<PAGE>

                                                                    EXHIBIT 10.4

                       THIRD AMENDMENT TO CREDIT AGREEMENT

      THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of
August 30, 2004, is by and among MediaNews Group, Inc. (the "Borrower"), the
guarantors identified on the signature pages hereto (the "Guarantors"), the
Lenders parties hereto and Bank of America, N.A., as administrative agent for
the Lenders (in such capacity, the "Administrative Agent").

                                    RECITALS

      1. The Borrower, the Guarantors, the Lenders, the Administrative Agent,
the Syndication Agent and the Documentation Agent entered into that certain
Credit Agreement dated as of December 30, 2003, as amended pursuant a First
Amendment to Credit Agreement dated as of January 20, 2004 and as further
amended pursuant a Second Amendment to Credit Agreement dated as of April 16,
2004 (as previously amended, the "Existing Credit Agreement"). Capitalized terms
used herein which are not defined herein and which are defined in the Existing
Credit Agreement shall have the same meanings as therein defined.

      2. The Borrower has requested that certain provisions of the Existing
Credit Agreement be amended.

      3. The parties have agreed to amend the Existing Credit Agreement as set
forth herein.

      NOW, THEREFORE, in consideration of the agreements hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

                                    AGREEMENT

      1. Amendments to Existing Credit Agreement. Effective upon satisfaction of
the conditions precedent set forth in Section 2 below, the Existing Credit
Agreement is hereby amended as follows:

            (A) The Existing Credit Agreement (but not the Schedules and
      Exhibits thereto, except as otherwise provided in this Amendment) is
      hereby amended and restated in its entirety as set forth in Annex I
      attached hereto (such amended and restated document being referred to
      herein as the "Amended Credit Agreement"). As so amended, the Existing
      Credit Agreement shall continue in full force and effect.

            (B) Exhibits 2.02, 2.11(c) and 11.07 to the Existing Credit
      Agreement are hereby deleted in their entireties and new Exhibits 2.02,
      2.11(c) and 11.07 in the form of Exhibits 2.02, 2.11(c) and 11.07 attached
      to Annex I attached hereto are substituted therefor.

            (C) A new Schedule 2.01A in the form of Schedule 2.01A attached to
      Annex I attached hereto is hereby added to the Existing Credit Agreement
      immediately following existing Schedule 2.01.

<PAGE>

            (D) The Lenders hereby (i) release and discharge each of The Denver
      Post Corporation, Eastern Colorado Publishing Company and Eastern Colorado
      Production Facilities, Inc. (collectively the "Released Subsidiaries")
      from all payment and performance obligations, liabilities, covenants and
      agreements of any kind under or in respect of the Loan Documents
      (including the guarantees given pursuant to Article IV of the Credit
      Agreement), (ii) release, discharge and forever waive all security
      interests, pledges or other Liens in favor of the Lenders or the
      Administrative Agent, on behalf of the Lenders, in or on the Capital Stock
      of Eastern Colorado Publishing Company, Eastern Colorado Production
      Facilities, Inc. and DNA arising or created under the Credit Agreement,
      the Pledge Agreement or any other pledge or security agreement entered
      into in connection with the Credit Agreement to which any Released
      Subsidiary is party and which secures the Obligations, and (iii)
      authorizes the Administrative Agent to (1) execute and deliver to the
      Borrower, at the sole expense of the Borrower, all documents or
      instruments reasonably requested by the Borrower in connection therewith,
      including UCC-3 termination statements and (2) return certificates
      evidencing the shares of Capital Stock of Eastern Colorado Publishing
      Company and Eastern Colorado Production Facilities, Inc. that are in the
      possession of the Administrative Agent.

      2. Conditions Precedent. This Amendment shall become effective upon
satisfaction of the following conditions precedent:

            (A) receipt by the Administrative Agent of counterparts of this
      Amendment, which collectively shall have been duly executed on behalf of
      each of the Borrower, the Guarantors, the Required Lenders and each of the
      Lenders having a Tranche A Term Loan Commitment (as defined in the Amended
      Credit Agreement) and/or a Tranche C Term Loan Commitment (as defined in
      the Amended Credit Agreement); and

            (B) receipt by the Administrative Agent of (i) copies of resolutions
      of the board of directors (or comparable governing authority) of each of
      the Loan Parties approving and adopting the Amendment and authorizing
      execution and delivery thereof, certified by a secretary or assistant
      secretary of such Loan Party to be true and correct and in force and
      effect as of the date hereof and (ii) a written opinion of legal counsel
      for the Loan Parties, dated as of the date hereof, in form and substance
      reasonably satisfactory to the Administrative Agent.

      3. Representations and Warranties. The Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that, after giving effect
to this Amendment, (a) the representations and warranties set forth in Article
VI of the Amended Credit Agreement are, subject to the limitations set forth
therein, true and correct in all material respects as of the date hereof (except
for those which expressly relate to an earlier date) and (b) no Default or Event
of Default exists under the Amended Credit Agreement or any of the other Loan
Documents.

      4. Reaffirmation of Obligations. Each Loan Party hereby ratifies the
Amended Credit Agreement and acknowledges and reaffirms (a) that it is bound by
all terms of the Amended Credit Agreement applicable to it and (b) that it is
responsible for the observance and full performance of its respective
Obligations. Without limiting the generality of the foregoing

                                        2

<PAGE>

sentence, each of the Guarantors hereby (a) jointly and severally reaffirms and
ratifies its guaranty of the Obligations pursuant to Article IV of the Amended
Credit Agreement, including, without limitation, all Obligations in respect of
the Tranche A Term Loan and the Tranche C Term Loan, and (b) jointly and
severally reaffirms and ratifies all agreements set forth in such Collateral
Documents securing such guaranty, all of which shall in all respects remain in
full force and effect and shall continue to guarantee and secure any and all of
the Obligations, whether now existing or hereafter arising and including,
without limitation, all Obligations in respect of the Tranche A Term Loan and
the Tranche C Term Loan, on the same terms and conditions as are now set forth
in such Collateral Documents.

      5. References in Other Loan Documents. At such time as this Amendment
shall become effective pursuant to the terms of Section 2 above, all references
in the Credit Documents to the "Credit Agreement" shall be deemed to refer to
the Amended Credit Agreement.

      6. Counterparts/Telecopy. This Amendment may be executed by the parties
hereto in several counterparts, each of which shall be deemed to be an original
and all of which shall constitute together but one and the same agreement. This
Amendment 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.

      7. Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

      8. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns.

                                        3

<PAGE>

      IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders
have caused this Amendment to be duly executed on the date first above written.

BORROWER:                     MEDIANEWS GROUP, INC.,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

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

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              CHARLESTON PUBLISHING COMPANY,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              CONNECTICUT NEWSPAPERS PUBLISHING
                                 COMPANY,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ---------------------------------------------
                              Name:Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

<PAGE>

                              FITCHBURG INTERNET MEDIA PUBLISHING
                                 COMPANY,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              FITCHBURG PUBLISHING COMPANY,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              GRAHAM NEWSPAPERS, INC.,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              HANOVER PUBLISHING CO.,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              KEARNS-TRIBUNE, LLC,
                              a Delaware limited liability company

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

<PAGE>

                              LONG BEACH PUBLISHING COMPANY,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              LOS ANGELES DAILY NEWS PUBLISHING
                                 COMPANY,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

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

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              LOWELL PUBLISHING COMPANY,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              MEDIANEWS GROUP INTERACTIVE, INC.,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

<PAGE>

                              MEDIANEWS SERVICES, INC.,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

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

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              NEW ENGLAND NEWSPAPERS, INC.,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

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

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

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

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

<PAGE>

                              NIMITZ PAPER COMPANY,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              NORTHWEST NEW MEXICO PUBLISHING
                                 COMPANY,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ---------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              RATE WATCH, INC.,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              WEST COAST MEDIANEWS LLC,
                              a Delaware limited liability company

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              YORK NEWSPAPERS, INC.,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

<PAGE>

                              YORK NEWSPAPERS HOLDINGS, L.P.,
                              a Delaware limited partnership,

                              By: York Newspapers, Inc.
                                   Managing General Partner

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              YORK NEWSPAPERS HOLDINGS, INC.,
                              a Delaware corporation

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              YORK NEWSPAPERS HOLDINGS, LLC,
                              a Delaware limited liability company

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              YORK DISPATCH LLC,
                              a Delaware limited liability company

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              YORK SUNDAY NEWS LLC,
                              a Delaware limited liability company

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

<PAGE>

                              YORK DAILY RECORD LLC,
                              a Delaware limited liability company

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

                              THE YORK NEWSPAPER COMPANY,
                              a Pennsylvania general partnership,

                              By: York Newspapers Holdings, L.P.,
                                   Managing General Partner

                              By: York Newspapers Inc.,
                                   Managing General Partner

                              By: /s/Ronald A. Mayo
                                  ----------------------------------------------
                              Name: Ronald A. Mayo
                              Title: Vice President & Chief Financial Officer

<PAGE>

ADMINISTRATIVE
AGENT:                        BANK OF AMERICA, N.A.

                              By: /s/Molly J. Oxford
                                  ----------------------------------------------
                              Name: Molly J. Oxford
                              Title: Vice President

<PAGE>

LENDERS:                      BANK OF AMERICA, N.A.

                              By: /s/Todd Shipley
                                  ----------------------------------------------
                              Name: Todd Shipley
                              Title: Managing Director

                              CALYON NEW YORK BRANCH
                              (successor in interest by consolidation to Credit
                              Lyonnais New York Branch)

                              By: /s/Attilla Coach
                                  ----------------------------------------------
                              Name: Attilla Coach
                              Title: Managing Director

                              By: /s/Philippe Soustra
                                  ----------------------------------------------
                              Name: Philippe Soustra
                              Title: Executive Vice President

                              --------------------------------------------------
                              WACHOVIA BANK, NATIONAL
                                 ASSOCIATION

                              By: /s/Russ Lyons
                                  ----------------------------------------------
                              Name: Russ Lyons
                              Title: Director

                              --------------------------------------------------
                              Toronto Dominion (New York), Inc.

                              By: /s/Gwen Zirkle
                                  ----------------------------------------------
                              Name: Gwen Zirkle
                              Title: Vice President

<PAGE>

                              DEUTSCHE BANK TRUST COMPANY
                                 AMERICAS

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

                              Citizens Bank of Massachusetts

                              By: /s/Michael D. Elwell
                                  ----------------------------------------------
                              Name: Michael D. Elwell
                              Title: Vice President

                              UFJ BANK LIMITED

                              By: /s/Russell Bohner
                                  ----------------------------------------------
                              Name: Russell Bohner
                              Title: Vice President

                              Comerica West Incorporated

                              By: /s/Elise M. Walker
                                  ----------------------------------------------
                              Name: Elise M. Walker
                              Title: Vice President

                              GENERAL ELECTRIC CAPITAL
                                 CORPORATION

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

<PAGE>


                              --------------------------------------------------
                              LaSalle Bank National Association

                              By: /s/Nate Palmer
                                  ----------------------------------------------
                              Name: Nate Palmer
                              Title: AVP

                              --------------------------------------------------
                              National City Bank

                              By: /s/David Denlinger
                                  ----------------------------------------------
                              Name: David Denlinger
                              Title: Vice President

                              --------------------------------------------------
                              Sumitomo Mitsui Banking Corporation

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

                              SUNTRUST BANK

                              By: /s/Jeffrey E. Hauser
                                  ----------------------------------------------
                              Name: Jeffrey E. Hauser
                              Title: Managing Director

                              --------------------------------------------------
                              Wells Fargo Bank N.A.

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

<PAGE>

                              --------------------------------------------------
                              JP Morgan Chase Bank

                              By: /s/Claire E. Aldrich
                                  ----------------------------------------------
                              Name: Claire E. Aldrich
                              Title: Vice President

                              KZH CRESCENT-2 LLC

                              By: /s/Joyce Fraser-Bryant
                                  ----------------------------------------------
                              Name: Joyce Fraser-Bryant
                              Title: Authorized Agent

                              KZH CRESCENT-3 LLC

                              By: /s/Joyce Fraser-Bryant
                                  ----------------------------------------------
                              Name: Joyce Fraser-Bryant
                              Title: Authorized Agent

                              KZH CYPRESSTREE-1 LLC

                              By: /s/Joyce Fraser-Bryant
                                  ----------------------------------------------
                              Name: Joyce Fraser-Bryant
                              Title: Authorized Agent

                              KZH PONDVIEW LLC

                              By: /s/Joyce Fraser-Bryant
                                  ----------------------------------------------
                              Name: Joyce Fraser-Bryant
                              Title: Authorized Agent

                              KZH SOLEIL LLC

                              By: /s/Joyce Fraser-Bryant
                                  ----------------------------------------------
                              Name: Joyce Fraser-Bryant
                              Title: Authorized Agent

<PAGE>

                              KZH SOLEIL-2 LLC

                              By: /s/Joyce Fraser-Bryant
                                  ----------------------------------------------
                              Name: Joyce Fraser-Bryant
                              Title: Authorized Agent

                              KZH STERLING LLC

                              By: /s/Joyce Fraser-Bryant
                                  ----------------------------------------------
                              Name: Joyce Fraser-Bryant
                              Title: Authorized Agent

                              KEYBANK NATIONAL ASSOCIATION

                              By: /s/Laura E. Thozeski
                                  ----------------------------------------------
                              Name: Laura E. Thozeski
                              Title: Assistant Vice President

                              THE BANK OF NEW YORK

                              By: /s/John C. Lambert
                                  ----------------------------------------------
                              Name: John C. Lambert
                              Title: Senior Vice President

                              U.S. Bank National Association

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

                              UNION BANK OF CALIFORNIA, N.A.

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

<PAGE>

                              PILGRIM CLO 1999-1 LTD.

                              By: ING Investments, LLC
                                   as its investment manager

                              By: /s/Mohamed Basma
                                  ----------------------------------------------
                              Name: Mohamed Basma
                              Title: Vice President

                              SEQUILS - PILGRIM I, LTD.

                              By: ING Investments, LLC
                                   as its investment manager

                              By: /s/Mohamed Basma
                                  ----------------------------------------------
                              Name: Mohamed Basma
                              Title: Vice President

                              C.M. LIFE INSURANCE COMPANY

                              By: Babson Capital Management LLC
                                   As Investment Sub-Advisor

                              By: /s/David P. Wells
                                  ----------------------------------------------
                              Name: David P. Wells, CFA
                              Title: Managing Director

<PAGE>

                              APEX (IDM) CDO I LTD.
                              BABSON CLO LTD. 2003-I
                              ELC (CAYMAN) LTD. 1999-II
                              ELC (CAYMAN) LTD. 1999-III
                              ELC (CAYMAN) LTD. 2000-I
                              SEABOARD CLO 2000 LTD.
                              SUFFIELD CLO, LIMITED
                              TRYON CLO LTD. 2000-I

                              By: Babson Capital Management LLC
                                   As Collateral Manager

                              By: /s/David P. Wells
                                  ----------------------------------------------
                              Name: David P. Wells, CFA
                              Title: Managing Director

                              SIMSBURY CLO, LIMITED

                              By: Babson Capital Management LLC
                                    under delegated authority from
                                    Massachusetts Mutual Life Insurance
                                    Company as Collateral Manager

                              By: /s/David P. Wells
                                  ----------------------------------------------
                              Name: David P. Wells, CFA
                              Title: Managing Director

                              BILL & MELINDA GATES FOUNDATION

                              By: Babson Capital Management LLC
                                    As Investment Adviser

                              By: /s/David P. Wells
                                  ----------------------------------------------
                              Name: David P. Wells, CFA
                              Title: Managing Director

<PAGE>

                              MAPLEWOOD (CAYMAN) LIMITED

                              By:  David L. Babson & Company Inc.
                                    under delegated authority from
                                    Massachusetts Mutual Life Insurance
                                    Company as Investment Manager

                              By: /s/David P. Wells
                                  ----------------------------------------------
                              Name: David P. Wells, CFA
                              Title: Managing Director

                              Erste Bank New York

                              By: /s/Bob Wagman
                                  ----------------------------------------------
                              Name: Bob Wagman
                              Title: Vice President

                              By: /s/Bryan Lynch
                                  ----------------------------------------------
                              Name: Bryan Lynch
                              Title: First Vice President

                              Fidelity Advisor Series II:  Fidelity Advisor
                                 Floating Rate High Income Fund

                              By: /s/Mark Osterheld
                                  ----------------------------------------------
                              Name: Mark Osterheld
                              Title: Assistant Treasurer

                              Hamilton Floating Rate Fund, LLC

                              By: /s/Daniel J. Damon
                                  ----------------------------------------------
                              Name: Daniel J. Damon
                              Title: Managing Director

<PAGE>

                              ARCHIMEDES FUNDING III, LTD.

                              By: ING Capital Advisors LLC,
                                    as Collateral Manager

                              By: /s/Steven Gorski
                                  ----------------------------------------------
                              Name: Steven Gorski
                              Title: Director

                              ARCHIMEDES FUNDING IV (CAYMAN), LTD.

                              By: ING Capital Advisors LLC,
                                    as Collateral Manager

                              By: /s/Steven Gorski
                                  ----------------------------------------------
                              Name: Steven Gorski
                              Title: Director

                              ENDURANCE CLO I, LTD.

                              c/o: ING Capital Advisors LLC,
                                    as Collateral Manager

                              By: /s/Steven Gorski
                                  ----------------------------------------------
                              Name: Steven Gorski
                              Title: Director

                              NEMEAN CLO, LTD.

                              By: ING Capital Advisors LLC,
                                    as Investment Manager

                              By: /s/Steven Gorski
                                  ----------------------------------------------
                              Name: Steven Gorski
                              Title: Director

<PAGE>

                              SEQUILS-ING I (HBDGM), LTD.

                              By: ING Capital Advisors LLC,
                                    as Collateral Manager

                              By: /s/Steven Gorski
                                  ----------------------------------------------
                              Name: Steven Gorski
                              Title: Director

                              __________________________________________________
                              MOUNTAIN CAPITAL CLO I, LTD.

                              By: /s/Chris Siddons
                                  ----------------------------------------------
                              Name: Chris Siddons
                              Title: Director

                              C-SQUARED CDO LTD.

                              By: TCW Advisors, Inc., as its
                                    Portfolio Manager

                              By: /s/G. Steven Kalin
                                  ----------------------------------------------
                              Name: G. Steven Kalin
                              Title: Senior Vice President

                              TCW SELECT LOAN FUND, LIMITED

                              By: TCW Advisors, Inc., as its
                                    Collateral Manager

                              By: /s/G. Steven Kalin
                                  ----------------------------------------------
                              Name: G. Steven Kalin
                              Title: Senior Vice President

                              By: /s/Richard F. Kurth
                                  ----------------------------------------------
                              Name: Richard F. Kurth
                              Title: Senior Vice President

<PAGE>

                              LOAN FUNDING I LLC,
                              a wholly owned subsidiary of Citibank, N.A.

                              By: TCW Advisors, Inc., as portfolio
                                    manager of Loan Funding I LLC

                              By: /s/G. Steven Kalin
                                  ----------------------------------------------
                              Name: G. Steven Kalin
                              Title: Senior Vice President

                              By: /s/Richard F. Kurth
                                  ----------------------------------------------
                              Name: Richard F. Kurth
                              Title: Senior Vice President

                              APEX (Trimaran) CDO I, LTD.

                              By: Trimaran Advisors, L.L.C.

                              By: /s/David M. Millison
                                  ----------------------------------------------
                              Name: David M. Millison
                              Title: Managing Director

                              Centurion CDO VII, Ltd.

                              By: American Express Asset Management
                                       Group, Inc. as Collateral Manager

                              By: /s/Leanne Stavrakis
                                  ----------------------------------------------
                              Name: Leanne Stavrakis
                              Title: Director - Operations

                              Centurion CDO II, Ltd.

                              By: American Express Asset Management
                                    Group, Inc. as Collateral Manager

                              By: /s/Leanne Stavrakis
                                  ----------------------------------------------
                              Name: Leanne Stavrakis
                              Title: Director - Operations

<PAGE>

                              Centurion CDO VI, Ltd.

                              By: American Express Asset Management
                                    Group as Collateral Manager

                              By: /s/Leanne Stavrakis
                                  ----------------------------------------------
                              Name: Leanne Stavrakis
                              Title: Director - Operations

                              IDS Life Insurance Company

                              By: /s/Lorraine R. Hart
                                  ----------------------------------------------
                              Name: Lorraine R. Hart
                              Title: Vice President - Investments

                              American Express Certificate Company

                              By: /s/Lorraine R. Hart
                                  ----------------------------------------------
                              Name: Lorraine R. Hart
                              Title: Vice President - Investments

                              Sequils-Centurion V, Ltd.

                              By: American Express Asset Management
                                    Group, Inc., as Collateral Manager

                              By: /s/Leanne Stavrakis
                                  ----------------------------------------------
                              Name: Leanne Stavrakis
                              Title: Director - Operations

                                     Sierra CLO I
                              --------------------------------------------------

                              By: /s/John M. Casparian
                                  ----------------------------------------------
                              Name: John M. Casparian
                              Title: Chief Operating Officer
                                     CentrePacific, Manager

<PAGE>

                                     ANNEX I

                         THIRD AMENDMENT AND RESTATEMENT

                           Dated as of August 30, 2004

                        OF THAT CERTAIN 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

                         WACHOVIA CAPITAL MARKETS, LLC,

                 as Joint Lead Arrangers and Joint Book Managers

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                        <C>
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS........................................................          1
         1.01 Defined Terms.......................................................................          1
         1.02 Other Interpretive Provisions.......................................................         33
         1.03 Accounting Terms; Calculations; Consolidation.......................................         33
         1.04 Rounding............................................................................         35
         1.05 References to Agreements and Laws...................................................         35
         1.06 Times of Day........................................................................         35
         1.07 Letter of Credit Amounts............................................................         35

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS..................................................         35
         2.01 Revolving Loans and Term Loans......................................................         35
         2.02 Borrowings, Conversions and Continuations of Loans..................................         36
         2.03 Letters of Credit...................................................................         38
         2.04 Swingline Loans.....................................................................         45
         2.05 Prepayments.........................................................................         47
         2.06 Termination or Reduction of Aggregate Revolving Commitments.........................         49
         2.07 Repayment of Loans..................................................................         49
         2.08 Interest............................................................................         52
         2.09 Fees................................................................................         53
         2.10 Computation of Interest and Fees....................................................         53
         2.11 Evidence of Debt....................................................................         53
         2.12 Payments Generally..................................................................         54
         2.13 Sharing of Payments.................................................................         56
         2.14 Extension of Maturity Date..........................................................         56

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY................................................         57
         3.01 Taxes...............................................................................         57
         3.02 Illegality..........................................................................         58
         3.03 Inability to Determine Rates........................................................         58
         3.04 Increased Cost and Reduced Return; Capital Adequacy.................................         59
         3.05 Funding Losses......................................................................         59
         3.06 Matters Applicable to all Requests for Compensation.................................         60
         3.07 Survival............................................................................         60

ARTICLE IV GUARANTY...............................................................................         61
         4.01 The Guaranty........................................................................         61
         4.02 Obligations Unconditional...........................................................         61
         4.03 Reinstatement.......................................................................         62
         4.04 Certain Additional Waivers..........................................................         63
         4.05 Remedies............................................................................         63
         4.06 Rights of Contribution..............................................................         63
         4.07 Guarantee of Payment; Continuing Guarantee..........................................         63

ARTICLE V CONDITIONS PRECEDENT TO CREDIT EXTENSIONS...............................................         63
         5.01 Conditions of Initial Credit Extension..............................................         63
         5.02 Conditions to all Credit Extensions.................................................         66

ARTICLE VI REPRESENTATIONS AND WARRANTIES.........................................................         66
         6.01 Organization; Power; Qualification..................................................         66
         6.02 Subsidiaries........................................................................         67
         6.03 Authorization; Enforceability; Required Consents; Absence of Conflicts..............         67
         6.04 Taxes...............................................................................         67
         6.05 Litigation..........................................................................         68
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                        <C>
         6.06 Burdensome Provisions...............................................................         68
         6.07 No Adverse Change or Event..........................................................         68
         6.08 Additional Adverse Facts............................................................         68
         6.09 Investment Company Act..............................................................         68
         6.10 Substance Release and Disposal......................................................         68
         6.11 Senior Obligations..................................................................         69
         6.12 Solvency............................................................................         69
         6.13 Perfection of Security Interests in the Collateral..................................         69
         6.14 Chief Executive Office, Etc.........................................................         69
         6.15 Tax Shelter Regulations.............................................................         69
         6.16 Accuracy of Financial Statements and Information....................................         70

ARTICLE VII AFFIRMATIVE COVENANTS.................................................................         71
         7.01 Information to Be Furnished.........................................................         71
         7.02 Preservation of Existence and Properties, Scope of Business, Compliance with Law,
              Payment of Taxes and Claims, Preservation of Enforceability.........................         74
         7.03 Insurance...........................................................................         75
         7.04 Additional Subsidiaries.............................................................         75
         7.05 Use of Proceeds.....................................................................         76
         7.06 Additional Covenants Relating to Disclosure.........................................         76
         7.07 Authorization of Third Parties to Deliver Information and Discuss Affairs...........         77
         7.08 Pledged Assets......................................................................         77

ARTICLE VII NEGATIVE COVENANTS....................................................................         77
         8.01 Indebtedness........................................................................         78
         8.02 Guarantees..........................................................................         79
         8.03 Liens...............................................................................         79
         8.04 Restricted Payments.................................................................         79
         8.05 Merger or Consolidation.............................................................         80
         8.06 Voluntary Dispositions..............................................................         81
         8.07 Investments.........................................................................         83
         8.08 Taxes of Other Persons..............................................................         83
         8.09 Benefit Plans.......................................................................         83
         8.10 Transactions with Affiliates........................................................         83
         8.11 Limitation on Restrictive Covenants.................................................         83
         8.12 Issuance or Disposition of Capital Stock............................................         84
         8.13 Substance Storage and Disposal......................................................         84
         8.14 Permitted Tax Sharing Agreements; JOA Contracts.....................................         84
         8.15 Certain Restrictions with Respect to Other Indebtedness.............................         84
         8.16 Certain Activities of the California Partnership....................................         85
         8.17 Certain Activities of Denver; Denver Acquisition Documents..........................         85
         8.18 Master Intercompany Note............................................................         85
         8.19 Financial Covenants.................................................................         85
         8.20 Designated Senior Debt..............................................................         86
         8.21 Additional JOAs.....................................................................         86
         8.22 Additional Limitations on Restricted Subsidiaries or JOAs that are not Guarantors...         86

ARTICLE IX EVENTS OF DEFAULT AND REMEDIES.........................................................         87
         9.01 Events of Default...................................................................         87
         9.02 Remedies Upon Event of Default......................................................         90
         9.03 Application of Funds................................................................         90

ARTICLE X ADMINISTRATIVE AGENT....................................................................         91
         10.01 Appointment and Authorization of Administrative Agent..............................         91
         10.02 Delegation of Duties...............................................................         92
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                        <C>
         10.03 Liability of Administrative Agent..................................................          92
         10.04 Reliance by Administrative Agent...................................................          92
         10.05 Notice of Default..................................................................          93
         10.06 Credit Decision; Disclosure of Information by Administrative Agent.................          93
         10.07 Indemnification of Administrative Agent............................................          94
         10.08 Administrative Agent in its Individual Capacity....................................          94
         10.09 Successor Administrative Agent.....................................................          94
         10.10 Administrative Agent May File Proofs of Claim......................................          95
         10.11 Collateral and Guaranty Matters....................................................          96
         10.12 Other Agents; Arrangers and Managers...............................................          96

ARTICLE XI MISCELLANEOUS..........................................................................          96
         11.01 Amendments, Etc....................................................................          96
         11.02 Notices and Other Communications; Facsimile Copies.................................          98
         11.03 No Waiver; Cumulative Remedies.....................................................          99
         11.04 Attorney Costs, Expenses and Taxes.................................................          99
         11.05 Indemnification by the Borrower....................................................         100
         11.06 Payments Set Aside.................................................................         101
         11.07 Successors and Assigns.............................................................         101
         11.08 Confidentiality....................................................................         104
         11.09 Set-off............................................................................         105
         11.10 Interest Rate Limitation...........................................................         105
         11.11 Counterparts.......................................................................         105
         11.12 Integration........................................................................         105
         11.13 Survival of Representations and Warranties.........................................         106
         11.14 Severability.......................................................................         106
         11.15 Tax Forms..........................................................................         107
         11.16 Replacement of Lenders.............................................................         108
         11.17 Governing Law......................................................................         109
         11.18 Waiver of Right to Trial by Jury...................................................         109
         11.19 USA Patriot Act Notice.............................................................         110
         11.20 Source of Funds....................................................................         110
</TABLE>

<PAGE>

       SCHEDULES

         1.01         Existing Letters of Credit

         2.01         Commitments and Pro Rata Shares

         2.01A        Commitments and Pro Rata Shares (Tranche A Term Loan
                      and Tranche C Term Loan)

         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 Term Loan Note

         7.01(c)      Form of Compliance Certificate

         7.04         Form of Joinder Agreement

         11.07        Form of Assignment and Assumption

<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

      This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of August
30, 2004 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.

      "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.
<PAGE>

         "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).

         "Amendment No. 3" means the Third Amendment to Credit Agreement dated
as of August 30, 2004 by and among the Borrower, the Guarantors, the Lenders
parties thereto and the Administrative Agent.

         "Amendment No. 3 Effective Date" means August 30, 2004.

                                       2
<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
                                                       -----------------------------  --------------------------------
                                                       Revolving                      Revolving
                                                       Loans and                      Loans and
            Consolidated                               Tranche A   Tranche   Tranche  Tranche A   Tranche    Tranche C
Pricing    Total Leverage    Commitment   Letters of     Term      B Term    C Term     Term       B Term      Term
  Tier         Ratio            Fee         Credit       Loan       Loan       Loan     Loan        Loan       Loan
--------   --------------    ----------   -----------  ----------  -------   -------  ---------   --------   ---------
<S>        <C>               <C>          <C>          <C>         <C>       <C>      <C>         <C>        <C>
   1       Less than 4.0x       0.25%       1.125%      1.125%      1.75%     1.50%    0.125%       0.75%      0.50%

   2       Less than 4.5
            to 1.0 but
            equal to or
           greater than
            4.0 to 1.0          0.25%        1.25%       1.25%      1.75%     1.50%     0.25%       0.75%      0.50%

  3        Less than 5.0
             to 1.0 but
            equal to or
            greater than
            4.5 to 1.0         0.375%        1.50%       1.50%    1 .875%     1.50%     0.50%      0.875%      0.50%

   4       Less than 5.5
             to 1.0 but
            equal to or
            greater than
            5.0 to 1.0         0.375%        1.75%       1.75%      2.00%     1.50%     0.75%       1.00%      0.50%

   5        Equal to or
            greater than
            5.5 to 1.0         0.375%        2.00%       2.00%      2.00%     1.50%     1.00%       1.00%      0.50%
</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. Notwithstanding the foregoing, until
the first anniversary of the Amendment No. 3 Effective Date, the Applicable Rate
with respect to the Tranche A Term Loan shall be 1.50% for Eurodollar Loans and
0.50% for Base Rate Loans.

         "Asset Disposition Prepayment Event" means (a) except as provided in
clause (b) below, with respect to any Voluntary Disposition (other than an
Excluded Disposition), any Involuntary Disposition or any JOA Asset 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, Involuntary
Disposition or JOA Asset 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 and (b) the payment of the purchase price following the exercise of a
Permitted Option in respect of interests in the Salt Lake Printer Entity or the
K-T Printer Assets if, at the time of such payment, either (1) an Event of
Default exists immediately before or after giving effect to such transaction, or
(2) after giving effect to such transaction 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, the Borrower would not be in

                                       3
<PAGE>

compliance with Section 8.19 (as evidenced by a Pro Forma Compliance Certificate
delivered to the Administrative Agent by a Responsible Officer of the Borrower
at such time).

         "Assignment and Assumption" means an assignment and assumption entered
into by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by Section 11.07(b)), and accepted by the Administrative
Agent, in substantially the form of Exhibit 11.07 or any other form approved by
the Administrative Agent (including any master assignment).

         "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.

                                       4
<PAGE>

         "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 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.

                                       5
<PAGE>

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

         "Closing Date" means December 30, 2003.

         "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, the Tranche A Term Loan Commitment of such Lender, the Tranche B Term
Loan Commitment of such Lender and/or the Tranche C 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, at any time after July 31, 2004, not more than $25,000,000 in the
aggregate); provided, however, that the Indebtedness in respect of the Airplane
Debt, the Denver Synthetic Lease, the Salt Lake Printer 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 Indebtedness (including Attributable Indebtedness in respect of
Capital Leases and Synthetic Leases (other than the Denver Synthetic Lease and
the Salt Lake Printer 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 Tax
Sharing Agreement, in each case net of any refunds of any such taxes or payments
received during such period

                                       6
<PAGE>

(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 (other than the Salt Lake Printer Lease), 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 and post-retirement executive medical plans) for such period
plus (C) the lesser of (i) dividends received in cash from any Person (other
than a JOA or the Salt Lake Printer Entity) 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
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.

                                       7
<PAGE>

         "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.

         "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 LLP, a Delaware limited liability
partnership.

         "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.

                                       8
<PAGE>

         "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, (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
and (d) with respect to the Net Cash Proceeds of any JOA Asset Disposition, any
purchase of assets (whether or not constituting a capital expenditure, but not
constituting an Acquisition) used or useful in a Permitted Business of the
Borrower or its Restricted Subsidiaries, or any Permitted Investment of the type
referred to in clause (xiii)(c) 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 a
Eurodollar Rate Loan, the rate per annum equal to the British Bankers
Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by
the Administrative Agent from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, for
Dollar deposits (for delivery on the first day of such Interest Period) with a
term equivalent to such Interest Period. If such rate is not available at such
time for any reason, then the "Eurodollar Rate" for such Interest Period shall
be the rate per annum determined by the Administrative Agent to be the rate 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 11:00 a.m. (London time) two Business Days prior to the
commencement 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.

                                       9
<PAGE>

         "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
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

                                       10
<PAGE>

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
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).

                                       11
<PAGE>

         "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.

         "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

                                       12
<PAGE>

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 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, JOA or the Salt Lake Printer Entity 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;

                                       13
<PAGE>

                  (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
         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, of 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.

         "JOA Asset Disposition" means, with respect to any JOA, any disposition
(including pursuant to a sale and leaseback transaction or pursuant to any
casualty or condemnation event) of any or all of the Property (including without
limitation the Capital Stock of a Subsidiary) of such JOA whether by sale,
lease, licensing, transfer or otherwise, but other than pursuant to any
transaction that would constitute an Excluded Disposition if such JOA were
treated as a Restricted Subsidiary.

         "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.

                                       14
<PAGE>

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

         "K-T Printer Assets" means assets of K-T used in the production and
administration facility operated by the Salt Lake Printer Entity.

         "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.

                                       15
<PAGE>

         "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).

         "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, 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, Tranche A Term Loan,
Tranche B Term Loan or Tranche C 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,
Tranche A Term Loan, Tranche B Term Loan or Tranche C 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
date that is 91 days after the Maturity Date; provided, however,

                                       16
<PAGE>

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 A Term
Loan, Tranche B Term Loan and Tranche C 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.

         "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.

                                       17
<PAGE>

         "Net Cash Proceeds" means the aggregate cash or Cash Equivalents
proceeds (i) 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), (ii) distributed to the
Borrower or any Restricted Subsidiary by any JOA in respect of the proceeds of
any JOA Asset Disposition or (iii) if either of the conditions in subclauses (1)
or (2) of clause (b) of the definition of "Asset Disposition Prepayment Event"
are satisfied, received by the Borrower, any Subsidiary or any JOA as a result
of the exercise of a Permitted Option in respect of the Salt Lake Printer Entity
or the K-T Printer Assets, in each case 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 or by any JOA in any JOA Asset
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, in which the direct and indirect
profit interests of the Borrower and the other members of the Salt Lake JOA are
in all material respects the same as their profit interests in the then existing
Salt Lake JOA, that holds assets used by the Salt Lake JOA.

         "Note" or "Notes" means the Revolving Notes, the Swingline Note, and/or
the Term Loan 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
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.

                                       18
<PAGE>

         "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
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

                                       19
<PAGE>

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, to the extent that the aggregate principal amount of
         all such advances at any time outstanding is not in excess of
         $25,000,000;

                  (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, (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 or (c)
         non-cash consideration received in connection with any exercise of a
         Permitted Option in respect of the Salt Lake Printer Entity or the K-T
         Printer Assets pursuant to Section 8.06(e) 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;

                                       20
<PAGE>

                  (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 or the Borrower or a Restricted Subsidiary
         to the Salt Lake JOA or the New Salt Lake JOA (or a Subsidiary thereof)
         and the Voluntary Disposition of the SLC Printing Press Assets by the
         Borrower or a Restricted Subsidiary to the Salt Lake Printer Entity;

                  (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, JOAs and the Salt Lake Printer
         Entity 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, (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
         or (c) made with the Net Cash Proceeds of any JOA Asset Disposition in
         the JOA (or a Subsidiary thereof) making the JOA Asset Disposition; 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.

         "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;

                                       21
<PAGE>

                  (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;

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

                  (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

                                       22
<PAGE>

         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;

                  (xiv) customary rights of first refusal, and "tag-along" and
         "drag-along" rights, and restrictions on transfer of assets to any
         Person other than the grant of a security interest to the
         Administrative Agent, contained in agreements governing joint operating
         arrangements and joint ventures and shareholders agreements with
         minority shareholders; and

                  (xv) 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 governing joint operating arrangements and joint ventures
         and shareholders agreements with minority shareholders;

                  (iv) (a) any encumbrance constituting a Lien contained in the
         Denver Acquisition Documents or the Greenco Option Agreement and (b)
         any Permitted Option; and

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

         "Permitted Option" means a right to purchase the interest of the
Borrower or a Restricted Subsidiary in a Person that is not a Loan Party (or
assets or property of such Person or the K-T Printer Assets) granted to an
equity holder (or a designee thereof) of such Person (or to such Person itself)
at (x) fair market value or (y) in the case of a Permitted Option to purchase an
interest in the Salt Lake Printer Entity, either fair market value or the
Borrower's and its Restricted Subsidiaries' share of the total amount invested
(valued at the time of making such Investment) in the Salt Lake Printing Press
Assets.

                                       23
<PAGE>

         "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 or asset
purchased therewith and to fixed improvements thereafter erected on such
property or asset; (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 (A) the transferability of Investments in, and (B) the granting
of Liens upon 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.

         "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.

                                       24
<PAGE>

         "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"), (e) any Voluntary Disposition as referred to in
Section 8.06(b), 8.06(c) or 8.06(d) or (f) any exercise of a Permitted Option in
respect of the Salt Lake Printer Entity. 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 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") or any exercise of
                  a Permitted Option in respect of the Salt Lake Printer Entity,
                  (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

                                       25
<PAGE>

                  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"), (e) any Voluntary Disposition as referred to in
Section 8.06(b), 8.06(c) or 8.06(d) or (f) any exercise of a Permitted Option in
respect of the Salt Lake Printer Entity, 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, (b) with respect to such Lender's outstanding
Tranche A 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 A Term Loan held by such Lender at such time and the denominator
of which is the aggregate principal amount of the Tranche A Term Loan at such
time, (c) 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 and (d) with
respect to such Lender's outstanding Tranche C 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 C Term Loan held by
such Lender at such time and the denominator of which is the aggregate principal
amount of the Tranche C 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,
Schedule 2.01A (in the case of the Tranche A Term Loan and Tranche C Term Loan)
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.

         "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

                                       26
<PAGE>

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, the outstanding
Tranche A Term Loans, the outstanding Tranche B Term Loans and the outstanding
Tranche C 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.

         "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.

                                       27
<PAGE>

         "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)), (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 or (d) any payment by the Borrower or any Restricted
Subsidiary of premiums of life insurance policies on Permitted Holders as to
which the Borrower or a Subsidiary is the beneficiary; provided, however, that
the term "Restricted Payment" shall not include (i) the Refinancing of any
Subordinated Debt with the proceeds of additional Subordinated Debt to the
extent that (A) such Refinancing Subordinated Debt is subordinated on terms and
conditions no less favorable in any material respect to the Lenders than the
terms contained in the Subordinated Debt being Refinanced, (B) such Refinancing
Subordinated Debt is binding only on the obligor or obligors under the
Subordinated Debt so Refinanced, (C) 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, (D) such Refinancing 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 (E) such Refinancing Subordinated
Debt either (1) 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 (2) does not mature, or require any
amortization payments to be made, prior to the date that occurs 91 days after
the Maturity Date and (ii) the repayment of the 1999 Subordinated Notes on or
before August 1, 2004 in an amount up to the amount of the net cash proceeds
received by the Borrower from the issuance of additional Subordinated Debt
pursuant to Section 8.01(i). 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.

         "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

                                       28
<PAGE>

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.

         "Salt Lake JOA" means Newspaper Agency Corporation, a Utah corporation,
and its successors (and the business it administers), and the New Salt Lake JOA.

         "Salt Lake Printer Build-Out" means the construction of a production
and administrative facility for use of the Salt Lake JOA (including the
acquisition of real Property and a new printing press).

         "Salt Lake Printer Entity" means a limited liability company to be
formed (i) in which, at the time of formation and at all times thereafter, the
direct and indirect profit interests of the Borrower and the other members of
the Salt Lake JOA are in all material respects the same as their profit
interests in the then existing Salt Lake JOA and (ii) that owns SLC Printing
Press Assets.

         "Salt Lake Printer Lease" means a lease in respect of the SLC Printing
Press Assets by the Salt Lake Printer Entity to the Salt Lake JOA, to the extent
constituting a Capital Lease.

                                       29
<PAGE>

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

         "SLC Printing Press Assets" means assets and property (including
contractual rights) to be used in or constituting part of the Salt Lake Printer
Build-Out.

         "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, (iii) any Subordinated Debt incurred pursuant to
Section 8.01(i), (iv) any Subordinated Debt incurred to Refinance Subordinated
Debt so long as (a) such Refinancing Subordinated Debt is subordinated on terms
and conditions no less favorable in any material respect to the Lenders than the
terms contained in the Subordinated Debt being Refinanced, (b) such Refinancing
Subordinated Debt is binding only on the obligor or obligors under the
Subordinated Debt so Refinanced, (c) 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, (d) such Refinancing 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 (e) such Refinancing Subordinated
Debt either (1) 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 (2) does not mature, or require any
amortization payments to be made, prior to the date that occurs 91 days after
the Maturity Date, and (v) 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

                                       30
<PAGE>

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 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.

         "Term Loan Note" has the meaning specified in Section 2.11(a).

         "Total Revolving Outstandings" means the aggregate Outstanding Amount
of all Revolving Loans, all Swingline Loans and all L/C Obligations.

         "Tranche A Term Loan" has the meaning specified in Section 2.01(c).

         "Tranche A Term Loan Commitment" means, as to each Lender, its
obligation to make its portion of the Tranche A Term Loan to the Borrower
pursuant to Section 2.01(c), in the principal amount set forth opposite such
Lender's name on Schedule 2.01A or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto. The aggregate principal amount of the
Tranche A Term Loan Commitments of all of the Lenders as in effect on the
Amendment No. 3 Effective Date is One Hundred Million Dollars ($100,000,000).

                                       31
<PAGE>

         "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 C Term Loan" has the meaning specified in Section 2.01(d).

         "Tranche C Term Loan Commitment" means, as to each Lender, its
obligation to make its portion of the Tranche C Term Loan to the Borrower
pursuant to Section 2.01(d), in the principal amount set forth opposite such
Lender's name on Schedule 2.01A or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto. The aggregate principal amount of the
Tranche C Term Loan Commitments of all of the Lenders as in effect on the
Amendment No. 3 Effective Date is One Hundred Forty-Eight Million Seven Hundred
Fifty Thousand Dollars ($148,750,000).

         "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.

                                       32
<PAGE>

         "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.

                      (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

                                       33
<PAGE>

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 1.01), (i) after consummation of any Voluntary Disposition, any
redesignation of a Restricted Subsidiary as an Unrestricted Subsidiary (as
referred to in the definition of "Restricted Subsidiary") or any exercise of a
Permitted Option in respect of the Salt Lake Printer Entity, (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 (other
than with respect to JOAs and the Salt Lake Printer Entity), 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 (A) any Restricted Subsidiary or any JOA that, in either case,
is not a Wholly Owned Subsidiary of the Borrower or (B) the Salt Lake Printer
Entity 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 or the
Salt Lake Printer Entity, any greater or lesser percentage thereof representing
the

                                       34
<PAGE>

allocation to the Borrower or any Restricted Subsidiary of the profits and
losses of such JOA or the Salt Lake Printer Entity 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 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 TERM LOANS.

         (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

                                       35
<PAGE>

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 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.

         (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).

         (c) Tranche A 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 A Term Loan") to the Borrower in Dollars on the Amendment No. 3
Effective Date in an amount not to exceed such Lender's Tranche A Term Loan
Commitment. Amounts repaid on the Tranche A Term Loan may not be reborrowed. The
Tranche A Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, as
further provided herein, provided, however, all Borrowings made on the Amendment
No. 3 Effective 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 Amendment No. 3 Effective Date (or such earlier date as the
Administrative Agent and the Borrower shall agree following the completion of
the primary syndication of the Tranche A Term Loan).

         (d) Tranche C 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 C Term Loan") to the Borrower in Dollars on the Amendment No. 3
Effective Date in an amount not to exceed such Lender's Tranche C Term Loan
Commitment. Amounts repaid on the Tranche C Term Loan may not be reborrowed. The
Tranche C Term Loan may consist of Base Rate Loans or Eurodollar Rate Loans, as
further provided herein, provided, however, all Borrowings made on the Amendment
No. 3 Effective 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 Amendment No. 3 Effective Date (or such earlier date as the
Administrative Agent and the Borrower shall agree following the completion of
the primary syndication of the Tranche C 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

                                       36
<PAGE>

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
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, in the case of the initial Borrowings
of the Tranche A Term Loan and the Tranche C Term Loan on the Amendment No. 3
Effective Date, the conditions precedent to the effectiveness of Amendment No.
3), 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

                                       37
<PAGE>

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 (i) 10 Interest Periods in effect with respect to
Revolving Loans, (ii) 5 Interest Periods in effect with respect to the Tranche A
Term Loan, (iii) 5 Interest Periods in effect with respect to the Tranche B Term
Loan and (iv) 5 Interest Periods in effect with respect to the Tranche C 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 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;

                                       38
<PAGE>

                           (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

                           (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

                                       39
<PAGE>

         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 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

                                       40

<PAGE>


         to the Unreimbursed Amount, without regard to the minimum and multiples
         specified in Section 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.

                  (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

                                       41
<PAGE>

         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 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;

                                       42
<PAGE>

                  (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) 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.

                                       43
<PAGE>

         (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
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.

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<PAGE>

         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
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

                                       45
<PAGE>

         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.

                  (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

                                       46
<PAGE>

         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.

         (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 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, the Tranche A
         Term Loan, the Tranche B Term Loan and the Tranche C Term Loan in whole
         or in part without premium or penalty; provided that, except in respect
         of the prepayment in full of the Tranche B Term Loan on the Amendment
         No. 3 Effective Date with the proceeds of the Tranche A Term Loan and
         Tranche C Term Loan, (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 A Term Loan, the Tranche B Term Loan and/or the Tranche C
         Term Loan shall be applied ratably to the remaining principal
         amortization payments thereof. 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.

                                       47
<PAGE>

                  (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 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 A Term Loans, the Tranche B Term Loans and the
         Tranche C 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, Involuntary Disposition
         or JOA Asset 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 (subject to the definition of
         "Asset Disposition Prepayment Event").

         All amounts prepaid pursuant to this Section 2.05(b)(ii) shall be
         applied, first, pro rata to the Tranche A Term Loans, the Tranche B
         Term Loans and the Tranche C Term Loans (in each case, ratably to the
         remaining principal amortization payments thereof) until such 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,

                                       48
<PAGE>

         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
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, Involuntary Dispositions and JOA
         Asset 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. (A) On the fifth anniversary of the Closing Date,
         the Aggregate Revolving Commitments shall be permanently reduced by
         $100,000,000.

                  (B) Concurrently with the prepayment in full of the Tranche B
         Term Loan on the Amendment No. 3 Effective Date with the proceeds of
         the Tranche A Term Loan and Tranche C Term Loan, all Tranche B Term
         Loan Commitments automatically shall be terminated

         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

                                       49
<PAGE>

occurs seven Business Days after the date of the borrowing of such Swingline
Loan) and (ii) the Maturity Date.

         (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:

<TABLE>
<CAPTION>
                        PRINCIPAL AMORTIZATION
 PAYMENT DATES                 PAYMENT
---------------         ----------------------
<S>                     <C>
  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
</TABLE>

                                       50
<PAGE>

         (d) Tranche A Term Loan. The Borrower shall repay the outstanding
principal amount of the Tranche A 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:

<TABLE>
<CAPTION>
                        PRINCIPAL AMORTIZATION
 PAYMENT DATES                 PAYMENT
---------------         ----------------------
<S>                     <C>
  March, 2008                 $ 5,000,000
  June, 2008                  $ 5,000,000
September, 2008               $ 5,000,000
December, 2008                $ 5,000,000
  March, 2009                 $ 7,500,000
  June, 2009                  $ 7,500,000
September, 2009               $ 7,500,000
December, 2009                $ 7,500,000
  March, 2010                 $12,500,000
  June, 2010                  $12,500,000
September, 2010               $12,500,000
 Maturity Date             Remaining Balance
</TABLE>

                                       51
<PAGE>

      (e) Tranche C Term Loan. The Borrower shall repay the outstanding
principal amount of the Tranche C 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:

<TABLE>
<CAPTION>
                               PRINCIPAL AMORTIZATION
 PAYMENT DATES                         PAYMENT
<S>                            <C>
September, 2004                  $          371,875
December, 2004                   $          371,875
  March, 2005                    $          371,875
  June, 2005                     $          371,875
September, 2005                  $          371,875
December, 2005                   $          371,875
  March, 2006                    $          371,875
  June, 2006                     $          371,875
September, 2006                  $          371,875
December, 2006                   $          371,875
  March, 2007                    $          371,875
  June, 2007                     $          371,875
September, 2007                  $          371,875
December, 2007                   $          371,875
  March, 2008                    $          371,875
  June, 2008                     $          371,875
September, 2008                  $          371,875
December, 2008                   $          371,875
  March, 2009                    $          371,875
  June, 2009                     $          371,875
September, 2009                  $          371,875
December, 2009                   $          371,875
  March, 2010                    $    35,142,187.50
  June, 2010                     $    35,142,187.50
September, 2010                  $    35,142,187.50
 Maturity Date                    Remaining Balance
</TABLE>

      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
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

                                       52

<PAGE>

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.

      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

                                       53

<PAGE>

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 A Term
Loan, the Tranche B Term Loan or the Tranche C Term Loan, be in the form of
Exhibit 2.11(c) (a "Term Loan 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
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.

                                       54

<PAGE>

      (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
      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.

                                       55

<PAGE>

      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
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

                                       56

<PAGE>

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
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").

                                       57

<PAGE>

      (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
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

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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.

      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 Closing Date, 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 Closing Date, 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
such Loan or from fees payable to terminate the

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<PAGE>

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.

      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.

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                                   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) if Denver and its Subsidiaries are
required to become Guarantors pursuant to Section 7.04 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
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,

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<PAGE>

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).

      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

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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. Sections
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
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 on or
before the Closing Date:

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            (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,
            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

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<PAGE>

            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
      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.

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<PAGE>

      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
      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.

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      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 for Permitted Restrictive Covenants) 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
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

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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.

      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

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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.

      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.

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      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
      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
      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

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      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
            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:

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                  (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
      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.

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                  (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,

                  (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,

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                  (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,

                  (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, and

                  (ix) to the extent the Borrower has knowledge thereof, the
            occurrence of any event or condition as a consequence of which the
            ability of any Limited Guarantor, Restricted Subsidiary that is not
            a Guarantor or JOA (A) to declare and pay dividends or make any
            other distributions on shares of its Capital Stock is limited for
            any period of time or (B) to pay any obligation owed by it to the
            Borrower or any Restricted Subsidiary is limited for any period of
            time pursuant to any covenant or restriction described in clauses
            (1)(y) of the exception to clause (ii) of Section 8.22(a).

            (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
      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

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            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):

      (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.

      Furthermore, within thirty (30) days (or such later date as the
Administrative Agent may agree) of the earlier to occur of (1) the date that
Denver becomes a Wholly Owned Subsidiary or (2) June 30, 2006 (if the Borrower
has not exercised its option to purchase the outstanding Capital Stock of Denver
owned by Media General by June 30, 2006), the Borrower shall cause Denver and
its Subsidiaries to become Guarantors by executing and delivering to the
Administrative Agent Joinder Agreements or such

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other documents as the Administrative Agent shall reasonably deem appropriate
for such purpose, together with related documents of the type described in
clause (b) above; provided, however, in the event that clause (2) of this
paragraph is applicable, Denver and its Subsidiaries shall be deemed to be
Limited Guarantors for purposes of the Loan Documents (and, notwithstanding
Section 7.08(a), shall not be required to become a party to the Pledge
Agreement) until such time as Denver becomes a Wholly Owned Subsidiary whereupon
Denver and its Subsidiaries shall no longer be Limited Guarantors and their
Guaranty will no longer be limited by Section 4.01.

      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; provided, however, the
proceeds of the Tranche A Term Loan and Tranche C Term Loan shall be used solely
to refinance the outstanding principal balance of the Tranche B Term Loan on the
Amendment No. 3 Effective Date.

      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.

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      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
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:

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<PAGE>

      8.01 INDEBTEDNESS.

            Subject to Section 8.22 (with respect to Limited Guarantors and
      Restricted Subsidiaries that are not Wholly Owned Subsidiaries only),
      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) 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;

            (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 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; and

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<PAGE>

            (i) Subordinated Debt of the Borrower in an outstanding aggregate
      principal amount not in excess of $150,000,000 provided that (A) such
      Subordinated Debt is binding only on the Borrower, (B) the principal
      amount of such Subordinated Debt does not exceed the principal amount of
      the 1999 Subordinated Notes as of the date of issuance of such
      Subordinated Debt, (C) such Subordinated Debt bears interest at a rate per
      annum not exceeding the rate borne by the 1999 Subordinated Notes, (D)
      such Subordinated Debt does not mature earlier, or amortize (whether by
      scheduled or mandatory prepayment or commitment reduction, or otherwise)
      more rapidly, than the 1999 Subordinated Notes and (E) the 1999
      Subordinated Notes are repaid in an amount equal to the net cash proceeds
      of such Subordinated Debt on or before August 1, 2004.

      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;

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<PAGE>

      (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
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 (x) the making of dividends or
distributions on Capital Stock of the Borrower or (y) the purchase from the
Permitted Holders, of Capital Stock of the Borrower owned by any of them for the
purchase price and amount of distributions of up to $50,000,000 in the
aggregate, provided that (i) no such dividend, distribution or purchase shall
occur prior to December 31, 2005 and (ii) not more than $25,000,000 may be
dividended, distributed or 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, make dividends or
distributions to or 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
dividend, distribution or purchase is permitted by this clause (f) as of the
proposed purchase date);

      (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); and

      (h) consisting of purchases from a Permitted Holder of Capital Stock of
the Borrower owned by such Permitted Holder, to the extent that such purchase is
made with the net cash proceeds received by the Borrower or a Subsidiary from
payments under life insurance policies on a Permitted Holder.

      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

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<PAGE>

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).

      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 Salt Lake JOA (or a
Subsidiary thereof) or the New Salt Lake JOA and the contribution of the SLC
Printing Press Assets by the Borrower or a Restricted Subsidiary to the Salt
Lake Printer Entity, in each case, 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;

      (d) any other Voluntary Disposition (including pursuant to exercises of
Permitted Options not covered by Section 8.06(e)), 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

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<PAGE>

      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 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; and

      (e) any Voluntary Disposition pursuant to the exercise of a Permitted
Option of interests in the Salt Lake Printer Entity or the K-T Printer Assets
for a purchase price at least 75% of which shall be in cash or Cash Equivalents.

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      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.

      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

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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 (other than an interest in an
Unrestricted Subsidiary, or any Property that is required to be distributed to
other equity holders (in proportion to their percentage of ownership or profits
interest) in the event of a liquidation) to the Borrower or any other Restricted
Subsidiary or (e) create any Lien in favor of the Administrative Agent upon its
Property (other than an interest in an Unrestricted Subsidiary) 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
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

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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.

      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:

<TABLE>
<CAPTION>
              PERIOD                               RATIO
              ------                               -----
<S>                                             <C>
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
</TABLE>

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<PAGE>

      (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:

<TABLE>
<CAPTION>
              PERIOD                               RATIO
              ------                               -----
<S>                                             <C>
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
</TABLE>

      (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:

<TABLE>
<CAPTION>
              PERIOD                               RATIO
              ------                               -----
<S>                                             <C>
Closing Date through June 30, 2006              1.15 to 1.0
            Thereafter                          1.25 to 1.0
</TABLE>

      8.20 DESIGNATED SENIOR DEBT.

      Cause or permit any Indebtedness other than the Obligations to constitute
"Designated Senior Debt" (or comparable term) within the meaning and pursuant to
the terms of any Contract evidencing or governing any Subordinated Debt. The
Borrower hereby agrees and acknowledges that the Obligations shall constitute
"Designated Senior Debt" (or any comparable term) for purposes of all
Subordinated Debt of the Borrower or any of its Restricted Subsidiaries in
respect of which such term (or comparable term) has relevance.

      8.21 ADDITIONAL JOAS.

      After the Closing Date, acquire any interest in, or enter into, any JOA
(including the New Salt Lake JOA) or the Salt Lake Printer Entity 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 or the Salt Lake Printer Entity, (ii) shall have no other liabilities other
than its obligations as a Guarantor hereunder and as a holder of its interest in
such JOA or the Salt Lake Printer Entity 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 or the Salt Lake Printer
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

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<PAGE>

Denver Synthetic Lease, the Salt Lake Printer 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 in
favor of the Administrative Agent 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 (1) any covenant or restriction contained in any
Contract evidencing or providing for the creation of or concerning Indebtedness
of any such Person permitted to be outstanding hereunder and limiting the
ability of such Person (x) to pay dividends or make any other distributions on
shares of its Capital Stock during the existence of any default or event of
default with respect to such Indebtedness, (y) to pay any obligation owed to the
Borrower or any Restricted Subsidiary during the existence of any default or
event of default with respect to such Indebtedness or (z) to create any Lien
upon its property or assets whether now owned or hereafter acquired or upon any
income or profits therefrom or (2) to restrictions of the kinds 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 or the Salt Lake Printer Entity 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) or the Salt Lake Printer Entity 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
      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

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<PAGE>

                  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
      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

                                       88

<PAGE>

            (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
      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

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<PAGE>

            (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

            (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

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<PAGE>

      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

      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

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<PAGE>

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
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

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<PAGE>

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 Closing Date or, in the case
of the Tranche A Term Loan and the Tranche C Term Loan, the Amendment No. 3
Effective Date, in either case, specifying its objection thereto.

      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.

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      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
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

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Lenders. Upon the acceptance of its appointment as successor administrative
agent hereunder, the Person acting as 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
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.

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      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
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

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      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 each of (i) the
      outstanding Tranche A Term Loan, (ii) the outstanding Tranche B Term Loan
      and (iii) the outstanding Tranche C Term Loan (and participations
      therein), (A) amend, change, waive, discharge or 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) or (B) change any
      provision of this Section 11.01(h);

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

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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
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.

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      (c) Electronic Communications. Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not
apply to notices to any Lender or the L/C Issuer pursuant to Article II if such
Lender or the L/C Issuer, as applicable, has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or the Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of
such procedures may be limited to particular notices or communications. Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on
the next business day for the recipient, and (ii) notices or communications
posted to an Internet or intranet website shall be deemed received upon the
deemed receipt by the intended recipient at its e-mail address as described in
the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.

      (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
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

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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
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.

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      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
11.07) with respect to a Lender, the aggregate amount of the Commitment (which
for this purpose includes Loans outstanding thereunder) or, if the Commitment is
not then in effect, the principal outstanding balance of the Loans of the
assigning Lender 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 A Term Loans, Tranche B Term Loans or Tranche C 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, the Tranche A Term Loan, the Tranche B Term Loan or the Tranche
C Term Loan; (iii) any assignment of a

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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 and the Eligible Assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire. 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
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

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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.

            "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

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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
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 Closing Date, 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

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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
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

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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.

      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.

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      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
      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

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      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.

      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.

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      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
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.

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      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.

      11.20 SOURCE OF FUNDS.

      Each of the Lenders hereby represents and warrants to the Borrower that at
least one of the following statements is an accurate representation as to the
source of funds used by such Lender in connection with the financing hereunder:

      (a) no part of such funds constitutes assets of any employee benefit plan
(or its related trust);

      (b) the source is either (i) an insurance company pooled separate account,
within the meaning of Prohibited Transaction Class Exemption ("PTE") 90-1
(issued by the United States Department of Labor January 29, 1990), or (ii) a
bank collective investment fund, within the meaning of PTE 91-38 (issued June
12, 1991 and amended by PTE 2002-13 (issued March 1, 2002)), the requirements of
Section III(b) of PTE 90-1 or Section III(b) of PTE 91-38 are and will continue
to be satisfied, and no employee benefit plan or group of plans maintained by
the same employer or employee organization beneficially owns more than 10% of
all assets allocated to such pooled separate account or collective investment
fund;

      (c) the source is an "insurance company general account" within the
meaning of PTE 95-60 (issued July 12, 1995 and amended by PTE 2002-13 (issued
March 1, 2002)) and there is no employee benefit plan, treating as a single plan
all plans maintained by the same employer or employee organization, with respect
to which the amount of the general account reserves and liabilities for all
contracts held by or on behalf of such plan, exceeds ten percent (10%) of the
total reserves and liabilities of such general account (exclusive of separate
account liabilities) plus surplus, as set forth in the NAIC Annual Statement for
such Lender most recently filed with such Lender's state of domicile; or

      (d) the source constitutes assets of an "investment fund" (within the
meaning of Part V of PTE 84-14 issued March 13, 1984 and amended by PTE 2002-13
(issued March 1, 2002) (the "QPAM Exemption")) managed by a "qualified
professional asset manager" or "QPAM" (within the meaning of Part V of the QPAM
Exemption), and the applicable conditions of the QPAM Exemption are satisfied.

As used in this Section 11.20, the term "employee benefit plan" shall have the
meaning assigned to such term in Section 3(3) of ERISA.

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