  or
(c) a continuation of Eurodollar Rate Loans, pursuant to SECTION 2.02(A), which,
if in writing, shall be substantially in the form of EXHIBIT 2.02.

      "LOAN PARTIES" means, collectively, the Borrower and each Guarantor.

      "LONG  BEACH  PUBLISHING   COMPANY"  means  the  Long  Beach  Publishing
Company, a Delaware corporation.

      "LOS  ANGELES  DAILY  NEWS" means the Los  Angeles  Daily News  Publishing
Company, a Delaware corporation.

      "MANDATORILY  REDEEMABLE  STOCK"  means,  with respect to any Person,  any
share of such Person's  Capital  Stock to the extent that it is (a)  redeemable,
payable or required to be  purchased or otherwise  retired or  extinguished,  or
convertible  into any  Indebtedness  or other  liability of such Person (i) at a
fixed or determinable date, whether by operation of a sinking fund or otherwise,
(ii) at the  option  of any  Person  other  than such  Person or (iii)  upon the
occurrence of a condition not solely within the control of such Person,  such as
a redemption  required to be made out of future earnings or (b) convertible into
Mandatorily  Redeemable  Stock,  but  excluding  any such Capital  Stock of such
Person so long as the terms  thereof and of any  security,  instrument  or other
item of  Indebtedness  into which such  Capital  Stock may be  converted  do not
require the payment,  redemption,  purchase or other  retirement  of any portion
thereof,  or do  not  provide  for,  or  could  not  otherwise  result  in,  the
acceleration  of any payment  required to be made in respect  thereof prior to a

<PAGE>

date that is 91 days after the Maturity Date; PROVIDED,  HOWEVER, that any class
of Capital  Stock of such Person that, by its terms,  authorizes  such Person to
satisfy in full its obligations upon maturity, redemption (pursuant to a sinking
fund or otherwise) or repurchase thereof or otherwise by the delivery of Capital
Stock (other than Mandatorily  Redeemable  Stock),  and that is not convertible,
puttable or exchangeable for Mandatorily Redeemable Stock or Indebtedness,  will
not be  deemed  to be  Mandatorily  Convertible  Stock  so long  as such  Person
satisfies its obligations with respect thereto solely by the delivery of Capital
Stock (other than Mandatorily Redeemable Stock); PROVIDED FURTHER, HOWEVER, that
any Capital Stock that would not constitute Mandatorily Redeemable Stock but for
provisions  thereof giving holders  thereof (or the holders of any security into
or for which such Capital Stock is convertible, exchangeable or exercisable) the
right to require  the  Borrower  or any  Restricted  Subsidiary  to redeem  such
Capital Stock upon the occurrence of a change of control  occurring prior to the
91st day following the Maturity Date shall not constitute Mandatorily Redeemable
Stock  so  long  as the  redemption  of  such  Capital  Stock  is  contractually
subordinated  to the  prior  payment  in full  of the  Obligations  in a  manner
reasonably satisfactory to the Administrative Agent.

      "MASTER  INTERCOMPANY  NOTE" means the promissory  note dated December 30,
2003 issued by Denver in favor of the Borrower.

      "MATERIAL  ADVERSE  EFFECT" means (a) any material  adverse  effect on the
business,  assets,  liabilities,  financial condition,  results of operations or
business   prospects  of  the  Borrower  or  the  Borrower  and  its  Restricted
Subsidiaries  taken as a whole, (b) a material  impairment of the ability of any
Loan Party to perform its  obligations  under any Loan Document to which it is a
party,  or (c) a material  adverse effect upon the legality,  validity,  binding
effect or enforceability against any Loan Party of any Loan Document to which it
is a party.

      "MATURITY DATE" (a) as to the Revolving Loans, Swingline Loans and Letters
of Credit (and the related L/C Obligations),  December 30, 2009 as such date may
be  extended  pursuant  to SECTION  2.14 and (b) as to the  Tranche B Term Loan,
December 30, 2010.

      "MEDIA GENERAL" means Media General, Inc., a Virginia corporation.

      "MONEY MARKET  INVESTMENT"  means (a) any security  issued or directly and
fully  guaranteed  or insured by the United  States  government or any agency or
instrumentality  thereof having a remaining  maturity of not more than one year,
(b) any certificate of deposit,  eurodollar time deposit and bankers' acceptance
with  remaining  maturity of not more than one year, any overnight bank deposit,
and any demand deposit account,  in each case with any Lender or with any United
States  commercial bank having capital and surplus in excess of $500,000,000 and
rated B or better by Thomson Bankwatch Inc., (c) any repurchase  obligation with
a term of not more  than  seven  days for  underlying  securities  of the  types
described  in  subsection  (a) and (b) above  entered  into  with any  financial
institution  meeting the  qualifications  specified in clause (b) above, and (d)
any  commercial  paper  issued by any  Lender or the parent  corporation  of any
Lender and any other  commercial  paper rated A-1 or higher by S&P or Prime-1 by
Moody's and in any case  having a  remaining  maturity of not more than one year
and any other short-term instrument consented to by the Administrative Agent.

      "MOODY'S" means Moody's Investors Service, Inc. and any successor thereto.


<PAGE>

      "MULTIEMPLOYER  BENEFIT PLAN" means any employee  benefit plan of the type
described  in Section  4001(a)(3)  of ERISA,  to which the Borrower or any ERISA
Affiliate makes or is obligated to make  contributions,  or during the preceding
five plan years, has made or been obligated to make contributions.

      "NET CASH PROCEEDS" means the aggregate cash or Cash Equivalents  proceeds
received  by the  Borrower  or  any  Restricted  Subsidiary  in  respect  of any
Voluntary Disposition or Involuntary Disposition (including, without limitation,
any cash "true-up"  payment from other equity holders made to maintain their pro
rata equity  interest in a Person (other than a Loan Party) to which a Voluntary
Disposition  consisting  of a  contribution  of Property by the  Borrower or any
Restricted  Subsidiary  is made  and of whom  the  Borrower  or such  Restricted
Subsidiary  is also an equity  holder),  net of (a)  direct  costs  incurred  in
connection  therewith  (including,  without  limitation,  legal,  accounting and
investment banking fees, and sales commissions),  (b) taxes paid or payable as a
result thereof and (c) the amount necessary to retire any  Indebtedness  secured
by a Permitted Lien on the related Property;  it being understood that "Net Cash
Proceeds"  shall  include,  without  limitation,  any  cash or Cash  Equivalents
received upon the sale or other  disposition  of any notes or other  obligations
received  by  the  Borrower  or  any  Restricted  Subsidiary  in  any  Voluntary
Disposition or Involuntary Disposition.  In addition, the "Net Cash Proceeds" of
any Voluntary  Disposition shall include any other amounts which constitute "Net
Cash  Proceeds"  (or any  comparable  term) of such  transaction  under,  and as
defined in, the documents evidencing or governing any Subordinated Debt.

      "NEW SALT LAKE JOA" means a Person  formed by K-T and the other  member of
the Salt  Lake JOA (and in which  the  equity  interests  of K-T and such  other
member are the same as their  equity  interests in the then  existing  Salt Lake
JOA) to hold non-editorial assets of the Salt Lake JOA.

      "NOTE" or "NOTES" means the Revolving Notes, the Swingline Note and/or the
Tranche B Term Notes, individually or collectively, as appropriate.

      "OBLIGATIONS" means all advances to, and debts, liabilities,  obligations,
covenants  and  duties of, any Loan Party  arising  under any Loan  Document  or
otherwise  with  respect  to any Loan or Letter  of  Credit,  whether  direct or
indirect (including those acquired by assumption),  absolute or contingent,  due
or to become due, now existing or hereafter  arising and including  interest and
fees that  accrue  after the  commencement  by or against  any Loan Party or any
Affiliate  thereof of any  proceeding  under any Debtor  Relief Laws naming such
Person as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding. The foregoing shall also include any
Swap Contract  between any Loan Party and any Lender or Affiliate of a Lender so
long as such Swap Contract is designed to hedge against fluctuations in interest
rates,  foreign  exchange  rates or  commodities  pricing risks  incurred in the
ordinary  course of business and consistent with prudent  business  practice and
not for speculative purposes.

      "ORGANIZATION  DOCUMENTS" means, (a) with respect to any corporation,  the
certificate  or  articles  of  incorporation  and the bylaws (or  equivalent  or
comparable  constitutive  documents with respect to any non-U.S.  jurisdiction);
(b) with respect to any limited liability  company,  the certificate or articles
of formation or organization  and operating  agreement;  and (c) with respect to
any  partnership,  joint venture,  trust or other form of business  entity,  the

<PAGE>

partnership,  joint  venture  or other  applicable  agreement  of  formation  or
organization  and any  agreement,  instrument,  filing  or notice  with  respect
thereto  filed  in  connection  with  its  formation  or  organization  with the
applicable  Governmental  Authority  in the  jurisdiction  of its  formation  or
organization  and, if  applicable,  any  certificate or articles of formation or
organization of such entity.

      "OUTSTANDING  AMOUNT" means (i) with respect to any Loans on any date, the
aggregate  outstanding  principal  amount  thereof  after  giving  effect to any
borrowings and  prepayments  or repayments of any Loans  occurring on such date;
and (ii) with respect to any L/C Obligations on any date, the amount of such L/C
Obligations  on such  date  after  giving  effect  to any L/C  Credit  Extension
occurring on such date and any other changes in the aggregate  amount of the L/C
Obligations  as of such date,  including  as a result of any  reimbursements  of
outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum  amount  available  for drawing under Letters of Credit taking effect on
such date.

      "PARTICIPANT" has the meaning specified in SECTION 11.07(D).

      "PARTNERSHIP  AGREEMENT" means the Second Amended and Restated Partnership
Agreement  relating to the California  Partnership dated May 30, 2003 among West
Coast  MediaNews,  Donrey  Newspapers  LLC,  The Sun Company of San  Bernardino,
California and MediaWest-SBC, Inc.

      "PBGC" means the Pension Benefit Guaranty Corporation.

      "PERMITTED ACQUISITION" means an Acquisition by a Loan Party that is not a
Limited Guarantor (whether by purchase or exchange,  and whether  constituting a
purchase  of assets or stock) of any  Permitted  Business  (PROVIDED  that,  the
business activities  conducted by the Person or Property so acquired may include
any business  activities that do not constitute a Permitted  Business so long as
such  business  activities  do not  represent a material  portion of the overall
business  activities  conducted by such acquired  Person or Property) so long as
(a) in the case of an  Acquisition  of  Capital  Stock of another  Person,  such
Person shall become a Guarantor in accordance  with SECTION 7.04 and the Capital
Stock of such Person shall be pledged  pursuant to the  Collateral  Documents in
accordance  with SECTION 7.08 and (b) in the event that the  aggregate  purchase
price with respect to such Acquisition is greater than $10,000,000, the Borrower
shall  have  provided  to  the  Administrative  Agent  (i)  a  certificate  of a
Responsible  Officer of the Borrower  stating that (A) the  representations  and
warranties in ARTICLE VI are true and correct in all material  respects  (except
to the extent that such representations and warranties  specifically refer to an
earlier date, in which case they were true and correct in all material  respects
as of such earlier date) both immediately before and after giving effect to such
Acquisition  and (B) no  Default  shall have  occurred  and be  continuing  both
immediately  before and after giving effect to such Acquisition,  and (ii) a Pro
Forma  Compliance  Certificate  demonstrating  that  the  Borrower  would  be in
compliance  with SECTION 8.19 after giving effect to such  Acquisition  on a Pro
Forma Basis as of the most recent  fiscal  quarter end with respect to which the
Administrative Agent has received the Required Financial Information.

      "PERMITTED  BUSINESS"  means the (a)  ownership and operation of regional,
local and other  newspapers and other  businesses  directly related to newspaper

<PAGE>

operations, and (b) broadcast, electronic media, and other businesses deriving a
majority of their revenue from advertising and circulation.

      "PERMITTED  GUARANTEE" means any Guarantee that is (a) an endorsement of a
check for  collection  in the ordinary  course of business or (b) a Guarantee of
and only of the obligations of the Loan Parties under the Loan Documents.

      "PERMITTED  HOLDERS" means (a) each of William Dean Singleton,  Richard B.
Scudder,  Joseph  J.  Lodovic,  IV  and  their  respective  spouses,  ancestors,
siblings,  descendants (including children or grandchildren by adoption) and the
descendants of any of their  siblings;  (b) in the event of the  incompetence or
death of any of the Persons  described  in clause  (a),  such  Person's  estate,
executor,  administrator,  committee or other personal  representative,  in each
case who at any  particular  date  shall  beneficially  own or have the right to
acquire,  directly or indirectly,  Capital Stock of the Borrower;  (c) any trust
created  for the benefit of the  Persons  described  in clause (a) or (b) or any
trust for the benefit of any such trust; or (d) any Person  controlled by any of
the  Persons  described  in  clause  (a),  (b) or  (c).  For  purposes  of  this
definition,  "control,"  as used with  respect  to any  Person,  shall  mean the
possession,  directly  or  indirectly,  of the  power to  direct  or  cause  the
direction  of the  management  and  policies  of such  Person,  whether  through
ownership of voting securities or by contract or otherwise.

      "PERMITTED INVESTMENTS" means:

            (i) Investments in cash or Cash Equivalents;

            (ii) Money Market Investments;

            (iii)  Investments  in any Person that is a Loan Party (other than a
      Limited Guarantor) prior to giving effect to such Investment;

            (iv) to the extent not  constituting an Acquisition,  Investments in
      any Person that results in such Person becoming a Loan Party (other than a
      Limited  Guarantor),  PROVIDED  THAT,  prior  to the  making  of any  such
      Investment exceeding $10,000,000,  the Borrower shall have provided to the
      Administrative  Agent (a) a certificate  of a  Responsible  Officer of the
      Borrower stating that (1) the representations and warranties in ARTICLE VI
      are true and correct in all material  respects  (except to the extent that
      such representations and warranties specifically refer to an earlier date,
      in which case they were true and  correct in all  material  respects as of
      such earlier date) both immediately before and after giving effect to such
      Investment  and (2) no Default shall have occurred and be continuing  both
      immediately  before and after giving effect to such Investment,  and (b) a
      Pro Forma Compliance Certificate  demonstrating that the Borrower would be
      in compliance  with Section 8.19 after giving effect to such Investment on
      a Pro Forma Basis as of the most recent fiscal quarter end with respect to
      which  the  Administrative  Agent  has  received  the  Required  Financial
      Information;

            (v)  advances  made by the  Borrower  to  Denver  under  the  Master
      Intercompany  Note,  PROVIDED THAT the aggregate  principal  amount of all
      such advances at any time outstanding is not in excess of $50,000,000;


<PAGE>

            (vi) Investments  consisting of (a) non-cash  consideration received
      in  connection  with  any  Voluntary   Disposition   pursuant  to  SECTION
      8.06(D)(I)  otherwise  complying  with the terms of this  Agreement or (b)
      Capital Stock,  obligations or securities  received in connection with any
      Voluntary  Disposition pursuant to SECTION 8.06(D)(II) otherwise complying
      with the terms of this Agreement;

            (vii) Existing Investments;

            (viii)  Capital  Stock,   obligations  or  securities   received  in
      settlement of debts  created in the ordinary  course of business and owing
      to the  Borrower  or  any  Restricted  Subsidiary  or in  satisfaction  of
      judgments  including under a plan of  reorganization  or other  bankruptcy
      proceeding;

            (ix) loans and advances to directors,  employees and officers of the
      Borrower and its Restricted  Subsidiaries for bona fide business  purposes
      not in excess of $10,000,000 in the aggregate at any one time outstanding;

            (x) Permitted Acquisitions;

            (xi) subject to  compliance  with  SECTION  8.06(B),  the  Voluntary
      Disposition  of assets  of K-T to the New Salt  Lake JOA (or a  Subsidiary
      thereof);

            (xii)  subject to  compliance  with SECTION  8.06(C),  any Voluntary
      Disposition of all or substantially  all of the Capital Stock or assets of
      Los Angeles Daily News or Long Beach Publishing  Company to the California
      Partnership (or a Subsidiary thereof);

            (xiii) Investments in Limited  Guarantors,  Restricted  Subsidiaries
      that are not Guarantors and JOAs to the extent that such  Investments  are
      either  (a)  used  to make  capital  expenditures  that  are  included  in
      calculations  of  Consolidated  Capital  Expenditures  for all  applicable
      periods or (b) financed with the proceeds of  Indebtedness as described in
      clause (b) of the definition of "Consolidated  Capital  Expenditures"  set
      forth in this SECTION 1.01; and

            (xiv) other Investments (other than Investments specified in clauses
      (i) through (xiii) above) in an aggregate amount not exceeding $50,000,000
      during any fiscal  year,  PROVIDED  THAT,  prior to the making of any such
      Investment exceeding $10,000,000,  the Borrower shall have provided to the
      Administrative  Agent (a) a certificate  of a  Responsible  Officer of the
      Borrower stating that (1) the representations and warranties in ARTICLE VI
      are true and correct in all material  respects  (except to the extent that
      such representations and warranties specifically refer to an earlier date,
      in which case they were true and  correct in all  material  respects as of
      such earlier date) both immediately before and after giving effect to such
      Investment  and (2) no Default shall have occurred and be continuing  both
      immediately before and after giving effect to such Investment (including a
      Default under SECTION 8.22),  and (b) a Pro Forma  Compliance  Certificate
      demonstrating  that the Borrower would be in compliance  with Section 8.19
      after giving effect to such Investment on a Pro Forma Basis as of the most
      recent fiscal quarter end with respect to which the  Administrative  Agent
      has received the Required Financial Information.


<PAGE>

      "PERMITTED LIEN" means:

      (a) with respect to any asset that does not constitute Collateral:

            (i) any Lien securing and only securing the Obligations;

            (ii) any  Lien  securing  a tax,  assessment  or other  governmental
      charge  or  levy  or  the  claim  of  a  materialman,  mechanic,  carrier,
      warehouseman  or  landlord  for  labor,  materials,  supplies  or  rentals
      incurred in the ordinary  course of business,  but only if payment thereof
      shall not at the time be required to be made in  accordance  with  SECTION
      7.02(A)(V) and foreclosure,  distraint,  sale or other similar proceedings
      shall not have been commenced;

            (iii)  any  Lien  on  the  properties  and  assets  of a  Restricted
      Subsidiary of the Borrower securing an obligation owing to the Borrower;

            (iv) any Lien consisting of a deposit or pledge made in the ordinary
      course  of  business  in  connection   with,  or  to  secure  payment  of,
      obligations under worker's compensation, unemployment insurance or similar
      legislation;

            (v) any Lien  arising  pursuant a judgment  or order by any court so
      long  as,  and to the  extent  that,  such  judgment  or  order  does  not
      constitute an Event of Default under SECTION 9.01(F);

            (vi) any Lien existing on (A) any property or asset of any Person at
      the time such Person  becomes a Restricted  Subsidiary or (B) any property
      or asset at the time such property or asset is acquired by the Borrower or
      a Restricted  Subsidiary,  but only,  in the case of either (A) or (B), if
      and so long as (1) such  Lien was not  created  in  contemplation  of such
      Person  becoming a Restricted  Subsidiary  or such property or asset being
      acquired,  (2) such Lien is and will remain  confined  to the  property or
      asset  subject  to it  at  the  time  such  Person  becomes  a  Restricted
      Subsidiary or such property or asset is acquired and to fixed improvements
      thereafter  erected on such property or asset,  (3) such Lien secures only
      the  obligation  secured  thereby  at  the  time  such  Person  becomes  a
      Restricted  Subsidiary  or such  property or asset is acquired and (4) the
      obligation secured by such Lien is not in default;

            (vii) any Lien in  existence  on the Closing  Date to the extent set
      forth on SCHEDULE  8.03,  but only,  in the case of each such Lien, to the
      extent it secures an  obligation  outstanding  on the Closing  Date to the
      extent set forth on such SCHEDULE;

            (viii) any Lien securing  Purchase Money  Indebtedness  permitted by
      SECTION  8.01 but only if,  in the case of each such  Lien,  (A) such Lien
      shall  at all  times be  confined  solely  to the  property  or asset  the
      purchase  price  of which  was  financed  through  the  incurrence  of the
      Purchase Money Indebtedness secured by such Lien and to fixed improvements
      thereafter erected on such property or asset and (B) such Lien attached to
      such property or asset within 30 days of the  acquisition of such property
      or asset;


<PAGE>

            (ix) any Lien constituting a renewal,  extension or replacement of a
      Lien constituting a Permitted Lien by virtue of clause (a)(vi),  (a)(vii),
      (a)(viii) or (a)(ix) of this definition,  but only if (A) at the time such
      Lien is granted and immediately  after giving effect  thereto,  no Default
      would exist,  (B) such Lien is limited to all or a part of the property or
      asset that was subject to the Lien so renewed, extended or replaced and to
      fixed  improvements  thereafter erected on such property or asset, (C) the
      principal  amount of the obligations  secured by such Lien does not exceed
      the principal  amount of the  obligations  secured by the Lien so renewed,
      extended or replaced plus any premium, "make-whole" amounts, penalties and
      reasonable fees and expenses payable in connection with renewal, extension
      or replacement, and (D) the obligations secured by such Lien bear interest
      at a rate  per  annum  not  exceeding  the rate  borne by the  obligations
      secured  by the Lien so  renewed,  extended  or  replaced  except  for any
      increase that is commercially reasonable at the time of such increase;

            (x) any  encumbrance  constituting  a Lien  contained  in the Denver
      Acquisition Documents or the Greenco Option Agreement;

            (xi) any amounts  deposited  with any  trustee or Person  performing
      similar  functions  with  respect  to  any  outstanding   Indebtedness  in
      connection  with the  discharge or defeasance  of such  Indebtedness  in a
      transaction that otherwise  complies with this Agreement,  which deposited
      amounts are subject to the Lien of the Person with whom such  amounts have
      been deposited or the holders of the obligations thereunder;

            (xii)  pledges  or  deposits  of  cash  or  Cash  Equivalents  in an
      aggregate  amount not to exceed  $5,000,000 at any one time outstanding to
      secure  judgments or awards or surety  bonds with respect  thereto or Swap
      Contracts;

            (xiii)  subject to SECTION  8.01,  letters of credit  issued for the
      account of the Borrower or any Restricted Subsidiary to secure obligations
      or liabilities of the Borrower or any Restricted Subsidiary; or

            (xiv) any  amounts  deposited  in  escrow to secure  indemnification
      obligations,  or in  respect  of the  purchase  price  (including  earnest
      money),  in  connection  with  any  sale or other  disposition  of  assets
      permitted under SECTION 8.06 or any Permitted Investment; and

      (b) with respect to any asset that constitutes Collateral:

            (i) any Lien securing a tax, assessment or other governmental charge
      or levy, but only if payment  thereof shall not at the time be required to
      be made in accordance with SECTION 7.02(A)(V), and foreclosure, distraint,
      sale or other similar proceedings shall not have been commenced;

            (ii) any Lien  securing a judgment  or decree so long as, and to the
      extent  that,  such  judgment  or decree does not  constitute  an Event of
      Default under SECTION 9.01(F);

            (iii)  customary  rights  of  first  refusal,  and  "tag-along"  and
      "drag-along"  rights,  and  restrictions on transfer of Pledged Equity (as
      defined in the Pledge  Agreement)  to any Person other than the grant of a
      security  interest to the  Administrative  Agent,  contained in agreements

<PAGE>

      governing joint operating arrangements and joint ventures and shareholders
      agreements with minority shareholders; and

            (iv) any Lien created in favor of the Administrative Agent under the
      Collateral Documents.

      "PERMITTED  RESTRICTIVE  COVENANT"  means (a) any covenant or  restriction
contained in any Loan Document; (b) any covenant or restriction contained in the
1999  Indenture,  the 2003 Indenture,  the  Partnership  Agreement or the Denver
Acquisition  Documents;  (c) any covenant or restriction binding upon any Person
at the time such Person  becomes a Restricted  Subsidiary of the Borrower if the
same is not created in contemplation thereof; (d) any covenant or restriction of
the type contained in SECTION 8.03 that is contained in any Contract  evidencing
or providing for the creation of or concerning  Purchase Money  Indebtedness  so
long as such  covenant  or  restriction  is  limited to the  property  purchased
therewith;  (e) any covenant or restriction described in SCHEDULE 8.11, but only
to the extent  such  covenant or  restriction  is there  identified  by specific
reference to the provision of the Contract in which such covenant or restriction
is contained; (f) any covenant,  encumbrance or restriction existing under or by
reason of (i) applicable  Law, (ii) customary  non-assignment  provisions of any
lease or other  Contract  governing  a leasehold  interest of the  Borrower or a
Restricted  Subsidiary,  (iii) except in respect of any  Guarantor  other than a
Limited Guarantor, customary restrictions on the payment or making of dividends,
distributions,  transactions,  loans, advances, investments and transfers to, in
or with  partners and other  equity  holders and their  affiliates  contained in
agreements  governing JOAs,  shareholder  agreements with minority  shareholders
and/or the Organizational  Documents of such Person,  PROVIDED that, in the case
of restrictions on dividends and distributions of income,  such restrictions are
limited to requiring  that certain  minimum  levels of capital be maintained for
working capital purposes and to meet expenses, (iv) customary limitations on the
transferability   of  Investments  in  JOAs,   Limited  Guarantors  and  Persons
(including  Subsidiaries)  that  are  not  Guarantors  contained  in  agreements
governing such Investments,  shareholder agreements relating to such Investments
and/or the Organizational  Documents of such Persons, (v) customary restrictions
on transfer of property or assets  subject to a sale  agreement  entered into in
compliance  with this  Agreement and (vi)  restrictions  on assignment of assets
arising from Liens on such assets that are permitted under this  Agreement;  (g)
in respect of any JOA, any covenant or  restriction  applicable to such JOA that
is described on SCHEDULE  8.22; or (h) any covenant or  restriction  that (i) is
not  more  burdensome  in  any  material  respect  than  an  existing  Permitted
Restrictive Covenant that is such by virtue of clause (b), (c), (d), (e), (f) or
(g) of this definition,  (ii) is contained in a Contract constituting a renewal,
extension  or  replacement  of the  Contract  in which such  existing  Permitted
Restrictive  Covenant is  contained  and (iii) is binding  only on the Person or
Persons bound by such existing Permitted Restrictive Covenant.

      "PERMITTED  TAX SHARING  AGREEMENTS"  means (i) the Tax Sharing  Agreement
between the  Borrower,  Media  General and Denver  entered into  pursuant to the
Denver  Acquisition  Documents and (ii) any other tax sharing  agreement entered
into by the  Borrower  or any  Subsidiary  and  pertaining  to the  taxes of any
Subsidiary  that  is not a  Wholly  Owned  Subsidiary,  in  form  and  substance
reasonably satisfactory to the Administrative Agent.

      "PERSON" means any natural person, corporation, limited liability company,
trust, joint venture, association, company, partnership,  Governmental Authority
or other entity.


<PAGE>

      "PLEDGE AGREEMENT" means the pledge agreement dated as of the Closing Date
executed in favor of the  Administrative  Agent by each of the Loan Parties,  as
amended, modified, restated or supplemented from time to time.

      "PROHIBITED  TRANSACTION"  means any transaction  that is prohibited under
Internal  Revenue Code  Section  4975 or ERISA  Section 406 and not exempt under
Internal Revenue Code Section 4975 or ERISA Section 408.

      "PRO FORMA  BASIS"  means,  for  purposes of  calculating  (utilizing  the
principles set forth in SECTION  1.03(C))  compliance with each of the financial
covenants set forth in SECTION 8.19 in respect of a proposed  transaction,  that
such  transaction  shall be deemed to have  occurred  as of the first day of the
four  fiscal-quarter  period  ending as of the most  recent  fiscal  quarter end
preceding the date of such transaction with respect to which the  Administrative
Agent  has  received  the  Required  Financial  Information.   As  used  herein,
"transaction"  shall mean (a) any  incurrence or assumption of  Indebtedness  as
referred  to in SECTION  8.01(H),  (b) any  Restricted  Payment  referred  to in
SECTION  8.04(G),  (c) any Acquisition or any Investment of the type referred to
in clause (iii),  (iv) or (xiv) of the definition of "Permitted  Investment" set
forth in this SECTION 1.01, (d) any redesignation of an Unrestricted  Subsidiary
as a Restricted Subsidiary or any redesignation of a Restricted Subsidiary as an
Unrestricted  Subsidiary  (in each case,  as  referred to in the  definition  of
"Restricted  Subsidiary")  or (e) any  Voluntary  Disposition  as referred to in
SECTION 8.06(B),  8.06(C) or 8.06(D).  In connection with any calculation of the
financial  covenants  set  forth  in  SECTION  8.19  upon  giving  effect  to  a
transaction on a Pro Forma Basis:

      (i)   for purposes of any such calculation in respect of any incurrence or
            assumption of  Indebtedness as referred to in SECTION  8.01(H),  any
            Indebtedness  which is retired in connection with such incurrence or
            assumption  shall be excluded  and deemed to have been retired as of
            the first day of the applicable period;

      (ii)  for purposes of any such  calculation in respect of any  Acquisition
            or any  Investment of the type referred to in clause (iii),  (iv) or
            (xiv) of the definition of "Permitted  Investment" set forth in this
            SECTION 1.01 or any redesignation of an Unrestricted Subsidiary as a
            Restricted   Subsidiary   (as  referred  to  in  the  definition  of
            "Restricted  Subsidiary"),  (A) any Indebtedness incurred or assumed
            by the Borrower or any Restricted  Subsidiary  (including the Person
            or assets  acquired or the  redesignated  Subsidiary)  in connection
            with such  transaction and any  Indebtedness of the Person or assets
            acquired (or of the redesignated Subsidiary) which is not retired in
            connection  with such  transaction  (1) shall be deemed to have been
            incurred  as of the first day of the  applicable  period  and (2) if
            such  Indebtedness  has a floating  or formula  rate,  shall have an
            implied rate of interest for the  applicable  period for purposes of
            this  definition  determined by utilizing the rate which is or would
            be in effect with  respect to such  Indebtedness  as at the relevant
            date of determination,  (B) income statement items (whether positive
            or negative)  attributable to the Person or Property acquired (or to
            the redesignated  Subsidiary) shall be included  beginning as of the
            first day of the  applicable  period  and (C) pro forma  adjustments
            reflecting costs savings may be included to the extent that (1) such
            adjustments  would  give  effect  to  events  that are (x)  directly
            attributable  to  such  transaction  and  (y)  expected  to  have  a

<PAGE>

            continuing  impact on the Borrower and its Restricted  Subsidiaries,
            (2) such  adjustments are approved by the  Administrative  Agent and
            (3) the aggregate amount of such pro forma adjustments do not exceed
            10% of  Consolidated  Operating  Cash Flow (as  calculated  on a Pro
            Forma Basis,  without  taking into  account  this clause (C),  after
            giving effect to such transaction) at such time; and

      (iii) for  purposes of any such  calculation  in respect of any  Voluntary
            Disposition as referred to in SECTION 8.06(B), 8.06(C) or 8.06(D) or
            any  redesignation  of a Restricted  Subsidiary  as an  Unrestricted
            Subsidiary   (as  referred  to  in  the  definition  of  "Restricted
            Subsidiary"),  (A)  income  statement  items  (whether  positive  or
            negative)  attributable  to the Person or assets  disposed of (or to
            the  redesignated   Subsidiary)   shall  be  excluded  and  (B)  any
            Indebtedness  which is retired in connection  with such  transaction
            shall be  excluded  and deemed to have been  retired as of the first
            day of the applicable period.

      "PRO FORMA  COMPLIANCE  CERTIFICATE"  means a certificate of a Responsible
Officer of the Borrower delivered to the Administrative Agent in connection with
(a) any  incurrence,  assumption or retirement of Indebtedness as referred to in
SECTION 8.01(H),  (b) any Restricted  Payment as referred to in SECTION 8.04(G),
(c) any  Acquisition  or any Investment of the type referred to in clause (iii),
(iv) or (xiv) of the  definition  of  "Permitted  Investment"  set forth in this
SECTION  1.01,  (d)  any  redesignation  of  an  Unrestricted  Subsidiary  as  a
Restricted  Subsidiary  or any  redesignation  of a Restricted  Subsidiary as an
Unrestricted  Subsidiary  (in each case,  as  referred to in the  definition  of
"Restricted  Subsidiary")  or (e) any  Voluntary  Disposition  as referred to in
SECTION 8.06(B),  8.06(C) or 8.06(D), as applicable,  and containing  reasonably
detailed calculations, upon giving effect to the applicable transaction on a Pro
Forma Basis,  of each of the financial  covenants in SECTION 8.19 as of the most
recent fiscal quarter end preceding the date of the applicable  transaction with
respect to which the  Administrative  Agent  shall have  received  the  Required
Financial Information.

      "PRO RATA SHARE" means, as to each Lender at any time, (a) with respect to
such  Lender's  Revolving  Commitment  at any time, a fraction  (expressed  as a
percentage,  carried out to the ninth decimal place),  the numerator of which is
the  amount  of the  Revolving  Commitment  of such  Lender at such time and the
denominator  of which is the amount of the Aggregate  Revolving  Commitments  at
such time;  PROVIDED  that if the  commitment  of each Lender to make  Revolving
Loans and the obligation of the L/C Issuers to make L/C Credit  Extensions  have
been terminated pursuant to SECTION 9.02, then the Pro Rata Share of each Lender
shall be determined based on the Pro Rata Share of such Lender immediately prior
to such  termination and after giving effect to any subsequent  assignments made
pursuant to the terms hereof, and (b) with respect to such Lender's  outstanding
Tranche B Term Loan at any time, a fraction (expressed as a percentage,  carried
out to the ninth decimal place),  the numerator of which is the principal amount
of the Tranche B Term Loan held by such Lender at such time and the  denominator
of which is the  aggregate  principal  amount of the Tranche B Term Loan at such
time.  The initial Pro Rata Share of each Lender is set forth  opposite the name
of such Lender on SCHEDULE 2.01 or in the Assignment and Assumption  pursuant to
which such Lender becomes a party hereto, as applicable.

      "PROPERTY"  means  any  interest  of any kind in any  property  or  asset,
whether real, personal or mixed, or tangible or intangible.


<PAGE>

      "PURCHASE MONEY  INDEBTEDNESS"  means (a) Indebtedness that is incurred to
finance  part or all of (but not  more  than)  the  purchase  price of  tangible
property and related assets and associated costs (including any obligations as a
lessee under Capital Leases and Synthetic Leases), provided that (i) neither the
Borrower nor any  Restricted  Subsidiary  had at any time prior to such purchase
any  interest  in such asset  other than a security  interest  or an interest as
lessee under an operating lease and (ii) such Indebtedness is incurred within 30
days after such purchase, or (b) Indebtedness that (i) constitutes a Refinancing
of  Purchase  Money  Indebtedness  that is such by virtue  of clause  (a) or (b)
(PROVIDED,  that the principal amount of such Indebtedness  shall not exceed the
aggregate  principal  amount  of the  Indebtedness  being  Refinanced  plus  any
premium,  "make-whole"  amounts and penalties  actually paid on the Indebtedness
being Refinanced and all reasonable fees and expenses payable in connection with
such  Refinancing)  and  (ii)  bears  interest  at a  rate  per  annum  that  is
commercially reasonable at the time such Indebtedness is incurred.

      "REFINANCE" means, in respect of any Indebtedness,  to refinance,  extend,
renew  or  to  issue   Indebtedness   in  exchange  or  replacement   for,  such
Indebtedness. "REFINANCED" and "REFINANCING" shall have correlative meanings.

      "REGISTER" has the meaning set forth in SECTION 11.07(C).

      "REPORTABLE  EVENT" means, with respect to any Benefit Plan of any Person,
(a) the  occurrence  of any of the  events set forth in ERISA  Sections  4043(c)
(other than a Reportable  Event as to which the  provision of 30 days' notice to
the PBGC is waived  under  applicable  regulations),  4062(e)  or 4063(a) or the
regulations  thereunder  with  respect  to such  Benefit  Plan,  (b)  any  event
requiring such Person or any of its ERISA Affiliates to provide security to such
Benefit Plan under Internal  Revenue Code Section  401(a)(29) or (c) any failure
to make a payment  required by Internal Revenue Code Section 412(m) with respect
to such Benefit Plan.

      "REQUEST  FOR CREDIT  EXTENSION"  means (a) with  respect to a  Borrowing,
conversion or continuation  of Loans, a Loan Notice,  (b) with respect to an L/C
Credit  Extension,  a Letter of Credit  Application,  and (c) with  respect to a
Swingline Loan, a Swingline Loan Notice.

      "REQUIRED FINANCIAL INFORMATION" means, with respect to each fiscal period
or  quarter  of the  Borrower,  (a)  the  financial  statements  required  to be
delivered  pursuant to SECTION 7.01(A) or (B) for such fiscal period or quarter,
and  (b)  the  Compliance  Certificate  required  by  SECTION  7.01(C)(I)  to be
delivered with the financial statements described in clause (a) above.

      "REQUIRED  LENDERS" means,  at any time,  Lenders holding in the aggregate
more  than  fifty  percent  (50%)  of (a)  the  Revolving  Commitments  and  the
outstanding  Tranche B Term Loans or (b) if the Revolving  Commitments have been
terminated,  the  outstanding  Loans,  L/C  Obligations,   Swingline  Loans  and
participations therein. The Revolving Commitments of, and the outstanding Loans,
L/C Obligations,  Swingline Loans and participations therein held or deemed held
by,  any  Defaulting   Lender  shall  be  excluded  for  purposes  of  making  a
determination of Required Lenders.


<PAGE>

      "REQUIRED  REPAYMENTS"  means,  for any  period,  an  amount  equal to the
excess, if any, of (i) the Total Revolving Outstandings at the beginning of such
period over (ii) the Aggregate Revolving Commitments at the end of such period.

      "REQUIRED REVOLVING LENDERS" means, at any time, Revolving Lenders holding
in the aggregate more than fifty percent (50%) of (a) the Revolving  Commitments
or (b) if the  Revolving  Commitments  have  been  terminated,  the  outstanding
Revolving Loans, L/C Obligations,  Swingline Loans and  participations  therein.
The  Revolving   Commitments  of,  and  the  outstanding  Revolving  Loans,  L/C
Obligations,  Swingline Loans and participations therein held or deemed held by,
any Defaulting  Lender shall be excluded for purposes of making a  determination
of Required Revolving Lenders.

      "RESPONSIBLE OFFICER" means the chief executive officer,  president, chief
operating  officer,  chief financial  officer or treasurer of a Loan Party.  Any
document delivered  hereunder that is signed by a Responsible  Officer of a Loan
Party shall be  conclusively  presumed to have been  authorized by all necessary
corporate,  partnership  and/or  other action on the part of such Loan Party and
such Responsible Officer shall be conclusively  presumed to have acted on behalf
of such Loan Party.

      "RESTRICTED  PAYMENT"  means  (a)  any  payment  by  the  Borrower  or any
Restricted  Subsidiary  with  respect to or on  account of any of such  Person's
Capital Stock,  including any dividend or other  distribution on, or any payment
of interest on or principal of, any such Capital  Stock,  (b) any payment by the
Borrower or any Restricted Subsidiary on account of the principal of or interest
or premium, if any, on any Subordinated Debt (other than any regularly scheduled
payment of interest  thereon and any  repayment  of  principal  thereof upon the
stated maturity  thereof  (subject to the  subordination  provisions  applicable
thereto)) or (c) any payment by the  Borrower or any  Restricted  Subsidiary  on
account  of  any  purchase,  redemption,  retirement,  exchange,  defeasance  or
conversion  of, or on account  of any claim  relating  to or arising  out of the
offer,  sale  or  purchase  of,  any  of  such  Person's  Capital  Stock  or any
Subordinated Debt; PROVIDED,  HOWEVER,  that the term "Restricted Payment" shall
not  include  the  Refinancing  of any  Subordinated  Debt with the  proceeds of
additional Subordinated Debt to the extent that (i) such Refinanced Subordinated
Debt is binding only on the obligor or obligors under the  Subordinated  Debt so
Refinanced,  (ii) the principal amount of the Refinancing Subordinated Debt does
not exceed the principal amount of the Subordinated  Debt so Refinanced plus any
premium,  "make-whole"  amounts and penalties  actually paid on the Subordinated
Debt being Refinanced and all reasonable fees and expenses payable in connection
with such Refinancing, (iii) such Refinanced Subordinated Debt bears interest at
a rate per  annum  not  exceeding  the rate  borne by the  Subordinated  Debt so
Refinanced  except for any increase that is commercially  reasonable at the time
of such increase and (iv) such Refinanced  Subordinated Debt either (A) does not
mature  earlier,  or amortize  (whether by scheduled or mandatory  prepayment or
commitment reduction,  or otherwise) more rapidly, than the Subordinated Debt so
Refinanced or (B) does not mature,  or require any  amortization  payments to be
made,  prior to the date that occurs 91 days after the  Maturity  Date.  For the
purposes of this definition, a "payment" shall include the transfer of any asset
or the incurrence of any Indebtedness or other liability (the amount of any such
payment  to be the  fair  market  value  of such  asset  or the  amount  of such
obligation,  respectively)  but shall not  include  the  issuance of any Capital
Stock of the  Borrower  or any  Restricted  Subsidiary  other  than  Mandatorily
Redeemable  Stock that would  constitute  Indebtedness  in  accordance  with the
definition thereof.


<PAGE>

      "RESTRICTED  SUBSIDIARY"  means (a) each  Subsidiary  of the  Borrower  in
existence on the Closing Date and (b) each  Subsidiary  of the Borrower  formed,
created or acquired by the Borrower or a Restricted Subsidiary after the Closing
Date,  unless such  Subsidiary is designated by the Borrower as an  Unrestricted
Subsidiary  in a  notice  to  the  Administrative  Agent  given  prior  to  such
formation,  creation or acquisition;  PROVIDED,  that any Subsidiary which owns,
directly or indirectly,  the Capital Stock of any Restricted  Subsidiary  shall,
for so long as it is a  Subsidiary,  be a  Restricted  Subsidiary,  and PROVIDED
FURTHER, that any such Restricted Subsidiary may be redesignated by the Borrower
as an Unrestricted  Subsidiary,  effective on the date specified by the Borrower
in a notice to the Administrative Agent and the Lenders given not less than five
Business Days prior to such specified date, so long as (1) no Default, including
but not limited to a Default under SECTION 8.06(D) and SECTION 8.07,  shall have
occurred  and be  continuing  both  before  and  after  giving  effect  to  such
redesignation and (2) such notice shall be accompanied by a Pro Forma Compliance
Certificate  demonstrating that the Borrower would be in compliance with SECTION
8.19 on a Pro Forma Basis as of the most recent fiscal  quarter end with respect
to  which  the   Administrative   Agent  has  received  the  Required  Financial
Information;   provided  FURTHER,  that  any  Unrestricted   Subsidiary  may  be
redesignated by the Borrower as a Restricted  Subsidiary,  effective on the date
specified  by the  Borrower  in a notice  to the  Administrative  Agent  and the
Lenders given not less than five Business Days prior to such specified  date, so
long as (1) no Default shall have occurred and be continuing after giving effect
to such  redesignation  and (2) such notice shall be  accompanied by a Pro Forma
Compliance  Certificate  demonstrating  that the Borrower would be in compliance
with SECTION 8.19 on a Pro Forma Basis as of the most recent fiscal  quarter end
with  respect  to which the  Administrative  Agent  has  received  the  Required
Financial  Information.   For  all  purposes  hereof,  the  redesignation  of  a
Restricted Subsidiary as an Unrestricted Subsidiary pursuant to this definition,
shall be deemed to constitute  an Investment by the Borrower and its  Restricted
Subsidiaries  in an  amount  equal to the fair  market  value of the  Restricted
Subsidiary  so  redesignated  at the time of such  redesignation,  as reasonably
determined by the Borrower,  and as set forth in a certificate  of a Responsible
Officer of the Borrower delivered to the Administrative Agent.

      "REVOLVING  COMMITMENT"  means,  as to each Lender,  its obligation to (a)
make  Revolving  Loans to the Borrower  pursuant to SECTION  2.01,  (b) purchase
participations in L/C Obligations,  and (c) purchase participations in Swingline
Loans,  in an  aggregate  principal  amount at any one time  outstanding  not to
exceed the amount set forth  opposite  such Lender's name on SCHEDULE 2.01 or in
the  Assignment  and  Assumption  pursuant to which such Lender  becomes a party
hereto,  as  applicable,  as such  amount may be  adjusted  from time to time in
accordance with this Agreement.

      "REVOLVING  LENDER" means each Lender that has a Revolving  Commitment or,
if the Aggregate  Revolving  Commitments have been  terminated,  had a Revolving
Commitment immediately prior to such termination.

      "REVOLVING LOAN" has the meaning specified in SECTION 2.01(A).

      "REVOLVING NOTE" has the meaning specified in SECTION 2.11(A).

      "S&P"  means  Standard  &  Poor's  Ratings  Services,  a  division  of The
McGraw-Hill Companies, Inc. and any successor thereto.


<PAGE>

      "SALT LAKE JOA" means Newspaper Agency  Corporation,  a Utah  corporation,
and the New Salt Lake JOA.

      "SALT LAKE PRINTER  BUILD-OUT"  means the construction of a production and
administrative facility for the Salt Lake JOA (including the acquisition of real
Property and a new printing press).

      "SEC" means the Securities and Exchange  Commission,  or any  Governmental
Authority succeeding to any of its principal functions.

      "SOLVENT"  or  "SOLVENCY"  means,  with  respect  to  any  Person  as of a
particular  date, that on such date (a) such Person is able to pay its debts and
other liabilities,  contingent  obligations and other commitments as they mature
in the ordinary course of business, (b) such Person does not intend to, and does
not believe  that it will,  incur  debts or  liabilities  beyond  such  Person's
ability to pay as such debts and  liabilities  mature in their ordinary  course,
(c) such Person is not engaged in a business or a transaction,  and is not about
to engage in a business or a transaction, for which such Person's Property would
constitute  unreasonably  small  capital after giving due  consideration  to the
prevailing  practice  in the  industry  in which such Person is engaged or is to
engage,  (d) the fair value of the  Property of such Person is greater  than the
total  amount  of  liabilities,   including,   without  limitation,   contingent
liabilities, of such Person and (e) the present fair salable value of the assets
of such  Person is not less than the  amount  that will be  required  to pay the
probable  liability  of such  Person on its debts as they  become  absolute  and
matured.  In computing the amount of contingent  liabilities  at any time, it is
intended that such liabilities will be computed at the amount which, in light of
all the facts and  circumstances  existing at such time,  represents  the amount
that can reasonably be expected to become an actual or matured liability.

      "SUBORDINATED  DEBT" means (i) the 1999 Subordinated  Notes, (ii) the 2003
Subordinated  Notes and (iii) any other  Indebtedness  that is  subordinated  on
terms  and  conditions,  and that is  subject  to other  terms  and  conditions,
satisfactory in form and substance to the Required Lenders.

      "SUBSIDIARY"  means,  with  respect to any  Person,  any other  Person (a)
securities  of which  having  ordinary  voting  power to elect a majority of the
board of directors (or other persons having similar  functions) or (b) any other
ownership  interests of which ordinarily  constitute a majority voting interest,
are at the time,  directly  or  indirectly,  owned or  controlled  by such first
Person, or by one of more of its  Subsidiaries,  or by such first Person and one
or more of its Subsidiaries.  Unless otherwise  specified,  "Subsidiary" means a
Subsidiary of the Borrower.

      "SWAP CONTRACT" means (a) any and all rate swap transactions, basis swaps,
credit  derivative  transactions,  forward rate  transactions,  commodity swaps,
commodity options, forward commodity contracts,  equity or equity index swaps or
options,  bond or bond price or bond index  swaps or options or forward  bond or
forward bond price or forward bond index  transactions,  interest  rate options,
forward foreign exchange  transactions,  cap transactions,  floor  transactions,
collar  transactions,  currency  swap  transactions,  cross-currency  rate  swap
transactions,   currency   options,   spot  contracts,   or  any  other  similar
transactions or any  combination of any of the foregoing  (including any options
to enter  into any of the  foregoing),  whether or not any such  transaction  is
governed by or subject to any master agreement, and (b) any and all transactions

<PAGE>

of any kind, and the related  confirmations,  which are subject to the terms and
conditions  of, or governed  by, any form of master  agreement  published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange  Master  Agreement,  or any other  master  agreement  (any such  master
agreement, together with any related schedules, a "MASTER AGREEMENT"), including
any such obligations or liabilities under any Master Agreement.

      "SWINGLINE  LENDER"  means Bank of America in its  capacity as provider of
Swingline Loans, or any successor swingline lender hereunder.

      "SWINGLINE LOAN" has the meaning specified in SECTION 2.04(A).

      "SWINGLINE  LOAN NOTICE" means a notice of a Borrowing of Swingline  Loans
pursuant to SECTION 2.04(B), which, if in writing, shall be substantially in the
form of EXHIBIT 2.04.

      "SWINGLINE NOTE" has the meaning specified in SECTION 2.11(A).

      "SWINGLINE   SUBLIMIT"  means  an  amount  equal  to  the  lesser  of  (a)
$15,000,000 and (b) the Aggregate Revolving Commitments.  The Swingline Sublimit
is part of, and not in addition to, the Aggregate Revolving Commitments.

      "SYNTHETIC  LEASE" means (a) a so-called  synthetic,  off-balance sheet or
tax retention  lease,  or (b) an agreement for the use or possession of property
creating  obligations that do not appear on the balance sheet of such Person but
which, upon the insolvency or bankruptcy of such Person,  would be characterized
as the indebtedness of such Person (without regard to accounting treatment).

      "TERMINATION  EVENT"  means,  with  respect to any Benefit  Plan,  (a) any
Reportable  Event with respect to such Benefit Plan, (b) the termination of such
Benefit  Plan,  or the filing of a notice of intent to  terminate  such  Benefit
Plan,  or the  treatment of any  amendment to such Benefit Plan as a termination
under ERISA Section  4041(c),  (c) the  institution  of proceedings to terminate
such Benefit Plan under ERISA Section 4042 or (d) the  appointment  of a trustee
to administer such Benefit Plan under ERISA Section 4042.

      "TOTAL REVOLVING  OUTSTANDINGS" means the aggregate  Outstanding Amount of
all Revolving Loans, all Swingline Loans and all L/C Obligations.

      "TRANCHE B TERM LOAN" has the meaning specified in SECTION 2.01(B).

      "TRANCHE B TERM LOAN COMMITMENT"  means, as to each Lender, its obligation
to make its  portion  of the  Tranche B Term Loan to the  Borrower  pursuant  to
SECTION  2.01(B),  in the principal amount set forth opposite such Lender's name
on SCHEDULE  2.01 or in the  Assignment  and  Assumption  pursuant to which such
Lender becomes a party hereto.  The aggregate  principal amount of the Tranche B
Term Loan  Commitments of all of the Lenders as in effect on the Closing Date is
Two Hundred Fifty Million Dollars ($250,000,000).

      "TRANCHE B TERM NOTE" has the meaning specified in SECTION 2.11(A).


<PAGE>

      "TYPE" means,  with respect to any Loan, its character as a Base Rate Loan
or a Eurodollar Rate Loan.

      "UNFUNDED BENEFIT  LIABILITIES" means, with respect to any Benefit Plan at
any time,  the amount of unfunded  benefit  liabilities  of such Benefit Plan at
such time as determined under ERISA Section 4001(a)(18).

      "UNITED STATES" and "U.S." mean the United States of America.

      "UNREIMBURSED AMOUNT" has the meaning set forth in SECTION 2.03(C)(I).

      "UNRESTRICTED SUBSIDIARY" means any Subsidiary of the Borrower that is not
a Restricted Subsidiary.

      "VOLUNTARY  DISPOSITION"  means any disposition  (including  pursuant to a
sale and leaseback transaction) of any or all of the Property (including without
limitation  the Capital Stock of a Subsidiary) of the Borrower or any Restricted
Subsidiary whether by sale, lease, licensing,  transfer or otherwise,  but other
than pursuant to any casualty or condemnation event; PROVIDED, HOWEVER, that the
term "Voluntary Disposition" (i) shall be deemed to include (a) any "Asset Sale"
(or any comparable term) under,  and as defined in, the documents  evidencing or
governing  any  Subordinated  Debt and (b) any  contribution  of Property by the
Borrower  or  any  Restricted   Subsidiary  to  a  Person  (including,   without
limitation,  a JOA) that is not a Loan Party and in which the  Borrower  or such
Restricted  Subsidiary holds a partnership or joint venture  interest,  and (ii)
shall not include any Involuntary Disposition.

      "WEST COAST MEDIANEWS" means West Coast Media News LLC, a Delaware limited
liability company.

      "WHOLLY  OWNED  SUBSIDIARY"   means,  with  respect  to  any  Person,  any
Subsidiary  of such  Person  all of the  Capital  Stock and  rights  to  acquire
ownership interests of which (except directors' qualifying shares) are, directly
or  indirectly,  owned or  controlled by such Person or one or more Wholly Owned
Subsidiaries  of  such  Person  or by  such  Person  and  one or  more  of  such
Subsidiaries;  unless otherwise  specified,  "Wholly Owned  Subsidiary"  means a
Wholly Owned Subsidiary of the Borrower.

      "YORK JOA" means the York Newspapers Company.

      1.02  OTHER INTERPRETIVE PROVISIONS.

      With  reference to this  Agreement  and each other Loan  Document,  unless
otherwise specified herein or in such other Loan Document:

            (a) The  meanings  of defined  terms are equally  applicable  to the
            singular and plural forms of the defined terms.

            (b) (i) The words "HEREIN,"  "HERETO,"  "HEREOF" and "hereunder" and
            words of similar  import when used in any Loan Document  shall refer
            to such Loan Document as a whole and not to any particular provision
            thereof.


<PAGE>

                  (ii) Article,  Section, Exhibit and Schedule references are to
            the Loan Document in which such reference appears.

                  (iii)  The  term  "INCLUDING"  is by way of  example  and  not
            limitation.

                  (iv) The term  "DOCUMENTS"  includes any and all  instruments,
            documents,  agreements,  certificates,  notices, reports,  financial
            statements  and  other  writings,  however  evidenced,   whether  in
            physical or electronic form.

            (c) In the computation of periods of time from a specified date to a
      later  specified  date,  the word "FROM" means "FROM AND  INCLUDING;"  the
      words  "TO"  and  "UNTIL"  each  mean  "TO BUT  EXCLUDING;"  and the  word
      "THROUGH" means "TO AND INCLUDING."

            (d)  Section  headings  herein and in the other Loan  Documents  are
      included  for  convenience  of  reference  only and shall not  affect  the
      interpretation of this Agreement or any other Loan Document.

      1.03  ACCOUNTING TERMS; CALCULATIONS; CONSOLIDATION.

      (a) ACCOUNTING TERMS. Except as otherwise specifically  prescribed herein,
all  accounting  terms not  specifically  or completely  defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other  financial  calculations)  required to be  submitted  pursuant to this
Agreement  shall be prepared in  conformity  with,  GAAP applied on a consistent
basis, as in effect from time to time,  applied in a manner consistent with that
used in preparing the audited consolidated balance sheet of the Borrower for the
fiscal year ended June 30,  2003,  and the related  consolidated  statements  of
income or operations,  shareholders'  equity and cash flows for such fiscal year
of  the  Borrower;   PROVIDED,   HOWEVER,   that  calculations  of  Attributable
Indebtedness  under any Synthetic Lease or the implied interest component of any
Synthetic  Lease  shall be made by the  Borrower  in  accordance  with  accepted
financial practice and consistent with the terms of such Synthetic Lease.

      (b)  CHANGES IN GAAP.  If at any time any change in GAAP would  affect the
computation  of any  financial  ratio  or  requirement  set  forth  in any  Loan
Document,  and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such ratio or  requirement  to preserve the original  intent thereof in
light of such change in GAAP (subject to the approval of the Required  Lenders);
PROVIDED THAT, until so amended, (i) such ratio or requirement shall continue to
be computed in  accordance  with GAAP prior to such change  therein and (ii) the
Borrower  shall provide to the  Administrative  Agent and the Lenders  financial
statements  and other  documents  required under this Agreement or as reasonably
requested hereunder setting forth a reconciliation  between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP.

      (c) CALCULATIONS WITH RESPECT TO CERTAIN TRANSACTIONS. Notwithstanding the
above but subject to subsection (d) below,  the parties hereto  acknowledge  and
agree that, for purposes of all calculations made under the financial  covenants
set forth in SECTION  8.19  (including  without  limitation  for purposes of the
definitions  of  "Applicable  Rate" and "Pro  Forma  Basis" set forth in SECTION

<PAGE>

1.01), (i) after consummation of any Voluntary  Disposition or any redesignation
of a Restricted Subsidiary as an Unrestricted  Subsidiary (as referred to in the
definition of  "Restricted  Subsidiary"),  (A) income  statement  items (whether
positive  or  negative)  and  capital  expenditures  attributable  to the assets
disposed  of  (or  the  redesignated  Subsidiary)  shall  be  excluded  and  (B)
Indebtedness  which is retired shall be excluded and deemed to have been retired
as of the first day of the applicable  period,  (ii) after  consummation  of any
Acquisition or any  redesignation of an Unrestricted  Subsidiary as a Restricted
Subsidiary (as referred to in the definition of  "Restricted  Subsidiary"),  (A)
income statement items (whether  positive or negative) and capital  expenditures
(other than capital  expenditures that are non-recurring and not in the ordinary
course  of  business)  attributable  to the  Person or  assets  acquired  or the
redesignated  Subsidiary  shall,  to the extent not  otherwise  included in such
income  statement  items for the Borrower  and its  Restricted  Subsidiaries  in
accordance  with  GAAP or in  accordance  with any  defined  terms  set forth in
SECTION  1.01,  be included to the extent  relating to any period  applicable in
such  calculations,  (B) to the  extent  not  retired  in  connection  with such
transaction,  Indebtedness of the Person or assets acquired or the  redesignated
Subsidiary  shall be  deemed to have  been  incurred  as of the first day of the
applicable period and (C) pro forma adjustments  reflecting costs savings may be
included  to the extent  that (1) such  adjustments  would give effect to events
that are (x) directly attributable to such transaction or (y) expected to have a
continuing  impact on the Borrower  and its  Restricted  Subsidiaries,  (2) such
adjustments have been approved by the Administrative Agent and (3) the aggregate
amount of such pro forma adjustments do not exceed 10% of Consolidated Operating
Cash Flow (as calculated on a Pro Forma Basis,  without taking into account this
clause (C), after giving effect to such transaction) at such time and (iii) upon
completion  of the Denver  Printer  Consolidation  and/or the Salt Lake  Printer
Build-Out, pro forma adjustments reflecting costs savings may be included to the
extent  that (A) such  adjustments  would  give  effect to  events  that are (1)
directly  attributable to either such  consolidation or facility or (2) expected
to have a continuing impact on the Borrower and its Restricted  Subsidiaries and
(B) such adjustments have been approved by the Administrative Agent.

      (d)  CONSOLIDATION  GENERALLY.  For  purposes  of  all  calculations  made
pursuant to any  provision of this  Agreement in respect of the Borrower and its
Restricted  Subsidiaries  on a  consolidated  basis  pursuant  to SECTION  8.01,
SECTION 8.19  (including  without  limitation for purposes of the definitions of
"Applicable Rate" (including as such term is used in SECTIONS 2.08 and 2.09) and
"Pro Forma Basis" set forth in SECTION 1.01) or SECTION 8.22,  (i) balance sheet
items,  income  statement  items  (whether  positive  or  negative)  and capital
expenditures  attributable  to any Restricted  Subsidiary that is a Wholly Owned
Subsidiary of the Borrower  shall be included in their entirety and (ii) balance
sheet items,  income statement items (whether  positive or negative) and capital
expenditures  attributable  to any  Restricted  Subsidiary  or any JOA that,  in
either case, is not a Wholly Owned  Subsidiary of the Borrower shall be included
(notwithstanding that such Person is not a Restricted  Subsidiary) to the extent
of the Borrower's  direct or indirect common equity ownership on a fully diluted
basis  therein  or, in the case of any JOA,  any  greater  or lesser  percentage
thereof representing the allocation to the Borrower or any Restricted Subsidiary
of the  profits  and  losses of such JOA  pursuant  to the  applicable  Contract
providing for such allocation,  a copy of which shall have been furnished to the
Administrative Agent; PROVIDED,  that (i) operating cash flow of any Person that
is not a Loan Party shall be excluded if and to the extent that, the declaration
of dividends or distributions by that Person of such operating cash flow is not,
at the time,  permitted directly or indirectly,  by the terms of its charter, or
any agreement,  instrument, judgment, decree, order, statute, rule or government

<PAGE>

regulation  applicable  to that Person and (ii) so long as no dividends or other
distributions  have been made in respect of the Capital Stock of Denver owned by
any Person that is not a Loan Party  (other than  payments  under the Denver Tax
Sharing  Agreement),  100% of the revenues,  cost of sales,  management fees and
selling,  general and  administrative  expenses  of Denver and its  Subsidiaries
shall be included.

      1.04  ROUNDING.

      Any financial ratios required to be maintained by the Borrower pursuant to
this Agreement shall be calculated by dividing the appropriate  component by the
other component, carrying the result to one place more than the number of places
by which such ratio is  expressed  herein and  rounding the result up or down to
the nearest number (with a rounding-up if there is no nearest number).

      1.05  REFERENCES TO AGREEMENTS AND LAWS.

      Unless otherwise expressly provided herein, (a) references to Organization
Documents,  agreements  (including  the Loan  Documents)  and other  contractual
instruments shall be deemed to include all subsequent amendments,  restatements,
extensions,  supplements and other modifications thereto, but only to the extent
that  such   amendments,   restatements,   extensions,   supplements  and  other
modifications are not prohibited by any Loan Document; and (b) references to any
Law  shall  include  all  statutory  and  regulatory  provisions  consolidating,
amending, replacing, supplementing or interpreting such Law.

      1.06  TIMES OF DAY.

      Unless otherwise specified, all references herein to times of day shall be
references to Eastern time (daylight or standard, as applicable).

      1.07  LETTER OF CREDIT AMOUNTS.

      Unless  otherwise  specified,  all  references  herein to the  amount of a
Letter of Credit at any time shall be deemed to mean the maximum  face amount of
such Letter of Credit after giving effect to all increases thereof  contemplated
by such Letter of Credit or the Letter of Credit Application  therefor,  whether
or not such maximum face amount is in effect at such time.


                                   ARTICLE II

                      THE COMMITMENTS AND CREDIT EXTENSIONS

      2.01  REVOLVING LOANS AND TRANCHE B TERM LOAN.

      (a) REVOLVING LOANS. Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a "REVOLVING  LOAN")
to the  Borrower  in Dollars  from time to time on any  Business  Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of such Lender's Revolving Commitment;  PROVIDED, HOWEVER, that after
giving  effect to any  Borrowing of  Revolving  Loans,  (i) the Total  Revolving

<PAGE>

Outstandings shall not exceed the Aggregate Revolving Commitments,  and (ii) the
aggregate  Outstanding  Amount of the Revolving  Loans of any Lender,  PLUS such
Lender's Pro Rata Share of the Outstanding  Amount of all L/C Obligations,  PLUS
such Lender's Pro Rata Share of the  Outstanding  Amount of all Swingline  Loans
shall not exceed such Lender's Revolving  Commitment.  Within the limits of each
Lender's  Revolving  Commitment,  and subject to the other terms and  conditions
hereof,  the Borrower may borrow under this SECTION  2.01,  prepay under SECTION
2.05,  and reborrow  under this SECTION 2.01.  Revolving  Loans may be Base Rate
Loans or Eurodollar Rate Loans, as further provided herein,  PROVIDED,  HOWEVER,
all Borrowings made on the Closing Date shall be made as Base Rate Loans.

      (b)  TRANCHE B TERM LOAN.  Subject to the terms and  conditions  set forth
herein,  each  Lender  severally  agrees to make its portion of a term loan (the
"TRANCHE B TERM  LOAN") to the  Borrower  in Dollars on the  Closing  Date in an
amount  not to exceed  such  Lender's  Tranche B Term Loan  Commitment.  Amounts
repaid on the Tranche B Term Loan may not be reborrowed. The Tranche B Term Loan
may consist of Base Rate Loans or  Eurodollar  Rate Loans,  as further  provided
herein, PROVIDED, HOWEVER, all Borrowings made on the Closing Date shall be made
as Base Rate Loans,  and such  Borrowings may not be converted  into  Eurodollar
Rate Loans until the tenth  Business  Day  following  the Closing  Date (or such
earlier date as the Administrative  Agent and the Borrower shall agree following
the completion of the primary syndication of the Tranche B Term Loan).

      2.02  BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

      (a) Each  Borrowing,  each conversion of Loans from one Type to the other,
and each continuation of Eurodollar Rate Loans shall be made upon the Borrower's
irrevocable notice to the Administrative Agent, which may be given by telephone.
Each such notice must be  received  by the  Administrative  Agent not later than
11:00 a.m. (i) three  Business Days prior to the requested date of any Borrowing
of, conversion to or continuation of, Eurodollar Rate Loans or of any conversion
of Eurodollar  Rate Loans to Base Rate Loans,  and (ii) on the requested date of
any  Borrowing  of Base Rate  Loans.  Each  telephonic  notice  by the  Borrower
pursuant to this SECTION  2.02(B) must be confirmed  promptly by delivery to the
Administrative  Agent of a written  Loan  Notice,  appropriately  completed  and
signed by a Responsible  Officer of the Borrower.  Each Borrowing of, conversion
to or continuation  of Eurodollar  Rate Loans shall be in a principal  amount of
$3,000,000  or a whole  multiple  of  $1,000,000  in excess  thereof.  Except as
provided in SECTIONS 2.03(C), each Borrowing of or conversion to Base Rate Loans
shall be in a principal  amount of  $500,000 or a whole  multiple of $100,000 in
excess thereof.  Each Loan Notice (whether  telephonic or written) shall specify
(i) whether the Borrower is  requesting a Borrowing,  a conversion of Loans from
one Type to the other,  or a  continuation  of Eurodollar  Rate Loans,  (ii) the
requested date of the Borrowing,  conversion or continuation, as the case may be
(which  shall be a  Business  Day),  (iii) the  principal  amount of Loans to be
borrowed,  converted or  continued,  (iv) the Type of Loans to be borrowed or to
which existing Loans are to be converted, and (v) if applicable, the duration of
the Interest  Period with respect  thereto.  If the Borrower  fails to specify a
Type of a Loan in a Loan Notice or if the Borrower fails to give a timely notice
requesting a conversion or continuation, then the applicable Loans shall be made
as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate
Loans  shall be  effective  as of the last day of the  Interest  Period  then in
effect with respect to the  applicable  Eurodollar  Rate Loans.  If the Borrower
requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans

<PAGE>

in any Loan Notice,  but fails to specify an Interest Period,  it will be deemed
to have specified an Interest Period of one month.

      (b) Following  receipt of a Loan Notice,  the  Administrative  Agent shall
promptly  notify  each  Lender  of the  amount  of its  Pro  Rata  Share  of the
applicable  Loans,  and if no timely notice of a conversion or  continuation  is
provided by the Borrower,  the Administrative  Agent shall notify each Lender of
the details of any  automatic  conversion to Base Rate Loans as described in the
preceding  subsection.  In the case of a  Borrowing,  each Lender shall make the
amount  of  its  Loan  available  to the  Administrative  Agent  in  immediately
available  funds at the  Administrative  Agent's Office not later than 1:00 p.m.
(or 2:00 p.m. in the case of a Borrowing of Base Rate Loans) on the Business Day
specified in the applicable  Loan Notice.  Upon  satisfaction  of the applicable
conditions  set forth in SECTION  5.02 (and,  if such  Borrowing  is the initial
Credit Extension,  SECTION 5.01), the Administrative  Agent shall make all funds
so  received  available  to the  Borrower  in  like  funds  as  received  by the
Administrative  Agent either by (i) crediting the account of the Borrower on the
books of Bank of America with the amount of such funds or (ii) wire  transfer of
such  funds,  in each case in  accordance  with  instructions  provided  to (and
reasonably  acceptable to) the Administrative  Agent by the Borrower;  PROVIDED,
HOWEVER,  that if, on the date of a Borrowing of Revolving Loans,  there are L/C
Borrowings or Swingline Loans  outstanding,  then the proceeds of such Borrowing
shall be  applied,  FIRST,  to the  payment in full of any such L/C  Borrowings,
SECOND,  to the payment in full of any such  Swingline  Loans and THIRD,  to the
Borrower as provided above.

      (c) Except as otherwise  provided  herein,  a Eurodollar  Rate Loan may be
continued  or  converted  only on the last day of the  Interest  Period for such
Eurodollar  Rate Loan.  During the  existence of a Default,  the  Administrative
Agent may,  and upon the  direction of the Required  Lenders  shall,  notify the
Borrower  that no Loans  may be  requested  as,  converted  to or  continued  as
Eurodollar Rate Loans without the consent of the Required Lenders.

      (d) The  Administrative  Agent shall promptly  notify the Borrower and the
Lenders of the interest rate  applicable to any Interest  Period for  Eurodollar
Rate Loans upon  determination  of such interest rate. The  determination of the
Eurodollar Rate by the  Administrative  Agent shall be conclusive in the absence
of  manifest  error.  At any time  that Base Rate  Loans  are  outstanding,  the
Administrative  Agent shall notify the Borrower and the Lenders of any change in
Bank of  America's  prime  rate  used in  determining  the  Base  Rate  promptly
following the public announcement of such change.

      (e) After giving effect to all  Borrowings,  all conversions of Loans from
one Type to the other,  and all  continuations  of Loans as the same Type, there
shall not be more than 10 Interest  Periods in effect with  respect to Revolving
Loans and 5 Interest Periods in effect with respect to the Tranche B Term Loan.

      2.03  LETTERS OF CREDIT.

      (a) THE LETTER OF CREDIT COMMITMENT.

            (i) Subject to the terms and conditions  set forth herein,  (A) each
      L/C Issuer agrees,  in reliance upon the agreements of the other Revolving
      Lenders  set  forth in this  SECTION  2.03,  (1) from  time to time on any
      Business  Day during the period from the Closing  Date until the Letter of

<PAGE>

      Credit  Expiration  Date,  to issue  Letters of Credit in Dollars  for the
      account of the Borrower or any of its Subsidiaries,  and to amend or renew
      Letters of Credit  previously  issued by it, in accordance with subsection
      (b) below,  and (2) to honor drafts under the Letters of Credit  issued by
      it;  and (B) the  Revolving  Lenders  severally  agree to  participate  in
      Letters of Credit issued for the account of the Borrower; PROVIDED that no
      L/C  Issuer  shall be  obligated  to make any L/C  Credit  Extension  with
      respect  to any  Letter  of  Credit,  and no  Revolving  Lender  shall  be
      obligated to participate in any Letter of Credit if as of the date of such
      L/C Credit Extension,  (x) the Total Revolving  Outstandings  would exceed
      the Aggregate Revolving Commitments,  (y) the aggregate Outstanding Amount
      of the  Revolving  Loans of any Revolving  Lender,  PLUS such Lender's Pro
      Rata Share of the  Outstanding  Amount of all L/C  Obligations,  PLUS such
      Lender's Pro Rata Share of the  Outstanding  Amount of all Swingline Loans
      would exceed such Lender's  Revolving  Commitment  or (z) the  Outstanding
      Amount of the L/C Obligations  would exceed the Letter of Credit Sublimit.
      Within the  foregoing  limits,  and  subject  to the terms and  conditions
      hereof,  the Borrower's ability to obtain Letters of Credit shall be fully
      revolving,  and accordingly the Borrower may, during the foregoing period,
      obtain Letters of Credit to replace Letters of Credit that have expired or
      that have been drawn upon and reimbursed.  All Existing  Letters of Credit
      shall be deemed to have been issued  pursuant  hereto,  and from and after
      the  Closing  Date  shall be  subject  to and  governed  by the  terms and
      conditions hereof.

            (ii) An L/C Issuer shall be under no  obligation to issue any Letter
            of Credit if:

                  (A)  any  order,   judgment  or  decree  of  any  Governmental
            Authority  or  arbitrator  shall by its terms  purport  to enjoin or
            restrain such L/C Issuer from issuing such Letter of Credit,  or any
            Law  applicable  to such L/C  Issuer  or any  request  or  directive
            (whether  or not  having  the  force of law)  from any  Governmental
            Authority with jurisdiction over such L/C Issuer (1) shall prohibit,
            or request  that such L/C  Issuer  refrain  from,  the  issuance  of
            letters of credit  generally or such Letter of Credit in particular,
            or (2) shall impose upon such L/C Issuer with respect to such Letter
            of Credit any restriction, reserve or capital requirement (for which
            such L/C  Issuer  is not  otherwise  compensated  hereunder)  not in
            effect on the Closing Date, or (3) shall impose upon such L/C Issuer
            any  unreimbursed  loss, cost or expense which was not applicable on
            the  Closing  Date and which  such L/C  Issuer in good  faith  deems
            material to it;

                  (B) subject to SECTION  2.03(B)(III),  the expiry date of such
            requested Letter of Credit would occur more than twelve months after
            the date of issuance or last renewal,  unless the Required Revolving
            Lenders have approved such expiry date;

                  (C) the expiry date of such  requested  Letter of Credit would
            occur  after the Letter of Credit  Expiration  Date,  unless all the
            Revolving Lenders have approved such expiry date;

                  (D) the issuance of such Letter of Credit would violate one or
            more  then-existing  internal policies of such L/C Issuer applicable
            to the  issuance of letters of credit  generally by such L/C Issuer;
            or


<PAGE>

                  (E) such  Letter of Credit is in an initial  amount  less than
            $500,000 or is to be denominated in a currency other than Dollars.

            (iii) An L/C Issuer shall be under no obligation to amend any Letter
      of Credit if (A) such L/C Issuer would have no  obligation at such time to
      issue such Letter of Credit in its amended form under the terms hereof, or
      (B) the  beneficiary of such Letter of Credit does not accept the proposed
      amendment to such Letter of Credit.

            (iv) An L/C Issuer  shall be under no  obligation  to issue or amend
      any Letter of Credit if such L/C Issuer has received  written  notice from
      any Revolving Lender,  the  Administrative  Agent or any Loan Party, on or
      prior to the  Business  Day prior to the  requested  date of  issuance  or
      amendment of such Letter of Credit, that one or more applicable conditions
      contained in ARTICLE V shall not then be satisfied.

      (b)   PROCEDURES   FOR  ISSUANCE  AND  AMENDMENT  OF  LETTERS  OF  CREDIT;
AUTO-RENEWAL LETTERS OF CREDIT.

            (i) Each Letter of Credit  shall be issued or  amended,  as the case
      may be, upon the request of the Borrower  delivered to the  applicable L/C
      Issuer (with a copy to the  Administrative  Agent) in the form of a Letter
      of Credit Application, appropriately completed and signed by a Responsible
      Officer  of the  Borrower.  Such  Letter  of  Credit  Application  must be
      received by the  applicable  L/C Issuer and the  Administrative  Agent not
      later than 11:00 a.m. at least five (5) Business  Days (or such later date
      and time as such L/C Issuer may agree in a particular instance in its sole
      discretion) prior to the proposed  issuance date or date of amendment,  as
      the case may be. In the case of a request  for an  initial  issuance  of a
      Letter of Credit,  such Letter of Credit Application shall specify in form
      and detail  satisfactory  to the applicable  L/C Issuer:  (A) the proposed
      issuance date of the requested Letter of Credit (which shall be a Business
      Day); (B) the amount  thereof;  (C) the expiry date thereof;  (D) the name
      and address of the beneficiary  thereof; (E) the documents to be presented
      by such beneficiary in case of any drawing  thereunder;  (F) the full text
      of any  certificate  to be  presented by such  beneficiary  in case of any
      drawing  thereunder;  and (G) such  other  matters  as such L/C Issuer may
      require.  In the case of a request  for an  amendment  of any  outstanding
      Letter of Credit,  such Letter of Credit Application shall specify in form
      and detail  satisfactory  to the  applicable  L/C Issuer (A) the Letter of
      Credit to be amended;  (B) the proposed date of amendment  thereof  (which
      shall be a Business  Day); (C) the nature of the proposed  amendment;  and
      (D) such other matters as such L/C Issuer may require.

            (ii) Promptly after receipt of any Letter of Credit Application, the
      applicable  L/C Issuer  will  confirm  with the  Administrative  Agent (by
      telephone or in writing) that the Administrative Agent has received a copy
      of such Letter of Credit  Application  from the Borrower and, if not, such
      L/C Issuer will provide the Administrative Agent with a copy thereof. Upon
      receipt  by  the   applicable   L/C  Issuer  of   confirmation   from  the
      Administrative Agent that the requested issuance or amendment is permitted
      in  accordance  with the  terms  hereof,  then,  subject  to the terms and
      conditions  hereof,  such L/C Issuer shall, on the requested date, issue a
      Letter  of  Credit  for the  account  of the  Borrower  or enter  into the
      applicable amendment,  as the case may be, in each case in accordance with

<PAGE>

      such L/C Issuer's usual and customary business practices. Immediately upon
      the  issuance of each Letter of Credit,  each  Revolving  Lender  shall be
      deemed to, and hereby irrevocably and unconditionally  agrees to, purchase
      from such L/C Issuer a risk  participation  in such Letter of Credit in an
      amount  equal to the  product of such  Revolving  Lender's  Pro Rata Share
      TIMES the amount of such Letter of Credit.

            (iii) If the Borrower so requests in any applicable Letter of Credit
      Application,  the  applicable  L/C Issuer  may,  in its sole and  absolute
      discretion,  agree to issue a Letter of Credit that has automatic  renewal
      provisions (each, an "AUTO-RENEWAL  LETTER OF Credit");  PROVIDED that any
      such Auto-Renewal  Letter of Credit must permit such L/C Issuer to prevent
      any such  renewal at least once in each  twelve-month  period  (commencing
      with the date of issuance of such Letter of Credit) by giving prior notice
      to the beneficiary  thereof not later than a day (the  "NONRENEWAL  NOTICE
      DATE") in each such twelve-month period to be agreed upon at the time such
      Letter of Credit is issued.  Unless  otherwise  directed by the applicable
      L/C Issuer,  the Borrower shall not be required to make a specific request
      to such L/C Issuer for any such renewal.  Once an  Auto-Renewal  Letter of
      Credit has been  issued,  the  Revolving  Lenders  shall be deemed to have
      authorized  (but may not require) the  applicable L/C Issuer to permit the
      renewal of such  Letter of Credit at any time to an expiry  date not later
      than the Letter of Credit Expiration Date;  PROVIDED,  HOWEVER,  that such
      L/C Issuer  shall not  permit any such  renewal if (A) such L/C Issuer has
      determined  that it would  have no  obligation  at such time to issue such
      Letter of Credit in its renewed  form under the terms hereof (by reason of
      the  provisions  of  SECTION  2.03(A)(II)  or  otherwise),  or  (B) it has
      received notice (which may be by telephone or in writing) on or before the
      day that is five Business Days before the Nonrenewal  Notice Date (1) from
      the Administrative  Agent that the Required Revolving Lenders have elected
      not to permit  such  renewal  or (2) from the  Administrative  Agent,  any
      Revolving  Lender  or the  Borrower  that  one or more  of the  applicable
      conditions specified in SECTION 5.02 is not then satisfied.

            (iv)  Promptly  after its  delivery  of any  Letter of Credit or any
      amendment to a Letter of Credit to an advising  bank with respect  thereto
      or to the beneficiary thereof, the applicable L/C Issuer will also deliver
      to the Borrower and the  Administrative  Agent a true and complete copy of
      such Letter of Credit or amendment.

      (c) DRAWINGS AND REIMBURSEMENTS; FUNDING OF PARTICIPATIONS.

            (i) Upon receipt from the beneficiary of any Letter of Credit of any
      notice of drawing under such Letter of Credit,  the  applicable L/C Issuer
      shall notify the Borrower and the Administrative  Agent thereof. Not later
      than 11:00 a.m.  on the date of any payment by the  applicable  L/C Issuer
      under a Letter of Credit (each such date, an "HONOR  DATE"),  the Borrower
      shall  reimburse  such L/C Issuer through the  Administrative  Agent in an
      amount equal to the amount of such  drawing.  If the Borrower  fails to so
      reimburse the applicable L/C Issuer by such time, the Administrative Agent
      shall promptly notify each Revolving  Lender of the Honor Date, the amount
      of the unreimbursed drawing (the "UNREIMBURSED AMOUNT"), and the amount of
      such  Revolving  Lender's  Pro Rata  Share  thereof.  In such  event,  the
      Borrower  shall be deemed to have requested a Borrowing of Base Rate Loans
      to be disbursed  on the Honor Date in an amount equal to the  Unreimbursed
      Amount,  without regard to the minimum and multiples  specified in SECTION

<PAGE>

      2.02 for the  principal  amount of Base Rate  Loans,  but  subject  to the
      amount of the unutilized  portion of the Aggregate  Revolving  Commitments
      and the conditions set forth in SECTION 5.02 (other than the delivery of a
      Loan  Notice).  Any  notice  given by the  applicable  L/C  Issuer  or the
      Administrative  Agent pursuant to this SECTION  2.03(C)(I) may be given by
      telephone if immediately  confirmed in writing;  PROVIDED that the lack of
      such an  immediate  confirmation  shall not affect the  conclusiveness  or
      binding effect of such notice.

            (ii) Each Revolving Lender (including any Revolving Lender acting as
      L/C  Issuer)  shall upon any notice  pursuant to SECTION  2.03(C)(I)  make
      funds  available  to the  Administrative  Agent  for  the  account  of the
      applicable  L/C Issuer at the  Administrative  Agent's Office in an amount
      equal to its Pro Rata Share of the Unreimbursed Amount not later than 1:00
      p.m. on the  Business Day  specified in such notice by the  Administrative
      Agent, whereupon, subject to the provisions of SECTION 2.03(C)(III),  each
      Revolving  Lender  that so makes funds  available  shall be deemed to have
      made a Base Rate Loan to the Borrower in such amount.  The  Administrative
      Agent shall remit the funds so received to the applicable L/C Issuer.

            (iii) With  respect  to any  Unreimbursed  Amount  that is not fully
      refinanced  by a Borrowing of Base Rate Loans because the  conditions  set
      forth in SECTION  5.02 cannot be satisfied  or for any other  reason,  the
      Borrower  shall be deemed to have incurred from the  applicable L/C Issuer
      an L/C Borrowing in the amount of the  Unreimbursed  Amount that is not so
      refinanced,  which  L/C  Borrowing  shall  be due and  payable  on  demand
      (together  with  interest) and shall bear interest at the Default Rate. In
      such event, each Revolving  Lender's payment to the  Administrative  Agent
      for  the  account  of  the  applicable  L/C  Issuer  pursuant  to  SECTION
      2.03(C)(II)  shall be deemed  payment in respect of its  participation  in
      such L/C Borrowing and shall constitute an L/C Advance from such Revolving
      Lender in satisfaction of its participation  obligation under this SECTION
      2.03.

            (iv) Until each  Revolving  Lender funds its  Revolving  Loan or L/C
      Advance  pursuant to this SECTION  2.03(C) to reimburse the applicable L/C
      Issuer  for any amount  drawn  under any  Letter of  Credit,  interest  in
      respect of such Revolving  Lender's Pro Rata Share of such amount shall be
      solely for the account of such L/C Issuer.

            (v) Each Revolving  Lender's  obligation to make Revolving  Loans or
      L/C  Advances to reimburse  the  applicable  L/C Issuer for amounts  drawn
      under Letters of Credit, as contemplated by this SECTION 2.03(C), shall be
      absolute and  unconditional and shall not be affected by any circumstance,
      including  (A) any  set-off,  counterclaim,  recoupment,  defense or other
      right which such  Revolving  Lender may have against such L/C Issuer,  the
      Borrower or any other Person for any reason whatsoever; (B) the occurrence
      or  continuance  of a  Default,  or (C) any  other  occurrence,  event  or
      condition,  whether  or not  similar  to any of the  foregoing;  PROVIDED,
      HOWEVER,  that each Revolving Lender's  obligation to make Revolving Loans
      pursuant to this SECTION 2.03(C) is subject to the conditions set forth in
      SECTION 5.02 (other than  delivery by the Borrower of a Loan  Notice).  No
      such  making of an L/C  Advance  shall  relieve  or  otherwise  impair the
      obligation of the Borrower to reimburse the  applicable L/C Issuer for the
      amount of any payment  made by such L/C Issuer under any Letter of Credit,
      together with interest as provided herein.


<PAGE>

            (vi)  If  any  Revolving  Lender  fails  to  make  available  to the
      Administrative  Agent for the  account  of the  applicable  L/C Issuer any
      amount  required  to be paid  by such  Revolving  Lender  pursuant  to the
      foregoing  provisions  of this  SECTION  2.03(C) by the time  specified in
      SECTION  2.03(C)(II),  such L/C Issuer  shall be entitled to recover  from
      such  Revolving  Lender  (acting  through the  Administrative  Agent),  on
      demand,  such  amount with  interest  thereon for the period from the date
      such payment is required to the date on which such payment is  immediately
      available  to such L/C  Issuer  at a rate per annum  equal to the  Federal
      Funds Rate from time to time in effect.  A certificate  of the  applicable
      L/C Issuer submitted to any Revolving  Lender (through the  Administrative
      Agent) with  respect to any amounts  owing under this clause (vi) shall be
      conclusive absent manifest error.

      (d) REPAYMENT OF PARTICIPATIONS.

            (i) At any time after the  applicable  L/C Issuer has made a payment
      under any Letter of Credit and has received from any Revolving Lender such
      Revolving  Lender's L/C Advance in respect of such  payment in  accordance
      with SECTION 2.03(C), if the Administrative Agent receives for the account
      of such L/C Issuer any  payment  in  respect of the  related  Unreimbursed
      Amount  or  interest  thereon  (whether  directly  from  the  Borrower  or
      otherwise,  including  proceeds of cash collateral  applied thereto by the
      Administrative  Agent), the  Administrative  Agent will distribute to such
      Revolving Lender its Pro Rata Share thereof  (appropriately  adjusted,  in
      the case of interest payments,  to reflect the period of time during which
      such Revolving  Lender's L/C Advance was outstanding) in the same funds as
      those received by the Administrative Agent.

            (ii) If any  payment  received by the  Administrative  Agent for the
      account of the  applicable  L/C Issuer  pursuant to SECTION  2.03(C)(I) is
      required  to be  returned  under  any of the  circumstances  described  in
      SECTION 11.06 (including  pursuant to any settlement  entered into by such
      L/C Issuer in its  discretion),  each  Revolving  Lender  shall pay to the
      Administrative Agent for the account of such L/C Issuer its Pro Rata Share
      thereof on demand of the Administrative  Agent, plus interest thereon from
      the date of such  demand  to the date  such  amount  is  returned  by such
      Revolving Lender, at a rate per annum equal to the Federal Funds Rate from
      time to time in effect.

      (e) OBLIGATIONS ABSOLUTE.  The obligation of the Borrower to reimburse the
applicable  L/C Issuer for each drawing under each Letter of Credit and to repay
each L/C Borrowing shall be absolute,  unconditional and irrevocable,  and shall
be paid  strictly  in  accordance  with the  terms of this  Agreement  under all
circumstances, including the following:

            (i) any lack of validity or enforceability of such Letter of Credit,
      this  Agreement,  any  other  Loan  Document  or any  other  agreement  or
      instrument relating thereto;

            (ii) the existence of any claim,  counterclaim,  set-off, defense or
      other right that the Borrower may have at any time against any beneficiary
      or any  transferee  of such  Letter of Credit  (or any Person for whom any
      such beneficiary or any such transferee may be acting), such L/C Issuer or

<PAGE>

      any  other  Person,  whether  in  connection  with  this  Agreement,   the
      transactions  contemplated  hereby  or by such  Letter  of  Credit  or any
      agreement or instrument relating thereto, or any unrelated transaction;

            (iii) any draft,  demand,  certificate or other  document  presented
      under such Letter of Credit proving to be forged,  fraudulent,  invalid or
      insufficient  in any  respect or any  statement  therein  being  untrue or
      inaccurate  in any respect;  or any loss or delay in the  transmission  or
      otherwise of any document  required in order to make a drawing  under such
      Letter of Credit;

            (iv) any  payment  by such L/C Issuer  under  such  Letter of Credit
      against  presentation  of a draft or  certificate  that does not  strictly
      comply  with the terms of such Letter of Credit;  or any  payment  made by
      such L/C Issuer under such Letter of Credit to any Person purporting to be
      a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
      creditors, liquidator, receiver or other representative of or successor to
      any beneficiary or any transferee of such Letter of Credit,  including any
      arising in connection with any proceeding under any Debtor Relief Law; or

            (v) any other circumstance or happening  whatsoever,  whether or not
      similar to any of the  foregoing,  including any other  circumstance  that
      might otherwise  constitute a defense available to, or a discharge of, the
      Borrower.

      The Borrower  shall  promptly  examine a copy of each Letter of Credit and
each amendment thereto that is delivered to it and, in the event of any claim of
noncompliance  with  the  Borrower's  instructions  or other  irregularity,  the
Borrower  will notify the  applicable  L/C Issuer within two Business Days after
its receipt  thereof (but in any event,  prior to the issuance of such Letter of
Credit). The Borrower shall be conclusively deemed to have waived any such claim
against the applicable L/C Issuer and its  correspondents  unless such notice is
given as aforesaid.

      (f) ROLE OF L/C ISSUER. Each Revolving Lender and the Borrower agree that,
in paying any drawing under a Letter of Credit,  the applicable L/C Issuer shall
not have any  responsibility to obtain any document (other than any sight draft,
certificates  and  documents  expressly  required by the Letter of Credit) or to
ascertain or inquire as to the validity or accuracy of any such  document or the
authority of the Person  executing or delivering any such document.  None of the
L/C Issuers, any Agent-Related Person nor any of the respective  correspondents,
participants  or assignees of the L/C Issuers  shall be liable to any  Revolving
Lender for (i) any action taken or omitted in connection herewith at the request
or with the approval of the Revolving Lenders or the Required Revolving Lenders,
as  applicable;  (ii)  any  action  taken or  omitted  in the  absence  of gross
negligence or willful  misconduct;  or (iii) the due  execution,  effectiveness,
validity or enforceability  of any document or instrument  related to any Letter
of Credit or Letter of Credit Application. The Borrower hereby assumes all risks
of the acts or omissions of any  beneficiary  or transferee  with respect to its
use of any Letter of Credit;  PROVIDED,  HOWEVER,  that this  assumption  is not
intended to, and shall not,  preclude the  Borrower's  pursuing  such rights and
remedies as it may have against the  beneficiary  or  transferee at law or under
any other agreement.  None of the L/C Issuers, any Agent-Related Person, nor any
of the respective correspondents,  participants or assignees of the L/C Issuers,
shall be liable or responsible  for any of the matters  described in clauses (i)

<PAGE>

through (v) of SECTION 2.03(E); PROVIDED, HOWEVER, that anything in such clauses
or any other provision  contained  herein to the contrary  notwithstanding,  the
Borrower may have a claim against the applicable L/C Issuer, and such L/C Issuer
may be liable to the  Borrower,  to the extent,  but only to the extent,  of any
direct,  as opposed to  consequential  or  exemplary,  damages  suffered  by the
Borrower  which the  Borrower  proves were caused by such L/C  Issuer's  willful
misconduct or gross negligence or such L/C Issuer's willful failure to pay under
any Letter of Credit after the  presentation to it by the beneficiary of a sight
draft and  certificate(s)  strictly complying with the terms and conditions of a
Letter of Credit.  In furtherance  and not in limitation of the foregoing,  each
L/C  Issuer  may  accept  documents  that  appear on their  face to be in order,
without  responsibility for further  investigation,  regardless of any notice or
information to the contrary,  and such L/C Issuer shall not be  responsible  for
the  validity or  sufficiency  of any  instrument  transferring  or assigning or
purporting  to  transfer  or assign a Letter of Credit or the rights or benefits
thereunder  or  proceeds  thereof,  in whole or in part,  which  may prove to be
invalid or  ineffective  for any reason.  Each L/C Issuer  shall  provide to the
Administrative  Agent a list of  outstanding  Letters of Credit  (together  with
amounts)  issued  by  it on a  monthly  basis  (and  upon  the  request  of  the
Administrative  Agent);  the  Administrative  Agent shall provide a copy of such
list to any Lender upon request.

      (g) CASH COLLATERAL.  Upon the request of the Administrative Agent, (i) if
the applicable L/C Issuer has honored any full or partial  drawing request under
any Letter of Credit and such drawing has resulted in an L/C Borrowing,  or (ii)
if, as of the Letter of Credit Expiration Date, any Letter of Credit may for any
reason remain  outstanding and partially or wholly  undrawn,  the Borrower shall
immediately  Cash   Collateralize  the  then  Outstanding   Amount  of  all  L/C
Obligations (in an amount equal to such Outstanding  Amount determined as of the
date of such L/C Borrowing or the Letter of Credit  Expiration Date, as the case
may be). For purposes hereof,  "CASH  COLLATERALIZE" means to pledge and deposit
with or deliver to the Administrative  Agent, for the benefit of the L/C Issuers
and the  Revolving  Lenders,  as  collateral  for the L/C  Obligations,  cash or
deposit  account  balances  pursuant  to  documentation  in form  and  substance
satisfactory to the  Administrative  Agent and the L/C Issuers (which  documents
are  hereby  consented  to by  the  Lenders).  Derivatives  of  such  term  have
corresponding  meanings. The Borrower hereby grants to the Administrative Agent,
for the benefit of the L/C Issuers and the Lenders,  a security  interest in all
such cash,  deposit  accounts and all  balances  therein and all proceeds of the
foregoing. Cash collateral shall be maintained in blocked,  non-interest bearing
deposit accounts at Bank of America.

      (h)  APPLICABILITY OF ISP98 AND UCP. Unless otherwise  expressly agreed by
the  applicable  L/C Issuer and the  Borrower  when a Letter of Credit is issued
(including any such agreement  applicable to an Existing Letter of Credit),  the
rules of the  "International  Standby Practices 1998" published by the Institute
of International Banking Law & Practice (or such later version thereof as may be
in effect at the time of  issuance)  (the  "ISP")  shall  apply to each  standby
Letter of Credit.

      (i) LETTER OF CREDIT FEES.  The Borrower  shall pay to the  Administrative
Agent for the account of each Revolving  Lender in accordance  with its Pro Rata
Share a Letter of Credit fee for each Letter of Credit  equal to the  Applicable
Rate TIMES the daily maximum  amount  available to be drawn under such Letter of
Credit  (whether or not such maximum  amount is then in effect under such Letter
of Credit). Such letter of credit fees shall be computed on a quarterly basis in
arrears.  Such  letter  of credit  fees  shall be due and  payable  on the first

<PAGE>

Business  Day  after  the end of  each  March,  June,  September  and  December,
commencing  with the first such date to occur after the  issuance of such Letter
of Credit,  on the Letter of Credit Expiration Date and thereafter on demand. If
there is any change in the Applicable Rate during any quarter, the daily maximum
amount  of each  Letter  of  Credit  shall be  computed  and  multiplied  by the
Applicable  Rate  separately  for each  period  during  such  quarter  that such
Applicable Rate was in effect.

      (j) FRONTING FEE AND  DOCUMENTARY  AND PROCESSING  CHARGES  PAYABLE TO L/C
ISSUER. The Borrower shall pay directly to the applicable L/C Issuer for its own
account a fronting fee with respect to each standby  Letter of Credit  issued by
it in an  amount  equal  to 1/8 of 1% per  annum  on the  daily  maximum  amount
available to be drawn thereunder  (whether or not such maximum amount is then in
effect under such Letter of Credit), due and payable quarterly in arrears on the
Business Day  immediately  following the last Business Day of each March,  June,
September and December,  commencing  with the first such date to occur after the
issuance  of  such  standby  Letter  of  Credit,  and on the  Letter  of  Credit
Expiration Date. In addition,  the Borrower shall pay directly to the applicable
L/C Issuer for its own account the customary issuance,  presentation,  amendment
and other  processing  fees, and other  standard costs and charges,  of such L/C
Issuer  relating  to  letters  of credit as from  time to time in  effect.  Such
customary  fees and standard costs and charges are due and payable on demand and
are nonrefundable.

      (k)  CONFLICT  WITH  LETTER  OF  CREDIT  APPLICATION.  In the event of any
conflict  between  the  terms  hereof  and the  terms of any  Letter  of  Credit
Application, the terms hereof shall control.

      2.04  SWINGLINE LOANS.

      (a)  SWINGLINE  FACILITY.  Subject to the terms and  conditions  set forth
herein,  the Swingline Lender agrees to make loans (each such loan, a "SWINGLINE
LOAN") to the  Borrower in Dollars  from time to time on any Business Day during
the  Availability  Period  in an  aggregate  amount  not to  exceed  at any time
outstanding the amount of the Swingline Sublimit,  notwithstanding the fact that
such Swingline Loans, when aggregated with the Pro Rata Share of the Outstanding
Amount of Revolving  Loans and L/C  Obligations  of the Swingline  Lender in its
capacity as a Lender of Revolving  Loans, may exceed the amount of such Lender's
Revolving  Commitment;  PROVIDED,  HOWEVER,  that  after  giving  effect  to any
Swingline  Loan,  (i) the Total  Revolving  Outstandings  shall not  exceed  the
Aggregate Revolving  Commitments,  and (ii) the aggregate  Outstanding Amount of
the Revolving Loans of any Revolving  Lender,  PLUS such Lender's Pro Rata Share
of the Outstanding  Amount of all L/C  Obligations,  PLUS such Lender's Pro Rata
Share of the  Outstanding  Amount of all  Swingline  Loans shall not exceed such
Lender's Revolving  Commitment,  and PROVIDED,  FURTHER, that the Borrower shall
not  use  the  proceeds  of any  Swingline  Loan to  refinance  any  outstanding
Swingline Loan. Within the foregoing limits,  and subject to the other terms and
conditions hereof, the Borrower may borrow under this SECTION 2.04, prepay under
SECTION 2.05, and reborrow under this SECTION 2.04. Each Swingline Loan shall be
a Base  Rate  Loan.  Immediately  upon the  making  of a  Swingline  Loan,  each
Revolving Lender shall be deemed to, and hereby irrevocably and  unconditionally
agrees to,  purchase  from the  Swingline  Lender a risk  participation  in such
Swingline Loan in an amount equal to the product of such Lender's Pro Rata Share
TIMES the amount of such Swingline Loan.

      (b) BORROWING PROCEDURES.  Each Borrowing of Swingline Loans shall be made
upon  the  Borrower's  irrevocable  notice  to  the  Swingline  Lender  and  the

<PAGE>

Administrative Agent, which may be given by telephone.  Each such notice must be
received by the  Swingline  Lender and the  Administrative  Agent not later than
1:00 p.m. on the requested  borrowing  date, and shall specify (i) the amount to
be borrowed,  which shall be a minimum principal amount of $100,000 and integral
multiples of $10,000 in excess thereof,  and (ii) the requested  borrowing date,
which shall be a Business  Day.  Each such  telephonic  notice must be confirmed
promptly by delivery to the Swingline Lender and the  Administrative  Agent of a
written  Swingline  Loan  Notice,   appropriately  completed  and  signed  by  a
Responsible  Officer of the  Borrower.  Promptly  after receipt by the Swingline
Lender of any  telephonic  Swingline  Loan  Notice,  the  Swingline  Lender will
confirm with the  Administrative  Agent (by  telephone  or in writing)  that the
Administrative  Agent has also received such  Swingline Loan Notice and, if not,
the Swingline  Lender will notify the  Administrative  Agent (by telephone or in
writing) of the  contents  thereof.  Unless the  Swingline  Lender has  received
notice (by telephone or in writing) from the Administrative  Agent (including at
the  request  of any  Revolving  Lender)  prior to 2:00 p.m.  on the date of the
proposed  Borrowing of Swingline Loans (A) directing the Swingline Lender not to
make such Swingline Loan as a result of the limitations set forth in the proviso
to the  first  sentence  of  SECTION  2.04(A),  or (B)  that  one or more of the
applicable  conditions  specified  in  ARTICLE  V is not then  satisfied,  then,
subject to the terms and conditions hereof, the Swingline Lender will, not later
than 3:00 p.m. on the borrowing  date  specified in such  Swingline Loan Notice,
make the amount of its Swingline Loan available to the Borrower.

      (c) REFINANCING OF SWINGLINE LOANS.

            (i) The  Swingline  Lender  at any  time in its  sole  and  absolute
      discretion  may  request,   on  behalf  of  the  Borrower   (which  hereby
      irrevocably  requests and authorizes the Swingline Lender to so request on
      its behalf), that each Revolving Lender make a Base Rate Loan in an amount
      equal to such  Lender's  Pro Rata Share of the amount of  Swingline  Loans
      then  outstanding.  Such request shall be made in writing  (which  written
      request  shall be deemed to be a Loan Notice for  purposes  hereof) and in
      accordance with the  requirements  of SECTION 2.02,  without regard to the
      minimum and multiples  specified  therein for the principal amount of Base
      Rate  Loans,  but  subject  to the  unutilized  portion  of the  Aggregate
      Revolving  Commitments  and the  conditions set forth in SECTION 5.02. The
      Swingline  Lender shall furnish the Borrower with a copy of the applicable
      Loan Notice promptly after  delivering  such notice to the  Administrative
      Agent.  Each  Revolving  Lender shall make an amount equal to its Pro Rata
      Share  of the  amount  specified  in such  Loan  Notice  available  to the
      Administrative Agent in immediately available funds for the account of the
      Swingline Lender at the Administrative  Agent's Office not later than 1:00
      p.m.  on the day  specified  in such Loan  Notice,  whereupon,  subject to
      Section  2.04(c)(ii),  each Revolving Lender that so makes funds available
      shall be deemed to have  made a Base  Rate  Loan to the  Borrower  in such
      amount. The Administrative  Agent shall remit the funds so received to the
      Swingline Lender.

            (ii) If for any reason any  Swingline  Loan cannot be  refinanced by
      such a Borrowing of Revolving Loans in accordance with SECTION 2.04(C)(I),
      the request for Base Rate Loans  submitted by the Swingline  Lender as set
      forth herein shall be deemed to be a request by the Swingline  Lender that
      each of the Revolving Lenders fund its risk  participation in the relevant
      Swingline Loan and each Revolving  Lender's payment to the  Administrative
      Agent  for  the  account  of the  Swingline  Lender  pursuant  to  SECTION
      2.04(C)(I) shall be deemed payment in respect of such participation.


<PAGE>

            (iii)  If any  Revolving  Lender  fails  to  make  available  to the
      Administrative  Agent for the account of the  Swingline  Lender any amount
      required to be paid by such Lender pursuant to the foregoing provisions of
      this  SECTION  2.04(C) by the time  specified in SECTION  2.04(C)(I),  the
      Swingline  Lender  shall be entitled to recover  from such Lender  (acting
      through the  Administrative  Agent), on demand,  such amount with interest
      thereon for the period from the date such  payment is required to the date
      on which such payment is immediately  available to the Swingline Lender at
      a rate per  annum  equal to the  Federal  Funds  Rate from time to time in
      effect.  A certificate of the Swingline  Lender submitted to any Revolving
      Lender  (through  the  Administrative  Agent) with  respect to any amounts
      owing under this clause (iii) shall be conclusive absent manifest error.

            (iv) Each Revolving  Lender's  obligation to make Revolving Loans or
      to purchase and fund risk  participations  in Swingline  Loans pursuant to
      this SECTION 2.04(C) shall be absolute and  unconditional and shall not be
      affected by any  circumstance,  including  (A) any set-off,  counterclaim,
      recoupment,  defense or other right that such Lender may have  against the
      Swingline  Lender,  the  Borrower  or any  other  Person  for  any  reason
      whatsoever,  (B) the occurrence or  continuance  of a Default,  or (C) any
      other occurrence, event or condition, whether or not similar to any of the
      foregoing;  PROVIDED,  HOWEVER, that each Revolving Lender's obligation to
      make Revolving  Loans  pursuant to this SECTION  2.04(C) is subject to the
      conditions  set forth in Section 5.02. No such purchase or funding of risk
      participations  shall  relieve or otherwise  impair the  obligation of the
      Borrower to repay  Swingline  Loans,  together  with  interest as provided
      herein.

      (d) REPAYMENT OF PARTICIPATIONS.

            (i) At any time after any Revolving  Lender has purchased and funded
      a risk participation in a Swingline Loan, if the Swingline Lender receives
      any payment on account of such Swingline  Loan, the Swingline  Lender will
      distribute   to  such   Lender  its  Pro  Rata   Share  of  such   payment
      (appropriately  adjusted, in the case of interest payments, to reflect the
      period of time during which such Lender's risk  participation  was funded)
      in the same funds as those received by the Swingline Lender.

            (ii) If any payment  received by the Swingline  Lender in respect of
      principal or interest on any Swingline  Loan is required to be returned by
      the Swingline Lender under any of the  circumstances  described in SECTION
      11.06 (including  pursuant to any settlement entered into by the Swingline
      Lender  in  its  discretion),  each  Revolving  Lender  shall  pay  to the
      Swingline   Lender   its  Pro  Rata   Share   thereof  on  demand  of  the
      Administrative  Agent,  plus interest thereon from the date of such demand
      to the date such  amount  is  returned,  at a rate per annum  equal to the
      Federal Funds Rate.  The  Administrative  Agent will make such demand upon
      the request of the Swingline Lender.

      (e) INTEREST FOR ACCOUNT OF SWINGLINE  LENDER.  The Swingline Lender shall
be responsible  for invoicing the Borrower for interest on the Swingline  Loans.
Until each Revolving  Lender funds its Revolving  Loans that are Base Rate Loans
or risk  participation  pursuant to this SECTION 2.04 to refinance such Lender's
Pro Rata Share of any Swingline Loan, interest in respect of such Pro Rata Share
shall be solely for the account of the Swingline Lender.


<PAGE>

      (f) PAYMENTS  DIRECTLY TO SWINGLINE  LENDER.  The Borrower  shall make all
payments of principal and interest in respect of the Swingline Loans directly to
the Swingline Lender.

      2.05  PREPAYMENTS.

      (a) VOLUNTARY PREPAYMENTS OF LOANS.

            (i) REVOLVING LOANS AND TRANCHE B TERM LOANS. The Borrower may, upon
      notice from the Borrower to the Administrative  Agent, at any time or from
      time to time  voluntarily  prepay  Revolving  Loans and the Tranche B Term
      Loan in whole or in part  without  premium or penalty;  PROVIDED  that (A)
      such notice must be  received by the  Administrative  Agent not later than
      11:00 a.m.  (1) three  Business  Days prior to any date of  prepayment  of
      Eurodollar  Rate  Loans  and (2) on the date of  prepayment  of Base  Rate
      Loans;  (B) any such  prepayment  of  Eurodollar  Rate Loans shall be in a
      principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess
      thereof  (or,  if  less,   the  entire   principal   amount  thereof  then
      outstanding);  (C)  any  prepayment  of  Base  Rate  Loans  shall  be in a
      principal  amount of  $500,000  or a whole  multiple of $100,000 in excess
      thereof  (or,  if  less,   the  entire   principal   amount  thereof  then
      outstanding);  and (D) any  prepayment of the Tranche B Term Loan shall be
      applied ratably to the remaining  principal  amortization  payments.  Each
      such notice shall specify the date and amount of such  prepayment  and the
      Type(s) of Loans to be prepaid.  The  Administrative  Agent will  promptly
      notify each Lender of its receipt of each such  notice,  and of the amount
      of such  Lender's  Pro Rata Share of such  prepayment.  If such  notice is
      given by the Borrower,  the Borrower  shall make such  prepayment  and the
      payment  amount  specified  in such notice shall be due and payable on the
      date specified therein.  Any prepayment of a Eurodollar Rate Loan shall be
      accompanied by all accrued interest thereon,  together with any additional
      amounts  required  pursuant to SECTION 3.05. Each such prepayment shall be
      applied to the Loans of the Lenders in  accordance  with their  respective
      Pro Rata Shares.

            (ii) SWINGLINE LOANS. The Borrower may, upon notice to the Swingline
      Lender (with a copy to the Administrative Agent), at any time or from time
      to time,  voluntarily  prepay  Swingline Loans in whole or in part without
      premium or penalty;  PROVIDED that (i) such notice must be received by the
      Swingline Lender and the Administrative  Agent not later than 1:00 p.m. on
      the date of the  prepayment,  and (ii) any such  prepayment  shall be in a
      minimum  principal  amount of $100,000  or a whole  multiple of $10,000 in
      excess   thereof  (or,  if  less,  the  entire   principal   thereof  then
      outstanding).  Each such notice shall  specify the date and amount of such
      prepayment.  If such notice is given by the Borrower,  the Borrower  shall
      make such prepayment and the payment amount specified in such notice shall
      be due and payable on the date specified therein.

      (b) MANDATORY PREPAYMENTS OF LOANS.

            (i)  REVOLVING  COMMITMENTS.  If for any reason the Total  Revolving
      Outstandings at any time exceed the Aggregate  Revolving  Commitments then
      in effect,  the Borrower shall  immediately  prepay Revolving Loans and/or
      the Swingline  Loans and/or Cash  Collateralize  the L/C Obligations in an
      aggregate  amount equal to such excess.  All amounts  prepaid  pursuant to
      this SECTION 2.05(B)(I) shall be applied,  first, to Swingline Loans until

<PAGE>

      all Swingline Loans have been repaid, second, to Revolving Loans until all
      Revolving Loans have been repaid,  and, third, to Cash  Collateralize  L/C
      Obligations.

            (ii)  ASSET  DISPOSITION  PREPAYMENT  EVENTS.  Immediately  upon the
      occurrence of any Asset  Disposition  Prepayment Event, the Borrower shall
      prepay the Tranche B Term Loans and shall reduce the  Aggregate  Revolving
      Commitments in an aggregate  amount equal to 100% of the Net Cash Proceeds
      of the related Voluntary Disposition or Involuntary  Disposition that were
      not applied (or caused to be  applied) by the Loan  Parties  prior to such
      Asset Disposition Prepayment Event to make Eligible Reinvestments.

      All amounts prepaid pursuant to this SECTION 2.05(B)(II) shall be applied,
      first,  to the Tranche B Term Loans  (ratably to the  remaining  principal
      amortization  payments)  until the  Tranche B Term Loans have been paid in
      full, and, second, to the permanent  reduction of the Aggregate  Revolving
      Commitments.

            (iii) APPLICATION OF MANDATORY PREPAYMENTS. Within the parameters of
      the  applications set forth above,  prepayments  shall be applied first to
      Base  Rate  Loans and then to  Eurodollar  Rate  Loans in direct  order of
      Interest Period  maturities.  All  prepayments  under this SECTION 2.05(B)
      shall be  subject  to  SECTION  3.05,  but  otherwise  without  premium or
      penalty,  and shall be  accompanied  by interest on the  principal  amount
      prepaid through the date of prepayment.

            (iv) EURODOLLAR  PREPAYMENT  ACCOUNT. If the Borrower is required to
      make a mandatory  prepayment of  Eurodollar  Rate Loans under this SECTION
      2.05(B),  so long as no Event of Default  exists,  the Borrower shall have
      the right, in lieu of making such prepayment in full, to deposit an amount
      equal to such mandatory prepayment with the Administrative Agent in a cash
      collateral  account  maintained  (pursuant  to  documentation   reasonably
      satisfactory to the Administrative  Agent) by and in the sole dominion and
      control of the  Administrative  Agent.  Any amounts so deposited  shall be
      held by the Administrative  Agent as collateral for the prepayment of such
      Eurodollar  Rate  Loans  and shall be  applied  to the  prepayment  of the
      applicable  Eurodollar  Rate  Loans  at the  end of the  current  Interest
      Periods   applicable   thereto  or,   sooner,   at  the  election  of  the
      Administrative  Agent, upon the occurrence of an Event of Default.  At the
      request of the  Borrower,  amounts so  deposited  shall be invested by the
      Administrative  Agent in Cash Equivalents maturing on or prior to the date
      or dates on which it is  anticipated  that such amounts will be applied to
      prepay  such  Eurodollar  Rate  Loans;  any  interest  earned on such Cash
      Equivalents  will be for the account of the Borrower and the Borrower will
      deposit with the  Administrative  Agent the amount of any loss on any such
      Cash  Equivalents to the extent  necessary in order that the amount of the
      prepayment to be made with the deposited amounts may not be reduced.

      2.06  TERMINATION OR REDUCTION OF AGGREGATE REVOLVING COMMITMENTS.

      (a)  OPTIONAL   REDUCTIONS.   The  Borrower   may,   upon  notice  to  the
Administrative  Agent,  terminate the Aggregate Revolving  Commitments,  or from
time to time permanently reduce the Aggregate Revolving Commitments to an amount
not less than the Outstanding Amount of Revolving Loans, Swingline Loans and L/C
Obligations;  PROVIDED  that  (i) any  such  notice  shall  be  received  by the

<PAGE>

Administrative  Agent not later than 12:00 noon five (5) Business  Days prior to
the date of termination or reduction,  (ii) any such partial  reduction shall be
in an aggregate  amount of  $10,000,000  or any whole  multiple of $1,000,000 in
excess  thereof  and (iii) if,  after  giving  effect  to any  reduction  of the
Aggregate Revolving Commitments,  the Letter of Credit Sublimit or the Swingline
Sublimit  exceeds  the  amount  of the  Aggregate  Revolving  Commitments,  such
sublimit  shall be  automatically  reduced  by the  amount of such  excess.  The
Administrative  Agent will  promptly  notify the  Revolving  Lenders of any such
notice of termination or reduction of the Aggregate Revolving  Commitments.  Any
reduction  of the  Aggregate  Revolving  Commitments  shall  be  applied  to the
Revolving  Commitment of each Lender  according to its Pro Rata Share.  All fees
accrued with respect  thereto until the effective date of any termination of the
Aggregate  Revolving  Commitments  shall be paid on the  effective  date of such
termination.

      (b) MANDATORY REDUCTIONS.

            (i)  VOLUNTARY  DISPOSITIONS  AND  INVOLUNTARY   DISPOSITIONS.   The
      Aggregate Revolving Commitments shall be permanently reduced in accordance
      with SECTION  2.05(B)(II).  In connection  with any such  reduction of the
      Aggregate  Revolving  Commitments,  the Borrower shall immediately  prepay
      outstanding  Revolving Loans and Swingline Loans and/or Cash Collateralize
      L/C Obligations in accordance with SECTION 2.05(B)(I).

            (ii)  OTHER.  On the fifth  anniversary  of the  Closing  Date,  the
      Aggregate   Revolving   Commitments   shall  be  permanently   reduced  by
      $100,000,000.

      2.07  REPAYMENT OF LOANS.

      (a)  REVOLVING  LOANS.  The  Borrower  shall  repay to the  Lenders on the
Maturity Date the aggregate  principal amount of all Revolving Loans outstanding
on such date.

      (b) SWINGLINE  LOANS.  The Borrower shall repay each Swingline Loan on the
earlier to occur of (i) demand by the Swingline Lender (which demand shall in no
event be earlier than the date that occurs seven Business Days after the date of
the borrowing of such Swingline Loan) and (ii) the Maturity Date.


<PAGE>

      (c)  TRANCHE  B TERM  LOAN.  The  Borrower  shall  repay  the  outstanding
principal amount of the Tranche B Term Loan in installments on the last Business
Day of each  month and in the  amounts  set  forth in the  table  below (as such
installments  may hereafter be adjusted as a result of prepayments made pursuant
to SECTION 2.05), unless accelerated sooner pursuant to SECTION 9.02:

                =============================================
               ||                           PRINCIPAL       ||
               ||    PAYMENT DATES    AMORTIZATION PAYMENT  ||
               ||-------------------------------------------||
               ||     March, 2004           $625,000        ||
               ||-------------------------------------------||
               ||     June, 2004            $625,000        ||
               ||-------------------------------------------||
               ||   September, 2004         $625,000        ||
               ||-------------------------------------------||
               ||   December, 2004          $625,000        ||
               ||-------------------------------------------||
               ||     March, 2005           $625,000        ||
               ||-------------------------------------------||
               ||     June, 2005            $625,000        ||
               ||-------------------------------------------||
               ||   September, 2005         $625,000        ||
               ||-------------------------------------------||
               ||   December, 2005          $625,000        ||
               ||-------------------------------------------||
               ||     March, 2006           $625,000        ||
               ||-------------------------------------------||
               ||     June, 2006            $625,000        ||
               ||-------------------------------------------||
               ||   September, 2006         $625,000        ||
               ||-------------------------------------------||
               ||   December, 2006          $625,000        ||
               ||-------------------------------------------||
               ||     March, 2007           $625,000        ||
               ||-------------------------------------------||
               ||     June, 2007            $625,000        ||
               ||-------------------------------------------||
               ||   September, 2007         $625,000        ||
               ||-------------------------------------------||
               ||   December, 2007          $625,000        ||
               ||-------------------------------------------||
               ||     March, 2008           $625,000        ||
               ||-------------------------------------------||
               ||     June, 2008            $625,000        ||
               ||-------------------------------------------||
               ||   September, 2008         $625,000        ||
               ||-------------------------------------------||
               ||   December, 2008          $625,000        ||
               ||-------------------------------------------||
               ||     March, 2009           $625,000        ||
               ||-------------------------------------------||
               ||     June, 2009            $625,000        ||
               ||-------------------------------------------||
               ||   September, 2009         $625,000        ||
               ||-------------------------------------------||
               ||   December, 2009          $625,000        ||
               ||-------------------------------------------||
               ||     March, 2010          $58,750,000      ||
               ||-------------------------------------------||
               ||     June, 2010           $58,750,000      ||
               ||-------------------------------------------||
               ||   September, 2010        $58,750,000      ||
               ||-------------------------------------------||
               ||    Maturity Date         $58,750,000      ||
                =============================================

      2.08  INTEREST.

      (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Loan shall bear interest on the  outstanding  principal  amount thereof for
each Interest  Period at a rate per annum equal to the sum of (A) the Eurodollar
Rate for such Interest Period PLUS (B) the Applicable  Rate; (ii) each Base Rate
Loan shall bear interest on the  outstanding  principal  amount thereof from the
applicable  borrowing  date at a rate per annum  equal to the Base Rate PLUS the
Applicable  Rate;  and (iii) each  Swingline  Loan shall  bear  interest  on the

<PAGE>

outstanding  principal  amount thereof from the  applicable  borrowing date at a
rate per annum equal to the Base Rate PLUS the Applicable Rate.

      (b) If any amount  payable by the Borrower  under any Loan Document is not
paid when due  (without  regard to any  applicable  grace  periods),  whether at
stated maturity, by acceleration or otherwise, such amount shall thereafter bear
interest  at a  fluctuating  interest  rate per annum at all times  equal to the
Default Rate to the fullest extent  permitted by applicable  Laws.  Furthermore,
upon the request of the Required Lenders, while any Event of Default exists, (i)
the  Borrower  shall pay  interest on the  principal  amount of all  outstanding
Obligations  hereunder  at a  fluctuating  interest  rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws and
(ii) all fees payable  pursuant to SECTION 2.03(I) and (J) shall accrue at a per
annum rate 2% greater than the rate which would otherwise be applicable. Accrued
and  unpaid  interest  on past  due  amounts  (including  interest  on past  due
interest) shall be due and payable upon demand.

      (c)  Interest  on each Loan  shall be due and  payable  in arrears on each
Interest  Payment  Date  applicable  thereto  and at such other  times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the  terms  hereof  before  and  after  judgment,   and  before  and  after  the
commencement of any proceeding under any Debtor Relief Law.

      2.09  FEES.

      In  addition  to certain  fees  described  in  subsections  (i) and (j) of
SECTION 2.03:

            (a)  COMMITMENT  FEE. The Borrower  shall pay to the  Administrative
      Agent for the account of each Revolving  Lender in accordance with its Pro
      Rata Share,  a commitment  fee equal to the product of (i) the  Applicable
      Rate TIMES (ii) the actual daily amount by which the  Aggregate  Revolving
      Commitments  exceed  the sum of (y) the  Outstanding  Amount of  Revolving
      Loans and (z) the Outstanding  Amount of L/C  Obligations.  The commitment
      fee shall accrue at all times during the Availability Period, including at
      any time during  which one or more of the  conditions  in ARTICLE V is not
      met,  and  shall  be due and  payable  quarterly  in  arrears  on the last
      Business Day of each March, June, September and December,  commencing with
      the first such date to occur after the Closing  Date,  and on the Maturity
      Date. The commitment fee shall be calculated  quarterly in arrears, and if
      there is any change in the Applicable Rate during any quarter,  the actual
      daily amount  shall be computed  and  multiplied  by the  Applicable  Rate
      separately for each period during such quarter that such  Applicable  Rate
      was in effect. For purposes of clarification, Swingline Loans shall not be
      considered  outstanding  for purposes of determining the unused portion of
      the Aggregate Revolving Commitments.

            (b) FEE LETTER. The Borrower shall pay to BAS and the Administrative
      Agent for their own  respective  accounts  fees in the  amounts and at the
      times  specified  in the Fee Letter.  Such fees shall be fully earned when
      paid and shall be non-refundable for any reason whatsoever.


<PAGE>

      2.10  COMPUTATION OF INTEREST AND FEES.

      All  computations  of  interest  for Base Rate Loans when the Base Rate is
determined  by Bank of  America's  "prime  rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed.  All other
computations  of fees and interest  shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest,  as applicable,
being paid than if  computed  on the basis of a 365-day  year).  Interest  shall
accrue on each Loan for the day on which the Loan is made,  and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid,  PROVIDED  that any Loan  that is repaid on the same day on which it is
made shall, subject to SECTION 2.12(A), bear interest for one day.

      2.11  EVIDENCE OF DEBT.

      (a) The Credit Extensions made by each Lender shall be evidenced by one or
more  accounts or records  maintained  by such Lender and by the  Administrative
Agent in the ordinary course of business.  The accounts or records maintained by
the  Administrative  Agent and each Lender shall be conclusive  absent  manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon.  Any failure to so record or any error in
doing so shall not,  however,  limit or otherwise  affect the  obligation of the
Borrower  hereunder to pay any amount owing with respect to the Obligations.  In
the event of any conflict  between the accounts  and records  maintained  by any
Lender and the  accounts and records of the  Administrative  Agent in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest  error.  Upon the request of any Lender made  through
the Administrative  Agent, the Borrower shall execute and deliver to such Lender
(through the Administrative  Agent) a promissory note, which shall evidence such
Lender's  Loans in addition to such  accounts or records.  Each such  promissory
note shall (i) in the case of Revolving Loans, be in the form of EXHIBIT 2.11(A)
(a "REVOLVING  NOTE"),  (ii) in the case of Swingline  Loans,  be in the form of
EXHIBIT 2.11(B) (a "SWINGLINE NOTE") and (iii) in the case of the Tranche B Term
Loan, be in the form of EXHIBIT  2.11(C) (a "TRANCHE B TERM NOTE").  Each Lender
may  attach  schedules  to its Note  and  endorse  thereon  the  date,  Type (if
applicable), amount and maturity of its Loans and payments with respect thereto.

      (b) In addition to the accounts and records referred to in subsection (a),
each Lender and the  Administrative  Agent shall maintain in accordance with its
usual  practice  accounts or records  evidencing the purchases and sales by such
Lender of  participations in Letters of Credit and Swingline Loans. In the event
of  any  conflict   between  the  accounts   and  records   maintained   by  the
Administrative  Agent and the  accounts  and records of any Lender in respect of
such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error.

      2.12  PAYMENTS GENERALLY.

      (a) All  payments  to be  made  by the  Borrower  shall  be  made  without
condition or deduction  for any  counterclaim,  defense,  recoupment  or setoff.
Except as  otherwise  expressly  provided  herein,  all payments by the Borrower
hereunder  shall be made to the  Administrative  Agent,  for the  account of the
respective Lenders to which such payment is owed, at the Administrative  Agent's
Office in Dollars and in immediately available funds not later than 2:00 p.m. on

<PAGE>

the date specified herein. The Administrative  Agent will promptly distribute to
each Lender its Pro Rata Share (or other applicable share as provided herein) of
such payment in like funds as received by wire transfer to such Lender's Lending
Office. All payments received by the Administrative  Agent after 2:00 p.m. shall
be  deemed  received  on the next  succeeding  Business  Day and any  applicable
interest or fee shall continue to accrue.

      (b) Subject to the definition of "Interest  Period",  if any payment to be
made by the Borrower shall come due on a day other than a Business Day,  payment
shall be made on the next  following  Business  Day, and such  extension of time
shall be reflected in computing interest or fees, as the case may be.

      (c) If at any time insufficient funds are received by and available to the
Administrative  Agent to pay fully all  amounts of  principal,  L/C  Borrowings,
interest  and fees then due  hereunder,  such funds  shall be applied (i) FIRST,
toward costs and expenses  (including  Attorney Costs and amounts  payable under
ARTICLE III) incurred by the Administrative  Agent and each Lender, (ii) SECOND,
toward  repayment of interest  and fees then due  hereunder,  ratably  among the
parties  entitled  thereto in  accordance  with the amounts of interest and fees
then due to such parties, and (iii) THIRD, toward repayment of principal and L/C
Borrowings  then due hereunder,  ratably among the parties  entitled  thereto in
accordance  with the amounts of principal  and L/C  Borrowings  then due to such
parties.

      (d) Unless the  Borrower  or any Lender has  notified  the  Administrative
Agent,  prior  to the  date  any  payment  is  required  to be made by it to the
Administrative  Agent hereunder,  that the Borrower or such Lender,  as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrower or such  Lender,  as the case may be, has timely made such  payment and
may (but shall not be so required  to), in reliance  thereon,  make  available a
corresponding  amount to the Person entitled thereto.  If and to the extent that
such  payment was not in fact made to the  Administrative  Agent in  immediately
available funds, then:

            (i) if the Borrower  failed to make such payment,  each Lender shall
      forthwith on demand repay to the Administrative  Agent the portion of such
      assumed  payment  that was made  available  to such Lender in  immediately
      available  funds,  together with  interest  thereon in respect of each day
      from and  including  the  date  such  amount  was  made  available  by the
      Administrative  Agent to such  Lender to the date such amount is repaid to
      the  Administrative  Agent in immediately  available  funds at the Federal
      Funds Rate from time to time in effect; and

            (ii) if any Lender  failed to make such  payment,  such Lender shall
      forthwith on demand pay to the Administrative  Agent the amount thereof in
      immediately available funds, together with interest thereon for the period
      from the date such amount was made available by the  Administrative  Agent
      to the Borrower to the date such amount is recovered by the Administrative
      Agent (the "COMPENSATION PERIOD") at a rate per annum equal to the Federal
      Funds Rate from time to time in effect. If such Lender pays such amount to
      the Administrative  Agent, then such amount shall constitute such Lender's
      Loan  included in the  applicable  Borrowing.  If such Lender does not pay
      such amount forthwith upon the Administrative Agent's demand therefor, the
      Administrative Agent may make a demand therefor upon the Borrower, and the
      Borrower shall pay such amount to the Administrative  Agent, together with
      interest thereon for the Compensation  Period at a rate per annum equal to

<PAGE>

      the rate of  interest  applicable  to the  applicable  Borrowing.  Nothing
      herein  shall be deemed to  relieve  any  Lender  from its  obligation  to
      fulfill its Commitment or to prejudice any rights which the Administrative
      Agent or the  Borrower  may have  against  any  Lender  as a result of any
      default by such Lender hereunder.

      A notice of the  Administrative  Agent to any Lender or the Borrower  with
      respect to any amount owing under this subsection (c) shall be conclusive,
      absent manifest error.

      (e) If any Lender makes  available to the  Administrative  Agent funds for
any Loan to be made by such Lender as provided in the  foregoing  provisions  of
this  ARTICLE II, and such funds are not made  available  to the Borrower by the
Administrative  Agent because the conditions to the applicable  Credit Extension
set forth in ARTICLE V are not satisfied or waived in accordance  with the terms
hereof,  the  Administrative  Agent  shall  return  such funds (in like funds as
received from such Lender) to such Lender, without interest.

      (f) The  obligations  of the Lenders  hereunder  to make Loans and to fund
participations  in Letters of Credit and  Swingline  Loans are  several  and not
joint.  The  failure  of any  Lender  to  make  any  Loan or to  fund  any  such
participation on any date required  hereunder shall not relieve any other Lender
of its  corresponding  obligation to do so on such date,  and no Lender shall be
responsible  for the failure of any other Lender to so make its Loan or purchase
its participation.

      (g) Nothing  herein  shall be deemed to obligate  any Lender to obtain the
funds  for any  Loan in any  particular  place  or  manner  or to  constitute  a
representation  by any Lender that it has  obtained or will obtain the funds for
any Loan in any particular place or manner.

      2.13  SHARING OF PAYMENTS.

      If, other than as expressly  provided  elsewhere herein,  any Lender shall
obtain  on  account  of the  Loans  made  by it,  or the  participations  in L/C
Obligations  or in  Swingline  Loans held by it (but not  including  any amounts
applied by the Swingline  Lender to outstanding  Swingline  Loans),  any payment
(whether voluntary,  involuntary,  through the exercise of any right of set-off,
or  otherwise)  in excess of its  ratable  share  (or other  share  contemplated
hereunder) thereof,  such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such  participations
in the Loans made by them and/or such subparticipations in the participations in
L/C Obligations or Swingline Loans held by them, as the case may be, as shall be
necessary to cause such purchasing Lender to share the excess payment in respect
of such Loans or such participations,  as the case may be, pro rata with each of
them;  PROVIDED,  HOWEVER,  that if all or any portion of such excess payment is
thereafter  recovered from the purchasing  Lender under any of the circumstances
described in SECTION 11.06 (including pursuant to any settlement entered into by
the purchasing Lender in its discretion),  such purchase shall to that extent be
rescinded  and each  other  Lender  shall  repay to the  purchasing  Lender  the
purchase  price paid  therefor,  together  with an amount  equal to such  paying
Lender's  ratable share  (according to the  proportion of (i) the amount of such
paying  Lender's  required  repayment to (ii) the total amount so recovered from
the  purchasing  Lender) of any  interest or other amount paid or payable by the
purchasing  Lender in respect of the total amount so recovered,  without further
interest  thereon.   The  Borrower  agrees  that  any  Lender  so  purchasing  a

<PAGE>

participation  from another Lender may, to the fullest extent  permitted by law,
exercise all its rights of payment (including the right of set-off,  but subject
to SECTION 11.09) with respect to such  participation as fully as if such Lender
were the direct  creditor of the  Borrower in the amount of such  participation.
The  Administrative  Agent will keep  records  (which  shall be  conclusive  and
binding in the absence of manifest error) of participations purchased under this
SECTION  2.13  and will in each  case  notify  the  Lenders  following  any such
purchases or repayments.  Each Lender that purchases a participation pursuant to
this SECTION 2.13 shall from and after such  purchase have the right to give all
notices,  requests,  demands,  directions  and other  communications  under this
Agreement with respect to the portion of the  Obligations  purchased to the same
extent  as  though  the  purchasing  Lender  were  the  original  owner  of  the
Obligations purchased.

      2.14  EXTENSION OF MATURITY DATE.

      (a) Not  earlier  than 90 days  prior to, nor later than 60 days prior to,
the  Maturity  Date  then in  effect,  the  Borrower  may,  upon  notice  to the
Administrative  Agent  (which  shall  promptly  notify the  Lenders),  request a
one-year extension of the Maturity Date of the Revolving Loans,  Swingline Loans
and Letters of Credit (and the related L/C Obligations)  then in effect.  Within
30 days of delivery of such notice,  each Lender shall notify the Administrative
Agent whether or not it consents to such  extension  (which consent may be given
or withheld  in such  Lender's  sole and  absolute  discretion).  Any Lender not
responding within the above time period shall be deemed not to have consented to
such extension.  The Administrative Agent shall promptly notify the Borrower and
the Lenders of the Lenders' responses.  If any Lender declines,  or is deemed to
have  declined,  to consent to such  extension,  the Borrower may cause any such
Lender to be replaced as a Lender pursuant to SECTION 11.16.

      (b) The Maturity Date of the Revolving Loans,  Swingline Loans and Letters
of Credit (and the related L/C  Obligations)  shall be extended  only if Lenders
that constitute at least the Required  Revolving  Lenders  (calculated  prior to
giving effect to any replacements of Lenders  permitted herein) (the "CONSENTING
LENDERS") have consented thereto. If so extended,  such Maturity Date, as to the
Consenting  Lenders,  shall be extended to the same date in the following  year,
effective as of the Maturity Date of the Revolving  Loans,  Swingline  Loans and
Letters  of Credit  (and the  related  L/C  Obligations)  then in  effect  (such
existing Maturity Date being the "EXTENSION  MATURITY DATE"). The Administrative
Agent and the Borrower shall promptly  confirm to the Lenders such extension and
the Extension  Maturity Date. As a condition  precedent to such  extension,  the
Borrower  shall deliver to the  Administrative  Agent a certificate of each Loan
Party dated as of the  Extension  Maturity Date (in  sufficient  copies for each
Lender)  signed by a Responsible  Officer of such Loan Party (i)  certifying and
attaching the resolutions  adopted by such Loan Party approving or consenting to
such extension and (ii) in the case of the Borrower, certifying that, before and
after giving effect to such extension,  (A) the  representations  and warranties
contained in ARTICLE VI and the other Loan Documents are true and correct in all
material respects on and as of the Extension Maturity Date, except to the extent
that such representations and warranties  specifically refer to an earlier date,
in which case they are true and  correct  as of such  earlier  date,  and (B) no
Default  exists.  On the Extension  Maturity Date, the Revolving  Commitments of
Lenders that have not consented to such  extension of the Maturity Date and have
not been replaced as provided herein shall automatically terminate. The Borrower
shall prepay any Revolving Loans outstanding on the Extension Maturity Date (and
pay any  additional  amounts  required  pursuant to SECTION  3.05) to the extent

<PAGE>

necessary to keep  outstanding  Revolving Loans ratable with any revised and new
Pro Rata Shares of all the Lenders  effective as of the Extension  Maturity Date
and  after  giving  effect  to  any  termination  of the  Revolving  Commitments
described above.

(c)  This  Section  shall  supersede  any  provisions  in  SECTION  11.01 to the
contrary.


                                   ARTICLE III

                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01  TAXES.

      (a) Subject to SECTION 11.15, any and all payments by any Loan Party to or
for the  account  of the  Administrative  Agent  or any  Lender  under  any Loan
Document  shall be made free and clear of and without  deduction for any and all
present or future taxes, duties, levies, imposts, deductions, assessments, fees,
withholdings  or similar  charges,  and all  liabilities  with respect  thereto,
EXCLUDING,  any and all Excluded  Taxes (all such  non-excluded  taxes,  duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities  being  hereinafter  referred to as "Taxes").  If any Loan Party
shall be  required by any Laws to deduct any Taxes from or in respect of any sum
payable  under any Loan  Document  to the  Administrative  Agent or any  Lender,
subject to SECTION 11.15, (i) the sum payable shall be increased as necessary so
that after making all required deductions  (including  deductions  applicable to
additional  sums payable under this SECTION  3.01),  each of the  Administrative
Agent and such Lender receives an amount equal to the sum it would have received
had no such  deductions  been  made,  (ii)  such  Loan  Party  shall  make  such
deductions,  (iii) such Loan Party  shall pay the full  amount  deducted  to the
relevant  taxation  authority or other  authority in accordance  with applicable
Laws,  and (iv)  within  thirty days after the date of such  payment,  such Loan
Party shall furnish to the Administrative Agent (which shall forward the same to
such Lender) the original or a certified  copy of a receipt  evidencing  payment
thereof.

      (b) In addition,  the Borrower agrees to pay any and all present or future
stamp,  court or  documentary  taxes and any other  excise or property  taxes or
charges or similar  levies  which  arise  from any  payment  made under any Loan
Document  or  from  the  execution,   delivery,   performance,   enforcement  or
registration  of, or otherwise  with respect to, any Loan Document  (hereinafter
referred to as "OTHER TAXES").

      (c)  Subject  to SECTION  11.15,  the  Borrower  agrees to  indemnify  the
Administrative  Agent and each Lender for (i) the full amount of Taxes and Other
Taxes   (including  any  Taxes  or  Other  Taxes  imposed  or  asserted  by  any
jurisdiction   on  amounts   payable  under  this  SECTION  3.01)  paid  by  the
Administrative Agent and such Lender and (ii) any liability (including additions
to tax,  penalties,  interest and  expenses)  arising  therefrom or with respect
thereto, in each case whether or not such Taxes or Other Taxes were correctly or
legally  imposed or asserted by the  relevant  Governmental  Authority.  Payment
under this  subsection  (c) shall be made within  thirty days after the date the
Lender or the Administrative Agent makes a demand therefor.

      (d) If the  Administrative  Agent or any  Lender  determines,  in its sole
discretion,  that it has  received  a refund of any  Taxes or Other  Taxes as to
which it has been  indemnified  by the  Borrower  or with  respect  to which the

<PAGE>

Borrower has paid additional  amounts pursuant to this Section,  it shall pay to
the Borrower an amount equal to such refund (but only to the extent of indemnity
payments  made, or additional  amounts paid, by the Borrower  under this Section
with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket  expenses of the Administrative  Agent or such Lender, as the case
may be, and without  interest  (other  than any  interest  paid by the  relevant
Governmental Authority with respect to such refund), PROVIDED that the Borrower,
upon the request of the Administrative Agent or such Lender, agrees to repay the
amount paid over to the Borrower (plus any penalties,  interest or other charges
imposed by the relevant  Governmental  Authority) to the Administrative Agent or
such  Lender  in the  event  that the  Administrative  Agent or such  Lender  is
required to repay such refund to such  Governmental  Authority.  This subsection
(d) shall not be construed to require the Administrative  Agent or any Lender to
make available its tax returns (or any other  information  relating to its taxes
that it deems confidential) to the Borrower or any other Person.

      3.02  ILLEGALITY.

      If any Lender  determines  that any Law has made it unlawful,  or that any
Governmental  Authority has asserted that it is unlawful,  for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to
determine or charge  interest  rates based upon the  Eurodollar  Rate,  then, on
notice thereof by such Lender to the Borrower through the Administrative  Agent,
any  obligation of such Lender to make or continue  Eurodollar  Rate Loans or to
convert Base Rate Loans to Eurodollar  Rate Loans shall be suspended  until such
Lender notifies the Administrative Agent and the Borrower that the circumstances
giving rise to such  determination no longer exist. Upon receipt of such notice,
the  Borrower  shall,  upon  demand  from  such  Lender  (with  a  copy  to  the
Administrative  Agent),  prepay or, if applicable,  convert all Eurodollar  Rate
Loans of such Lender to Base Rate Loans,  either on the last day of the Interest
Period  therefor,  if  such  Lender  may  lawfully  continue  to  maintain  such
Eurodollar  Rate  Loans to such day,  or  immediately,  if such  Lender  may not
lawfully  continue  to  maintain  such  Eurodollar  Rate  Loans.  Upon  any such
prepayment or conversion,  the Borrower  shall also pay accrued  interest on the
amount so prepaid or  converted.  Each  Lender  agrees to  designate a different
Lending Office if such  designation will avoid the need for such notice and will
not,  in the  good  faith  judgment  of such  Lender,  otherwise  be  materially
disadvantageous to such Lender.

      3.03  INABILITY TO DETERMINE RATES.

      If the  Administrative  Agent  determines that for any reason adequate and
reasonable  means do not exist for  determining the Eurodollar Base Rate for any
requested  Interest  Period with respect to a proposed  Eurodollar Rate Loan, or
that the Eurodollar Base Rate for any requested  Interest Period with respect to
a proposed  Eurodollar Rate Loan does not adequately and fairly reflect the cost
to the Lenders of funding  such Loan,  the  Administrative  Agent will  promptly
notify the Borrower and all Lenders.  Thereafter,  the obligation of the Lenders
to make  or  maintain  Eurodollar  Rate  Loans  shall  be  suspended  until  the
Administrative  Agent  revokes  such notice.  Upon  receipt of such notice,  the
Borrower  may  revoke  any  pending  request  for  a  Borrowing,  conversion  or
continuation  of Eurodollar  Rate Loans or, failing that, will be deemed to have
converted  such request into a request for a Borrowing of Base Rate Loans in the
amount specified therein.


<PAGE>

      3.04  INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY.

      (a) If any Lender  determines  that as a result of the  introduction of or
any change in or in the  interpretation of any Law, or such Lender's  compliance
therewith,  in each case after the date  hereof,  there shall be any increase in
the cost to such Lender of agreeing  to make or making,  funding or  maintaining
Eurodollar  Rate  Loans or (as the  case may be)  issuing  or  participating  in
Letters of Credit,  or a reduction in the amount  received or receivable by such
Lender in connection  with any of the foregoing  (excluding for purposes of this
subsection  (a) any such increased  costs or reduction in amount  resulting from
(i) Taxes or Other Taxes (as to which SECTION 3.01 shall  govern),  (ii) changes
in the basis of taxation of overall  net income or overall  gross  income by the
United States or any foreign jurisdiction or any political subdivision of either
thereof  under the Laws of which such  Lender is  organized  or has its  Lending
Office, or (iii) reserve requirements  utilized, as to Eurodollar Rate Loans, in
the  determination  of the  Eurodollar  Rate),  then from time to time within 10
Business  Days after  demand of such  Lender  (with a copy of such demand to the
Administrative  Agent),  the Borrower  shall pay to such Lender such  additional
amounts as will compensate such Lender for such increased cost or reduction.

      (b) If any Lender  determines  that the  introduction of any Law regarding
capital  adequacy or any change  therein or in the  interpretation  thereof,  or
compliance by such Lender (or its Lending Office) therewith,  in each case after
the date hereof, has the effect of reducing the rate of return on the capital of
such Lender or any corporation  controlling such Lender as a consequence of such
Lender's  obligations  hereunder  (taking into  consideration  its policies with
respect to capital adequacy and such Lender's  desired return on capital),  then
from time to time within 10 Business  Days after  demand of such Lender  (with a
copy of such demand to the Administrative Agent), the Borrower shall pay to such
Lender  such  additional  amounts  as  will  compensate  such  Lender  for  such
reduction.

      3.05  FUNDING LOSSES.

      Upon demand of any Lender (with a copy to the  Administrative  Agent) from
time to time, the Borrower shall  promptly  compensate  such Lender for and hold
such Lender harmless from any loss,  cost or expense  incurred by it as a result
of:

            (a) any  continuation,  conversion,  payment  or  prepayment  of any
      Eurodollar  Rate  Loan on a day  other  than the last day of the  Interest
      Period for such Loan (whether voluntary,  mandatory,  automatic, by reason
      of acceleration, or otherwise);

            (b) any failure by the Borrower (for a reason other than the failure
      of such Lender to make a Loan) to prepay, borrow,  continue or convert any
      Eurodollar  Rate  Loan  on the  date  or in  the  amount  notified  by the
      Borrower; or

            (c) any assignment of a Eurodollar Rate Loan on a day other than the
      last day of the Interest  Period  therefor as a result of a request by the
      Borrower pursuant to SECTION 11.16;

excluding  any loss of  anticipated  profits but  including  any loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain

<PAGE>

such Loan or from fees payable to terminate  the deposits  from which such funds
were  obtained.  The  Borrower  shall  also  pay any  reasonable  and  customary
administrative fees charged by such Lender in connection with the foregoing.

      For purposes of calculating amounts payable by the Borrower to the Lenders
under  this  SECTION  3.05,  each  Lender  shall be deemed to have  funded  each
Eurodollar  Rate Loan made by it at the Eurodollar Base Rate used in determining
the Eurodollar  Rate for such Loan by a matching  deposit or other  borrowing in
the  London  interbank  eurodollar  market  for a  comparable  amount  and for a
comparable  period,  whether  or not such  Eurodollar  Rate  Loan was in fact so
funded.

      3.06  MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION.

      (a) A  certificate  of the  Administrative  Agent or any  Lender  claiming
compensation  under this ARTICLE III and setting forth the additional  amount or
amounts  to be  paid  to  it  hereunder  and  reasonably  detailed  calculations
demonstrating  how such  amounts  were  determined  shall be  conclusive  in the
absence of manifest error. In determining such amount, the Administrative  Agent
or such Lender may use any reasonable averaging and attribution methods.

      (b) Upon any Lender's making a claim for  compensation  under SECTION 3.01
or 3.04, the Borrower may replace such Lender in accordance with SECTION 11.16.

      (c) Each  Lender  hereby  agrees to use its best  efforts  to  notify  the
Borrower of the  occurrence  of any event  referred to in SECTION 3.04  promptly
after  becoming aware of the  occurrence  thereof.  The failure of any Lender to
provide such notice or to make demand for payment  under  SECTION 3.04 shall not
constitute  a  waiver  of  such  Lender's  rights  thereunder;   PROVIDED  that,
notwithstanding  any provision to the contrary  contained in SECTION  3.04,  the
Borrower  shall not be required to reimburse any Lender for any amounts or costs
incurred  under  SECTION  3.04  more  than 180 days  prior to the date that such
Lender notifies the Borrower in writing thereof, in each case unless, and to the
extent  that,  any such  amounts  or  costs  so  incurred  shall  relate  to the
retroactive  application of any event  notified to the Borrower  within 180 days
after such  Lender  became  aware  thereof  which  entitles  such Lender to such
compensation.  If any  Lender  shall  subsequently  determine  that  any  amount
demanded and collected under SECTION 3.04 was done so in error, such Lender will
promptly return such amount to the Borrower.

      (d) If any Lender  requests  compensation  under SECTION 3.04, or requires
the  Borrower  to pay any  additional  amount to any Lender or any  Governmental
Authority  for the  account of any Lender  pursuant to Section  3.01,  then such
Lender shall use reasonable  efforts to designate a different Lending Office for
funding or booking its Loans  hereunder or to assign its rights and  obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender,  such  designation or assignment  (i) would  eliminate or reduce
amounts  payable  pursuant to SECTION  3.01 or 3.04,  as the case may be, in the
future and (ii) would not subject such Lender to any material  unreimbursed cost
or expense and would not otherwise be materially disadvantageous to such Lender.
The Borrower hereby agrees to pay all reasonable costs and expenses  incurred by
any Lender in connection with any such designation or assignment.


<PAGE>

      3.07  SURVIVAL.

      All of the  Borrower's  obligations  under this ARTICLE III shall  survive
termination of the Aggregate  Revolving  Commitments  and repayment of all other
Obligations hereunder.


                                   ARTICLE IV

                                    GUARANTY

      4.01  THE GUARANTY.

      Each of the  Guarantors  hereby  jointly and severally  guarantees to each
Lender,  each  Affiliate of a Lender that enters into a Swap  Contract  with the
Borrower,  and the  Administrative  Agent as  hereinafter  provided,  as primary
obligor and not as surety,  the prompt  payment of the  Obligations in full when
due (whether at stated maturity, as a mandatory prepayment, by acceleration,  as
a mandatory cash collateralization or otherwise) strictly in accordance with the
terms  thereof.  The  Guarantors  hereby  further  agree  that  if  any  of  the
Obligations  are not paid in full when due  (whether  at stated  maturity,  as a
mandatory prepayment, by acceleration,  as a mandatory cash collateralization or
otherwise),  the Guarantors will, jointly and severally,  promptly pay the same,
without any demand or notice  whatsoever,  and that in the case of any extension
of time of  payment  or  renewal  of any of the  Obligations,  the same  will be
promptly  paid in full when due  (whether at extended  maturity,  as a mandatory
prepayment, by acceleration, as a mandatory cash collateralization or otherwise)
in accordance with the terms of such extension or renewal.

      Notwithstanding  any provision to the contrary  contained herein or in any
other of the Loan  Documents  or Swap  Contracts,  (a) the  obligations  of each
Guarantor  under this Agreement and the other Loan Documents shall be limited to
an  aggregate  amount  equal to the  largest  amount  that would not render such
obligations  subject to avoidance under the Debtor Relief Laws or any comparable
provisions  of any  applicable  state law, (b) prior to the time,  if any,  that
Denver  becomes a Wholly  Owned  Subsidiary,  the  liability  of Denver  and its
Subsidiaries  pursuant to this ARTICLE IV (and the Pledge  Agreement) on any day
shall be limited to the unpaid principal amount of the Master  Intercompany Note
on, and accrued and unpaid interest and fees thereunder as of, such day, (c) the
liability of Los Angeles Daily News pursuant to this ARTICLE IV shall be limited
to the maximum amount  permitted under the Greenco Option Agreement as in effect
on the  Closing  Date and (d) prior to the  time,  if any,  that the  California
Partnership,  the York JOA, MNG/Power One Media Holding Company,  Inc., the Salt
Lake JOA or any of their respective Subsidiaries (including Persons which become
Subsidiaries after the Closing Date pursuant to a Permitted  Investment) becomes
a Wholly Owned Subsidiary, such Person shall not be required to Guarantee all or
any portion of the Obligations.

      Upon the  contribution  of  assets  by K-T to the New Salt  Lake JOA (or a
Subsidiary  thereof)  in  accordance  with the terms of  SECTION  8.06(B) or the
contribution of all or  substantially  all of the Capital Stock or assets of Los
Angeles  Daily  News  or  Long  Beach  Publishing   Company  to  the  California
Partnership  (or a Subsidiary  thereof) in accordance  with the terms of SECTION
8.06(C),  the  Administrative  Agent  shall  deliver to the  Borrower,  upon the
Borrower's  request and at the  Borrower's  expense,  such  documentation  as is
reasonably  necessary  to  evidence  the release of the  Administrative  Agent's
security interest,  if any, in such assets or Capital Stock (including,  without

<PAGE>

limitation,  amendments or terminations of UCC financing statements, if any, the
return of stock certificates,  if any) and the release of K-T, Los Angeles Daily
News  or  Long  Beach  Publishing  Company,  as  applicable,  from  all  of  its
obligations under this ARTICLE IV and the Pledge Agreement.

      4.02  OBLIGATIONS UNCONDITIONAL.

      The  obligations  of the  Guarantors  under  SECTION  4.01 are  joint  and
several,  absolute and  unconditional,  irrespective of the value,  genuineness,
validity,  regularity  or  enforceability  of any of the Loan  Documents or Swap
Contracts,  or any other  agreement or  instrument  referred to therein,  or any
substitution,  release,  impairment  or  exchange of any other  guarantee  of or
security for any of the  Obligations,  and, to the fullest  extent  permitted by
applicable law,  irrespective of any other  circumstance  whatsoever which might
otherwise  constitute a legal or  equitable  discharge or defense of a surety or
guarantor,  it being the intent of this SECTION 4.02 that the obligations of the
Guarantors  hereunder  shall be  absolute  and  unconditional  under any and all
circumstances.  Each Guarantor agrees that such Guarantor shall have no right of
subrogation,  indemnity,  reimbursement or contribution  against the Borrower or
any other  Guarantor  for amounts  paid under this ARTICLE IV until such time as
the  Obligations  have been paid in full and the  Commitments  have  expired  or
terminated. Without limiting the generality of the foregoing, it is agreed that,
to the fullest extent permitted by law, the occurrence of any one or more of the
following  shall not alter or impair the liability of any  Guarantor  hereunder,
which shall remain absolute and unconditional as described above:

            (a) at any  time  or  from  time  to  time,  without  notice  to any
      Guarantor,  the time for any  performance of or compliance with any of the
      Obligations shall be extended,  or such performance or compliance shall be
      waived;

            (b) any of the acts mentioned in any of the provisions of any of the
      Loan Documents,  any Swap Contract  between any Loan Party and any Lender,
      or any  Affiliate  of a  Lender,  or any  other  agreement  or  instrument
      referred to in the Loan Documents or such Swap Contracts  shall be done or
      omitted;

            (c) the maturity of any of the Obligations shall be accelerated,  or
      any of the Obligations  shall be modified,  supplemented or amended in any
      respect,  or any right under any of the Loan Documents,  any Swap Contract
      between any Loan Party and any Lender,  or any  Affiliate of a Lender,  or
      any other  agreement or  instrument  referred to in the Loan  Documents or
      such Swap Contracts  shall be waived or any other  guarantee of any of the
      Obligations  or any  security  therefor  shall be  released,  impaired  or
      exchanged in whole or in part or otherwise dealt with;

            (d) any Lien granted to, or in favor of, the Administrative Agent or
      any Lender or Lenders as security for any of the Obligations shall fail to
      attach or be perfected; or

            (e)  any of the  Obligations  shall  be  determined  to be  void  or
      voidable (including,  without limitation,  for the benefit of any creditor
      of any  Guarantor)  or shall be  subordinated  to the claims of any Person
      (including, without limitation, any creditor of any Guarantor).


<PAGE>

      With respect to its obligations hereunder, each Guarantor hereby expressly
waives  diligence,  presentment,  demand of  payment,  protest  and all  notices
whatsoever,  and any  requirement  that the  Administrative  Agent or any Lender
exhaust any right,  power or remedy or proceed  against any Person  under any of
the Loan Documents,  any Swap Contract between any Loan Party and any Lender, or
any Affiliate of a Lender,  or any other agreement or instrument  referred to in
the Loan Documents or such Swap Contracts, or against any other Person under any
other guarantee of, or security for, any of the Obligations.

      4.03  REINSTATEMENT.

      The  obligations  of  the  Guarantors  under  this  ARTICLE  IV  shall  be
automatically reinstated if and to the extent that for any reason any payment by
or on behalf of any Loan Party in respect of the  Obligations  is  rescinded  or
must be otherwise restored by any holder of any of the Obligations, whether as a
result of any proceedings in bankruptcy or reorganization or otherwise, and each
Guarantor agrees that it will indemnify the Administrative Agent and each Lender
on demand for all reasonable costs and expenses (including,  without limitation,
Attorney  Costs)  incurred  by  the  Administrative  Agent  or  such  Lender  in
connection  with such  rescission or  restoration,  including any such costs and
expenses  incurred in  defending  against any claim  alleging  that such payment
constituted  a  preference,  fraudulent  transfer or similar  payment  under any
bankruptcy, insolvency or similar law.

      4.04  CERTAIN ADDITIONAL WAIVERS.

      Without limiting the generality of the provisions of this ARTICLE IV, each
Guarantor hereby specifically waives the benefits of N.C. Gen. Stat. ss.ss. 26-7
through 26-9, inclusive, to the extent applicable. Each Guarantor further agrees
that  such  Guarantor  shall  have no  right of  recourse  to  security  for the
Obligations,  except through the exercise of rights of  subrogation  pursuant to
SECTION  4.02 and through the  exercise  of rights of  contribution  pursuant to
SECTION 4.06.

      4.05  REMEDIES.

      The  Guarantors  agree that,  to the fullest  extent  permitted by law, as
between the Guarantors,  on the one hand, and the  Administrative  Agent and the
Lenders,  on the other hand, the Obligations may be declared to be forthwith due
and  payable as  provided  in SECTION  9.02 (and shall be deemed to have  become
automatically  due and payable in the  circumstances  provided  in said  SECTION
9.02) for purposes of SECTION 4.01 notwithstanding any stay, injunction or other
prohibition  preventing such  declaration  (or preventing the  Obligations  from
becoming automatically due and payable) as against any other Person and that, in
the event of such  declaration (or the  Obligations  being deemed to have become
automatically due and payable),  the Obligations (whether or not due and payable
by any other Person) shall  forthwith  become due and payable by the  Guarantors
for purposes of SECTION 4.01.  The Guarantors  acknowledge  and agree that their
obligations hereunder are secured in accordance with the terms of the Collateral
Documents  and that the  Lenders  may  exercise  their  remedies  thereunder  in
accordance with the terms thereof.

      4.06  RIGHTS OF CONTRIBUTION.

      The Guarantors  agree among  themselves  that, in connection with payments
made hereunder,  each Guarantor shall have contribution rights against the other

<PAGE>

Guarantors as permitted under applicable law. Such contribution  rights shall be
subordinate  and  subject  in  right  of  payment  to the  obligations  of  such
Guarantors  under the Loan Documents and no Guarantor shall exercise such rights
of contribution until all Obligations have been paid in full and the Commitments
have terminated.

      4.07  GUARANTEE OF PAYMENT; CONTINUING GUARANTEE.

      The  guarantee  in this  ARTICLE  IV is a guaranty  of payment  and not of
collection,  is a  continuing  guarantee,  and  shall  apply to all  Obligations
whenever arising.


                                    ARTICLE V

                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

      5.01  CONDITIONS OF INITIAL CREDIT EXTENSION.

      The  obligation  of each  Lender  to make  its  initial  Credit  Extension
hereunder is subject to satisfaction of the following conditions precedent:

            (a) LOAN DOCUMENTS.  Receipt by the Administrative Agent of executed
      counterparts of this Agreement and the other Loan Documents, each properly
      executed by a  Responsible  Officer of the signing  Loan Party and, in the
      case of this Agreement, by each Lender.

            (b)  OPINIONS OF  COUNSEL.  Receipt by the  Administrative  Agent of
      favorable opinions of legal counsel to the Loan Parties,  addressed to the
      Administrative Agent and each Lender, dated as of the Closing Date, and in
      form and substance satisfactory to the Administrative Agent.

            (c) NO MATERIAL  ADVERSE  CHANGE.  There  shall not have  occurred a
      material  adverse  change  since June 30,  2003 in the  business,  assets,
      liabilities (actual or contingent),  operations,  condition  (financial or
      otherwise)  or prospects of the Borrower and its  Subsidiaries  taken as a
      whole.

            (d)   LITIGATION.   There   shall  not  exist  any   action,   suit,
      investigation or proceeding  pending or, to the knowledge of the Borrower,
      threatened in any court or before an arbitrator or Governmental  Authority
      that could reasonably be expected to have a Material Adverse Effect.

            (e)  ORGANIZATION  DOCUMENTS,   RESOLUTIONS,  ETC.  Receipt  by  the
      Administrative Agent of the following, each of which shall be originals or
      facsimiles  (followed  promptly  by  originals),  in  form  and  substance
      satisfactory to the Administrative Agent and its legal counsel:

                  (i) copies of the  Organization  Documents  of each Loan Party
            certified  to be  true  and  complete  as of a  recent  date  by the
            appropriate   Governmental   Authority   of  the   state   or  other
            jurisdiction of its incorporation or organization, where applicable,

<PAGE>

            and  certified by a secretary  or  assistant  secretary of such Loan
            Party to be true and correct as of the Closing Date;

                  (ii)  such   certificates  of  resolutions  or  other  action,
            incumbency  certificates  and/or other  certificates  of Responsible
            Officers of each Loan Party as the Administrative  Agent may require
            evidencing the identity,  authority and capacity of each Responsible
            Officer  thereof  authorized  to act  as a  Responsible  Officer  in
            connection with this Agreement and the other Loan Documents to which
            such Loan Party is a party; and

                  (iii) such documents and  certifications as the Administrative
            Agent may  reasonably  require to  evidence  that each Loan Party is
            duly organized or formed, and is validly existing,  in good standing
            and qualified to engage in business in its state of  organization or
            formation,  the state of its  principal  place of business  and each
            other  jurisdiction  where  its  ownership,  lease or  operation  of
            properties   or  the   conduct  of  its   business   requires   such
            qualification,  except to the extent that failure to do so could not
            reasonably be expected to have a Material Adverse Effect.

            (f) PERFECTION AND PRIORITY OF LIENS.  Receipt by the Administrative
      Agent of the following:

                  (i)  searches  of  Uniform  Commercial  Code  filings  in  the
            jurisdiction  of formation of each Loan Party,  the  jurisdiction of
            the chief executive office of each Loan Party and each  jurisdiction
            where any  Collateral  is located or where a filing would need to be
            made  in  order  to  perfect  the  Administrative  Agent's  security
            interest in the  Collateral,  copies of the financing  statements on
            file in such  jurisdictions  and evidence  that no Liens exist other
            than Permitted Liens; and

                  (ii) all  certificates  evidencing  any  certificated  Capital
            Stock  pledged to the  Administrative  Agent  pursuant to the Pledge
            Agreement,  together  with duly  executed  in blank,  undated  stock
            powers attached thereto.

            (g) CLOSING  CERTIFICATE.  Receipt by the Administrative  Agent of a
      certificate  signed by a  Responsible  Officer of the Borrower  certifying
      that the  conditions  specified  in SECTIONS  5.01(C) and (D) and SECTIONS
      5.02(A), (B) and (C) have been satisfied.

            (h) SUBORDINATED DEBT. The Administrative  Agent shall have received
      a copy,  certified  by a  Responsible  Officer of the Borrower as true and
      complete,  of the 2003  Indenture as  originally  executed and  delivered,
      together with all exhibits and schedules thereto. The Administrative Agent
      shall be satisfied that all of the  Obligations  constitute  "Senior Debt"
      and "Designated  Senior Debt" within the meaning and pursuant to the terms
      of the 1999 Indenture and the 2003 Indenture.

            (i) EXISTING CREDIT AGREEMENT.  The Administrative  Agent shall have
      received   evidence,   in  form   and   substance   satisfactory   to  the
      Administrative  Agent,  that certain Credit  Agreement dated as of May 12,
      1999 (as amended and  restated as of January 2, 2001) among the  Borrower,
      the guarantors  party  thereto,  the lenders party thereto and The Bank of

<PAGE>

      New York,  as  administrative  agent,  has been or  concurrently  with the
      Closing  Date is  being  terminated  and all  Liens  securing  obligations
      thereunder  have  been or  concurrently  with the  Closing  Date are being
      released.

            (j) FEES. Receipt by the Administrative Agent and the Lenders of any
      fees required to be paid on or before the Closing Date.

            (k) ATTORNEY COSTS.  Unless waived by the Administrative  Agent, the
      Borrower shall have paid all Attorney Costs of the Administrative Agent to
      the extent  invoiced prior to or on the Closing Date, plus such additional
      amounts of Attorney Costs as shall  constitute its reasonable  estimate of
      Attorney  Costs  incurred  or to be  incurred  by it through  the  closing
      proceedings  (provided that such estimate shall not thereafter  preclude a
      final  settling of accounts  between the Borrower  and the  Administrative
      Agent).

            (l) OTHER.  Receipt by the  Administrative  Agent and the Lenders of
      such  other   documents,   instruments,   agreements  and  information  as
      reasonably requested by the Administrative Agent or any Lender, including,
      but not limited to, information  regarding  litigation,  tax,  accounting,
      labor, insurance, pension liabilities (actual or contingent),  real estate
      leases,   material   contracts,   debt  agreements,   property  ownership,
      environmental  matters,  contingent  liabilities  and  management  of  the
      Borrower and its Subsidiaries;  such information may include, if requested
      by the Administrative Agent, asset appraisal reports and written audits of
      accounts receivable, inventory, payables, controls and systems.

      5.02  CONDITIONS TO ALL CREDIT EXTENSIONS.

      The obligation of each Lender to honor any Request for Credit Extension is
subject to the following conditions precedent:

            (a) The  representations  and  warranties  of the  Borrower and each
      other Loan Party  contained in ARTICLE VI or any other Loan  Document,  or
      which are  contained  in any  document  furnished  at any time under or in
      connection  herewith  or  therewith,  shall  be true  and  correct  in all
      material respects on and as of the date of such Credit  Extension,  except
      to the extent that such representations and warranties  specifically refer
      to an earlier  date,  in which  case they shall be true and  correct as of
      such earlier date,  and except that for purposes of this SECTION 5.02, the
      representations and warranties contained in subsection (b) of SECTION 6.16
      shall be deemed to refer to the most recent statements  furnished pursuant
      to clauses (a) and (b), respectively, of SECTION 7.01.

            (b) No Default  shall  exist,  or would  result  from such  proposed
      Credit Extension.

            (c) There shall not have been commenced  against the Borrower or any
      Subsidiary an involuntary case under any applicable Debtor Relief Law, now
      or hereafter in effect,  or any case,  proceeding  or other action for the
      appointment of a receiver,  liquidator,  assignee,  custodian,  trustee or
      sequestrator  (or similar  official) of such Person or for any substantial

<PAGE>

      part of its Property or for the winding up or  liquidation of its affairs,
      and such involuntary case or other case,  proceeding or other action shall
      remain undismissed.

            (d) The Administrative Agent and, if applicable,  the applicable L/C
      Issuer or the  Swingline  Lender shall have  received a Request for Credit
      Extension in accordance with the requirements hereof.

      Each  Request for Credit  Extension  submitted  by the  Borrower  shall be
deemed to be a  representation  and warranty  that the  conditions  specified in
SECTIONS  5.02(A),  (B) and (C) have been satisfied on and as of the date of the
applicable Credit Extension.


                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      The Borrower  represents and warrants to the Administrative  Agent and the
      Lenders that:

      6.01  ORGANIZATION; POWER; QUALIFICATION.

      The Borrower and each Restricted  Subsidiary are duly  organized,  validly
existing and in good standing under the laws of their  respective  jurisdictions
of incorporation or organization, have the organizational power and authority to
own their respective  properties and to carry on their respective  businesses as
now being and hereafter  proposed to be conducted and are duly  qualified and in
good standing,  and are authorized to do business, in all jurisdictions in which
the character of their  respective  properties or the nature of their respective
businesses   requires   such   qualification   or   authorization,   except  for
qualifications and authorizations the lack of which, singly or in the aggregate,
has not had and will not have a Material Adverse Effect.

      6.02  SUBSIDIARIES.

      SCHEDULE 6.02 sets forth, as of the Closing Date, all of the Subsidiaries,
their  jurisdictions  of organization and the percentages of the various classes
of their Capital Stock owned by the Borrower or another  Restricted  Subsidiary.
As of the Closing Date, all such Subsidiaries are Restricted  Subsidiaries.  The
Borrower  or  another  Restricted  Subsidiary,  as the  case  may  be,  has  the
unrestricted  right to vote  (except as may be provided in the Pledge  Agreement
and the Denver Acquisition  Documents),  and (subject to limitations  imposed by
applicable Laws and except as provided in the Denver  Acquisition  Documents) to
receive  dividends and distributions on, all Capital Stock indicated on SCHEDULE
6.02 as owned by the Borrower or such  Restricted  Subsidiary.  All such Capital
Stock has been duly authorized and issued and is fully paid and nonassessable.

      6.03  AUTHORIZATION;  ENFORCEABILITY;  REQUIRED  CONSENTS;  ABSENCE  OF
CONFLICTS.

      Each  Loan  Party  has the  power,  and has  taken  all  necessary  action
(including, if a corporation, any necessary stockholder action) to authorize it,
to execute,  deliver and perform in accordance with their  respective  terms the
Loan  Documents  to which it is a party  and,  in the case of the  Borrower,  to
obtain Credit  Extensions  hereunder.  This  Agreement has been, and each of the

<PAGE>

other Loan  Documents  to which a Loan Party is a party  when  delivered  to the
Administrative  Agent will have been,  duly  executed and delivered by each Loan
Party that is a party  thereto  and is, or when so  delivered  will be, a legal,
valid and binding obligation of such Loan Party,  enforceable  against such Loan
Party in accordance with its terms,  except as enforceability  may be limited by
applicable Debtor Relief Laws and by equitable principles  regardless of whether
considered  in a  proceeding  in equity or at law. The  execution,  delivery and
performance in accordance with their respective terms by the Loan Parties of the
Loan Documents to which they are parties,  and each Credit Extension  hereunder,
do not and (absent any change in any  applicable  Laws or  applicable  Contract)
will not (a) require any Governmental Approval or any other consent or approval,
including  any consent or approval of the  stockholders  of the  Borrower or any
Restricted Subsidiary,  other than Governmental Approvals and other consents and
approvals that have been obtained, are final and not subject to review on appeal
or to  collateral  attack,  are in full force and effect and, in the case of any
such  Governmental  Approval  or other  consent or approval  required  under any
applicable  Law or  Contract  as in effect on the  Closing  Date,  are listed on
SCHEDULE  6.03 and other than  Governmental  Approvals  and other  consents  and
approvals the failure of which to obtain,  singly or in the  aggregate,  has not
had and will not have a Material Adverse Effect, or (b) violate,  conflict with,
result in a breach of,  constitute a default under,  or result in or require the
creation of any Lien (other than Liens securing the Obligations) upon any assets
of the Borrower or any Restricted  Subsidiary  under,  (i) any Contract to which
the Borrower or any Restricted Subsidiary is a party or by which the Borrower or
any Restricted  Subsidiary or any of their respective properties may be bound or
(ii) any  applicable  Law, in each case other than such  violations,  conflicts,
breaches,  defaults and Liens that, singly or in the aggregate, have not had and
will not have a Material Adverse Effect.

      6.04  TAXES.

      The Borrower and each  Restricted  Subsidiary  have (a) filed all material
tax returns required to have been filed by it under applicable Law, (b) paid all
taxes that are due and payable by it or have been assessed against it except for
taxes the failure of which to have paid does not contravene  SECTION  7.02(A)(V)
and (c) to the extent  required  by GAAP,  reserved  against  all taxes that are
payable by it but are not yet due or that are due and payable by it or have been
assessed against it but have not yet been paid. Other than Permitted Tax Sharing
Agreements,  there are in effect  no tax  sharing,  tax  allocation  or  similar
agreements  to which the  Borrower or any of its  Restricted  Subsidiaries  is a
signatory providing for the manner in which tax payments owing by members of the
affiliated  group of which the  Borrower  is the  "common  parent"  (within  the
meaning of Section 1504 of the  Internal  Revenue  Code)  (whether in respect of
federal or state income or other taxes) are allocated  among the members of such
group.

      6.05  LITIGATION.

      Except  as set forth on  SCHEDULE  6.05,  there  are not,  in any court or
before  any  arbitrator  of  any  kind  or  before  or by  any  governmental  or
non-governmental  body,  any actions,  suits or  proceedings  pending or, to the
knowledge of the Borrower, threatened (nor, to the knowledge of the Borrower, is
there any basis  therefor)  against or in any other way relating to or affecting
(a)  the  Borrower  or any  Restricted  Subsidiary  or any of  their  respective
businesses or  properties,  (b) any Loan Document or (c) the  Collateral,  that,
singly  or in the  aggregate,  would be  reasonably  likely  to have a  Material
Adverse Effect.


<PAGE>

      6.06  BURDENSOME PROVISIONS.

      Neither the Borrower nor any Restricted  Subsidiary is a party to or bound
by any Contract or  applicable  Law,  compliance  with which would be reasonably
likely to have a Material Adverse Effect.

      6.07  NO ADVERSE CHANGE OR EVENT.

      Since  June 30,  2003,  no change in the  business,  assets,  liabilities,
financial condition, results of operations or business prospects of the Borrower
or any Restricted  Subsidiary has occurred,  and no event has occurred or failed
to occur, that has had or would be reasonably likely to have, either alone or in
conjunction with all other such changes, events and failures, a Material Adverse
Effect.  Such an adverse  change may have  occurred,  and such an event may have
occurred or failed to occur,  at any particular  time  notwithstanding  the fact
that at such time no Default shall have occurred and be continuing.

      6.08  ADDITIONAL ADVERSE FACTS.

      Except for facts and circumstances  disclosed on SCHEDULE 6.05 or SCHEDULE
6.08 or in the notes to the financial statements referred to in SECTION 6.16(A),
no  fact  or   circumstance   is  known  to  the  Borrower  and  its  Restricted
Subsidiaries,  as of the Closing Date, that, either alone or in conjunction with
all other such facts and circumstances, has had or would be reasonably likely to
have (so far as the  Borrower  and its  Restricted  Subsidiaries  can foresee) a
Material Adverse Effect.  If a fact or circumstance  disclosed on such Schedules
or in such notes  should in the  future  have a Material  Adverse  Effect,  such
Material  Adverse  Effect  shall be a change or event  subject to  SECTION  6.07
notwithstanding such disclosure.

      6.09  INVESTMENT COMPANY ACT.

      Neither the  Borrower  nor any  Restricted  Subsidiary  is an  "investment
company"  or a  Person  "controlled"  by a Person  required  to  register  as an
"investment company", within the meaning of the Investment Company Act of 1940.

      6.10  SUBSTANCE RELEASE AND DISPOSAL.

      Except  as  disclosed  on  SCHEDULE  6.10,  to the best of the  Borrower's
knowledge,  (a) there have been no releases or disposals  of  hazardous  wastes,
environmental  contaminants or other substances in quantities or locations that,
singly  or in the  aggregate,  would  be  reasonably  likely  to  result  in the
incurrence  by the Borrower or any of its  Restricted  Subsidiaries  of remedial
obligations  under  applicable  Law that  would be  reasonably  likely to have a
Material Adverse Effect,  and (b) neither the Borrower nor any of its Restricted
Subsidiaries  has received any notice or order from any  Governmental  Authority
advising it that it has or may have any remedial  obligation with respect to any
such releases or disposals or that it is or may be responsible  for the costs of
any remedial  action  taken or to be taken by any other  Persons with respect to
any such releases or  disposals,  which  obligation  or cost, if fully  payable,
would,  singly or in the  aggregate,  be  reasonably  likely to have a  Material
Adverse Effect.


<PAGE>

      6.11  SENIOR OBLIGATIONS.

      The  Obligations  constitute  "Senior Debt" and  "Designated  Senior Debt"
within the meaning and  pursuant  to the terms of the 1999  Indenture,  the 2003
Indenture and each Contract evidencing or governing any other Subordinated Debt.
No Indebtedness other than the Obligations  constitutes "Designated Senior Debt"
within the meaning and  pursuant  to the terms of the 1999  Indenture,  the 2003
Indenture or any Contract evidencing or governing any other Subordinated Debt.

      6.12  SOLVENCY.

      The Loan Parties are Solvent on a consolidated basis.

      6.13  PERFECTION OF SECURITY INTERESTS IN THE COLLATERAL.

      The Collateral Documents create valid security interests in, and Liens on,
the Collateral  purported to be covered  thereby,  which security  interests and
Liens are currently  perfected  security interests and Liens, prior to all other
Liens other than Permitted Liens.

      6.14  CHIEF EXECUTIVE OFFICE, ETC.

      Set forth on SCHEDULE  6.14(A) is the chief  executive  office,  tax payer
identification number and organizational  identification number (if any) of each
Loan  Party  as of  the  Closing  Date.  The  exact  legal  name  and  state  of
organization  of each Loan Party as of the  Closing  Date is as set forth on the
signature pages hereto.  Except as set forth on SCHEDULE 6.14(B),  no Loan Party
has during the five years preceding the Closing Date (i) changed its legal name,
(ii)  changed  its  state  of  formation,  or  (iii)  been  party  to a  merger,
consolidation or other change in organizational structure.

      6.15  TAX SHELTER REGULATIONS.

      The Borrower  does not intend to treat the Loans and/or  Letters of Credit
and related transactions as being a "reportable transaction" (within the meaning
of Treasury Regulation section 1.6011-4). If the Borrower determines to take any
action   inconsistent   with  such  intention,   it  will  promptly  notify  the
Administrative Agent thereof. The Borrower  acknowledges that the Administrative
Agent  and/or one or more of the Lenders may treat the Loans  and/or  Letters of
Credit as part of a transaction that is subject to Treasury  Regulation  section
1.6011-4 or section 301.6112-1,  and the Administrative Agent and such Lender or
Lenders, as applicable, may file such IRS forms or maintain such lists and other
records as they may determine is required by such Treasury Regulations.  In such
event, the Administrative Agent and/or such Lender, as applicable, hereby agrees
that it shall (to the extent  permitted by law) promptly  notify the Borrower of
its  intention  to treat such Loans or Letters of Credit (as the case may be) as
part of a transaction that is subject to Treasury Regulation section 1.6011-4 or
section 301.6112-1.

      6.16  ACCURACY OF FINANCIAL STATEMENTS AND INFORMATION.

            (a) HISTORICAL FINANCIAL STATEMENTS. (i) SCHEDULE 6.16(A) sets forth
      a complete and correct list of the financial  statements  submitted by the
      Borrower  to the  Lenders in order to induce  them to execute  and deliver
      this  Agreement,  (ii) such financial  statements are complete and correct

<PAGE>

      and  present  fairly,  in  accordance  with GAAP  (except  for (A)  normal
      year-end  audit  adjustments  and (B) in the case of  unaudited  financial
      statements, the absence of footnotes), the consolidated and, to the extent
      applicable,  consolidating  financial  position  of the  Borrower  and the
      Restricted  Subsidiaries as at their respective dates and the consolidated
      and,  to the  extent  applicable,  consolidating  results  of  operations,
      retained  earnings and, as  applicable,  changes in financial  position or
      cash  flows of the  Borrower  and  such  Subsidiaries  for the  respective
      periods to which such statements  relate, and (iii) except as disclosed or
      reflected in such financial  statements or otherwise  disclosed in writing
      to the  Lenders,  as at  June  30,  2003,  neither  the  Borrower  nor any
      Subsidiary had any liability,  contingent or otherwise,  or any unrealized
      or anticipated  loss, that,  singly or in the aggregate,  has had or would
      reasonably be expected to have a Material Adverse Effect.

            (b) FUTURE FINANCIAL STATEMENTS.  The financial statements delivered
      pursuant  to SECTION  7.01(A) or (B) shall be  complete  and  correct  and
      present fairly, in accordance with GAAP (except for (i) changes therein or
      departures  therefrom  that are  described  in the  certificate  or report
      accompanying such statements and that have been approved in writing by the
      Borrower's then current  independent  certified public  accountants,  (ii)
      normal  year-end  audit  adjustments  and  (iii) in the case of  financial
      statements   delivered  pursuant  to  SECTION  7.01(A),   the  absence  of
      footnotes)   the   consolidated   and,  if   prepared  by  the   Borrower,
      consolidating  financial  position of the  Borrower  and the  Consolidated
      Subsidiaries as at their  respective  dates and the  consolidated  and, if
      prepared by the Borrower,  consolidating  results of operations,  retained
      earnings  and cash flows of the  Borrower  and such  Subsidiaries  for the
      respective  periods to which such statements relate, and the furnishing of
      the same to the Lenders shall constitute a representation  and warranty by
      the  Borrower  made on the date the same are  furnished  to the Lenders to
      that  effect  and to the  further  effect  that,  except as  disclosed  or
      reflected  in  such  financial  statements,  as at  the  respective  dates
      thereof,  neither  the  Borrower  nor any  Subsidiary  had any  liability,
      contingent or otherwise,  or any  unrealized or  anticipated  loss,  that,
      singly or in the aggregate,  has had or would be reasonably likely to have
      a Material Adverse Effect.

            (c)  HISTORICAL  INFORMATION.   All  information  furnished  to  the
      Administrative Agent or the Lenders by or on behalf of the Borrower or any
      Subsidiary prior to the Closing Date in connection with or pursuant to the
      Loan Documents and the relationships  established thereunder,  at the time
      the same was so furnished,  but in the case of  information  dated as of a
      prior date, as of such date, (i) in the case of any  information  prepared
      in the  ordinary  course of  business,  was  complete  and  correct in all
      material respects in the light of the purpose  prepared,  and, in the case
      of any  information  the preparation of which was requested by any Lender,
      was complete and correct in all material  respects to the extent necessary
      to give such  Lender true and  accurate  knowledge  of the subject  matter
      thereof, (ii) did not contain any untrue statement of a material fact, and
      (iii) did not omit to state a material fact necessary in order to make the
      statements   contained   therein  not  misleading  in  the  light  of  the
      circumstances under which they were made.

            (d) FUTURE INFORMATION. All information furnished or to be furnished
      to the Administrative Agent or the Lenders by or on behalf of the Borrower

<PAGE>

      or any  Subsidiary  on or after the  Closing  Date in  connection  with or
      pursuant to the Loan  Documents or in  connection  with or pursuant to any
      amendment  or  modification  of,  or  waiver  of  rights  under,  the Loan
      Documents, shall, at the time the same is so furnished, but in the case of
      information  dated as of a prior date, as of such date, (i) in the case of
      any information  prepared in the ordinary course of business,  be complete
      and correct in all material respects in the light of the purpose prepared,
      and,  in the case of any  information  required  by the  terms of the Loan
      Documents or the  preparation  of which was  requested  by any Lender,  be
      complete and correct in all material  respects to the extent  necessary to
      give  such  Lender  true and  accurate  knowledge  of the  subject  matter
      thereof,  (ii) not contain any untrue  statement of a material  fact,  and
      (iii) not omit to state a  material  fact  necessary  in order to make the
      statements   contained   therein  not  misleading  in  the  light  of  the
      circumstances  under which they were made,  and the furnishing of the same
      to  the   Administrative   Agent  or  any  Lender   shall   constitute   a
      representation  and warranty by the Borrower made on the date the same are
      so furnished to the effect specified in clauses (i), (ii) and (iii).


                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

      So long as any Lender  shall have any  Commitment  hereunder,  any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied,  or any Letter of
Credit  shall  remain  outstanding,  the  Borrower  shall,  and shall cause each
Restricted Subsidiary to:

      7.01  INFORMATION TO BE FURNISHED.

      Furnish to the Administrative Agent and each Lender:

            (a) QUARTERLY FINANCIAL STATEMENTS.  As soon as available and in any
      event within 45 days after the close of each of the first three  quarterly
      accounting  periods in each fiscal year of the Borrower,  commencing  with
      the quarterly period ended December 31, 2003:

                  (i)  consolidated  and  consolidating  balance  sheets  of the
            Borrower and the  Consolidated  Subsidiaries,  as at the end of such
            quarterly period and the related consolidated  statements of income,
            statements   of  income  of  the  Borrower   and  the   Consolidated
            Subsidiaries, and consolidated statements of cash flows the Borrower
            and the Consolidated Subsidiaries, for such quarterly period and for
            the  elapsed  portion of the fiscal  year ended with the last day of
            such  quarterly  period,  setting forth in each case in  comparative
            form the  figures  for the  corresponding  periods  of the  previous
            fiscal year; and

                  (ii) if such  information  is not  included in the  Borrower's
            Exchange Act filings for such quarterly period,  pro forma financial
            information, for each Limited Guarantor,  Restricted Subsidiary that
            is not a Guarantor and JOA for such  quarterly  period,  of the type
            provided  in  "Adjusted  EBITDA  Available  to the  Company"  in the

<PAGE>

            Borrower's Annual Report on Form 10-K for its fiscal year ended June
            30, 2003.

            (b) YEAR-END FINANCIAL STATEMENTS; ACCOUNTANTS' CERTIFICATE. As soon
      as available  and in any event within 90 days after the end of each fiscal
      year of the Borrower, commencing with the fiscal year ended June 30, 2004:

                  (i)  consolidated  and  consolidating  balance  sheets  of the
            Borrower and the  Consolidated  Subsidiaries,  as at the end of such
            fiscal  year and the  related  consolidated  statements  of  income,
            statements   of  income  of  the  Borrower   and  the   Consolidated
            Subsidiaries,  and  consolidated  statements  of cash  flows  of the
            Borrower and the  Consolidated  Subsidiaries,  for such fiscal year,
            setting forth in  comparative  form the figures as at the end of and
            for the previous fiscal year;

                  (ii) an  audit  report/opinion  of  Ernst &  Young,  or  other
            independent  certified  public  accountants  of recognized  standing
            reasonably  satisfactory  to the  Required  Lenders,  on such of the
            financial  statements  referred to in clause (i) as are consolidated
            financial statements,  which report and opinion shall be prepared in
            accordance with generally  accepted auditing standards and shall not
            be subject to any "going concern" or like qualification,  exception,
            assumption or explanatory language or any qualification,  exception,
            assumption or explanatory language as to the scope of such audit;

                  (iii) a  certificate  of  such  accountants  addressed  to the
            Lenders (A)  stating  that they have  caused  this  Agreement  to be
            reviewed and that,  in making the  examination  necessary  for their
            report on such consolidated  financial  statements,  nothing came to
            their  attention that caused them to believe that, as of the date of
            such financial statements,  any Default exists in respect of SECTION
            8.19  insofar as they  relate to  accounting  matters and (B) having
            attached the calculations  required to establish  whether or not the
            Loan  Parties were in  compliance  with the  covenants  contained in
            SECTION 8.19;

                  (iv)  the   operating   budget   summary   setting  forth  the
            projections  of operating  revenues and expenses of the Borrower and
            the Subsidiaries for the succeeding budget year; and

                  (v) if such  information  is not  included  in the  Borrower's
            Exchange  Act  filings  for such fiscal  year,  pro forma  financial
            information, for each Limited Guarantor,  Restricted Subsidiary that
            is not a  Guarantor  and JOA  for  such  fiscal  year,  of the  type
            provided  in  "Adjusted  EBITDA  Available  to the  Company"  in the
            Borrower's Annual Report on Form 10-K for its fiscal year ended June
            30, 2003;

      PROVIDED  that, in the event the Borrower  changes the opening and closing
      dates  for its  fiscal  year,  the  balance  sheets  and  other  financial
      statements  provided  pursuant to SECTION  7.01(B)(I)  above shall cover a
      period not greater than twelve months and, if necessary to ensure that all
      periods  from the  Closing  Date are  covered  by such  audited  financial
      statements,  the Borrower shall provide financial  statements,  so audited

<PAGE>

      and reported on, for any shorter  interim  period  resulting from any such
      change in its fiscal year.

            (c)  (i)  COMPLIANCE  CERTIFICATES.   At  the  time  that  financial
            statements  are  furnished  pursuant  to  SECTION  7.01(A) or (B), a
            Compliance  Certificate of a Responsible Officer of the Borrower. At
            the time that financial statements are furnished pursuant to SECTION
            7.01(A)  and within 90 days after the end of each fiscal year of the
            Borrower,  a certificate  of a  Responsible  Officer of the Borrower
            demonstrating the Consolidated Total Leverage Ratio and the ratio of
            Consolidated  Senior Debt to  Consolidated  Operating  Cash Flow and
            stating, if applicable,  that a change in the Applicable Rate should
            be made.

                  (ii) ADDITIONAL FINANCIAL STATEMENTS.  In the event that there
            are any  Unrestricted  Subsidiaries  during any period in respect of
            which financial  statements are required to be delivered pursuant to
            subsections (a) and (b) above,  furnish to the Administrative  Agent
            and  each  Lender,  at the time  such  financial  statements  are so
            delivered,  an  additional  set thereof with respect to the Borrower
            and the Restricted Subsidiaries.

            (d) REPORTS AND FILINGS.  (i) Promptly upon receipt thereof,  copies
      of all  reports,  if any,  submitted  to the  Borrower  or any  Restricted
      Subsidiary,  or the board of directors  of the Borrower or any  Restricted
      Subsidiary, by its independent certified public accountants, including any
      management  letter;  (ii) as  soon  as  practicable,  copies  of all  such
      financial  statements  and  reports  as the  Borrower  or  any  Restricted
      Subsidiary  shall  send  to  its  stockholders  and  of  all  registration
      statements  and all regular or periodic  reports  that the Borrower or any
      Restricted  Subsidiary  shall file,  or may be required to file,  with the
      SEC;  (iii)  promptly  upon  the  effectiveness  thereof,  copies  of each
      amendment,  supplement or  modification  to the 1999 Indenture or the 2003
      Indenture;  and (iv) as soon as  practicable,  copies of all  financial or
      other  material   information   furnished  to  the  holders  of  the  1999
      Subordinated Notes or the 2003 Subordinated Notes.

            (e)  REQUESTED  INFORMATION.  From  time to time and  promptly  upon
      request of any Lender, such information regarding the Loan Documents,  the
      Loans,  the  Letters  of  Credit  or the  business,  assets,  liabilities,
      financial  condition,  results of operations or business  prospects of the
      Borrower and the  Subsidiaries as such Lender may reasonably  request,  in
      each  case in form and  substance  and  certified  in a manner  reasonably
      satisfactory to the requesting Lender.

            (f) NOTICE OF DEFAULTS,  MATERIAL ADVERSE CHANGES AND OTHER MATTERS.
      Prompt notice of:

                  (i) any Default of which the Borrower has knowledge,

                  (ii) the  acquisition or formation of a new Subsidiary and, in
            the case of each  such new  Subsidiary,  its name,  jurisdiction  of
            incorporation, the percentages of the various classes of its Capital
            Stock owned by the Borrower or another Subsidiary and whether or not
            such new Subsidiary is a Restricted Subsidiary,


<PAGE>

                  (iii)  any  change  in  the  name  of  any   Subsidiary,   its
            jurisdiction  of  incorporation,  the  percentages  of  the  various
            classes  of its  Capital  Stock  owned by the  Borrower  or  another
            Subsidiary or its status as a Restricted or Unrestricted Subsidiary,

                  (iv) to the extent that the  Borrower has  knowledge  thereof,
            the   threatening   or   commencement   of,  or  the  occurrence  or
            nonoccurrence  of any change or event relating to, any action,  suit
            or  proceeding  that would  cause the  representation  contained  in
            SECTION 6.05 to be incorrect if made at such time,

                  (v) to the extent that the Borrower has knowledge thereof, the
            occurrence or  nonoccurrence of any change or event that would cause
            the  representation  contained in SECTION 6.07 or SECTION 6.10 to be
            incorrect if made at such time,

                  (vi) any event or condition referred to in clauses (i) through
            (vii) of SECTION  9.01(G),  whether  or not such event or  condition
            shall constitute an Event of Default,

                  (vii) any amendment of the Organization  Documents of any Loan
            Party, and

                  (viii) the giving or receipt of any  material  notice or other
            material written  communication  under the Greenco Option Agreement,
            the Partnership  Agreement,  the Denver Acquisition Documents or the
            Denver JOA  Documents,  together  with copies of each such notice or
            other communication.

            (g) TAX SHELTER PROVISIONS. Promptly after the Borrower has notified
      the  Administrative  Agent of any  intention  by the Borrower to treat the
      Loans  and/or  Letters  of  Credit  and  related  transactions  as being a
      "reportable  transaction"  (within  the  meaning  of  Treasury  Regulation
      Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor
      form.

      7.02  PRESERVATION  OF EXISTENCE  AND  PROPERTIES,  SCOPE OF BUSINESS,
            COMPLIANCE WITH LAW, PAYMENT OF TAXES AND CLAIMS, PRESERVATION OF
            ENFORCEABILITY.

            (a) Except as permitted by SECTION  8.05,  (i) preserve and maintain
      its corporate existence and all of its other franchises,  licenses, rights
      and  privileges,  (ii)  preserve,  protect  and  obtain  all  Intellectual
      Property,  and preserve and  maintain in good  repair,  working  order and
      condition all other properties,  required for the conduct of its business,
      ordinary wear and tear excepted, (iii) engage only in Permitted Businesses
      or in  other  businesses  directly  related  thereto,  PROVIDED  that  the
      Borrower  and  its  Restricted  Subsidiaries  may  continue  any  business
      activities not  constituting a Permitted  Business to the extent that such
      business  activities are conducted by a Person at the time such Person was
      acquired in a Permitted Acquisition,  (iv) comply with applicable Law, (v)
      pay or discharge when due all taxes and all liabilities  that might become
      a  Lien  on  any  of  its  properties,  except  to  the  extent  that  the
      applicability  or  validity  thereof is being  contested  in good faith by
      appropriate  proceedings  and an  adequate  reserve  has been  established

<PAGE>

      therefor in accordance  with GAAP, and (vi) take all action and obtain all
      consents and Governmental Approvals required so that its obligations under
      the Loan  Documents  will at all times be legal,  valid  and  binding  and
      enforceable in accordance with their  respective  terms,  except that this
      Section  7.02(a) (other than clause (i), in so far as it requires any Loan
      Party to preserve its corporate  existence,  clause (iii) and clause (vi))
      shall not apply in any circumstance where noncompliance, together with all
      other  noncompliances  with this SECTION 7.02(A),  would not reasonably be
      expected to have a Material Adverse Effect.

            (b) SUBSIDIARY MATTERS.

                  (i) Ensure  that no payment is made or  required to be made by
            the  Borrower  or a  Restricted  Subsidiary  to  a  creditor  of  an
            Unrestricted  Subsidiary  in  respect of any  Indebtedness  or other
            liability of such Unrestricted Subsidiary, and ensure that no action
            is taken by it, and that its affairs are not  conducted in a manner,
            which is reasonably  likely to result in the legal  existence of any
            Unrestricted  Subsidiary that is a direct Subsidiary of the Borrower
            or any Restricted Subsidiary being ignored in a material respect, or
            in the  assets or  liabilities  of the  Borrower  or any  Restricted
            Subsidiary  being  substantively  consolidated  with  those  of  any
            Unrestricted  Subsidiary  in a bankruptcy,  reorganization  or other
            insolvency proceeding.

                  (ii) If an  Unrestricted  Subsidiary  will file a consolidated
            tax return with the Borrower,  deliver to the Administrative  Agent,
            on or prior to the date on which such Unrestricted  Subsidiary shall
            have been designated as an Unrestricted  Subsidiary  pursuant to the
            definition of "Restricted  Subsidiary"  herein, and maintain in full
            force and  effect a tax  sharing  agreement,  in form and  substance
            reasonably   satisfactory  to  the  Administrative  Agent  and  duly
            executed by such Unrestricted Subsidiary and the Borrower.

      7.03  INSURANCE.

      Maintain insurance with responsible  insurance  companies against at least
such  risks  and in at  least  such  amounts  in  all  material  respects  as is
customarily  maintained  by  similar  businesses,  or  as  may  be  required  by
applicable Law or reasonably requested by the Required Lenders.

      7.04  ADDITIONAL SUBSIDIARIES.

      Except as otherwise  provided in the second  paragraph of SECTION 4.01 and
in  SECTION  7.08,   within  thirty  (30)  days  (or  such  later  date  as  the
Administrative  Agent may agree)  following  (x) the  acquisition,  formation or
designation after the Closing Date of any Restricted  Subsidiary or (y) the date
that any  Restricted  Subsidiary  in  existence  on the  Closing  Date  that was
previously  restricted  from  becoming  a  Guarantor  hereunder  is no longer so
restricted  (whether  as a  result  of the  acquisition  by a Loan  Party of the
outstanding minority interest in such Restricted Subsidiary or otherwise):


<PAGE>

      (a) notify the Administrative Agent thereof in writing,  together with (i)
its  jurisdiction  of  formation,  (ii) the  number of  shares of each  class of
Capital Stock outstanding, (iii) the number and percentage of outstanding shares
of each class owned  (directly or  indirectly) by the Borrower or any Restricted
Subsidiary  and (iv) the number and effect,  if  exercised,  of all  outstanding
options, warrants, rights of conversion or purchase and all other similar rights
with respect thereto; and

      (b)  cause  such  Restricted  Subsidiary  to (i)  become  a  Guarantor  by
executing and delivering to the Administrative Agent a Joinder Agreement or such
other documents as the  Administrative  Agent shall  reasonably deem appropriate
for such purpose,  and (ii) deliver to the Administrative Agent documents of the
types referred to in SECTIONS 5.01(E) and (F) and favorable  opinions of counsel
to such  Restricted  Subsidiary  (which shall  cover,  among other  things,  the
legality,  validity,  binding  effect and  enforceability  of the  documentation
referred  to  in  clause  (i)),  all  in  form,  content  and  scope  reasonably
satisfactory to the Administrative Agent.

      7.05  USE OF PROCEEDS.

      Use the proceeds of the Credit Extensions for general  corporate  purposes
not in contravention of any Law or of any Loan Document.

      7.06  ADDITIONAL COVENANTS RELATING TO DISCLOSURE.

            (a) ACCOUNTING METHODS AND FINANCIAL  RECORDS.  Maintain a system of
      accounting, and keep such books, records and accounts (which shall be true
      and  complete),  as may  be  required  or  necessary  to  permit  (i)  the
      preparation of financial  statements  required to be delivered pursuant to
      SECTION  7.01(A) and (B) and (ii) the  determination  of the compliance of
      the Borrower and its Subsidiaries with the terms of the Loan Documents.

            (b) VISITS, INSPECTIONS AND DISCUSSIONS.  Permit, or, in the case of
      premises,  property,  books,  records or Persons not within its  immediate
      control,  promptly  take  such  reasonable  actions  as are  necessary  or
      desirable in order to permit,  representatives (whether or not officers or
      employees) of any Lender,  from time to time upon reasonable prior notice,
      as often as may be reasonably requested,  to (i) visit any of its premises
      or  property  or any  premises  or  property of others on which any of its
      property or books and records (or books and records of others  relating to
      it) may be located,  (ii)  inspect,  and verify the amount,  character and
      condition of, any of its property, (iii) review and make extracts from its
      books and  records  and  books  and  records  of  others  relating  to it,
      including management letters prepared by its independent  certified public
      accountants,  and (iv) discuss with any Person  (including  its  principal
      officers and  independent  certified  public  accountants)  its  business,
      assets,  liabilities,   financial  condition,  results  of  operation  and
      business prospects.

      7.07  AUTHORIZATION OF THIRD PARTIES TO DELIVER INFORMATION AND DISCUSS
AFFAIRS.

      Each  Loan  Party  hereby   authorizes   and  directs  each  Person  whose
preparation  or  delivery  to the  Administrative  Agent or the  Lenders  of any
opinion,  report or other  information is a condition or covenant under the Loan
Documents  to so prepare  or deliver  such  information  for the  benefit of the
Administrative Agent and the Lenders. Until further written notice from the Loan

<PAGE>

Parties,  each Loan Party  further  authorizes  and  directs  all Persons (a) to
furnish to the  Lenders any  information  regarding  the matters  referred to in
SECTION  7.01(E)  that  any  Lender  may  reasonably  request,   (b)  to  permit
representatives  of any  Lender  upon  reasonable  notice  to make  the  visits,
inspections,  reviews and  extracts  of  premises,  property,  books and records
within their  possession and control  contemplated by SECTION 7.06(B) and (c) to
discuss with  representatives  of any Lender the matters  referred to in SECTION
7.06(B).  Each Loan Party  agrees to promptly  execute and deliver  from time to
time such further  authorizations to effect the purposes of this SECTION 7.07 as
the Administrative Agent or any Lender may reasonably request.

      7.08  PLEDGED ASSETS.

      Except to the extent set forth in SCHEDULE 7.08, cause:

      (a) all of the issued and  outstanding  Capital  Stock  owned by each Loan
Party in (i) each  Restricted  Subsidiary and (ii) to the extent  required to be
pledged pursuant to SECTION 8.21, each JOA; and

      (b)   the Master Intercompany Note,

to be subject at all times to a first  priority,  perfected Lien in favor of the
Administrative  Agent  pursuant to the terms and  conditions  of the  Collateral
Documents,  together  with  opinions of counsel  and any filings and  deliveries
reasonably  necessary in connection  therewith to perfect the security interests
therein, all in form and substance reasonably satisfactory to the Administrative
Agent;  PROVIDED,  HOWEVER,  that  the  Capital  Stock  in K-T  (and  any of its
Subsidiaries),  the Capital Stock of the California  Partnership and the Capital
Stock in JOAs in existence as of the Closing Date (other than the Charleston JOA
and the York JOA)  shall not be  required  to be subject at all times to a first
priority,  perfected Lien in favor of the Administrative Agent as provided above
(i) until the date  forty-five  (45) days after the Closing  Date (or such later
date as the Administrative  Agent shall determine in its reasonable  discretion)
or (ii) to the extent that the applicable Loan Parties are unable, following the
exercise of commercially reasonable efforts, to obtain all necessary consents of
their JOA  partners  (and,  in the case of the Denver  JOA,  Media  General)  in
respect of the granting by such Loan Parties of Liens in respect of such Capital
Stock.


                                  ARTICLE VIII

                               NEGATIVE COVENANTS

      So long as any Lender  shall have any  Commitment  hereunder,  any Loan or
other Obligation hereunder shall remain unpaid or unsatisfied,  or any Letter of
Credit shall remain outstanding, the Borrower shall not, nor shall it permit any
Restricted Subsidiary to, directly or indirectly:


<PAGE>

      8.01  INDEBTEDNESS.

      Subject  to SECTION  8.22,  create,  incur,  assume or suffer to exist any
Indebtedness other than:

      (a) Indebtedness under the Loan Documents;

      (b) Existing Debt;

      (c) Intercompany Debt (so long as the applicable obligor's Indebtedness to
the  applicable  obligee  is a  Permitted  Investment  of such  obligee  in such
obligor);

      (d)  Indebtedness  in an  outstanding  aggregate  principal  amount not to
exceed  $14,400,000  to finance the  acquisition  by the  Borrower or any of its
Affiliates  of a  corporate  jet  airplane  for  use by  the  Borrower  and  its
Subsidiaries (the "AIRPLANE DEBT");

      (e)  Indebtedness  in an  outstanding  aggregate  principal  amount not in
excess of $7,500,000 in respect of any Guarantee provided by the Borrower or any
Restricted  Subsidiary  of  Indebtedness  of  Ponderay  Newspaper  Company  (the
"CALIFORNIA GUARANTY");

      (f) (i)  Attributable  Indebtedness  in respect  of the  Denver  Synthetic
Lease, PROVIDED that such Indebtedness shall be non-recourse to the Borrower and
its Restricted  Subsidiaries  and (ii) other Purchase Money  Indebtedness  in an
outstanding aggregate principal amount not in excess of $50,000,000;

      (g) other Indebtedness in an outstanding aggregate principal amount not in
excess of $50,000,000 at any time; and

      (h) other unsecured Indebtedness of the Borrower so long as (A) subject to
SECTION  8.11,  the  material  terms  of  such  Indebtedness  (1)  are  no  more
restrictive  or  onerous  in any  material  respect  on  the  Borrower  and  its
Restricted Subsidiaries,  or confer greater rights on the holders thereof in any
material  respect,  than the terms of the Loan  Documents  and the rights of the
Administrative Agent and the Lenders thereunder and (2) do not (absent the right
to accelerate the maturity thereof upon the occurrence of an event of default in
connection  therewith  and the right to require a  repayment  or  prepayment  in
connection  with a change of control or a sale of assets)  require the repayment
or prepayment of any portion of such  Indebtedness  prior to the date that is 91
days after the Maturity  Date and (B) prior to incurring  any such  Indebtedness
exceeding  $10,000,000,  the Borrower shall have provided to the  Administrative
Agent (1) a certificate  of a Responsible  Officer of the Borrower  stating that
(x) the representations and warranties in ARTICLE VI are true and correct in all
material respects (except to the extent that such representations and warranties
specifically  refer to an earlier date, in which case they were true and correct
in all material  respects as of such earlier date) both  immediately  before and
after giving effect to the  incurrence of such  Indebtedness  and (y) no Default
shall have occurred and be continuing both  immediately  before and after giving
effect to the incurrence of such  Indebtedness,  and (2) a Pro Forma  Compliance
Certificate  demonstrating that the Borrower would be in compliance with SECTION

<PAGE>

8.19 after giving effect to the incurrence of such  Indebtedness  on a Pro Forma
Basis  as of the most  recent  fiscal  quarter  end with  respect  to which  the
Administrative Agent has received the Required Financial Information.

      8.02  GUARANTEES.

      Be obligated,  at any time, in respect of any Guarantee,  except that this
SECTION  8.02  shall  not  apply  to  (a)  Existing  Guarantees,  (b)  Permitted
Guarantees and (c)  Guarantees  which are permitted  Indebtedness  under SECTION
8.01 (and, if applicable, SECTION 8.22).

      8.03  LIENS.

      Permit to  exist,  at any time,  any Lien  upon any of its  properties  or
assets of any character,  whether now owned or hereafter  acquired,  or upon any
income or profits  therefrom,  except that this  SECTION 8.03 shall not apply to
Permitted Liens; PROVIDED,  HOWEVER, that if, notwithstanding this Section 8.03,
any Lien to which this SECTION 8.03 is applicable shall be created or arise, the
liabilities  of the Loan Parties under the Loan Documents  shall,  to the extent
such Lien  attaches to any asset that does not  constitute  Collateral or to any
asset with respect to which such Lien would be prior to the Liens created by the
Loan Documents,  automatically  be secured by such Lien equally and ratably with
the other liabilities secured thereby, and the holder of such other liabilities,
by accepting such Lien, shall be deemed to have agreed thereto and to share with
the  Lenders,  on that  basis,  the  proceeds  of such Lien,  whether or not the
Lenders' security interest shall be perfected;  PROVIDED FURTHER,  HOWEVER, that
notwithstanding  such equal and ratable  securing and sharing,  the existence of
such Lien shall  constitute a default by the Loan Parties in the  performance or
observance of this SECTION 8.03.

      8.04  RESTRICTED PAYMENTS.

      Make or declare  or  otherwise  become  obligated  to make any  Restricted
Payment (other than  obligations  that are  conditioned on compliance  with this
SECTION  8.04),  except that this SECTION 8.04 shall not apply to any Restricted
Payment:

      (a) made to any Loan Party (other than a Limited Guarantor);

      (b) made by any  Restricted  Subsidiary to the holders of any class of its
Capital Stock,  pro rata in accordance with their  respective  interests in such
class of Capital Stock;

      (c) consisting of payments under Permitted Tax Sharing Agreements;

      (d) so long as no Default  shall have  occurred or be  continuing or shall
occur as a consequence  thereof,  consisting of the purchase for value of shares
of Capital Stock of the Borrower or warrants, options or other rights to acquire
Capital Stock of the Borrower  held by  directors,  officers or employees of the
Borrower upon death,  disability,  retirement or termination of employment in an
aggregate amount not to exceed $3,000,000 in any twelve-month period;

      (e) made (i) to Refinance any Subordinated  Debt in an aggregate amount of
up to  $100,000,000,  PROVIDED  that,  after  giving  effect to such  Restricted
Payment and the Refinancing of such Subordinated  Debt, the Aggregate  Revolving
Commitments  exceed the Total Revolving  Outstandings  by at least  $75,000,000,
(ii) to pay any premium,  "make-whole" amounts,  penalties, fees and expenses in

<PAGE>

connection with a Refinancing of Subordinated Debt permitted  pursuant to clause
(i) above or (iii) to pay any premium, "make-whole" amounts, penalties, fees and
expenses  of  up  to  $15,000,000  in  the  aggregate  in  connection  with  any
Refinancing of any Subordinated  Debt that does not otherwise involve the making
of any Restricted Payments;

      (f) so long as no Default  shall have  occurred or be  continuing or shall
occur as a  consequence  thereof,  consisting of the purchase from the Permitted
Holders,  of Capital Stock of the Borrower owned by any of them for an aggregate
purchase  price of up to  $50,000,000  PROVIDED THAT (i) no such purchase  shall
occur  prior to  December  31,  2005 and (ii) not more than  $25,000,000  may be
committed to be purchased,  or purchased,  prior to December 31, 2007 (PROVIDED,
HOWEVER,  that,  notwithstanding the foregoing,  the Borrower and its Restricted
Subsidiaries  may,  at any  time,  commit to  purchase  Capital  Stock  from the
Permitted Holders so long as the agreement  evidencing such commitment  provides
that the purchase will occur at a time  permitted by this clause (f) and only to
the extent such  purchase  is  permitted  by this clause (f) as of the  proposed
purchase date); and

      (g) made by the Borrower in an  aggregate  amount not in excess of the sum
of (i) $40,000,000,  (ii) an additional $5,000,000 during any fiscal year of the
Borrower  (commencing  with the fiscal year  ending June 30,  2004) and (iii) an
additional amount in any fiscal year of the Borrower (commencing with the fiscal
year ending June 30, 2004) equal to 50% of Excess Cash Flow for the  immediately
preceding  fiscal year,  PROVIDED THAT (x) no Default shall have occurred and be
continuing or would result  therefrom and (y) the Borrower  shall have delivered
to the  Administrative  Agent a Pro Forma Compliance  Certificate  demonstrating
that the Borrower  would be in compliance  with SECTION 8.19 after giving effect
to such  Restricted  Payment on a Pro Forma Basis as of the most  recent  fiscal
quarter end with  respect to which the  Administrative  Agent has  received  the
Required Financial Information (any portion of such amounts described in clauses
(ii) and (iii) above that is not paid in a particular fiscal year may be carried
forward and paid in any subsequent fiscal year).

      8.05  MERGER OR CONSOLIDATION.

      Merge or  consolidate  with any Person,  except  that,  if both before and
after giving effect thereto no Default exists or would exist,  this SECTION 8.05
shall not apply to:

      (a) any  merger  or  consolidation  of the  Borrower  with any one or more
Restricted  Subsidiaries  or any  one  or  more  Persons  in  connection  with a
Permitted  Acquisition,  provided  that, in each case, the Borrower shall be the
continuing Person; and

      (b) any merger or consolidation of any Restricted  Subsidiary with any one
or more other  Restricted  Subsidiaries or any one or more Persons in connection
with a Permitted  Investment  (except that (i) if a Guarantor is a party to such
merger or consolidation,  the continuing Person shall be a Guarantor and (ii) if
a Guarantor that is not a Limited  Guarantor and a Limited Guarantor are parties
to such merger or consolidation, the continuing Person shall be a Guarantor that
is not a Limited Guarantor).


<PAGE>

      8.06  VOLUNTARY DISPOSITIONS.

      Make any  Voluntary  Disposition,  except that this SECTION 8.06 shall not
apply to:

      (a) Excluded Dispositions;

      (b) the  contribution  of  assets  by K-T to the New  Salt  Lake JOA (or a
Subsidiary  thereof),  so long  as the  Borrower  shall  have  furnished  to the
Administrative  Agent,  not later than the fifth Business Day preceding the date
of any such Voluntary  Disposition (i) a certificate of a Responsible Officer of
the  Borrower  stating  that (A) each  representation  in ARTICLE VI is true and
correct in all material respects both immediately before and after giving effect
to such Voluntary Disposition (except to the extent that any such representation
and warranty  specifically  refers to an earlier date, in which case it was true
and  correct in all  material  respects  as of such  earlier  date),  and (B) no
Default shall have occurred and be continuing both immediately  before and after
giving effect to such  Voluntary  Disposition,  and (ii) a Pro Forma  Compliance
Certificate  demonstrating that the Borrower would be in compliance with SECTION
8.19 after giving effect to such  Voluntary  Disposition on a Pro Forma Basis as
of the most recent fiscal  quarter end with respect to which the  Administrative
Agent has received the Required Financial Information;

      (c) the contribution of all or  substantially  all of the Capital Stock or
assets  of Los  Angeles  Daily  News or Long  Beach  Publishing  Company  to the
California  Partnership (or a Subsidiary thereof), so long as the Borrower shall
have furnished to the  Administrative  Agent,  not later than the fifth Business
Day preceding the date of any such Voluntary  Disposition (i) a certificate of a
Responsible  Officer of the  Borrower  stating that (A) each  representation  in
ARTICLE VI is true and correct in all material respects both immediately  before
and after giving effect to such Voluntary Disposition (except to the extent that
any such representation and warranty  specifically refers to an earlier date, in
which case it was true and correct in all  material  respects as of such earlier
date), and (B) no Default shall have occurred and be continuing both immediately
before and after giving  effect to such  Voluntary  Disposition,  and (ii) a Pro
Forma  Compliance  Certificate  demonstrating  that  the  Borrower  would  be in
compliance  with SECTION 8.19 after giving effect to such Voluntary  Disposition
on a Pro Forma Basis as of the most recent  fiscal  quarter end with  respect to
which the Administrative Agent has received the Required Financial  Information;
and

      (d) any other  Voluntary  Disposition,  so long as no  Default  shall have
occurred and be  continuing  immediately  prior or after  giving  effect to such
Voluntary Disposition and

            (i)  such  Voluntary  Disposition  is a  sale  to any  Person  for a
      purchase  price  (at  least  75%  of  which  shall  be  in  cash  or  Cash
      Equivalents; PROVIDED, that the amount of any liabilities (as shown on the
      Borrower's or such Restricted Subsidiary's most recent balance sheet or in
      the notes  thereto) of the Borrower or any  Restricted  Subsidiary  (other
      than liabilities that are by their terms  subordinated to the Obligations)
      that are assumed by the  transferee  of any such assets  shall be excluded
      from such calculation) in an amount not less than the fair market value of
      the assets sold net of the liabilities  assumed, as determined in the good
      faith judgment of the board of directors of the Borrower or the applicable
      Restricted  Subsidiary,  and (A) the Cash Flow Percentage  attributable to
      such assets,  together  with the Cash Flow  Percentage of all other assets
      sold by the  Borrower  and its  Restricted  Subsidiaries  pursuant to this
      clause (i) within the prior four fiscal quarters of the Borrower, does not

<PAGE>

      exceed 15% and (B) the Cash Flow  Percentage  attributable to such assets,
      together with the Cash Flow Percentage (determined,  with respect to prior
      sales at the time of each such  sale) of all assets  sold by the  Borrower
      and its  Restricted  Subsidiaries  pursuant  to this  clause (i) since the
      Closing  Date  does  not  exceed  30%,  and (C) the  Borrower  shall  have
      furnished to the  Administrative  Agent, not later than the fifth Business
      Day preceding the date of any such Voluntary  Disposition wherein the sale
      price or the fair market value of the assets of the applicable  Restricted
      Subsidiary is greater than $10,000,000, (1) a certificate of a Responsible
      Officer of the Borrower stating that (x) each representation in ARTICLE VI
      is true and correct in all material  respects both immediately  before and
      after giving effect to such  Voluntary  Disposition  (except to the extent
      that  any such  representation  and  warranty  specifically  refers  to an
      earlier  date,  in  which  case it was true and  correct  in all  material
      respects as of such earlier date),  and (y) no Default shall have occurred
      and be continuing both immediately  before and after giving effect to such
      Voluntary  Disposition,   and  (2)  a  Pro  Forma  Compliance  Certificate
      demonstrating  that the Borrower would be in compliance  with SECTION 8.19
      after giving effect to such Voluntary  Disposition on a Pro Forma Basis as
      of  the  most  recent  fiscal  quarter  end  with  respect  to  which  the
      Administrative Agent has received the Required Financial Information, or

            (ii) such Voluntary Disposition is an exchange,  with any Person, of
      assets  exchanged  by the  Borrower or  applicable  Restricted  Subsidiary
      comprising  one or more  newspapers or assets or properties  utilized in a
      Permitted  Business  for one or more  newspapers  or assets or  properties
      utilized in a Permitted Business,  or the Capital Stock of a Person owning
      any of the foregoing,  and of equal or greater value, as determined in the
      good faith  judgment  of the board of  directors  of the  Borrower  or the
      applicable  Restricted  Subsidiary  (PROVIDED  that,  up  to  25%  of  the
      consideration  received by the Borrower or such  Restricted  Subsidiary in
      connection  with such  exchange  may consist of cash or Cash  Equivalents,
      Capital  Stock,  obligations or  securities),  and the Borrower shall have
      furnished to the  Administrative  Agent, not later than the fifth Business
      Day preceding the date of any such exchange  wherein the fair market value
      of the assets  received  in exchange is greater  than  $10,000,000,  (1) a
      certificate of a Responsible Officer of the Borrower stating that (x) each
      representation  and  warranty  in  ARTICLE  VI is true and  correct in all
      material respects both immediately  before and after giving effect to such
      Voluntary  Disposition  (except to the extent that any such representation
      and warranty  specifically refers to an earlier date, in which case it was
      true and correct in all material respects as of such earlier date), (y) no
      Default shall have occurred and be continuing both immediately  before and
      after giving effect to such Voluntary Disposition and (z) the value of the
      assets  received by the Borrower or  applicable  Restricted  Subsidiary in
      such  exchange  is not  less  than  the fair  market  value of the  assets
      disposed by the Borrower or such  Restricted  Subsidiary in such exchange,
      and (2) a Pro Forma Compliance Certificate demonstrating that the Borrower
      would be in  compliance  with  Section  8.19 after  giving  effect to such
      Voluntary  Disposition  on a Pro Forma Basis as of the most recent  fiscal
      quarter end with  respect to which the  Administrative  Agent has received
      the Required Financial Information.


<PAGE>

      8.07  INVESTMENTS.

      Make or acquire any Investment or have any Investment outstanding,  except
for Permitted Investments.

      8.08  TAXES OF OTHER PERSONS.

      (a) File a  consolidated,  combined,  unitary or similar  group tax return
with any other Person other than,  in the case of the Borrower,  a  Consolidated
Tax  Subsidiary  and,  in the case of any such  Subsidiary,  the  Borrower  or a
Consolidated  Tax  Subsidiary or (b) except as required by applicable  Law or as
permitted  by SECTION  8.04  hereof,  pay or enter into any  Contract to pay any
taxes  owing  by any  Person  other  than the  Borrower  or a  Consolidated  Tax
Subsidiary.

      8.09  BENEFIT PLANS.

      (a)  Permit  any  Benefit  Plan to be  amended  in any  manner  that would
increase the aggregate  Unfunded Benefit  Liabilities under all Benefit Plans as
of the Closing Date by more than$10,000,000; or

      (b) Permit any Benefit Plan to have a Funded Current Liability  Percentage
of less than 60%.

      8.10  TRANSACTIONS WITH AFFILIATES.

      Effect  any  transaction  (or  series  of  related  transactions)  (each a
"TRANSACTION")   with  any  Affiliate  of  the  Borrower,   including,   without
limitation,  any sale,  purchase,  lease or loan or any other direct or indirect
payment,  transfer or other disposition of assets, property or services,  unless
such Transaction is on terms no less favorable to the Borrower or the applicable
Restricted Subsidiary,  as the case may be, than those that could be obtained in
a comparable arm's-length transaction with an independent third party except for
(A) any Transaction (i) between Loan Parties (other than a transaction involving
a Limited  Guarantor) or (ii) between  Restricted  Subsidiaries  of the Borrower
that are not Loan Parties,  (B) Permitted  Investments,  (C) Restricted Payments
not  prohibited by SECTION 8.04,  (D) payments to MediaNews  Services,  Inc. for
payroll and benefits and for up to $3,500,000 per year in reimbursement of other
actual cash expenses paid by MediaNews Services,  Inc. relating to the operation
of the Borrower and its  Restricted  Subsidiaries  (or incurred on behalf of the
Borrower and its  Restricted  Subsidiaries),  (E) employee  benefits,  insurance
(including  directors  and  officers  insurance)  and  compensation,  including,
without limitation,  bonuses, retirement plans, equity plans, directors fees and
stock options, paid to or established for directors and officers of the Borrower
or any Restricted  Subsidiary in the ordinary course of business and approved by
the board of  directors  (or any  committee  thereof) of the  Borrower,  (F) any
Transaction  to the extent that the  consideration  paid by the  Borrower or any
Restricted  Subsidiary in such  Transaction is shares of the Borrower's  Capital
Stock and (G)  Transactions  pursuant to any  contract or agreement in effect on
the Closing Date and  identified  on SCHEDULE  8.10, as the same may be amended,
modified  or  replaced  from  time to  time,  so long as any  such  contract  or
agreement  as so amended,  modified or replaced  is,  taken as a whole,  no less
favorable  in  any  material   respect  to  the  Borrower  and  its   Restricted
Subsidiaries  or to the Lenders  than the  contract or agreement as in effect on
the Closing Date.


<PAGE>

      8.11  LIMITATION ON RESTRICTIVE COVENANTS.

      Permit to exist,  at any time,  any  consensual  restriction  limiting the
ability (whether by covenant,  event of default,  subordination or otherwise) of
any Restricted  Subsidiary to (a) pay dividends or make any other  distributions
on shares of its  Capital  Stock held by the  Borrower  or any other  Restricted
Subsidiary,  (b) pay any obligation owed to the Borrower or any other Restricted
Subsidiary,  (c) make any Investments in the Borrower or in any other Restricted
Subsidiary,  (d)  transfer  any of its  Property  to the  Borrower  or any other
Restricted Subsidiary or (e) create any Lien upon its Property whether now owned
or hereafter acquired or upon any income or profits therefrom,  except that this
SECTION 8.11 shall not apply to Permitted Restrictive Covenants.

      8.12  ISSUANCE OR DISPOSITION OF CAPITAL STOCK.

      Sell, transfer or otherwise dispose of any Capital Stock of any Restricted
Subsidiary  owned by any Loan Party,  except for (a) any issuance or sale of any
such Capital Stock that is subjected to the Liens created by the Loan  Documents
in a manner satisfactory to the Administrative Agent, (b) any disposition of any
such Capital Stock  permitted under SECTION 8.06 and (c) any issuance or sale of
any such  Capital  Stock for  consideration  in an amount not less than the fair
market value of such Capital Stock,  as determined in the good faith judgment of
the board of directors of the Borrower or the applicable Restricted Subsidiary.

      8.13  SUBSTANCE STORAGE AND DISPOSAL.

      Permit  any  hazardous   wastes,   environmental   contaminants  or  other
substances,  the  improper  release or  disposal of which  would  reasonably  be
expected to result in the  incurrence  by the Borrower or any of its  Restricted
Subsidiaries  of  material  remedial  obligations  under  applicable  Law, to be
brought  onto or stored on the  properties  owned or leased by it except for (a)
substances  to be used in  connection  with the business of the Borrower and its
Restricted  Subsidiaries,  pending and during such use and (b)  substances  that
were generated or used in connection with such business, pending their disposal.

      8.14  PERMITTED TAX SHARING AGREEMENTS; JOA CONTRACTS.

            (a) Amend,  waive,  modify or supplement  the terms of any Permitted
      Tax Sharing Agreement, or

            (b) Amend, waive, modify or supplement any of the Contracts by which
      any JOA is governed, managed or operated if the effect thereof is to allow
      such JOA to retain cash in a greater  amount or for longer periods of time
      than  would  be the  case  in  the  absence  of  such  amendment,  waiver,
      modification or supplement.

      8.15  CERTAIN RESTRICTIONS WITH RESPECT TO OTHER INDEBTEDNESS.

      Amend,  supplement  or  otherwise  change  (or  agree  to  any  amendment,
supplement  or other change of) the terms of the 1999  Subordinated  Notes,  the
2003 Subordinated  Notes, the 1999 Indenture or the 2003 Indenture,  or make any

<PAGE>

payment  consistent  with an  amendment,  supplement or change  thereto,  if the
effect of such amendment,  supplement or change is to increase the interest rate
payable on the 1999 Subordinated Notes or the 2003 Subordinated  Notes,  advance
the dates upon which  payments  of  principal  or  interest  are due on the 1999
Subordinated  Notes or the 2003  Subordinated  Notes  (including any such change
that adds or modifies mandatory or voluntary  prepayments),  change, in a manner
adverse in any material respect to the Borrower and the Restricted  Subsidiaries
or which confers additional material rights on the holders thereof, any event of
default or covenant (or any  definition  relating  thereto)  with respect to the
1999 Subordinated Notes or the 2003 Subordinated Notes, change the redemption or
repurchase  provisions with respect to the 1999  Subordinated  Notes or the 2003
Subordinated  Notes in a manner adverse in any material  respect to the Borrower
and the Restricted  Subsidiaries or which confers additional  material rights on
the  holders  thereof,   change  the   subordination   provisions  of  the  1999
Subordinated  Notes or the 2003 Subordinated  Notes or otherwise increase in any
material  respect the obligations of the obligor or confer  additional  material
rights on the holders of the 1999  Subordinated  Notes or the 2003  Subordinated
Notes without, in each case, obtaining the prior written consent of the Required
Lenders to such amendment or change.

      8.16  CERTAIN ACTIVITIES OF THE CALIFORNIA PARTNERSHIP.

      (a) Amend,  waive,  modify or supplement the Partnership  Agreement in any
manner   that  has  the  effect  of  further   limiting   or   restricting   the
transferability of the partnership interests in the California  Partnership held
by West Coast MediaNews or any of its Affiliates or could  otherwise  reasonably
be expected to have a material  adverse  effect on the practical  ability of the
Lenders to realize the benefits of the Collateral (as the Collateral  applies to
the partnership interests in the California  Partnership) or (b) take any action
or refrain from taking any action the result of which,  directly or  indirectly,
is that the  California  Partnership  no longer  constitutes a Subsidiary or the
Borrower no longer controls, directly or indirectly, the California Partnership.

      8.17  CERTAIN ACTIVITIES OF DENVER; DENVER ACQUISITION DOCUMENTS.

      Permit Denver and its  Subsidiaries  to,  directly or  indirectly,  amend,
waive,  modify or  supplement  any of the Denver  Acquisition  Documents  or the
Denver JOA  Documents  in any manner that has the effect of further  limiting or
restricting  the  transferability  of the Capital  Stock of Denver or any of its
Subsidiaries  owned  by the  Borrower  or any  Restricted  Subsidiary  or  could
otherwise  reasonably  be  expected  to have a  material  adverse  effect on the
practical  ability of the Lenders to realize the benefits of the  Collateral (as
the Collateral applies to such Capital Stock.

      8.18  MASTER INTERCOMPANY NOTE.

      Amend,  waive or  modify  the  Master  Intercompany  Note in any  material
respect,  or fail to perform or fail to require the  performance of any material
obligation set forth in the Master Intercompany Note, in each case in accordance
with the terms thereof.


<PAGE>

      8.19  FINANCIAL COVENANTS.

      (a)  CONSOLIDATED  TOTAL LEVERAGE  RATIO.  Permit the  Consolidated  Total
Leverage  Ratio at any time during a period set forth  below to be greater  than
the ratio set forth opposite such period:

 ----------------------------------------------------------------------------
|                 PERIOD                  |              RATIO               |
|-----------------------------------------|----------------------------------|
|   Closing Date through June 30, 2004    |           6.00 to 1.0            |
|-----------------------------------------|----------------------------------|
|   July 1, 2004 through June 30, 2005    |           5.75 to 1.0            |
|-----------------------------------------|----------------------------------|
|   July 1, 2005 through June 30, 2006    |           5.50 to 1.0            |
|-----------------------------------------|----------------------------------|
|   July 1, 2006 through June 30, 2007    |           5.25 to 1.0            |
|-----------------------------------------|----------------------------------|
|   July 1, 2007 through June 30, 2008    |           5.00 to 1.0            |
|-----------------------------------------|----------------------------------|
|               Thereafter                |           4.50 to 1.0            |
 ----------------------------------------------------------------------------

      (b) RATIO OF CONSOLIDATED SENIOR DEBT TO CONSOLIDATED OPERATING CASH FLOW.
Permit the ratio of Consolidated Senior Debt to Consolidated Operating Cash Flow
at any time  during a period set forth  below to be  greater  than the ratio set
forth opposite such period:

 ----------------------------------------------------------------------------
|                 PERIOD                  |              RATIO               |
|-----------------------------------------|----------------------------------|
|   Closing Date through June 30, 2004    |           3.75 to 1.0            |
|-----------------------------------------|----------------------------------|
|   July 1, 2004 through June 30, 2005    |           3.50 to 1.0            |
|-----------------------------------------|----------------------------------|
|   July 1, 2005 through June 30, 2007    |           3.25 to 1.0            |
|-----------------------------------------|----------------------------------|
|               Thereafter                |           3.00 to 1.0            |
 ----------------------------------------------------------------------------

      (c) FIXED CHARGE COVERAGE.  Permit the ratio of (i) Consolidated Operating
Cash Flow to (ii)  Consolidated  Fixed  Charges  determined as of the end of any
fiscal  quarter ending in a period set forth below to be less than the ratio set
forth opposite such period:

 ----------------------------------------------------------------------------
|                 PERIOD                  |              RATIO               |
|-----------------------------------------|----------------------------------|
|   Closing Date through June 30, 2006    |           1.15 to 1.0            |
|-----------------------------------------|----------------------------------|
|               Thereafter                |           1.25 to 1.0            |
 ----------------------------------------------------------------------------

      8.20  DESIGNATED SENIOR DEBT.

      Cause or permit any Indebtedness  other than the Obligations to constitute
"Designated  Senior  Debt"  within the meaning and  pursuant to the terms of the
1999 Indenture,  the 2003 Indenture or any Contract  evidencing or governing any
other  Subordinated  Debt. The Borrower hereby agrees and acknowledges  that the
Obligations shall constitute  "Designated  Senior Debt" for purposes of the 1999
Indenture and the 2003 Indenture.

      8.21  ADDITIONAL JOAS.

      After the  Closing  Date,  acquire or enter into any  interest  in any JOA
unless (a) the Capital Stock thereof or other interests therein shall be pledged
pursuant to the  Collateral  Documents or (b) the Capital Stock thereof or other
interests  therein  shall be owned  directly by a newly  formed  corporation  or
limited  liability company that (i) shall have no assets other than its interest
in such JOA, (ii) shall have no other  liabilities other than its obligations as

<PAGE>

a  Guarantor  hereunder  and as a holder of its  interest  in such JOA and (iii)
shall have become a Guarantor  pursuant to SECTION 7.04 and the Borrower and its
Restricted  Subsidiaries  shall have granted a security interest in its interest
in their Capital  Stock in such newly formed  corporation  or limited  liability
company to the  Administrative  Agent,  for the benefit of the Lenders,  in each
case, accordance with SECTION 7.08.

      8.22  ADDITIONAL  LIMITATIONS ON RESTRICTED  SUBSIDIARIES  OR JOAS THAT
ARE NOT GUARANTORS.

      (a) In respect of Limited Guarantors, Restricted Subsidiaries that are not
Guarantors  and JOAs,  (i) permit (A) the  aggregate  outstanding  amount of all
Indebtedness of such Persons  required to be consolidated  with the Borrower and
its  Restricted  Subsidiaries  in  accordance  with SECTION  1.03(D)  (excluding
Indebtedness in respect of the Denver Synthetic Lease and any Intercompany Debt)
to  exceed   $75,000,000  or  (B)  the  aggregate   outstanding  amount  of  all
Indebtedness  attributable to any one of such Person and which is required to be
consolidated  with the Borrower and its  Restricted  Subsidiaries  in accordance
with SECTION 1.03(D) (excluding  Indebtedness in respect of the Denver Synthetic
Lease and any Intercompany Debt) to exceed $50,000,000, or (ii) permit to exist,
at any time,  any  consensual  restriction  limiting  the  ability  (whether  by
covenant,  event of default,  subordination  or otherwise) of any such Person to
(A) pay dividends or make any other distributions on shares of its Capital Stock
or (B) pay any obligation  owed to the Borrower or any Restricted  Subsidiary or
(C) create any Lien upon its  property or assets  whether now owned or hereafter
acquired or upon any income or profits  therefrom,  except that this clause (ii)
shall not apply to  restrictions  of the kind  described in the  definitions  of
"Permitted Liens" or "Permitted Restrictive Covenants" set forth in SECTION 1.01
or described in SCHEDULE 8.22.

      (b) Permit any JOA to fail to make such corporate,  partnership or limited
liability  company  distributions  or  otherwise  transfer  its  cash  and  cash
equivalents to the Borrower or any of the Restricted Subsidiaries, so that, as a
result of such  distributions  and  transfers,  such JOA (and its  Subsidiaries)
shall own or hold cash and cash  equivalents  not in excess of $10,000,000 as of
the end of any fiscal month.


                                   ARTICLE IX

                         EVENTS OF DEFAULT AND REMEDIES

      9.01  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
within or without the control of the Borrower,  any Restricted Subsidiary or any
other Loan Party, or be effected by operation of law or pursuant to any judgment
or order of any court or any order,  rule or regulation of any  governmental  or
nongovernmental body:

            (a) The  Borrower  or any other Loan Party fails to pay (i) when and
      as required to be paid herein,  any amount of principal of any Loan or any
      L/C Obligation,  or (ii) within three Business Days after the same becomes

<PAGE>

      due, any interest on any Loan or on any L/C Obligation,  any commitment or
      other fee due hereunder or any other amount payable hereunder or under any
      other Loan Document; or

            (b) Any representation, warranty, certification or statement of fact
      made or  deemed  made by or on behalf of the  Borrower  or any other  Loan
      Party herein, in any other Loan Document,  or in any document delivered in
      connection  herewith or therewith  shall be incorrect or misleading in any
      material respect when made or deemed made; or

            (c) The Loan Parties shall default in the  performance or observance
      of:

                        (i) any term, covenant, condition or agreement contained
                  in SECTIONS 7.01(A), (B), (C), or (F)(I),  7.02(A)(I) (insofar
                  as such Section  requires the  preservation  of the  corporate
                  existence  of each of the Loan  Parties),  7.02(A)(VI),  7.04,
                  7.05, or 7.06(B) or ARTICLE VIII; or

                        (ii)  any  term,   covenant,   condition   or  agreement
                  contained in any Loan Document  (other than a term,  covenant,
                  condition  or  agreement  a  default  in  the  performance  or
                  observance   of  which  is  elsewhere  in  this  SECTION  9.01
                  specifically  dealt with) and,  if capable of being  remedied,
                  such default shall continue unremedied for a period of 30 days
                  after the earlier to occur of (1) any Loan  Party's  obtaining
                  actual  knowledge  of such  default or (2) the  receipt by the
                  Loan Parties of written notice from the  Administrative  Agent
                  requiring that such default be cured; or

            (d)  With  respect  to any  Indebtedness  (other  than  Indebtedness
      outstanding  under the Loan  Documents)  in excess of  $10,000,000  in the
      aggregate  for the Borrower  and its  Restricted  Subsidiaries  taken as a
      whole,  (i) either (A) a default in any payment  shall occur and  continue
      (beyond the  applicable  grace period with respect  thereto,  if any) with
      respect to any such  Indebtedness  or (B) a default in the  observance  or
      performance  relating to such  Indebtedness  or  contained in any Contract
      evidencing,  securing or relating thereto, or any other event or condition
      shall occur or exist, and such default,  event or condition shall continue
      after the  applicable  grace period,  if any,  specified  therein,  if the
      effect of such default, event or condition is to accelerate,  or to permit
      the acceleration of, the maturity of such Indebtedness;;  or (ii) any such
      Indebtedness shall be declared due and payable,  or required to be prepaid
      other than by a regularly  scheduled required  prepayment or redemption or
      defeasance  in  accordance  with the terms  thereof,  prior to the  stated
      maturity thereof;  unless in each such case the obligee under or holder of
      such  Indebtedness  shall have waived in writing such circumstance so that
      such circumstance is no longer continuing; or

            (e) (i) The Borrower,  any  Restricted  Subsidiary or any other Loan
      Party  shall  (A)  commence  a  voluntary  case  under the  United  States
      Bankruptcy  Code (as now or  hereafter  in  effect),  (B) file a  petition
      seeking to take  advantage of any other Debtor Relief Laws, (C) consent to
      or fail to contest in a timely and  appropriate  manner any petition filed
      against it in an involuntary case under Debtor Relief Laws, (D) apply for,
      or consent to, or fail to contest in a timely and appropriate  manner, the
      appointment  of, or the taking of  possession  by, a receiver,  custodian,
      trustee,  liquidator or the like of itself or of a substantial part of its
      assets, domestic or foreign, (E) admit in writing its inability to pay, or

<PAGE>

      generally not be paying,  its debts (other than those that are the subject
      of bona fide  disputes) as they become due, (F) make a general  assignment
      for the benefit of  creditors,  or (G) take any  corporate  action for the
      purpose of effecting any of the foregoing; or

            (ii) (A) A case or other proceeding  shall be commenced  against the
      Borrower,  any  Restricted  Subsidiary or any other Loan Party seeking (1)
      relief  under the United  States  Bankruptcy  Code (as now or hereafter in
      effect) or under any other Debtor Relief Laws, or (2) the appointment of a
      trustee, receiver, custodian,  liquidator or the like of the Borrower, any
      such  Restricted  Subsidiary  or any other  Loan  Party,  or of all or any
      substantial part of the assets,  domestic or foreign, of the Borrower, any
      such  Restricted  Subsidiary  or any other  Loan  Party,  and such case or
      proceeding  shall  continue  undismissed  and  unstayed for a period of 45
      days,  or (B) an order  granting  the  relief  requested  in such  case or
      proceeding  against the Borrower,  any such  Restricted  Subsidiary or any
      other  Loan  Party  (including  an order for  relief  under  such  Federal
      bankruptcy laws) shall be entered; or

            (f) A judgment or order shall be entered  against the Borrower,  any
      Restricted Subsidiary or any other Loan Party by any court, and (i) in the
      case of any  judgment  or order  for the  payment  of  money in which  the
      aggregate amount thereof exceeds applicable insurance coverage by at least
      $10,000,000, either (A) such judgment or order shall continue undischarged
      and unstayed for a period of 30 days or (B) enforcement  proceedings shall
      have been  commenced  upon such  judgment or order and (ii) in the case of
      any judgment or order for other than the payment of money,  such  judgment
      or order could reasonably be expected,  in the reasonable  judgment of the
      Required Lenders, together with all other such judgments or orders, have a
      Material Adverse Effect; or

            (g) (i) Any  Termination  Event  shall  occur  with  respect  to any
      Benefit Plan of the Borrower,  any Restricted  Subsidiary,  any other Loan
      Party or any of their  respective ERISA  Affiliates,  (ii) any Accumulated
      Funding Deficiency, whether or not waived, shall exist with respect to any
      such  Benefit  Plan,  (iii) any  Person  shall  engage  in any  Prohibited
      Transaction  involving  any such  Benefit  Plan,  (iv) the  Borrower,  any
      Restricted  Subsidiary,  any other Loan  Party or any of their  respective
      ERISA  Affiliates  shall be in  "default"  (as  defined  in ERISA  Section
      4219(c)(5))  with respect to payments  owing to any such Benefit Plan that
      is a Multiemployer  Benefit Plan as a result of such Person's  complete or
      partial withdrawal (as described in ERISA Section 4203 or 4205) therefrom,
      (v) the Borrower, any Restricted  Subsidiary,  any other Loan Party or any
      of their  respective ERISA Affiliates shall fail to pay when due an amount
      that is payable by it to the PBGC or to any such  Benefit Plan under Title
      IV of ERISA,  (vi) a proceeding  shall be instituted by a fiduciary of any
      such Benefit Plan against the Borrower,  any  Restricted  Subsidiary,  any
      other Loan Party or any of their  respective  ERISA  Affiliates to enforce
      ERISA Section 515 and such proceeding shall not have been dismissed within
      30 days  thereafter,  or (vii) any other event or condition shall occur or
      exist  with  respect to any such  Benefit  Plan,  except  that no event or
      condition  referred to in clauses (i) through  (vii) shall  constitute  an
      Event of Default if it,  together with all other such events or conditions
      at  the  time  existing,   has  not  subjected,   and  in  the  reasonable
      determination of the Required Lenders will not subject, the Borrower,  any
      Restricted Subsidiary or any other Loan Party to any liability that, alone

<PAGE>

      or in the  aggregate  with all  such  liabilities  for all  such  Persons,
      exceeds $10,000,000; or

            (h) Any Loan Party or any  Affiliate of any Loan Party  asserts,  or
      any Loan  Party or any  Affiliate  of any Loan  Party or any other  Person
      institutes any proceedings seeking to establish, that (i) any provision of
      the Loan Documents is invalid,  not binding or  unenforceable  or (ii) the
      Liens  created by the  Collateral  Documents  are not valid and  perfected
      first  priority  security  interests  in the  Collateral  subject  only to
      Permitted Liens; or

            (i) The Permitted Holders shall collectively at any time cease to be
      the beneficial owners, directly or indirectly,  of common Capital Stock of
      the  Borrower   representing  at  least  a  majority  of  the  issued  and
      outstanding shares of the Borrower's common Capital Stock; or

            (j) William Dean  Singleton and Joseph J.  Lodovic,  IV shall at any
      time cease to be senior  officers of the Borrower or to  otherwise  remain
      actively  involved in the  management  of the  Borrower and shall not have
      been replaced by one or more senior  officers  reasonably  satisfactory to
      the  Required  Lenders  within 90 days of such event (such  consent of the
      Required Lenders not to be unreasonably withheld or delayed); or

            (k) the  occurrence of a "Change of Control" of the Borrower (or any
      comparable  term) under,  and as defined in, the  documents  evidencing or
      governing any Subordinated Debt; or

            (l)  any of  the  Obligations  for  any  reason  shall  cease  to be
      "Designated  Senior  Debt" within the meaning and pursuant to the terms of
      the 1999  Indenture,  the 2003  Indenture  or any Contract  evidencing  or
      governing any other Subordinated Debt.

      9.02  REMEDIES UPON EVENT OF DEFAULT.

      If any Event of Default occurs and is continuing, the Administrative Agent
shall,  at the request of, or may,  with the consent of, the  Required  Lenders,
take any or all of the following actions:

            (a)  declare  the  commitment  of each  Lender to make Loans and any
      obligation  of  each  L/C  Issuer  to make  L/C  Credit  Extensions  to be
      terminated, whereupon such commitments and obligation shall be terminated;

            (b) declare the unpaid  principal  amount of all outstanding  Loans,
      all interest  accrued and unpaid  thereon,  and all other amounts owing or
      payable  hereunder or under any other Loan Document to be immediately  due
      and payable,  without presentment,  demand, protest or other notice of any
      kind, all of which are hereby expressly waived by the Borrower;

            (c) require that the Borrower Cash Collateralize the L/C Obligations
      (in an amount equal to the then Outstanding Amount thereof); and


<PAGE>

            (d)  exercise  on behalf of itself  and the  Lenders  all rights and
      remedies  available  to it and the  Lenders  under the Loan  Documents  or
      applicable law;

PROVIDED,  HOWEVER,  that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the  Bankruptcy  Code of the
United States, the obligation of each Lender to make Loans and any obligation of
each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid  principal  amount of all  outstanding  Loans and all  interest and other
amounts  as  aforesaid  shall  automatically  become  due and  payable,  and the
obligation  of the  Borrower  to  Cash  Collateralize  the  L/C  Obligations  as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

      9.03  APPLICATION OF FUNDS.

      After the exercise of remedies  provided for in SECTION 9.02 (or after the
Loans  have  automatically  become  immediately  due  and  payable  and  the L/C
Obligations have  automatically  been required to be Cash  Collateralized as set
forth in the proviso to SECTION  9.02),  any amounts  received on account of the
Obligations shall be applied by the Administrative Agent in the following order:

      FIRST,  to payment of that portion of the Obligations  constituting  fees,
      indemnities,  expenses and other  amounts  (including  Attorney  Costs and
      amounts payable under ARTICLE III) payable to the Administrative  Agent in
      its capacity as such;

      SECOND,  to payment of that portion of the Obligations  constituting  fees
      (other than the fees  described in SECTION  2.03(I) and SECTION  2.09(A)),
      indemnities and other amounts (other than principal and interest)  payable
      to the Lenders (including Attorney Costs and amounts payable under ARTICLE
      III),  ratably among them in  proportion to the amounts  described in this
      clause SECOND payable to them;

      THIRD, to payment of that portion of the Obligations  constituting accrued
      and unpaid  interest on the Loans and L/C Borrowings  and fees  (including
      the fees described in SECTION 2.03(I) and SECTION  2.09(A)),  premiums and
      scheduled periodic payments,  and any interest accrued thereon,  due under
      any Swap Contract between any Loan Party and any Lender,  or any Affiliate
      of a Lender,  to the extent  such Swap  Contract is  permitted  by SECTION
      8.01,  ratably among the Lenders (and, in the case of such Swap Contracts,
      Affiliates of Lenders) in proportion to the respective  amounts  described
      in this clause THIRD held by them;

      FOURTH, to payment of that portion of the Obligations  constituting unpaid
      principal of the Loans and L/C  Borrowings  and breakage,  termination  or
      other  payments,  and any  interest  accrued  thereon,  due under any Swap
      Contract  between any Loan Party and any  Lender,  or any  Affiliate  of a
      Lender, to the extent such Swap Contract is permitted by SECTION 8.01, and
      to Cash  Collateralize  that portion of L/C  Obligations  comprised of the
      aggregate  undrawn amount of Letters of Credit,  ratably among the Lenders
      (and,  in the case of such  Swap  Contracts,  Affiliates  of  Lenders)  in
      proportion to the respective  amounts described in this clause FOURTH held
      by them; and


<PAGE>

      LAST,  the  balance,  if  any,  after  all of the  Obligations  have  been
      indefeasibly  paid in full,  to the Borrower or as  otherwise  required by
      Law.

      Subject  to  SECTION  2.03(C),  amounts  used  to Cash  Collateralize  the
aggregate  undrawn  amount of Letters of Credit  pursuant to clause FOURTH above
shall be applied to satisfy drawings under such Letters of Credit as they occur.
If any amount remains on deposit as Cash Collateral  after all Letters of Credit
have either been fully drawn or expired,  such remaining amount shall be applied
to the other Obligations, if any, in the order set forth above.


                                    ARTICLE X

                              ADMINISTRATIVE AGENT

      10.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT.

      (a) Each Lender hereby irrevocably appoints, designates and authorizes the
Administrative  Agent to take such action on its behalf under the  provisions of
this  Agreement  and each other Loan  Document  and to exercise  such powers and
perform  such  duties  as are  expressly  delegated  to it by the  terms of this
Agreement  or  any  other  Loan  Document,  together  with  such  powers  as are
reasonably  incidental  thereto.  Notwithstanding  any provision to the contrary
contained  elsewhere  herein or in any other Loan Document,  the  Administrative
Agent shall not have any duties or responsibilities,  except those expressly set
forth herein, nor shall the  Administrative  Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, 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 the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the  use of the  term  "agent"  herein  and in the  other  Loan  Documents  with
reference to the  Administrative  Agent is not intended to connote any fiduciary
or other implied (or express)  obligations  arising under agency doctrine of any
applicable Law. Instead,  such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

      (b) Each L/C Issuer shall act on behalf of the Lenders with respect to any
Letters of Credit issued by it and the documents associated therewith,  and such
L/C Issuer  shall have all of the benefits  and  immunities  (i) provided to the
Administrative  Agent  in this  ARTICLE  X with  respect  to any  acts  taken or
omissions  suffered  by such L/C  Issuer in  connection  with  Letters of Credit
issued by it or proposed to be issued by it and the  applications and agreements
for letters of credit  pertaining  to such  Letters of Credit as fully as if the
term  "Administrative  Agent" as used in this ARTICLE X and in the definition of
"Agent-Related  Person"  included  such L/C Issuer with  respect to such acts or
omissions,  and (ii) as  additionally  provided  herein with respect to such L/C
Issuer.

      10.02 DELEGATION OF DUTIES.

      The  Administrative  Agent  may  execute  any of  its  duties  under  this
Agreement  or any  other  Loan  Document  by or  through  agents,  employees  or
attorneys-in-fact  and  shall  be  entitled  to  advice  of  counsel  and  other
consultants  or experts  concerning all matters  pertaining to such duties.  The

<PAGE>

Administrative  Agent shall not be responsible  for the negligence or misconduct
of any  agent  or  attorney-in-fact  that it  selects  in the  absence  of gross
negligence or willful misconduct.

      10.03 LIABILITY OF ADMINISTRATIVE AGENT.

      No  Agent-Related  Person  shall (a) be  liable  for any  action  taken or
omitted to be taken by any of them under or in connection with this Agreement or
any other Loan Document or the transactions  contemplated hereby (except for its
own gross  negligence  or  willful  misconduct  in  connection  with its  duties
expressly set forth  herein),  or (b) be responsible in any manner to any Lender
or participant for any recital,  statement,  representation  or warranty made by
any Loan Party or any  officer  thereof,  contained  herein or in any other Loan
Document, or in any certificate, report, statement or other document referred to
or  provided  for in,  or  received  by the  Administrative  Agent  under  or in
connection  with,  this Agreement or any other Loan  Document,  or the validity,
effectiveness,  genuineness,  enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of any Loan Party or any other party
to any Loan  Document to perform its  obligations  hereunder or  thereunder.  No
Agent-Related  Person shall be under any obligation to any Lender or participant
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 or
any Affiliate thereof.

      10.04 RELIANCE BY ADMINISTRATIVE AGENT.

      (a) The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing,  communication,  signature,  resolution,
representation,  notice,  consent,  certificate,  affidavit,  letter,  telegram,
facsimile,  telex or telephone  message,  electronic mail message,  statement or
other document or  conversation  believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons,  and upon advice
and  statements  of  legal  counsel  (including  counsel  to  any  Loan  Party),
independent  accountants and other experts selected by the Administrative Agent.
The Administrative Agent shall be fully justified in failing or refusing to take
any action under any Loan Document  unless it shall first receive such advice or
concurrence  of the  Required  Lenders  as it deems  appropriate  and,  if it so
requests,  it shall  first be  indemnified  to its  satisfaction  by the Lenders
against any and all  liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative  Agent shall
in all cases be fully protected in acting,  or in refraining from acting,  under
this  Agreement  or any other  Loan  Document  in  accordance  with a request or
consent of the  Required  Lenders (or such  greater  number of Lenders as may be
expressly required hereby in any instance) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders.

      (b) For purposes of determining  compliance with the conditions  specified
in SECTION 5.01,  each Lender that has signed this Agreement  shall be deemed to
have consented to,  approved or accepted or to be satisfied  with, each document
or other  matter  required  thereunder  to be  consented  to or  approved  by or
acceptable or  satisfactory  to a Lender unless the  Administrative  Agent shall
have  received  notice  from such  Lender  prior to the  proposed  Closing  Date
specifying its objection thereto.


<PAGE>

      10.05 NOTICE OF DEFAULT.

      The  Administrative  Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default, except with respect to defaults in the payment
of principal,  interest and fees required to be paid to the Administrative Agent
for the  account of the  Lenders,  unless the  Administrative  Agent  shall have
received  written  notice  from a  Lender  or the  Borrower  referring  to  this
Agreement,  describing such Default and stating that such notice is a "notice of
default." The Administrative Agent will notify the Lenders of its receipt of any
such  notice.  The  Administrative  Agent shall take such action with respect to
such  Default as may be  directed by the  Required  Lenders in  accordance  with
ARTICLE IX; PROVIDED,  HOWEVER,  that unless and until the Administrative  Agent
has received any such direction,  the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such  Default  as it shall  deem  advisable  or in the best  interest  of the
Lenders.

      10.06 CREDIT  DECISION;  DISCLOSURE OF  INFORMATION BY  ADMINISTRATIVE
AGENT.

      Each  Lender  acknowledges  that no  Agent-Related  Person  has  made  any
representation  or warranty to it, and that no act by the  Administrative  Agent
hereafter  taken,  including any consent to and  acceptance of any assignment or
review of the  affairs  of any Loan  Party or any  Affiliate  thereof,  shall be
deemed to constitute any representation or warranty by any Agent-Related  Person
to any Lender as to any matter,  including  whether  Agent-Related  Persons have
disclosed  material  information in their possession.  Each Lender represents to
the  Administrative  Agent that it has,  independently and without reliance upon
any  Agent-Related  Person and based on such documents and information as it has
deemed  appropriate,  made  its own  appraisal  of and  investigation  into  the
business,  prospects,  operations,  property,  financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries,  and all
applicable  bank  or  other   regulatory  Laws  relating  to  the   transactions
contemplated  hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder.  Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such  documents and  information  as it shall deem  appropriate  at the time,
continue to make its own credit analysis,  appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such  investigations  as it deems necessary to inform itself as to the business,
prospects,   operations,   property,   financial   and   other   condition   and
creditworthiness of the Borrower and the other Loan Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative  Agent herein,  the  Administrative  Agent shall not have any
duty  or  responsibility  to  provide  any  Lender  with  any  credit  or  other
information concerning the business, prospects,  operations, property, financial
and other  condition  or  creditworthiness  of any of the Loan Parties or any of
their  respective   Affiliates  which  may  come  into  the  possession  of  any
Agent-Related Person.

      10.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT.

      Whether or not the transactions  contemplated hereby are consummated,  the
Lenders shall indemnify upon demand each Agent-Related Person (to the extent not
reimbursed by or on behalf of any Loan Party and without limiting the obligation
of any Loan Party to do so),  pro rata,  and hold  harmless  each  Agent-Related
Person  from and  against any and all  Indemnified  Liabilities  incurred by it;
PROVIDED,  HOWEVER,  that (a) no Lender  shall be liable for the  payment to any

<PAGE>

Agent-Related  Person of any  portion  of such  Indemnified  Liabilities  to the
extent  determined in a final judgment by a court of competent  jurisdiction  to
have resulted from such  Agent-Related  Person's own gross negligence or willful
misconduct;  PROVIDED,  HOWEVER,  that no action  taken in  accordance  with the
directions  of  the  Required  Lenders  shall  be  deemed  to  constitute  gross
negligence or willful  misconduct  for purposes of this SECTION 10.07 and (b) no
Lender  shall  be  liable  for the  payment  of any  portion  of an  Indemnified
Liability  pursuant to this SECTION 10.07 unless such Indemnified  Liability was
incurred  by the  Administrative  Agent in its  capacity  as such or by  another
Agent-Related  Person  acting  for the  Administrative  Agent in such  capacity.
Without   limitation  of  the  foregoing,   each  Lender  shall   reimburse  the
Administrative  Agent  upon  demand  for  its  ratable  share  of any  costs  or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with the preparation,  execution, delivery,  administration,
modification,  amendment or enforcement  (whether  through  negotiations,  legal
proceedings  or  otherwise)  of,  or  legal  advice  in  respect  of  rights  or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated  by or  referred to herein,  to the extent that the  Administrative
Agent is not reimbursed  for such expenses by or on behalf of the Borrower.  The
undertaking in this SECTION 10.07 shall survive  termination of the Commitments,
the payment of all other  Obligations and the resignation of the  Administrative
Agent.

      10.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

      Bank of America and its  Affiliates  may make loans to,  issue  letters of
credit for the account of, accept deposits from, acquire equity interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective  Affiliates
as though  Bank of America  were not the  Administrative  Agent or an L/C Issuer
hereunder  and  without  notice  to or  consent  of  the  Lenders.  The  Lenders
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive  information  regarding any Loan Party or its Affiliates  (including
information that may be subject to confidentiality  obligations in favor of such
Loan Party or such  Affiliate) and  acknowledge  that the  Administrative  Agent
shall be under no obligation to provide such  information to them.  With respect
to its Loans,  Bank of America  shall have the same rights and powers under this
Agreement as any other Lender and may exercise  such rights and powers as though
it were not the  Administrative  Agent or an L/C Issuer,  and the terms "Lender"
and "Lenders" include Bank of America in its individual capacity.

      10.09 SUCCESSOR ADMINISTRATIVE AGENT.

      The  Administrative  Agent may resign as Administrative  Agent upon thirty
days'  notice to the  Lenders;  provided  that any such  resignation  by Bank of
America  shall also  constitute  its  resignation  as L/C  Issuer and  Swingline
Lender. If the Administrative  Agent resigns under this Agreement,  the Required
Lenders  shall appoint from among the Lenders a successor  administrative  agent
for the Lenders,  which successor  administrative agent shall be consented to by
the Borrower at all times other than during the existence of an Event of Default
(which consent of the Borrower shall not be  unreasonably  withheld or delayed).
If no successor administrative agent is appointed prior to the effective date of
the  resignation  of the  Administrative  Agent,  the  Administrative  Agent may
appoint,  after  consulting  with the  Lenders  and the  Borrower,  a  successor
administrative  agent  from  among  the  Lenders.  Upon  the  acceptance  of its
appointment as successor  administrative  agent hereunder,  the Person acting as

<PAGE>

such  successor  administrative  agent shall succeed to all the rights,  powers,
obligations  and duties of the  retiring  Administrative  Agent,  L/C Issuer and
Swingline Lender and the respective terms  "Administrative  Agent", "L/C Issuer"
and "Swingline Lender" shall mean such successor administrative agent, Letter of
Credit  issuer and swingline  lender,  and the retiring  Administrative  Agent's
appointment,  powers and duties in such capacities  shall be terminated  without
any other further act or deed on its behalf.  After any retiring  Administrative
Agent's  resignation  hereunder as Administrative  Agent, the provisions of this
ARTICLE X and  SECTIONS  11.04 and 11.05  shall  inure to its  benefit as to any
actions  taken or  omitted to be taken by it while it was  Administrative  Agent
under  this  Agreement.  If  no  successor  administrative  agent  has  accepted
appointment as Administrative Agent by the date thirty 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 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.

      10.10 ADMINISTRATIVE AGENT MAY FILE PROOFS OF CLAIM.

      In case of the  pendency  of any  receivership,  insolvency,  liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial  proceeding  relative  to any  Loan  Party,  the  Administrative  Agent
(irrespective  of whether the principal of any Loan or L/C Obligation shall then
be due and  payable as herein  expressed  or by  declaration  or  otherwise  and
irrespective of whether the  Administrative  Agent shall have made any demand on
the  Borrower)  shall  be  entitled  and  empowered,  by  intervention  in  such
proceeding or otherwise:

            (a) to file and prove a claim for the whole amount of the  principal
      and interest owing and unpaid in respect of the Loans, L/C Obligations and
      all other  Obligations  that are owing and  unpaid  and to file such other
      documents  as may be necessary or advisable in order to have the claims of
      the  Lenders and the  Administrative  Agent  (including  any claim for the
      reasonable  compensation,  expenses,  disbursements  and  advances  of the
      Lenders  and the  Administrative  Agent and their  respective  agents  and
      counsel and all other amounts due the Lenders and the Administrative Agent
      under  SECTIONS  2.03(I) and (J), 2.09 and 11.04) allowed in such judicial
      proceeding; and

            (b) to collect and receive any monies or other  property  payable or
      deliverable on any such claims and to distribute the same;

and any custodian,  receiver,  assignee,  trustee,  liquidator,  sequestrator or
other similar official in any such judicial  proceeding is hereby  authorized by
each Lender to make such payments to the Administrative  Agent and, in the event
that the  Administrative  Agent  shall  consent to the  making of such  payments
directly to the Lenders,  to pay to the Administrative  Agent any amount due for
the  reasonable  compensation,  expenses,  disbursements  and  advances  of  the
Administrative  Agent and its agents and counsel,  and any other amounts due the
Administrative Agent under SECTIONS 2.09 and 11.04.

      Nothing  contained herein shall be deemed to authorize the  Administrative
Agent to  authorize or consent to or accept or adopt on behalf of any Lender any
plan of  reorganization,  arrangement,  adjustment or composition  affecting the

<PAGE>

Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.

      10.11 COLLATERAL AND GUARANTY MATTERS.

      The Lenders  irrevocably  authorize  the  Administrative  Agent,  at its
option and in its discretion,

            (a) to release any Lien on any Collateral  granted to or held by the
      Administrative  Agent under any Loan Document (i) upon  termination of the
      Aggregate  Revolving  Commitments  and payment in full of all  Obligations
      (other than contingent indemnification  obligations) and the expiration or
      termination  of all Letters of Credit,  (ii) that is  transferred or to be
      transferred  as part of or in connection  with any  Voluntary  Disposition
      permitted  hereunder or under any other Loan  Document or any  Involuntary
      Disposition, or (iii) as approved in accordance with SECTION 11.01;

            (b) to  subordinate  any Lien on any Property  granted to or held by
      the Administrative Agent under any Loan Document to the holder of any Lien
      on such Property securing Purchase Money Indebtedness that is permitted by
      SECTION 8.01; and

            (c) to release any Guarantor from its obligations under the Guaranty
      if such  Person  ceases to be a  Subsidiary  as a result of a  transaction
      permitted hereunder.

      Upon request by the Administrative Agent at any time, the Required Lenders
      will confirm in writing the Administrative Agent's authority to release or
      subordinate its interest in particular  types or items of Property,  or to
      release any Guarantor from its obligations under the Guaranty, pursuant to
      this SECTION 10.11.

      10.12 OTHER AGENTS; ARRANGERS AND MANAGERS.
      None of the  Lenders or other  Persons  identified  on the facing  page or
signature  pages of this  Agreement  as a  "syndication  agent,"  "documentation
agent," "co-agent," "book manager," "lead manager,"  "arranger," "lead arranger"
or  "co-arranger"   shall  have  any  right,   power,   obligation,   liability,
responsibility  or duty under this  Agreement  other  than,  in the case of such
Lenders,  those  applicable  to  all  Lenders  as  such.  Without  limiting  the
foregoing,  none of the Lenders or other Persons so identified  shall have or be
deemed  to  have  any  fiduciary  relationship  with  any  Lender.  Each  Lender
acknowledges that it has not relied, and will not rely, on any of the Lenders or
other  Persons so  identified  in  deciding to enter into this  Agreement  or in
taking or not taking action hereunder.


                                   ARTICLE XI

                                  MISCELLANEOUS

      11.01 AMENDMENTS, ETC.

      No  amendment or waiver of any  provision  of this  Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other Loan

<PAGE>

Party  therefrom,  shall be effective  unless in writing  signed by the Required
Lenders and the Borrower or the applicable  Loan Party,  as the case may be, and
acknowledged by the Administrative  Agent, and each such waiver or consent shall
be  effective  only in the specific  instance  and for the specific  purpose for
which given; PROVIDED, HOWEVER, that no such amendment, waiver or consent shall:

            (a) extend or increase the  Commitment  of any Lender (or  reinstate
      any  Commitment  terminated  pursuant to SECTION 9.02) without the written
      consent of such  Lender (it being  understood  and agreed that a waiver of
      any  condition  precedent  set forth in SECTION  5.02 or of any Default or
      Event of Default or a mandatory  reduction  in  Commitments  (other than a
      reduction  of the  Aggregate  Revolving  Commitments  pursuant  to SECTION
      2.06(B)(II))  is not considered an extension or increase in Commitments of
      any Lender);

            (b)  postpone  any date  fixed by this  Agreement  or any other Loan
      Document for any payment of principal (excluding  mandatory  prepayments),
      interest,  fees or  other  amounts  due to the  Lenders  (or any of  them)
      hereunder or under any other Loan Document  without the written consent of
      each Lender directly affected thereby;

            (c)  reduce  the  principal  of, or the rate of  interest  specified
      herein on, any Loan or L/C Borrowing, or any fees or other amounts payable
      hereunder or under any other Loan Document  without the written consent of
      each Lender directly affected thereby;  PROVIDED,  HOWEVER,  that only the
      consent of the Required Lenders shall be necessary to amend the definition
      of  "Default  Rate" or to waive  any  obligation  of the  Borrower  to pay
      interest at the Default Rate;

            (d) change SECTION 2.13 or SECTION 9.03 in a manner that would alter
      the pro rata  sharing of  payments  required  thereby  without the written
      consent of each Lender directly affected thereby;

            (e) change any provision of this SECTION  11.01(E) or the definition
      of  "Required  Revolving  Lenders"  or  "Required  Lenders"  or any  other
      provision  hereof  specifying the number or percentage of Lenders required
      to amend,  waive or  otherwise  modify  any rights  hereunder  or make any
      determination or grant any consent  hereunder  without the written consent
      of each Lender directly affected thereby;

            (f) except in  connection  with a  Voluntary  Disposition  permitted
      under SECTION 8.06,  release all or  substantially  all of the  Collateral
      without the written consent of each Lender directly affected thereby;

            (g) release the Borrower or, except in  connection  with a merger or
      consolidation  permitted  under  SECTION  8.05 or a Voluntary  Disposition
      permitted under SECTION 8.06, all or substantially  all of the Guarantors,
      from its or their obligations under the Loan Documents without the written
      consent of each Lender directly affected thereby; or

            (h) without the consent of Lenders (other than  Defaulting  Lenders)
      holding in the aggregate at least a majority of the outstanding  Tranche B
      Term Loan (and participations therein), amend, change, waive, discharge or

<PAGE>

      terminate SECTION 2.05(B)(III) so as to alter the manner of application of
      proceeds of any mandatory prepayment required by SECTION 2.05(B)(II);

and, PROVIDED FURTHER, that (i) no amendment, waiver or consent shall, unless in
writing and signed by each L/C Issuer in addition to the Lenders required above,
affect  the  rights or duties of such L/C Issuer  under  this  Agreement  or any
Letter of Credit  Application  relating to any Letter of Credit  issued or to be
issued by it; (ii) no amendment,  waiver or consent shall, unless in writing and
signed by the Swingline Lender in addition to the Lenders required above, affect
the rights or duties of the  Swingline  Lender  under this  Agreement;  (iii) no
amendment,  waiver  or  consent  shall,  unless  in  writing  and  signed by the
Administrative  Agent in  addition  to the Lenders  required  above,  affect the
rights or duties of the  Administrative  Agent under this Agreement or any other
Loan Document;  and (iv) the Fee Letter may be amended,  or rights or privileges
thereunder   waived,  in  a  writing  executed  only  by  the  parties  thereto.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment,  waiver or consent  hereunder,
except  that the  Commitment  of such  Lender may not be  increased  or extended
without the consent of such Lender.

Notwithstanding  the fact that the  consent of all the  Lenders is  required  in
certain circumstances as set forth above, (x) each Lender is entitled to vote as
such  Lender sees fit on any  bankruptcy  reorganization  plan that  affects the
Loans,  and each Lender  acknowledges  that the provisions of Section 1126(c) of
the United States  Bankruptcy Code supersedes the unanimous  consent  provisions
set forth herein and (y) the Required Lenders shall determine  whether or not to
allow a Loan Party to use cash  collateral  in the  context of a  bankruptcy  or
insolvency  proceeding  and such  determination  shall be  binding on all of the
Lenders.

      11.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

      (a) GENERAL.  Unless otherwise  expressly provided herein, all notices and
other  communications  provided for hereunder shall be in writing  (including by
facsimile  transmission).  All such written  notices  shall be mailed,  faxed or
delivered to the applicable address,  facsimile number or (subject to subsection
(c) below)  electronic  mail address,  and all notices and other  communications
expressly  permitted  hereunder  to be given by  telephone  shall be made to the
applicable telephone number, as follows:

            (i) if to the Borrower,  the Administrative  Agent, an L/C Issuer or
      the Swingline  Lender, to the address,  facsimile number,  electronic mail
      address or telephone number specified for such Person on SCHEDULE 11.02 or
      to such  other  address,  facsimile  number,  electronic  mail  address or
      telephone  number as shall be  designated by such party in a notice to the
      other parties; and

            (ii) if to any  other  Lender,  to the  address,  facsimile  number,
      electronic   mail   address  or   telephone   number   specified   in  its
      Administrative  Questionnaire or to such other address,  facsimile number,
      electronic mail address or telephone number as shall be designated by such
      party in a notice  to the  Borrower,  the  Administrative  Agent,  the L/C
      Issuers and the Swingline Lender.

      All such notices and other  communications  shall be deemed to be given or
made upon the  earlier to occur of (i)  actual  receipt  by the  relevant  party
hereto and (ii)(A) if delivered by hand or by courier,  when signed for by or on

<PAGE>

behalf of the relevant  party  hereto;  (B) if delivered by mail,  four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been  confirmed by telephone;  and (D) if delivered by
electronic  mail  (which  form of  delivery  is  subject  to the  provisions  of
subsection (c) below), when delivered; PROVIDED, HOWEVER, that notices and other
communications  to the  Administrative  Agent,  an L/C Issuer and the  Swingline
Lender pursuant to ARTICLE II shall not be effective until actually  received by
such  Person.  In no event shall a voicemail  message be  effective as a notice,
communication or confirmation hereunder.

      (b)  EFFECTIVENESS OF FACSIMILE  DOCUMENTS AND SIGNATURES.  Loan Documents
may be transmitted  and/or signed by facsimile.  The  effectiveness  of any such
documents and signatures  shall,  subject to applicable Law, have the same force
and  effect  as  manually  signed  originals  and shall be  binding  on all Loan
Parties,  the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such  documents and  signatures be confirmed by a manually
signed  original  thereof;  PROVIDED,  HOWEVER,  that the  failure to request or
deliver the same shall not limit the effectiveness of any facsimile  document or
signature.

      (c) LIMITED USE OF ELECTRONIC  MAIL. With respect to notices or deliveries
permitted  or required  hereunder,  electronic  mail and  internet  and intranet
websites  may be  used  only  to  distribute  routine  communications,  such  as
financial  statements and other  information as provided in SECTION 7.01, and to
distribute Loan Documents for execution by the parties  thereto,  and may not be
used for any other purpose.

      (d) RELIANCE BY ADMINISTRATIVE AGENT AND LENDERS. The Administrative Agent
and the Lenders  shall be  entitled to rely and act upon any notices  (including
telephonic Loan Notices and Swingline Loan Notices)  purportedly  given by or on
behalf  of the  Borrower  even if (i)  such  notices  were  not made in a manner
specified herein,  were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the
recipient,  varied from any confirmation  thereof.  The Borrower shall indemnify
each Agent-Related Person and each Lender from all losses,  costs,  expenses and
liabilities   resulting  from  the  reliance  by  such  Person  on  each  notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other  communications  with the  Administrative  Agent  may be  recorded  by the
Administrative  Agent,  and each of the parties  hereto hereby  consents to such
recording.

      11.03 NO WAIVER; CUMULATIVE REMEDIES.

      No failure by any Lender or the Administrative  Agent to exercise,  and no
delay by any such Person in exercising,  any right,  remedy,  power or privilege
hereunder  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise of any right,  remedy,  power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights,  remedies,  powers and  privileges  herein  provided are
cumulative  and not  exclusive of any rights,  remedies,  powers and  privileges
provided by law.

      11.04 ATTORNEY COSTS, EXPENSES AND TAXES.

      The Borrower agrees (a) to pay or reimburse the  Administrative  Agent for
all reasonable  costs and expenses  incurred in connection with the development,
preparation,  negotiation  and  execution of this  Agreement  and the other Loan
Documents  and any  amendment,  waiver,  consent  or other  modification  of the

<PAGE>

provisions  hereof and  thereof  (whether or not the  transactions  contemplated
hereby or thereby are consummated),  and the consummation and  administration of
the transactions  contemplated hereby and thereby,  including all Attorney Costs
and costs and expenses in connection  with the use of Intralinks,  Inc. or other
similar information  transmission systems in connection with this Agreement, and
(b) to pay or  reimburse  the  Administrative  Agent  and  each  Lender  for all
reasonable  costs and  expenses  incurred in  connection  with the  enforcement,
attempted  enforcement,  or  preservation  of any rights or remedies  under this
Agreement  or the other Loan  Documents  (including  all such costs and expenses
incurred during any "workout" or restructuring in respect of the Obligations and
during any legal  proceeding,  including any proceeding  under any Debtor Relief
Law),  including  all Attorney  Costs.  The foregoing  costs and expenses  shall
include all search, filing, recording, title insurance and appraisal charges and
fees and taxes related  thereto,  and other  reasonable  out-of-pocket  expenses
incurred by the  Administrative  Agent and the  reasonable  cost of  independent
public  accountants  and other outside  experts  retained by the  Administrative
Agent or any Lender.  All amounts due under this SECTION  11.04 shall be payable
within ten Business Days after demand  therefor.  The agreements in this Section
11.04 shall survive the termination of the Aggregate  Revolving  Commitments and
repayment of all other Obligations.

      11.05 INDEMNIFICATION BY THE BORROWER.

      Whether or not the transactions  contemplated hereby are consummated,  the
Borrower agrees to indemnify and hold harmless each Agent-Related  Person,  each
Lender and their respective Affiliates, directors, officers, employees, counsel,
trustees,    advisors,   agents   and   attorneys-in-fact    (collectively   the
"INDEMNITEES")  from and against any and all liabilities,  obligations,  losses,
damages, penalties,  claims, demands, actions, judgments, suits, costs, expenses
and  disbursements  (including  Attorney Costs) of any kind or nature whatsoever
which may at any time be imposed on,  incurred  by or asserted  against any such
Indemnitee  in any way relating to or arising out of or in  connection  with (a)
the execution, delivery, enforcement,  performance or administration of any Loan
Document or any other  agreement,  letter or instrument  delivered in connection
with  the  transactions   contemplated   thereby  or  the  consummation  of  the
transactions contemplated thereby, (b) any Commitment,  Loan or Letter of Credit
or the use or proposed use of the proceeds  therefrom  (including any refusal by
an L/C  Issuer  to honor a demand  for  payment  under a Letter of Credit if the
documents  presented in connection  with such demand do not strictly comply with
the terms of such  Letter of  Credit),  (c) any  actual or alleged  presence  or
release of hazardous wastes,  environmental  contaminants or other substances on
or from any property  currently or formerly  owned or operated by the  Borrower,
any  Subsidiary  or any other Loan Party,  or any  liability  arising  from Laws
relating to pollution and the protection of the  environment  that relate in any
way to the Borrower,  any Subsidiary or any other Loan Party,  or (d) any actual
or prospective claim, litigation, investigation or proceeding relating to any of
the foregoing,  whether based on contract,  tort or any other theory  (including
any investigation  of,  preparation for, or defense of any pending or threatened
claim,  investigation,  litigation or proceeding)  and regardless of whether any
Indemnitee is a party thereto (all the foregoing, collectively, the "INDEMNIFIED
LIABILITIES");  PROVIDED that such indemnity shall not, as to any Indemnitee, be
available to the extent that such  liabilities,  obligations,  losses,  damages,
penalties,  claims,  demands,  actions,  judgments,  suits,  costs,  expenses or
disbursements  are  determined  by a court of  competent  jurisdiction  by final
judgment to have  resulted from the gross  negligence  or willful  misconduct of
such Indemnitee.  No Indemnitee shall be liable for any damages arising from the

<PAGE>

use by others of any information or other materials  obtained through IntraLinks
or other  similar  information  transmission  systems  in  connection  with this
Agreement, nor shall any Loan Party or any Indemnitee have any liability for any
indirect or  consequential  damages relating to this Agreement or any other Loan
Document or arising out of its  activities in  connection  herewith or therewith
(whether  before or after the Closing Date).  All amounts due under this SECTION
11.05 shall be payable  within ten  Business  Days after  demand  therefor.  The
agreements  in  this  SECTION  11.05  shall  survive  the   resignation  of  the
Administrative  Agent,  the  replacement of any Lender,  the  termination of the
Commitments  and the  repayment,  satisfaction  or  discharge  of all the  other
Obligations.

      11.06 PAYMENTS SET ASIDE.

      To the extent  that any  payment by or on behalf of any Loan Party is made
to the Administrative  Agent or any Lender, or the  Administrative  Agent or any
Lender exercises its right of set-off,  and such payment or the proceeds of such
set-off  or  any  part  thereof  is  subsequently  invalidated,  declared  to be
fraudulent or  preferential,  set aside or required  (including  pursuant to any
settlement  entered  into by the  Administrative  Agent  or such  Lender  in its
discretion)  to be  repaid  to a  trustee,  receiver  or  any  other  party,  in
connection  with any proceeding  under any Debtor Relief Law or otherwise,  then
(a) to the extent of such recovery,  the  obligation or part thereof  originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not  occurred,  and (b)
each Lender severally agrees to pay to the Administrative  Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent,  plus  interest  thereon  from the date of such  demand  to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

      11.07 SUCCESSORS AND ASSIGNS.

      (a) The  provisions of this  Agreement  shall be binding upon and inure to
the benefit of the parties  hereto and their  respective  successors and assigns
permitted hereby,  except that the Borrower may not assign or otherwise transfer
any of its rights or obligations  hereunder without the prior written consent of
each Lender and no Lender may assign or otherwise  transfer any of its rights or
obligations  hereunder except (i) to an Eligible Assignee in accordance with the
provisions of subsection (b) of this SECTION 11.07, (ii) by way of participation
in accordance  with the  provisions  of subsection  (d) of this SECTION 11.07 or
(iii) by way of pledge or  assignment  of a  security  interest  subject  to the
restrictions  of subsection  (f) of this SECTION 11.07 (and any other  attempted
assignment  or transfer by any party hereto shall be null and void).  Nothing in
this  Agreement,  expressed  or implied,  shall be  construed to confer upon any
Person (other than the parties hereto,  their respective  successors and assigns
permitted hereby,  Participants to the extent provided in subsection (d) of this
SECTION 11.07 and, to the extent expressly contemplated hereby, the Indemnitees)
any  legal or  equitable  right,  remedy  or claim  under or by  reason  of this
Agreement.

      (b) Any Lender may at any time  assign to one or more  Eligible  Assignees
all or a portion of its rights and obligations  under this Agreement  (including
all or a portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations and in Swingline Loans) at the
time owing to it);  PROVIDED that (i) except in the case of an assignment of the
entire  remaining amount of the assigning  Lender's  Commitment and the Loans at
the time owing to it or in the case of an assignment to a Lender or an Affiliate
of a Lender or an Approved  Fund (as defined in  subsection  (g) of this SECTION

<PAGE>

11.07) with respect to a Lender,  the aggregate amount of the Commitment  (which
for this purpose  includes Loans  outstanding  thereunder)  subject to each such
assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative  Agent or, if "Trade Date"
is specified in the Assignment and Assumption,  as of the Trade Date,  shall not
be less than  $5,000,000  in the case of an  assignment  of Revolving  Loans and
$1,000,000  in the case of an  assignment of Tranche B Term Loans unless each of
the Administrative Agent and, so long as no Event of Default has occurred and is
continuing,  the  Borrower  otherwise  consents  (each  such  consent  not to be
unreasonably withheld or delayed); (ii) each partial assignment shall be made as
an assignment of a  proportionate  part of all the assigning  Lender's Loans and
Commitments,  and rights and obligations with respect thereto,  assigned, except
that this clause (ii) shall not apply to rights in respect of Swingline Loans or
the Tranche B Term Loan; (iii) any assignment of a Revolving  Commitment must be
approved by the  Administrative  Agent, the L/C Issuers and the Swingline Lender
unless the Person that is the proposed  assignee is itself a Lender  (whether or
not the proposed assignee would otherwise qualify as an Eligible Assignee);  and
(iv)  the  parties  to  each  assignment   shall  execute  and  deliver  to  the
Administrative  Agent an Assignment and  Assumption,  together with a processing
and  recordation fee of $3,500.  Subject to acceptance and recording  thereof by
the Administrative  Agent pursuant to subsection (c) of this SECTION 11.07, from
and after the effective date specified in each  Assignment and  Assumption,  the
Eligible  Assignee  thereunder  shall be a party to this  Agreement  and, to the
extent of the interest  assigned by such  Assignment  and  Assumption,  have the
rights and  obligations  of a Lender  under this  Agreement,  and the  assigning
Lender  thereunder  shall,  to the  extent  of the  interest  assigned  by  such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption  covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall  continue to be entitled to the benefits of SECTIONS
3.01,  3.04,  3.05,  11.04 and 11.05  with  respect  to facts and  circumstances
occurring  prior to the effective date of such  assignment).  Upon request,  the
Borrower  (at its  expense)  shall  execute and  deliver a Note to the  assignee
Lender.  Any assignment or transfer by a Lender of rights or  obligations  under
this  Agreement that does not comply with this  subsection  shall be treated for
purposes of this Agreement as a sale by such Lender of a  participation  in such
rights and obligations in accordance with subsection (d) of this SECTION 11.07.

      (c) The Administrative  Agent,  acting solely for this purpose as an agent
of the Borrower,  shall maintain at the Administrative  Agent's Office a copy of
each  Assignment  and  Assumption  delivered  to  it  and  a  register  for  the
recordation of the names and addresses of the Lenders,  and the  Commitments of,
and  principal  amounts of the Loans and L/C  Obligations  owing to, each Lender
pursuant to the terms hereof from time to time (the "REGISTER").  The entries in
the Register shall be conclusive,  absent manifest error, and the Borrower,  the
Administrative  Agent  and the  Lenders  may treat  each  Person  whose  name is
recorded in the Register  pursuant to the terms hereof as a Lender hereunder for
all purposes of this  Agreement,  notwithstanding  notice to the  contrary.  The
Register  shall be available for  inspection by the Borrower and any Lender,  at
any reasonable time and from time to time upon reasonable prior notice.

      (d) Any Lender may at any time,  without the consent of, or notice to, the
Borrower or the Administrative  Agent, sell  participations to any Person (other
than a natural  person or the Borrower or any of the  Borrower's  Affiliates  or
Subsidiaries)  (each,  a  "PARTICIPANT")  in all or a portion  of such  Lender's

<PAGE>

rights and/or  obligations  under this Agreement  (including all or a portion of
its Commitment  and/or the Loans (including such Lender's  participations in L/C
Obligations  and/or  Swingline  Loans)  owing  to it);  PROVIDED  that  (i) such
Lender's  obligations  under this Agreement  shall remain  unchanged,  (ii) such
Lender shall  remain  solely  responsible  to the other  parties  hereto for the
performance of such obligations and (iii) the Borrower, the Administrative Agent
and the other  Lenders  shall  continue  to deal solely and  directly  with such
Lender in  connection  with such  Lender's  rights  and  obligations  under this
Agreement.  Any agreement or instrument  pursuant to which a Lender sells such a
participation  shall  provide  that such Lender  shall  retain the sole right to
enforce this Agreement and to approve any amendment,  modification  or waiver of
any provision of this Agreement;  PROVIDED that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment,  waiver or other modification described in clauses (a) through
(g)  of  the  first  proviso  to  SECTION  11.01  that  directly   affects  such
Participant.  Subject to  subsection  (e) of this  SECTION  11.07,  the Borrower
agrees that each Participant shall be entitled to the benefits of SECTIONS 3.01,
3.04 and 3.05 to the same  extent as if it were a Lender  and had  acquired  its
interest by assignment  pursuant to subsection (b) of this SECTION 11.07. To the
extent permitted by law, each Participant also shall be entitled to the benefits
of SECTION 11.09 as though it were a Lender, PROVIDED such Participant agrees to
be subject to SECTION 2.13 as though it were a Lender.

      (e) A  Participant  shall not be entitled  to receive any greater  payment
under SECTION 3.01 or 3.04 than the  applicable  Lender would have been entitled
to receive with respect to the participation  sold to such  Participant,  unless
the sale of the  participation  to such  Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of SECTION 3.01 unless the Borrower
is notified of the  participation  sold to such Participant and such Participant
agrees, for the benefit of the Borrower,  to comply with SECTION 11.15 as though
it were a Lender.

      (f) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement  (including under its Note, if
any) to secure obligations of such Lender, including any pledge or assignment to
secure  obligations to a Federal  Reserve Bank;  PROVIDED that no such pledge or
assignment  shall release such Lender from any of its  obligations  hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

      (g) As used herein, the following terms have the following meanings:

            "ELIGIBLE  ASSIGNEE"  means  (a) a  Lender;  (b) an  Affiliate  of a
      Lender;  (c) an  Approved  Fund;  and (d) any other  Person  (other than a
      natural person) approved by (i) the Administrative  Agent (and in the case
      of an  assignment  of a  Revolving  Commitment,  the L/C  Issuers  and the
      Swingline Lender), and (ii) unless an Event of Default has occurred and is
      continuing,  the  Borrower  (each  such  approval  not to be  unreasonably
      withheld  or  delayed);   PROVIDED  that  notwithstanding  the  foregoing,
      "Eligible  Assignee"  shall  not  include  the  Borrower  or  any  of  the
      Borrower's Affiliates or Subsidiaries.


<PAGE>

            "FUND"  means any Person  (other than a natural  person) that is (or
      will be) engaged in making, purchasing,  holding or otherwise investing in
      commercial  loans and similar  extensions of credit in the ordinary course
      of its business.

            "APPROVED  FUND" means any Fund that is  administered  or managed by
      (a) a  Lender,  (b) an  Affiliate  of a  Lender  or (c)  an  entity  or an
      Affiliate of an entity that administers or manages a Lender.

      (h)  Notwithstanding  anything to the contrary contained herein, if at any
time  Bank of  America  assigns  all of its  Commitment  and Loans  pursuant  to
subsection  (b) above,  Bank of America may, (i) upon thirty days' notice to the
Borrower and the Lenders,  resign as an L/C Issuer and/or (ii) upon thirty days'
notice to the  Borrower,  resign as Swingline  Lender.  In the event of any such
resignation as L/C Issuer or Swingline Lender, the Borrower shall be entitled to
appoint  from  among the  Lenders a  successor  L/C Issuer or  Swingline  Lender
hereunder;  PROVIDED,  HOWEVER,  that no failure by the  Borrower to appoint any
such successor  shall affect the resignation of Bank of America as L/C Issuer or
Swingline  Lender, as the case may be. If Bank of America resigns as L/C Issuer,
it shall retain all the rights and  obligations of an L/C Issuer  hereunder with
respect  to  all  Letters  of  Credit  issued  by it and  outstanding  as of the
effective  date of its  resignation as L/C Issuer and all L/C  Obligations  with
respect  thereto  (including  the right to require the Lenders to make Base Rate
Loans or fund risk  participations  in Unreimbursed  Amounts pursuant to SECTION
2.03(C)).  If Bank of America resigns as Swingline  Lender,  it shall retain all
the rights of the  Swingline  Lender  provided  for  hereunder  with  respect to
Swingline  Loans made by it and  outstanding  as of the  effective  date of such
resignation,  including the right to require the Lenders to make Base Rate Loans
or fund risk  participations in outstanding  Swingline Loans pursuant to SECTION
2.04(C).

      11.08 CONFIDENTIALITY.

      Each of the  Administrative  Agent and the Lenders  agrees to maintain the
confidentiality  of the Information (as defined below),  except that Information
may be disclosed (a) to its and its Affiliates' directors,  officers,  employees
and agents,  including accountants,  legal counsel and other advisors and to any
direct or indirect contractual counterparty (or such contractual  counterparty's
professional  advisor)  under any swap agreement  relating to Loans  outstanding
under  this  Agreement  (it  being  understood  that the  Persons  to whom  such
disclosure  is  made  will  be  informed  of the  confidential  nature  of  such
Information and instructed to keep such  Information  confidential);  (b) to the
extent  requested by any  regulatory  authority;  (c) to the extent  required by
applicable laws or regulations or by any subpoena or similar legal process;  (d)
to any other party to this Agreement; (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding  relating to this Agreement
or the enforcement of rights hereunder;  (f) subject to an agreement  containing
provisions  substantially  the same as those of this SECTION  11.08,  to (i) any
Eligible Assignee of or Participant in, or any prospective  Eligible Assignee of
or Participant in, any of its rights or obligations under this Agreement or (ii)
any direct or indirect contractual  counterparty or prospective counterparty (or
such  contractual  counterparty's  or  prospective  counterparty's  professional
advisor) to any credit  derivative  transaction  relating to  obligations of the
Loan  Parties;  (g) with the  consent of the  Borrower;  (h) to the extent  such
Information (i) becomes publicly available other than as a result of a breach of
this SECTION 11.08 or (ii) becomes available to the Administrative  Agent or any
Lender on a  nonconfidential  basis from a source other than the Borrower (other

<PAGE>

than through a Person whom the  Administrative  Agent or such Lender knows to be
acting in violation of his or its  obligations to the Borrower or any other Loan
Party);  or (i) to the National  Association of Insurance  Commissioners  or any
other  similar  organization  or any  nationally  recognized  rating agency that
requires access to information  about a Lender's or its  Affiliates'  investment
portfolio in connection  with ratings  issued with respect to such Lender or its
Affiliates;  PROVIDED,  that in the event of any  disclosure  under  clause  (c)
above,  the  Administrative  Agent or such Lender (as the case may be) agrees to
use reasonable  efforts to inform the Borrower of such disclosure as promptly as
practicable to the extent not prohibited by law. In addition, the Administrative
Agent and the  Lenders  may,  with the prior  written  consent of the  Borrower,
disclose the existence of this Agreement and information about this Agreement to
market data collectors,  similar service providers to the lending industry,  and
service providers to the Administrative Agent and the Lenders in connection with
the administration  and management of this Agreement,  the other Loan Documents,
the  Commitments,  and the Credit  Extensions.  For the purposes of this SECTION
11.08, "INFORMATION" means all information received from any Loan Party relating
to any Loan  Party or its  business,  other  than any such  information  that is
available to the Administrative  Agent or any Lender on a nonconfidential  basis
prior to disclosure by any Loan Party; PROVIDED that, in the case of information
received from a Loan Party after the date hereof,  such  information  is clearly
identified in writing at the time of delivery as  confidential  or  proprietary.
Any Person required to maintain the  confidentiality  of Information as provided
in this SECTION 11.08 shall be  considered to have complied with its  obligation
to do so if such Person has  exercised  the same degree of care to maintain  the
confidentiality  of such  Information  as such  Person  would  accord to its own
confidential  information.  Notwithstanding  anything  herein  to the  contrary,
"Information" shall not include,  and the Borrower,  the other Loan Parties, the
Administrative  Agent, each Lender and the respective  Affiliates of each of the
foregoing (and the respective partners, directors,  officers, employees, agents,
advisors  and  other   representatives  of  each  of  the  foregoing  and  their
Affiliates) may disclose to any and all Persons,  without limitation of any kind
(a) any  information  with  respect  to the U.S.  federal  and state  income tax
treatment  of the  transactions  contemplated  hereby  and any facts that may be
relevant to understanding such tax treatment,  which facts shall not include for
this  purpose  the names of the parties or any other  Person  named  herein,  or
information  that  would  permit  identification  of the  parties  or such other
Persons,  or  any  pricing  terms  or  other  nonpublic  business  or  financial
information  that is  unrelated  to such tax  treatment  or  facts,  and (b) all
materials of any kind  (including  opinions or other tax  analyses)  relating to
such tax treatment or facts that are provided to any of the Persons  referred to
above.

      11.09 SET-OFF.

      In  addition to any rights and  remedies  of the Lenders  provided by law,
upon the  occurrence and during the  continuance  of any Event of Default,  each
Lender and any  Affiliate of any Lender is  authorized at any time and from time
to time,  without prior notice to the Borrower or any other Loan Party, any such
notice  being  waived by the  Borrower  (on its own behalf and on behalf of each
Loan Party) to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special,  time or demand,  provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or for
the credit or the account of the  respective  Loan  Parties  against any and all
Obligations owing to such Lender hereunder or under any other Loan Document, now
or hereafter existing,  irrespective of whether or not the Administrative  Agent
or such Lender  shall have made demand  under this  Agreement  or any other Loan
Document  and  although  such  Obligations  may be  contingent  or  unmatured or

<PAGE>

denominated  in a  currency  different  from that of the  applicable  deposit or
indebtedness.  Each  Lender  agrees  promptly  to notify  the  Borrower  and the
Administrative Agent after any such set-off and application made by such Lender;
PROVIDED,  HOWEVER,  that the failure to give such  notice  shall not affect the
validity of such set-off and application.

      11.10 INTEREST RATE LIMITATION.

      Notwithstanding  anything to the contrary  contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not exceed
the maximum  rate of  non-usurious  interest  permitted by  applicable  Law (the
"MAXIMUM  RATE").  If the  Administrative  Agent  or any  Lender  shall  receive
interest in an amount that exceeds the Maximum Rate,  the excess  interest shall
be  applied  to the  principal  of the  Loans  or,  if it  exceeds  such  unpaid
principal,  refunded  to the  Borrower.  In  determining  whether  the  interest
contracted for,  charged,  or received by the  Administrative  Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize  any payment that is not principal as an expense,  fee, or
premium rather than interest,  (b) exclude voluntary prepayments and the effects
thereof,  and (c) amortize,  prorate,  allocate,  and spread in equal or unequal
parts the total  amount of  interest  throughout  the  contemplated  term of the
Obligations hereunder.

      11.11 COUNTERPARTS.

      This Agreement may be executed in one or more counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.

      11.12 INTEGRATION.

      This  Agreement,  together  with the other Loan  Documents,  comprises the
complete and  integrated  agreement of the parties on the subject  matter hereof
and  thereof  and  supersedes  all prior  agreements,  written or oral,  on such
subject  matter.  In the event of any conflict  between the  provisions  of this
Agreement and those of any other Loan Document, the provisions of this Agreement
shall control; PROVIDED that the inclusion of supplemental rights or remedies in
favor of the  Administrative  Agent or the  Lenders in any other  Loan  Document
shall not be deemed a  conflict  with this  Agreement.  Each Loan  Document  was
drafted with the joint participation of the respective parties thereto and shall
be construed neither against nor in favor of any party, but rather in accordance
with the fair meaning thereof.

      11.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

      All  representations  and warranties  made hereunder and in any other Loan
Document or other document delivered pursuant hereto or thereto or in connection
herewith or  therewith  shall  survive the  execution  and  delivery  hereof and
thereof. Such representations and warranties have been or will be relied upon by
the Administrative  Agent and each Lender,  regardless of any investigation made
by the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative  Agent or any Lender may have had notice or knowledge of
any  Default at the time of any Credit  Extension,  and shall  continue  in full
force and  effect as long as any Loan or any other  Obligation  hereunder  shall
remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.


<PAGE>

      11.14 SEVERABILITY.

      If any provision of this  Agreement or the other Loan Documents is held to
be  illegal,   invalid  or  unenforceable,   (a)  the  legality,   validity  and
enforceability of the remaining  provisions of this Agreement and the other Loan
Documents  shall not be affected or impaired  thereby and (b) the parties  shall
endeavor  in  good  faith  negotiations  to  replace  the  illegal,  invalid  or
unenforceable  provisions  with valid  provisions  the economic  effect of which
comes as close as  possible  to that of the  illegal,  invalid or  unenforceable
provisions. The invalidity of a provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.

      11.15 TAX FORMS.

            (a) (i) Each Lender that is not a "United  States person" within the
      meaning of Section  7701(a)(30)  of the Internal  Revenue Code (a "FOREIGN
      LENDER") shall deliver to the  Administrative  Agent,  prior to receipt of
      any payment  subject to  withholding  under the Internal  Revenue Code (or
      upon  accepting  an  assignment  of an interest  herein),  two duly signed
      completed  copies  of either  IRS Form  W-8BEN  or any  successor  thereto
      (relating to such  Foreign  Lender and  entitling it to an exemption  from
      withholding  tax on all payments to be made to such Foreign  Lender by the
      Borrower  pursuant to this  Agreement) or IRS Form W-8ECI or any successor
      thereto (relating to all payments to be made to such Foreign Lender by the
      Borrower  pursuant to this Agreement) or such other evidence  satisfactory
      to the Borrower and the  Administrative  Agent that such Foreign Lender is
      entitled  to  an  exemption  from  U.S.  withholding  tax,  including  any
      exemption  pursuant  to  Section  881(c)  of the  Internal  Revenue  Code.
      Thereafter  and from time to time,  each  such  Foreign  Lender  shall (A)
      promptly submit to the Administrative Agent such additional duly completed
      and signed copies of one of such forms (or such  successor  forms as shall
      be  adopted  from  time to  time  by the  relevant  United  States  taxing
      authorities)  as may then be available  under then current  United  States
      laws and  regulations to avoid, or such evidence as is satisfactory to the
      Borrower and the  Administrative  Agent of any available  exemption  from,
      United States  withholding  taxes in respect of all payments to be made to
      such  Foreign  Lender by the  Borrower  pursuant  to this  Agreement,  (B)
      promptly notify the  Administrative  Agent of any change in  circumstances
      which would modify or render invalid any claimed  exemption,  and (C) take
      such  steps as  shall  not be  materially  disadvantageous  to it,  in the
      reasonable  judgment of such Lender,  and as may be  reasonably  necessary
      (including  the  re-designation  of  its  Lending  Office)  to  avoid  any
      requirement  of  applicable  Laws that the Borrower  make any deduction or
      withholding for taxes from amounts payable to such Foreign Lender.

            (ii) Each Foreign Lender, to the extent it does not act or ceases to
      act for its own  account  with  respect to any portion of any sums paid or
      payable to such Lender under any of the Loan  Documents  (for example,  in
      the case of a typical participation by such Lender),  shall deliver to the
      Administrative  Agent on the date when such Foreign  Lender  ceases to act
      for its own account  with  respect to any portion of any such sums paid or
      payable,  and at such other times as may be necessary in the determination
      of  the   Administrative   Agent  (in  the  reasonable   exercise  of  its
      discretion),  (A)  two  duly  signed  completed  copies  of the  forms  or
      statements  required to be provided by such Lender as set forth above,  to

<PAGE>

      establish  the  portion of any such sums paid or payable  with  respect to
      which such  Lender  acts for its own  account  that is not subject to U.S.
      withholding  tax,  and (B) two duly  signed  completed  copies of IRS Form
      W-8IMY (or any  successor  thereto),  together with any  information  such
      Lender  chooses to transmit with such form,  and any other  certificate or
      statement  of  exemption  required  under the Internal  Revenue  Code,  to
      establish  that such Lender is not acting for its own account with respect
      to a portion of any such sums payable to such Lender.

            (iii) The  Borrower  shall  not be  required  to pay any  additional
      amount to any Foreign  Lender  under  SECTION 3.01 (A) with respect to any
      Taxes required to be deducted or withheld on the basis of the information,
      certificates or statements of exemption such Lender  transmits with an IRS
      Form W-8IMY pursuant to this SECTION  11.15(A) or (B) if such Lender shall
      have failed to satisfy the foregoing  provisions of this SECTION 11.15(A);
      PROVIDED that if such Lender shall have satisfied the  requirement of this
      SECTION  11.15(A) on the date such Lender became a Lender or ceased to act
      for its own  account  with  respect to any  payment  under any of the Loan
      Documents,  nothing in this SECTION 11.15(A) shall relieve the Borrower of
      its  obligation  to pay any amounts  pursuant to SECTION 3.01 in the event
      that,  as a  result  of  any  change  in any  applicable  law,  treaty  or
      governmental   rule,   regulation   or  order,   or  any   change  in  the
      interpretation,  administration or application thereof,  such Lender is no
      longer properly entitled to deliver forms,  certificates or other evidence
      at a  subsequent  date  establishing  the fact that  such  Lender or other
      Person for the  account of which such  Lender  receives  any sums  payable
      under any of the Loan Documents is not subject to withholding.

            (iv) The Administrative  Agent may, without reduction,  withhold any
      Taxes  required to be deducted and withheld  from any payment under any of
      the Loan  Documents  with respect to which the Borrower is not required to
      pay additional amounts under this SECTION 11.15(A).

            (b) Upon the request of the  Administrative  Agent, each Lender that
      is a "United States  person" within the meaning of Section  7701(a)(30) of
      the Internal  Revenue Code shall deliver to the  Administrative  Agent two
      duly signed  completed  copies of IRS Form W-9.  If such  Lender  fails to
      deliver such forms,  then the  Administrative  Agent may withhold from any
      interest  payment to such Lender an amount  equivalent  to the  applicable
      back-up  withholding  tax imposed by the Internal  Revenue  Code,  without
      reduction.

            (c) If any Governmental  Authority  asserts that the  Administrative
      Agent did not properly  withhold or backup  withhold,  as the case may be,
      any tax or other  amount from  payments  made to or for the account of any
      Lender,  such Lender shall  indemnify the  Administrative  Agent therefor,
      including  all   penalties   and  interest,   any  taxes  imposed  by  any
      jurisdiction on the amounts payable to the Administrative Agent under this
      SECTION 11.16,  and costs and expenses  (including  Attorney Costs) of the
      Administrative  Agent.  The  obligation  of the Lenders under this SECTION
      11.15  shall  survive  the   termination   of  the   Aggregate   Revolving
      Commitments,   repayment  of  all  other  Obligations  hereunder  and  the
      resignation of the Administrative Agent.


<PAGE>

      11.16 REPLACEMENT OF LENDERS.

      Under any circumstances set forth herein providing that the Borrower shall
have the right to replace a Lender as a party to this  Agreement,  the  Borrower
may,  upon  notice to such Lender and the  Administrative  Agent,  replace  such
Lender by causing such Lender to assign its  Commitment  and  outstanding  Loans
(with the assignment  fee to be paid by the Borrower in such instance)  pursuant
to SECTION 11.07(B) to one or more other Lenders or Eligible  Assignees procured
by the Borrower; PROVIDED, HOWEVER, that if the Borrower elects to exercise such
right with  respect  to any Lender  pursuant  to  SECTION  3.06(B),  it shall be
obligated  to  replace  all  Lenders   that  have  made  similar   requests  for
compensation  pursuant to SECTION 3.01 or 3.04.  The  Borrower  shall (x) pay in
full all  principal,  interest,  fees and  other  amounts  owing to such  Lender
through  the date of  replacement  (including  any amounts  payable  pursuant to
SECTION 3.05),  (y) provide  appropriate  assurances and indemnities  (which may
include  letters of credit) to the L/C Issuers and the Swingline  Lender as each
may  reasonably  require  with  respect  to any  continuing  obligation  to fund
participation  interests  in any L/C  Obligations  or any  Swingline  Loans then
outstanding,  and (z) release  such Lender from its  obligations  under the Loan
Documents. Any Lender being replaced shall execute and deliver an Assignment and
Assumption with respect to such Lender's  Commitment and  outstanding  Loans and
participations in L/C Obligations and Swingline Loans.

      11.17 GOVERNING LAW.

      (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
the LAW OF THE  STATE  OF NEW  YORK  applicable  to  agreements  made  and to be
performed entirely within such State; PROVIDED THAT THE ADMINISTRATIVE Agent AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

      (b) ANY LEGAL ACTION OR PROCEEDING  WITH RESPECT TO THIS  AGREEMENT OR ANY
OTHER  LOAN  DOCUMENT  MAY BE  BROUGHT  IN THE  COURTS  OF THE STATE OF NEW YORK
SITTING IN NEW YORK, NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN  DISTRICT
OF SUCH STATE,  AND BY  EXECUTION  AND  DELIVERY OF THIS  AGREEMENT,  EACH PARTY
HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION  OF  THOSE  COURTS.   EACH  PARTY  HERETO  IRREVOCABLY  WAIVES  ANY
OBJECTION,  INCLUDING  ANY  OBJECTION  TO THE  LAYING  OF  VENUE OR BASED ON THE
GROUNDS  OF FORUM  NON  CONVENIENS,  WHICH IT MAY NOW OR  HEREAFTER  HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT  RELATED  THERETO.  EACH PARTY HERETO WAIVES PERSONAL
SERVICE OF ANY  SUMMONS,  COMPLAINT OR OTHER  PROCESS,  WHICH MAY BE MADE BY ANY
OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

      11.18 WAIVER OF RIGHT TO TRIAL BY JURY.

      EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY
JURY OF ANY  CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION  ARISING  UNDER ANY LOAN
DOCUMENT OR IN ANY WAY  CONNECTED  WITH OR RELATED OR INCIDENTAL TO THE DEALINGS

<PAGE>

OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN  DOCUMENT,  OR THE
TRANSACTIONS  RELATED  THERETO,  IN EACH CASE  WHETHER NOW EXISTING OR HEREAFTER
ARISING,  AND WHETHER  FOUNDED IN CONTRACT OR TORT OR OTHERWISE;  AND EACH PARTY
HEREBY  AGREES AND  CONSENTS  THAT ANY SUCH  CLAIM,  DEMAND,  ACTION OR CAUSE OF
ACTION  SHALL BE DECIDED BY COURT  TRIAL  WITHOUT A JURY,  AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL  COUNTERPART OR A COPY OF THIS SECTION 11.18
WITH ANY COURT AS WRITTEN  EVIDENCE OF THE CONSENT OF THE SIGNATORIES  HERETO TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      11.19 USA PATRIOT ACT NOTICE.

      Each Lender and the Administrative  Agent (for itself and not on behalf of
any Lender) hereby  notifies the Borrower that pursuant to the  requirements  of
the USA Patriot Act (Title III of Pub.  L. 107-56  (signed  into law October 26,
2001)) (the "Act"), it is required to obtain, verify and record information that
identifies the Borrower,  which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act.




















                            [SIGNATURE PAGES FOLLOW]

<PAGE>

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
duly executed as of the date first above written.

BORROWER:               MEDIANEWS GROUP, INC.,
                        a Delaware corporation

                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

GUARANTORS:             ALASKA BROADCASTING COMPANY, INC.,
                        an Alaska corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        CHARLESTON PUBLISHING COMPANY,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer


                        CONNECTICUT NEWSPAPERS PUBLISHING COMPANY,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer


<PAGE>
                        THE DENVER POST CORPORATION,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        EASTERN COLORADO PUBLISHING COMPANY,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        EASTERN COLORADO PRODUCTION FACILITIES, INC.,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        FITCHBURG INTERNET MEDIA PUBLISHING COMPANY,
                        INC.,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        FITCHBURG PUBLISHING COMPANY,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer
<PAGE>

                        GRAHAM NEWSPAPERS, INC.,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        HANOVER PUBLISHING CO.,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        KEARNS-TRIBUNE, LLC,
                        a Delaware limited liability company


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        LONG BEACH PUBLISHING COMPANY,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        LOS ANGELES DAILY NEWS PUBLISHING COMPANY,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

<PAGE>
                        LOWELL INTERNET MEDIA PUBLISHING COMPANY, INC.,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        LOWELL PUBLISHING COMPANY,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        MEDIANEWS GROUP INTERACTIVE, INC.,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        NEW ENGLAND INTERNET MEDIA PUBLISHING, INC.,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        NEW ENGLAND NEWSPAPERS, INC.,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

<PAGE>
                        NEW MEXICO-TEXAS MEDIANEWS GROUP
                        INTERACTIVE, INC.,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        NEW MEXICO-TEXAS MEDIANEWS LLC,
                        a Delaware limited liability company


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        NIMITZ PAPER COMPANY,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        NORTHWEST NEW MEXICO PUBLISHING COMPANY,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        RATE WATCH, INC.,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

<PAGE>
                        WEST COAST MEDIANEWS LLC,
                        a Delaware limited liability company


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer

                        YORK NEWSPAPERS, INC.,
                        a Delaware corporation


                        By:    /s/ James McDougald
                           --------------------------------------
                        Name:  James McDougald
                        Title: Treasurer


ADMINISTRATIVE
AGENT:                  BANK OF AMERICA, N.A.,
                        as Administrative Agent


                        By:    /s/ Mickey McLean
                           --------------------------------------
                        Name:  Mickey McLean
                        Title: Vice President

LENDERS:                BANK OF AMERICA, N.A.,
                        as a Lender, L/C Issuer and Swingline Lender


                        By:    /s/ Derrick C. Bell
                           --------------------------------------
                        Name:  Derrick C. Bell
                        Title: Principal

                        THE BANK OF NEW YORK,
                        as a Lender and L/C Issuer


                        By:    /s/ Kristen E. Talaber
                           --------------------------------------
                        Name:  Kristen E. Talaber
                        Title: Vice President

                        CITIZENS BANK OF MASSACHUSETTS,
                        as a Lender


                        By:    /s/ Joanne P. O'Keeffe
                           --------------------------------------
                        Name:  Joanne P. O'Keeffe
                        Title: Vice President

<PAGE>

                        CREDIT LYONNAIS, NEW YORK BRANCH,
                        as a Lender


                        By:    /s/ Attila Koc
                           --------------------------------------
                        Name:  Attila Koc
                        Title: Senior Vice President

                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                        as a Lender


                        By:    /s/ Susan LeFevre
                           --------------------------------------
                        Name:  Susan LeFevre
                        Title: Director

                        FLEET NATIONAL BANK,
                        as a Lender


                        By:    /s/ Sue Anderson
                           --------------------------------------
                        Name:  Sue Anderson
                        Title: Managing Director

                        GENERAL ELECTRIC CAPITAL CORPORATION,
                        as a Lender


                        By:    /s/ Robert M. Kadlick
                           --------------------------------------
                        Name:  Robert M. Kadlick
                        Title: Duly Authorized Signatory

                        KEYBANK NATIONAL ASSOCIATION,
                        as a Lender


                        By:    /s/ Jennifer A. O'Brien
                           --------------------------------------
                        Name:  Jennifer A. O'Brien
                        Title: AVP

                        LASALLE BANK NATIONAL ASSOCIATION,
                        as a Lender


                        By:    /s/ Darren L. Lemkau
                           --------------------------------------
                        Name:  Darren L. Lemkau
                        Title: First Vice President

                        SUMITOMO MITSUI BANKING CORPORATION,
                        as a Lender


                        By:    /s/ Leo E. Pagarigan
                           --------------------------------------
                        Name:  Leo E. Pagarigan
                        Title: Senior Vice President

<PAGE>

                        SUNTRUST BANK,
                        as a Lender


                        By:    /s/ Thomas C. Palmer
                           --------------------------------------
                        Name:  Thomas C. Palmer
                        Title: Managing Director

                        UNION BANK OF CALIFORNIA, N.A.,
                        as a Lender


                        By:    /s/ Richard Vian
                           --------------------------------------
                        Name:  Richard Vian
                        Title: Assistant Vice President

                        U.S. BANK NATIONAL ASSOCIATION,
                        as a Lender


                        By:    /s/ Colleen B. McEvoy
                           --------------------------------------
                        Name:  Colleen B. McEvoy
                        Title: Vice President

                        WACHOVIA BANK, NATIONAL ASSOCIATION,
                        as a Lender


                        By:    /s/ Russ Lyons
                           --------------------------------------
                        Name:  Russ Lyons
                        Title: Vice President

                        WELLS FARGO BANK, N.A.,
                        as a Lender


                        By:    /s/ Catherine M. Jones
                           --------------------------------------
                        Name:  Catherine M. Jones
                        Title: Vice President

                        BRAYMOOR & CO.,
                        as a Lender


                        By:    Bear Stears Asset Management, Inc., as its
                               attorney-in-fact

                        By:    /s/ Niall D. Rosenzweig
                           --------------------------------------
                        Name:  Niall D. Rosenzweig
                        Title: Associate Director

<PAGE>

                        KZH CRESCENT-2 LLC,
                        as a Lender


                        By:    /s/ Dorian Herrera
                           --------------------------------------
                        Name:  Dorian Herrera
                        Title: Authorized Agent

                        KZH CRESCENT-3 LLC,
                        as a Lender


                        By:    /s/ Dorian Herrera
                           --------------------------------------
                        Name:  Dorian Herrera
                        Title: Authorized Agent

                        KZH CYPRESSTREE-1 LLC,
                        as a Lender


                        By:    /s/ Dorian Herrera
                           --------------------------------------
                        Name:  Dorian Herrera
                        Title: Authorized Agent

                        KZH ING-2 LLC,
                        as a Lender


                        By:    /s/ Dorian Herrera
                           --------------------------------------
                        Name:  Dorian Herrera
                        Title: Authorized Agent

                        KZH PONDVIEW LLC,
                        as a Lender


                        By:    /s/ Dorian Herrera
                           --------------------------------------
                        Name:  Dorian Herrera
                        Title: Authorized Agent

                        KZH SOLEIL LLC,
                        as a Lender


                        By:    /s/ Dorian Herrera
                           --------------------------------------
                        Name:  Dorian Herrera
                        Title: Authorized Agent

                        KZH SOLEIL-2 LLC,
                        as a Lender


                        By:    /s/ Dorian Herrera
                           --------------------------------------
                        Name:  Dorian Herrera
                        Title: Authorized Agent

<PAGE>

                        KZH STERLING LLC,
                        as a Lender


                        By:    /s/ Dorian Herrera
                           --------------------------------------
                        Name:  Dorian Herrera
                        Title: Authorized Agent