<PAGE>

                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY



                                  $616,000,000

                                CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 2, 1999

                                      AMONG

                             ALLIANCE IMAGING, INC.,

                                  as Borrower,


                           THE LENDERS LISTED HEREIN,

                                   as Lenders,

                                       and

                             BANKERS TRUST COMPANY,

                            as Administrative Agent.


                              _____________________


                           SALOMON SMITH BARNEY INC.,
                              as Syndication Agent,

                                       and

                         MORGAN GUARANTY TRUST COMPANY,
                             as Documentation Agent


                                  Arranged by:

                          DEUTSCHE BANK SECURITIES INC.

                                                              (Credit Agreement)
<PAGE>
<TABLE>
<CAPTION>

<S>                                                                                     <C>
Section 1.        DEFINITIONS.............................................................2

     1.1          Certain Defined Terms...................................................2

     1.2          Accounting Terms; Utilization of GAAP for Purposes of
                  Calculations Under Agreement...........................................40

     1.3          Other Definitional Provisions and Rules of Construction................40


Section 2.        AMOUNTS AND TERMS OF COMMITMENTS AND LOANS.............................40

     2.1          Commitments; Making of Loans; the Register; Notes......................40

     2.2          Interest on the Loans..................................................48

     2.3          Fees...................................................................52

     2.4          Repayments, Prepayments and Reductions in Revolving Loan
                  Commitments; General Provisions Regarding Payments;
                  Application of Proceeds of Collateral and Payments Under the
                  Guaranties.............................................................53

     2.5          Use of Proceeds........................................................60

     2.6          Special Provisions Governing LIBOR Loans...............................60

     2.7          Increased Costs; Capital Adequacy......................................63

     2.8          Notice of Certain Costs; Obligation of Lenders and Issuing
                  Lenders to Mitigate....................................................67

     2.9          Defaulting Lenders.....................................................67

     2.10         Removal or Replacement of a Lender.....................................69


Section 3.        LETTERS OF CREDIT......................................................70

     3.1          Issuance of Letters of Credit and Lenders' Purchase of
                  Participations Therein.................................................70

     3.2          Letter of Credit Fees..................................................74

     3.3          Drawings and Reimbursement of Amounts Paid Under Letters of
                  Credit.................................................................75

     3.4          Obligations Absolute...................................................78

     3.5          Indemnification; Nature of Issuing Lenders' Duties.....................79

     3.6          Increased Costs and Taxes Relating to Letters of Credit................80


Section 4.        CONDITIONS TO LOANS AND LETTERS OF CREDIT..............................81

     4.1          Conditions to Initial Loans............................................81

     4.2          Conditions to All Loans................................................86


                                    i
<PAGE>


     4.3          Conditions to Letters of Credit........................................86


Section 5.        COMPANY'S REPRESENTATIONS AND WARRANTIES...............................86

     5.1          Organization, Powers, Qualification, Good Standing, Business
                  and Subsidiaries.......................................................87

     5.2          Authorization of Borrowing, etc........................................87

     5.3          Financial Condition....................................................88

     5.4          No Material Adverse Effect.............................................88

     5.5          Title to Properties; Liens.............................................88

     5.6          Litigation; Adverse Facts..............................................88

     5.7          Payment of Taxes.......................................................89

     5.8          Governmental Regulation................................................89

     5.9          Employee Benefit Plans.................................................89

     5.10         Environmental Protection...............................................90

     5.11         Disclosure.............................................................90

     5.12         Year 2000 Compliance...................................................91


Section 6.        AFFIRMATIVE COVENANTS..................................................91

     6.1          Financial Statements and Other Reports.................................91

     6.2          Corporate Existence, etc...............................................96

     6.3          Payment of Taxes and Claims; Tax Consolidation.........................96

     6.4          Maintenance of Properties; Insurance...................................96

     6.5          Inspection Rights......................................................96

     6.6          Compliance with Laws, etc..............................................97

     6.7          Execution of Subsidiary Guaranty by Future Domestic
                  Subsidiaries; Pledge of Stock of Future Direct Subsidiaries;
                  Ratable Credit Support.................................................97

     6.8          Transactions with Affiliates...........................................98

     6.9          Conduct of Business....................................................98

     6.10         Fiscal Year............................................................98

     6.11         Refinancing of Bridge Notes; Conversion to Conversion Notes
                  under the Bridge Note Agreement........................................99

     6.12         Year 2000 Compliance...................................................99

     6.13         Acquisition of New Assets or Businesses................................99


                                      ii
<PAGE>


Section 7.        NEGATIVE COVENANTS.....................................................99

     7.1          Indebtedness..........................................................100

     7.2          Liens and Related Matters.............................................102

     7.3          Investments; Joint Ventures...........................................103

     7.4          Guarantee Obligations.................................................104

     7.5          Restricted Junior Payments............................................105

     7.6          Financial Covenants...................................................106

     7.7          Restriction on Certain Fundamental Changes; Asset Sales and
                  Acquisitions..........................................................108

     7.8          Consolidated Capital Expenditures.....................................109

     7.9          Amendments of Documents Relating to Subordinated Indebtedness.........111


Section 8.        EVENTS OF DEFAULT.....................................................111

     8.1          Failure to Make Payments When Due.....................................111

     8.2          Default in Other Agreements...........................................111

     8.3          Breach of Certain Covenants...........................................111

     8.4          Breach of Warranty....................................................112

     8.5          Other Defaults Under Loan Documents...................................112

     8.6          Involuntary Bankruptcy; Appointment of Receiver, etc..................112

     8.7          Voluntary Bankruptcy; Appointment of Receiver, etc....................112

     8.8          Judgments and Attachments.............................................113

     8.9          ERISA.................................................................113

     8.10         Change of Control.....................................................113

     8.11         Material Invalidity of Guaranties; Material Failure of
                  Security; Repudiation of Obligations..................................113


Section 9.        ADMINISTRATIVE AGENT..................................................114

     9.1          Appointment...........................................................114

     9.2          Powers and Duties; General Immunity...................................115

     9.3          Representations and Warranties; No Responsibility For
                  Appraisal of Creditworthiness.........................................116

     9.4          Right to Indemnity....................................................117

     9.5          Successor Administrative Agent and Swing Line Lender..................117


                                        iii
<PAGE>


     9.6          Collateral Documents and Guaranties...................................118


Section 10.       MISCELLANEOUS.........................................................118

     10.1         Assignments and Participations in Loans and Letters of Credit.........118

     10.2         Expenses..............................................................122

     10.3         Indemnity.............................................................122

     10.4         Set-Off...............................................................123

     10.5         Ratable Sharing.......................................................124

     10.6         Amendments and Waivers................................................124

     10.7         Notices...............................................................126

     10.8         Survival of Representations, Warranties and Agreements................126

     10.9         Failure or Indulgence Not Waiver; Remedies Cumulative.................126

     10.10        Marshalling; Payments Set Aside.......................................126

     10.11        Severability..........................................................127

     10.12        Obligations Several; Independent Nature of Lenders' Rights............127

     10.13        Headings..............................................................127

     10.14        Applicable Law........................................................127

     10.15        Successors and Assigns................................................127

     10.16        Consent to Jurisdiction and Service of Process........................128

     10.17        Waiver of Jury Trial..................................................128

     10.18        Confidentiality.......................................................129

     10.19        Counterparts; Effectiveness...........................................129

     10.20        Judgment Currency.....................................................130

     10.21        European Monetary Union...............................................130

</TABLE>


                                   iv
<PAGE>


                                    EXHIBITS

<TABLE>

<S>        <C>
I          FORM OF NOTICE OF BORROWING
II         FORM OF NOTICE OF CONVERSION/CONTINUATION
III        FORM OF REQUEST FOR ISSUANCE OF LETTER OF CREDIT
IV         FORM OF TRANCHE A TERM NOTE
V          FORM OF TRANCHE B TERM NOTE
VI         FORM OF TRANCHE C TERM NOTE
VII        FORM OF REVOLVING NOTE
VIII       FORM OF SWING LINE NOTE
IX         FORM OF COMPLIANCE CERTIFICATE
X          FORM OF OPINIONS OF COUNSEL TO THE LOAN PARTIES
XI         FORM OF OPINION OF O'MELVENY & MYERS
XII        FORM OF ASSIGNMENT AGREEMENT
XIII       FORM OF CERTIFICATE RE NON-BANK STATUS
XIV        FORM OF FINANCIAL CONDITION CERTIFICATE
XV         FORM OF PLEDGE AGREEMENT
XVI        FORM OF SUBSIDIARY GUARANTY
XVII       FORM OF COLLATERAL ACCOUNT AGREEMENT

</TABLE>

                                    v
<PAGE>



                                    SCHEDULES

<TABLE>

<S>             <C>
2.1             LENDERS' COMMITMENTS, LENDING OFFICES AND PRO RATA SHARES
3.1C            EXISTING LETTERS OF CREDIT
5.1             SUBSIDIARIES OF COMPANY
5.6             LITIGATION
7.1             CERTAIN EXISTING INDEBTEDNESS
7.3             CERTAIN EXISTING INVESTMENTS
7.4             CERTAIN EXISTING GUARANTEE OBLIGATIONS

</TABLE>


                                 vi
<PAGE>

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT is dated as of November 2, 1999 and entered into
by and among ALLIANCE IMAGING, INC., a Delaware corporation ("COMPANY"), THE
FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF (each individually
referred to herein as a "LENDER" and collectively as "LENDERS"), and BANKERS
TRUST COMPANY ("BTCO"), as administrative agent for Lenders (in such capacity,
"ADMINISTRATIVE AGENT").

                                R E C I T A L S

         WHEREAS, Newco (this and other capitalized terms used in these recitals
without definition being used as defined in subsection 1.1) has been formed by
KKR 1996 Fund, L.P. (the "KKR FUND"), an Affiliate of KKR, for the purpose of
engaging in the recapitalization of Company pursuant to which, among other
things, (i) approximately 92.5% of the outstanding Post-Merger Shares
(approximately 85% on a fully diluted basis, excluding new Company Options
granted on or after the Closing Date) will be owned by the KKR Fund and its
Affiliates, (ii) approximately 7.5% of the outstanding Post-Merger Shares,
excluding new Company Options granted on or after the Closing Date, will be
owned by the Apollo Funds and other existing stockholders (approximately 7% on a
fully diluted basis), and (iii) approximately 8% of the equity of Company on a
fully-diluted basis (representing a combination of the Rollover Management
Options and the Pre-Merger Shares) will be owned by the Management Investors and
other existing stockholders;

         WHEREAS, on or before the Closing Date, the KKR Fund will, directly or
indirectly, make a cash investment in Viewer Holdings of not less than
$196,600,000, and Viewer Holdings will, directly or indirectly, make a cash
investment in Newco of not less than $191,799,978 (the "NEWCO EQUITY AMOUNT") in
consideration for all of the outstanding common stock of Newco;

         WHEREAS, on the Closing Date, Newco will be merged with and into
Company pursuant to the Merger Agreement, with Company being the surviving
corporation in the Merger and with existing holders of Pre-Merger Shares
receiving cash consideration and the Apollo Funds and other existing
stockholders retaining certain numbers of Post-Merger Shares in accordance with
the provisions of the Merger Agreement;

         WHEREAS, on the Closing Date and in connection with the proposed
recapitalization of Company, Company intends to redeem all of its Existing
Preferred Stock from the Existing Principal Stockholders;

         WHEREAS, on the Closing Date and in connection with the proposed
recapitalization of Company, Company intends to repurchase all of its Existing
Senior


                                   1
<PAGE>


Subordinated Notes pursuant to the Tender Offer or defease all of its
Existing Senior Subordinated Notes pursuant to the Existing Senior
Subordinated Note Indenture;

         WHEREAS, on the Closing Date and in connection with the proposed
recapitalization of Company, Company will issue and sell the Bridge Notes in an
aggregate principal amount equal to $260,000,000 (as such amount may be reduced
by an aggregate principal amount of the Existing Senior Subordinated Notes not
tendered and purchased pursuant to the Tender Offer);

         WHEREAS, Lenders have agreed to extend certain credit facilities to
Company, the proceeds of which will be used, (i) together with the proceeds of
the issuance and sale of the Bridge Notes and the proceeds of the Newco Equity
Amount, to fund the Recapitalization Financing Requirements, and (ii) to provide
financing for working capital and other general corporate purposes of Company
and its Subsidiaries;

         WHEREAS, Company desires to secure all of the Obligations hereunder and
under the other Loan Documents by granting to Administrative Agent, on behalf of
Lenders, a first priority pledge of (i) 100% of the capital stock of each of its
direct Pledged Subsidiaries and (ii) 65% of the capital stock of each of its
direct Material Foreign Subsidiaries; and

         WHEREAS, Subsidiary Guarantors have agreed to guarantee the Obligations
of the Loan Parties hereunder and under the other Loan Documents and to secure
their guaranties by granting to Administrative Agent, on behalf of Lenders, a
first priority pledge of (i) 100% of the capital stock of each of their
respective direct Pledged Subsidiaries and (ii) 65% of the capital stock of each
of their respective direct Material Foreign Subsidiaries;

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Company, Lenders and Administrative
Agent agree as follows:

SECTION 1. DEFINITIONS

1.1      CERTAIN DEFINED TERMS.

         The following terms used in this Agreement shall have the following
meanings:

         "ACQUISITION" means the acquisition by Company or any of its
Subsidiaries (by purchase or otherwise) of all or substantially all of the
business, property or fixed assets of, or the stock or other evidence of
beneficial ownership of, any Person or any division, business unit or line of
business of any Person.

         "ADMINISTRATIVE AGENT" has the meaning assigned to that term in the
introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.5A.

         "AFFECTED LENDER" has the meaning assigned to that term in subsection
2.6C.


                                    2
<PAGE>


         "AFFILIATE", as applied to any Person, means any other Person directly
or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to (i) vote 10% or more of the Voting Stock of such
Person or (ii) direct or cause the direction of the management and policies of
that Person, whether through the ownership of voting securities or by contract
or otherwise.

         "AGENTS" means Administrative Agent, Syndication Agent and
Documentation Agent.

         "AGREEMENT" means this Credit Agreement dated as of November 2, 1999,
as it may be amended, supplemented or otherwise modified from time to time.

         "APOLLO FUNDS" means, collectively, Apollo Investment Fund III, L.P., a
Delaware limited partnership, Apollo Overseas Partners III, L.P., a Delaware
limited partnership, and Apollo (U.K.) Partners III, L.P., a Delaware limited
partnership.

         "APOLLO STOCKHOLDERS' AGREEMENT" means that certain Stockholders'
Agreement dated as of September 13, 1999 by and among Company, the Apollo Funds
and Viewer Holdings in the form delivered to Administrative Agent and Lenders
prior to their execution of this Agreement.

         "APPLICABLE COMMITMENT FEE PERCENTAGE" means, as at any date of
determination, a rate per annum equal to the percentage set forth below opposite
the Applicable Leverage Ratio in effect as of such date of determination, any
change in the Applicable Commitment Fee Percentage to be effective on the date
of any corresponding change in the Applicable Leverage Ratio:


                                   3
<PAGE>

<TABLE>
<CAPTION>

Applicable Leverage Ratio                                     Applicable Commitment Fee Percentage
-----------------------------------------                     ------------------------------------
<S>                                                           <C>
greater than 5.25:1.00                                                       0.500%

greater than 5.00:1.00, but                                                  0.425%
equal to or less than 5.25:1.00

greater than 4.50:1.00, but                                                  0.375%
equal to or less than 5.00:1.00

greater than 4.00:1.00, but                                                  0.375%
equal to or less than 4.50:1.00

greater than 3.50:1.00, but                                                  0.350%
equal to or less than 4.00:1.00

greater than 3:00:1.00, but                                                  0.300%
equal to or less than 3.50:1.00

equal to or less than 3.00:1.00                                              0.300%

</TABLE>

         "APPLICABLE LEVERAGE RATIO" means, with respect to any date of
determination, the Consolidated Leverage Ratio set forth in the Pricing
Certificate (as defined below) in effect for the Pricing Period (as defined
below) in which such date of determination occurs. For purposes of this
definition, (i) "PRICING CERTIFICATE" means an Officer's Certificate of Company
certifying as to the Consolidated Leverage Ratio as of the last day of any
Fiscal Quarter and setting forth the calculation of such Consolidated Leverage
Ratio in reasonable detail, which Officer's Certificate may be delivered to
Administrative Agent at any time on or after the date of delivery by Company of
the Compliance Certificate (the "RELATED COMPLIANCE CERTIFICATE") with respect
to the period ending on the last day of such Fiscal Quarter pursuant to
subsection 6.1(iii), and (ii) "PRICING PERIOD" means each period commencing on
the first Business Day after the delivery to Administrative Agent of a Pricing
Certificate and ending on the day immediately preceding the day on which the
next succeeding Pricing Period commences; PROVIDED that, anything contained in
this definition to the contrary notwithstanding, (a) the first Pricing Period
shall commence no earlier than the date which is six months after the Closing
Date, and the Pricing Certificate in respect of the first Pricing Period may be
delivered at any time on or after such date and shall relate to the most recent
financial statements delivered by Company to Administrative Agent pursuant to
subsection 6.1(i), (b) the Applicable Leverage Ratio for the period from the
Closing Date to but excluding the date of commencement of the first Pricing
Period shall be deemed to be greater than 5.25:1.00, and (c) in the event that,
after the commencement of the first Pricing Period, (X) Company fails to deliver
a Pricing Certificate to Administrative Agent setting forth the Consolidated
Leverage Ratio as of the last day of any Fiscal Quarter on or before the last
day (the "CUTOFF DATE") on which Company is required to deliver the Related
Compliance Certificate and (Y) Administrative Agent determines (each such


                                    4
<PAGE>


determination being an "AGENT DETERMINATION") on or after the Cutoff Date (on
the basis of the Related Compliance Certificate or a Pricing Certificate
delivered after the Cutoff Date) that the Applicable Leverage Ratio that would
have been in effect if Company had delivered a Pricing Certificate on the Cutoff
Date is greater than the Consolidated Leverage Ratio set forth in the most
recent Pricing Certificate actually delivered by Company, then (1) the
Applicable Leverage Ratio in effect for the period from the Cutoff Date to the
date of delivery by Company of the next Pricing Certificate (or, if earlier, the
next date on which an Agent Determination is made) shall be the Consolidated
Leverage Ratio determined pursuant to the Agent Determination and (2) on the
first Business Day after Administrative Agent delivers written notice to Company
of any Agent Determination, Company shall pay to Administrative Agent, for
distribution (as appropriate) to Lenders, an aggregate amount equal to the
additional interest, letter of credit fees and commitment fees Company would
have been required to pay in respect of all Loans, Letters of Credit or
Commitments in respect of which any interest or fees have been paid by Company
during the period from the Cutoff Date to the date such notice is given by
Administrative Agent to Company if the amount of such interest and fees had been
calculated using the Applicable Leverage Ratio based on such Agent
Determination.

         "APPLICABLE TRANCHE A BASE RATE MARGIN" means, as at any date of
determination, a rate per annum equal to the percentage set forth below opposite
the Applicable Leverage Ratio in effect as of such date of determination, any
change in any such Applicable Tranche A Base Rate Margin to be effective on the
date of any corresponding change in the Applicable Leverage Ratio:

<TABLE>
<CAPTION>

Applicable Leverage Ratio                                     Applicable Tranche A Base Rate Margin
-----------------------------------                           -------------------------------------
<S>                                                           <C>
greater than 5.25:1.00                                                        1.500%

greater than 5.00:1.00, but                                                   1.250%
equal to or less than 5.25:1.00

greater than 4.50:1.00, but                                                   1.000%
equal to or less than 5.00:1.00

greater than 4.00:1.00, but                                                   0.750%
equal to or less than 4.50:1.00

greater than 3.50:1.00, but                                                   0.375%
equal to or less than 4.00:1.00

greater than 3:00:1.00, but                                                   0.125%
equal to or less than 3.50:1.00

equal to or less than 3.00:1.00                                               0.125%

</TABLE>


                                      5
<PAGE>

         "APPLICABLE TRANCHE A LIBOR MARGIN" means, as at any date of
determination, a rate per annum equal to the percentage set forth below opposite
the Applicable Leverage Ratio in effect as of such date of determination, any
change in any such Applicable Tranche A LIBOR Margin to be effective on the date
of any corresponding change in the Applicable Leverage Ratio:

<TABLE>
<CAPTION>

Applicable Leverage Ratio                                              Applicable Tranche A LIBOR Margin
------------------------------------                                   ---------------------------------
<S>                                                                    <C>
greater than 5.25:1.00                                                              2.750%

greater than 5.00:1.00, but                                                         2.500%
equal to or less than 5.25:1.00

greater than 4.50:1.00, but                                                         2.250%
equal to or less than 5.00:1.00

greater than 4.00:1.00, but                                                         2.000%
equal to or less than 4.50:1.00

greater than 3.50:1.00, but                                                         1.625%
equal to or less than 4.00:1.00

greater than 3:00:1.00, but                                                         1.375%
equal to or less than 3.50:1.00

equal to or less than 3.00:1.00                                                     1.375%

</TABLE>

         "APPLICABLE TRANCHE B BASE RATE MARGIN" means, as at any date of
determination, a rate per annum equal to the percentage set forth below opposite
the Applicable Leverage Ratio in effect as of such date of determination, any
change in any such Applicable Tranche B Base Rate Margin to be effective on the
date of any corresponding change in the Applicable Leverage Ratio:

<TABLE>
<CAPTION>

Applicable Leverage Ratio                                            Applicable Tranche B Base Rate Margin
-------------------------------------                                -------------------------------------
<S>                                                                  <C>
greater than 5.25:1.00                                                              2.000%

greater than 5.00:1.00, but                                                         2.000%
equal to or less than 5.25:1.00

greater than 4.50:1.00, but                                                         1.750%
equal to or less than 5.00:1.00

greater than 4.00:1.00, but                                                         1.750%
equal to or less than 4.50:1.00


                                      6
<PAGE>


greater than 3.50:1.00, but                                                         1.500%
equal to or less than 4.00:1.00

greater than 3:00:1.00, but                                                         1.500%
equal to or less than 3.50:1.00

equal to or less than 3.00:1.00                                                     1.500%

</TABLE>

         "APPLICABLE TRANCHE B LIBOR MARGIN" means, as at any date of
determination, a rate per annum equal to the percentage set forth below opposite
the Applicable Leverage Ratio in effect as of such date of determination, any
change in any such Applicable Tranche B LIBOR Margin to be effective on the date
of any corresponding change in the Applicable Leverage Ratio:

<TABLE>
<CAPTION>

Applicable Leverage Ratio                                            Applicable Tranche B LIBOR Margin
-------------------------------------                                ---------------------------------
<S>                                                                  <C>
greater than 5.25:1.00                                                            3.250%

greater than 5.00:1.00, but                                                       3.250%
equal to or less than 5.25:1.00

greater than 4.50:1.00, but                                                       3.000%
equal to or less than 5.00:1.00

greater than 4.00:1.00, but                                                       3.000%
equal to or less than 4.50:1.00

greater than 3.50:1.00, but                                                       2.750%
equal to or less than 4.00:1.00

greater than 3:00:1.00, but                                                       2.750%
equal to or less than 3.50:1.00

equal to or less than 3.00:1.00                                                   2.750%

</TABLE>

         "APPLICABLE TRANCHE C BASE RATE MARGIN" means, as at any date of
determination, a rate per annum equal to the percentage set forth below opposite
the Applicable Leverage Ratio in effect as of such date of determination, any
change in any such Applicable Tranche C Base Rate Margin to be effective on the
date of any corresponding change in the Applicable Leverage Ratio:


                                   7
<PAGE>

<TABLE>
<CAPTION>

Applicable Leverage Ratio                                          Applicable Tranche C Base Rate Margin
---------------------------------------                            -------------------------------------
<S>                                                                <C>
greater than 5.25:1.00                                                            2.250%

greater than 5.00:1.00, but                                                       2.250%
equal to or less than 5.25:1.00

greater than 4.50:1.00, but                                                       2.000%
equal to or less than 5.00:1.00

greater than 4.00:1.00, but                                                       2.000%
equal to or less than 4.50:1.00

greater than 3.50:1.00, but                                                       1.750%
equal to or less than 4.00:1.00

greater than 3:00:1.00, but                                                       1.750%
equal to or less than 3.50:1.00

equal to or less than 3.00:1.00                                                   1.750%

</TABLE>

         "APPLICABLE TRANCHE C LIBOR MARGIN" means, as at any date of
determination, a rate per annum equal to the percentage set forth below opposite
the Applicable Leverage Ratio in effect as of such date of determination, any
change in any such Applicable Tranche C LIBOR Margin to be effective on the date
of any corresponding change in the Applicable Leverage Ratio:


                                   8
<PAGE>

<TABLE>
<CAPTION>

Applicable Leverage Ratio                                            Applicable Tranche C LIBOR Margin
--------------------------------------                               ---------------------------------
<S>                                                                  <C>
greater than 5.25:1.00                                                            3.500%

greater than 5.00:1.00, but                                                       3.500%
equal to or less than 5.25:1.00

greater than 4.50:1.00, but                                                       3.250%
equal to or less than 5.00:1.00

greater than 4.00:1.00, but                                                       3.250%
equal to or less than 4.50:1.00

greater than 3.50:1.00, but                                                       3.000%
equal to or less than 4.00:1.00

greater than 3:00:1.00, but                                                       3.000%
equal to or less than 3.50:1.00

equal to or less than 3.00:1.00                                                   3.000%

</TABLE>

         "ASSET SALE" means the sale by Company or any of its Subsidiaries to
any Third Party of (i) any of the stock or other ownership interests of any of
Company's Subsidiaries, (ii) substantially all of the assets of any division or
line of business of Company or any of its Subsidiaries, or (iii) any other
assets (whether tangible or intangible) of Company or any of its Subsidiaries
outside of the ordinary course of business (other than any other such assets to
the extent that the aggregate value of such assets sold in any single
transaction or related series of transactions is equal to $500,000 or less).

         "ASSIGNMENT AGREEMENT" means an Assignment Agreement in substantially
the form of EXHIBIT XII annexed hereto.

         "AVAILABLE AMOUNT" means, as of any date of determination, an amount
equal to (i) the aggregate amount of net cash proceeds received by Company after
the Closing Date in respect of any equity contributions made to Company by, or
any issuances of equity Securities by Company to, any Third Party other than an
Unrestricted Subsidiary (other than proceeds from purchases of capital stock of
Company to the extent such purchases are financed with the proceeds of
Investments permitted under subsection 7.3(ii)) PLUS (ii) the aggregate amount
of Retained Excess Cash Flow (as defined in subsection 2.4B(iii)(b)) as of such
date PLUS (iii) the aggregate amount of Retained Prepayments (as defined in
subsection 2.4B(iv)(c)) as of such date MINUS (iv) any proceeds received by
Company from the issuance of new shares of its common stock to the extent such
proceeds are used as provided in subsection 7.5(ii)(d).

         "AVAILABLE AMOUNT USAGE" means, as of any date of determination, an
amount equal to the sum of (i) the aggregate amount of Investments made pursuant
to subsection 7.3(vi)(b) as of such date PLUS (ii) the aggregate amount of
Restricted Junior Payments made


                                    9
<PAGE>


pursuant to subsection 7.5(ii)(c) on or prior to such date (other than any
such Restricted Junior Payments made pursuant to a Refinancing) PLUS (iii)
the aggregate amount of any Refinancing Premiums paid by Company on or prior
to such date PLUS (iv) the aggregate amount of Consolidated Capital
Expenditures incurred by Company and its Subsidiaries pursuant to subsection
7.8C.

         "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy", as now and hereafter in effect, or any successor statute.

         "BASE RATE" means, at any time, the higher of (x) the Prime Rate or (y)
the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate.

         "BASE RATE LOANS" means Loans bearing interest at rates determined by
reference to the Base Rate as provided in subsection 2.2A.

         "BRIDGE NOTES" means the senior subordinated unsecured notes issued by
Company on the Closing Date, in the form of Annex A to the Bridge Note Agreement
as in effect on the date of execution of such Bridge Note Agreement, evidencing
notes of up to $260,000,000 in aggregate principal amount initially provided by
the KKR Fund and its Affiliates pursuant to the Bridge Note Agreement to finance
in part the Recapitalization Financing Requirements, which notes shall accrue
interest at a rate of 4% PER ANNUM over the rate paid on the greatest of 3, 6 or
12-month U.S. treasury obligations, such rate to be reset on the first
anniversary of the Closing Date, as such notes may be amended from time to time
to the extent permitted under subsection 7.9.

         "BRIDGE NOTE AGREEMENT" means that certain Note Purchase Agreement,
including Annex A thereto, dated as of November 2, 1999 among Company and the
KKR Fund, pursuant to which the Bridge Notes are issued, as in effect on the
date of execution and as such agreement may be amended from time to time to the
extent permitted under subsection 7.9.

         "BTCO" has the meaning assigned to that term in the introduction to
this Agreement.

         "BUSINESS DAY" means, for all purposes other than as covered by clause
(ii) below, (i) any day excluding Saturday, Sunday and any day which is a legal
holiday under the laws of the States of New York or California or is a day on
which banking institutions located in such states are authorized or required by
law or other governmental action to close and, (ii) with respect to all notices,
determinations, fundings and payments in connection with LIBOR or any LIBOR
Loans, any day that is a Business Day described in clause (i) above and that is
also a day for trading by and between banks in Dollar deposits in the London
interbank market.

         "CAPITAL LEASE", as applied to any Person, means any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

         "CASH" means money, currency or a credit balance in a Deposit Account.


                                    10
<PAGE>


         "CASH EQUIVALENTS" means (i) marketable securities (a) issued or
directly and unconditionally guaranteed as to interest and principal by the
United States Government or (b) issued by any agency of the United States the
obligations of which are backed by the full faith and credit of the United
States, in each case maturing within 24 months after the date of acquisition
thereof; (ii) marketable direct obligations issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing within 24 months after the date
of acquisition thereof and having, at the time of the acquisition thereof, an
investment grade rating generally obtainable from either Standard & Poor's
Ratings Group ("S&P") or Moody's Investors Service, Inc. ("MOODY'S"); (iii)
commercial paper maturing no more than 12 months from the date of creation
thereof and having, at the time of the acquisition thereof, a rating of at least
A-2 from S&P or at least P-2 from Moody's; (iv) domestic and Eurodollar
certificates of deposit or bankers' acceptances maturing within 24 months after
the date of acquisition thereof and issued or accepted by any Lender or by any
other commercial bank that has combined capital and surplus of not less than
$250,000,000; (v) repurchase agreements with a term of not more than 30 days for
underlying securities of the types described in clauses (i), (ii) and (iv) above
entered into with any commercial bank meeting the requirements specified in
clause (iv) above or with any securities dealer of recognized national standing,
(vi) shares of investment companies that are registered under the Investment
Company Act of 1940, as amended, and that invest solely in one or more of the
types of investments referred to in clauses (i) through (v) above, and (vii) in
the case of any Foreign Subsidiary, high quality, short-term liquid Investments
made by such Foreign Subsidiary in the ordinary course of managing its surplus
cash position in a manner consistent with past practices.

         "CERTIFICATE RE NON-BANK STATUS" means a certificate substantially in
the form of EXHIBIT XIII annexed hereto delivered by a Lender to Administrative
Agent pursuant to subsection 2.7B(iii).

         "CHANGE OF CONTROL" means, and shall be deemed to have occurred, if:
(i)(a) KKR, its Affiliates and the Management Investors shall at any time not
own, in the aggregate, directly or indirectly, beneficially and of record, at
least 35% of the outstanding Voting Stock of Company (other than as the result
of one or more widely distributed offerings of common stock of Company, in each
case whether by Company or by KKR, its Affiliates or the Management Investors)
and/or (b) any person, entity or "group" (within the meaning of Section 13(d) or
14(d) of the Exchange Act) shall at any time have acquired direct or indirect
beneficial ownership of a percentage of the outstanding Voting Stock of Company
that exceeds the percentage of such Voting Stock then beneficially owned, in the
aggregate, by KKR, its Affiliates and the Management Investors, UNLESS, in the
case of either clause (a) or (b) above, KKR, its Affiliates and the Management
Investors shall, at the relevant time, have the collective right or ability,
either by contract or pursuant to a written proxy or other written evidence of
voting power, to elect or designate for election a majority of the Board of
Directors of Company; and/or (ii) at any time Continuing Directors shall not
constitute a majority of the Board of Directors of Company. For purposes of this
definition, "CONTINUING DIRECTOR" means, as of any date of determination, an
individual (A) who is a member of the Board of Directors of Company on the
Closing Date, (B) who, as of such date of determination, has been a member of
such Board of Directors for at


                                   11
<PAGE>


least the 12 preceding months (or, if such date of determination occurs
during the period comprising the first 12 months after the Closing Date,
since the Closing Date), or (C) who has been nominated to be a member of such
Board of Directors, directly or indirectly, by KKR or Persons nominated by
KKR or who has been nominated to be a member of such Board of Directors by a
majority of the other Continuing Directors then in office.

         "CLASS" means, as applied to Lenders, each of the following three
classes of Lenders: (i) Lenders having Revolving Loan Exposure, (ii) Lenders
having Tranche A Term Loan Exposure, and (iii) Lenders having Tranche B Term
Loan Exposure and/or Tranche C Term Loan Exposure (taken together as a single
class).

         "CLOSING DATE" means the date on or before November 2, 1999, on which
the initial Loans are made.

         "COLLATERAL" means all of the personal property (including capital
stock) in which Liens are purported to be granted pursuant to the Collateral
Documents as security for the obligations.

         "COLLATERAL ACCOUNT" has the meaning assigned to that term in the
Collateral Account Agreement.

         "COLLATERAL ACCOUNT AGREEMENT" means the Collateral Account Agreement
executed and delivered by Company and Administrative Agent on the Closing Date,
substantially in the form of EXHIBIT XVII annexed hereto, as such Collateral
Account Agreement may hereafter be amended, supplemented or otherwise modified
from time to time.

         "COLLATERAL DOCUMENTS" means the Pledge Agreement, the Collateral
Account Agreement and any security documents that may be entered into from time
to time after the Closing Date by any Subsidiary of Company pursuant to
subsection 6.7B.

         "COMMERCIAL LETTER OF CREDIT" means any letter of credit or similar
instrument issued for the purpose of providing the primary payment mechanism in
connection with the purchase of any materials, goods or services by Company or
any of its Subsidiaries in the ordinary course of business of Company or such
Subsidiary.

         "COMMITMENTS" means the commitments of Lenders to make Loans as set
forth in subsection 2.1A.

         "COMPANY" has the meaning assigned to that term in the introduction to
this Agreement.

         "COMPANY COMMON STOCK" means the common stock of Company, par value
$0.01 per share.

         "COMPANY OPTIONS" means the options granted by Company to purchase
Company Common Stock.


                                   12
<PAGE>


         "COMPLIANCE CERTIFICATE" means a certificate substantially in the form
of EXHIBIT IX annexed hereto delivered to Administrative Agent and Lenders by
Company pursuant to subsection 6.1(iii).

         "CONFIDENTIAL SYNDICATION MEMORANDUM" means that certain Confidential
Information Memorandum relating to Company dated October 1999.

         "CONSENT SOLICITATION" means the solicitation by Company from the
holders of outstanding Existing Senior Subordinated Notes of consents to certain
amendments to the Existing Senior Subordinated Note Indenture in accordance with
the terms of the Tender Offer Materials.

         "CONSOLIDATED ADJUSTED EBITDA" means, with respect to any Person for
any period, an amount equal to (i) Consolidated Net Income PLUS (ii) to the
extent the following items are deducted in calculating such Consolidated Net
Income, the sum, without duplication, of the amounts for such period of (a)
Consolidated Interest Expense, (b) taxes computed on the basis of income, (c)
total depreciation expense, (d) total amortization expense (including
amortization of deferred financing fees), (e) any expenses or charges incurred
in connection with any issuance of debt or equity Securities (including upfront
fees payable in respect of bank facilities), (f) any restructuring charges or
reserves, (g) any expenses or charges relating to the Recapitalization, (h) any
fees and expenses related to Acquisitions and Investments permitted hereunder or
acquisitions consummated prior to the date hereof, (i) any other non-cash
charges, (j) any deduction for minority interest expense, and (k) any other
non-recurring charges minus (iii) to the extent the following items are added in
calculating such Consolidated Net Income, the sum, without duplication, of the
amounts for such period of (a) any non-recurring gains, and (b) any non-cash
gains, all of the foregoing as determined on a consolidated basis for such
Person and its Subsidiaries in conformity with GAAP; PROVIDED that, for purposes
of subsections 7.6 and 7.7(ii) only, (X) Consolidated Adjusted EBITDA of any
Included Pro Forma Entity (other than any Unrestricted Subsidiary redesignated
as a Subsidiary of Company) shall be increased (if positive) or decreased (if
negative) by any Pro Forma Adjustment applicable thereto and (Y) Consolidated
Adjusted EBITDA of Company and its Subsidiaries shall be increased (if positive)
or decreased (if negative) by the Net EBITDA Adjustment.

         "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the
aggregate of all expenditures (whether paid in cash or other consideration or
accrued as a liability and including that portion of Capital Leases which is
capitalized as principal on the consolidated balance sheet of Company and its
Subsidiaries) by Company and its Subsidiaries during that period that, in
conformity with GAAP, are included in "additions to property, plant or
equipment" or comparable items reflected in the consolidated statement of cash
flows of Company and its Subsidiaries; PROVIDED that Consolidated Capital
Expenditures shall not include (i) any such expenditures constituting all or a
portion of the purchase price in connection with any Acquisition, (ii) any such
expenditures made in connection with the replacement, substitution, repair or
restoration of any assets to the extent financed (a) with insurance proceeds
received by Company or any of its Subsidiaries on account of the loss of, or any
damage to, the assets being replaced, substituted for, repaired or restored or
(b) with the proceeds of any compensation awarded to Company or any of its
Subsidiaries as a result of the taking, by


                                       13
<PAGE>

eminent domain or condemnation, of the assets being replaced or substituted for,
(iii) the purchase price of any equipment that is purchased simultaneously with
the trade-in of any existing equipment by Company or any of its Subsidiaries to
the extent that the gross amount of such purchase price is reduced by any credit
granted by the seller of such equipment for such equipment being traded in, or
(iv) the purchase price of any property, plant or equipment purchased within one
year of the consummation of any Asset Sale or any other sale by Company or any
of its Subsidiaries of any other property, plant or equipment to the extent
purchased with the Net Asset Sale Proceeds of such Asset Sale or the proceeds of
such other sale.

         "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense for such period of Company and the Subsidiaries,
EXCLUDING, HOWEVER, any interest expense not payable in Cash.

         "CONSOLIDATED CURRENT ASSETS" means, as at any date of determination,
the total assets of Company and its Subsidiaries on a consolidated basis which
may properly be classified as current assets in conformity with GAAP, EXCLUDING
Cash and Cash Equivalents.

         "CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
determination, the total liabilities of Company and its Subsidiaries on a
consolidated basis which may properly be classified as current liabilities in
conformity with GAAP, EXCLUDING the current portions of Funded Debt.

         "CONSOLIDATED EXCESS CASH FLOW" means, for any Fiscal Year, an
amount (if positive) equal to (i) the sum, without duplication, of the
amounts for such Fiscal Year of (a) Consolidated Net Income, (b) the amount
of all non-cash charges to the extent deducted in arriving at such
Consolidated Net Income, (c) any net decrease in Consolidated Working Capital
since the end of the preceding Fiscal Year, and (d) the aggregate net
non-cash loss realized by Company and its Subsidiaries in connection with the
sale, lease, transfer or other disposition of assets by Company and its
Subsidiaries during such Fiscal Year (other than sales in the ordinary course
of business), to the extent deducted in arriving at such Consolidated Net
Income, MINUS (ii) the sum, without duplication, of the amounts for such
Fiscal Year of (a) the amount of all non-cash credits to the extent added in
arriving at such Consolidated Net Income, (b) Consolidated Capital
Expenditures actually paid in Cash during such Fiscal Year (net of the
principal amount of any Indebtedness (other than the Revolving Loans)
incurred to finance such Consolidated Capital Expenditures, whether incurred
in such Fiscal Year or in the immediately succeeding Fiscal Year), (c) the
aggregate amount of all prepayments of Revolving Loans and Swing Line Loans
to the extent accompanied by permanent reductions in the Revolving Loan
Commitments, (d) the aggregate amount of all principal payments in respect of
any Indebtedness of Company or any of its Subsidiaries (including the Term
Loans, the principal component of any payments in respect of Capital Leases
and principal payments on Equipment Notes), other than (1) any mandatory
prepayments of the Term Loans pursuant to subsection 2.4B(iii), (2) any
prepayments of Indebtedness with the proceeds of other Indebtedness, or (3)
repayments in respect of any revolving credit facility except to the extent
there is a permanent reduction in commitments thereunder in connection with
such repayments, (e) any net increase in Consolidated Working Capital since
the end of the preceding Fiscal Year, (f) the aggregate net non-cash gain
realized by Company and its Subsidiaries in connection with the sale, lease,


                                      14
<PAGE>

transfer or other disposition of assets by Company and its Subsidiaries
during such Fiscal Year (other than sales in the ordinary course of
business), (g) the aggregate amount of all Cash payments made by Company and
its Subsidiaries in respect of long-term liabilities of Company or any of its
Subsidiaries other than Indebtedness, (h) the aggregate amount of new
Investments made in Cash in accordance with subsection 7.3(vi), (i) the
aggregate amount of Cash consideration paid in connection with any
Acquisitions (net of any such consideration paid out of any Net Asset Sale
Proceeds), (j) the aggregate amount of Restricted Junior Payments made in
accordance with subsection 7.5(ii)(a) (to the extent such Restricted Junior
Payments are required by the terms of the applicable management and/or
employee stock plan, stock subscription agreement or shareholder agreement)
and subsections 7.5(ii)(b), (c) and (f), (k) the aggregate amount of any
expenditures actually made in Cash by Company and its Subsidiaries during
such Fiscal Year (including expenditures for the payment of financing fees)
to the extent such expenditures are not expensed during such Fiscal Year, (l)
the aggregate amount of any net currency gains realized by Company and its
Subsidiaries during such Fiscal Year that are prohibited from being
repatriated to the United States, and (m) the aggregate amount of any
premium, make-whole or penalty payments actually paid in cash during such
Fiscal Year that are required in connection with any prepayment of
Indebtedness and that are accounted for by Company as extraordinary items,
all of the foregoing as determined on a consolidated basis for Company and
its Subsidiaries in accordance with GAAP.

         "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for
any period, an amount equal to, without duplication, (i) total interest expense
(including that portion attributable to Capital Leases in accordance with GAAP,
capitalized interest and any administrative agency or commitment or other
similar fees payable in respect of bank facilities) of such Person and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP, with
respect to all outstanding Indebtedness of such Person and its Subsidiaries,
including all commissions, discounts and other fees and charges owed with
respect to letters of credit and bankers' acceptance financings and net costs
under Interest Rate Agreements, but excluding, however, (a) any interest expense
(including amortization of discount, amortization of debt issuance costs, and
amortization of any other charges relating to the Recapitalization) not payable
in Cash during such period and (b) any amounts referred to in subsection 2.3
payable to Administrative Agent, Syndication Agent, Documentation Agent and
Lenders on or before the Closing Date MINUS (ii) total interest income of such
Person and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP, but excluding, however, any interest income not received in Cash
during such period; PROVIDED that, for purposes of subsections 7.6 and 7.7(ii)
only, Consolidated Interest Expense of Company and its Subsidiaries shall be
increased (if positive) or decreased (if negative) by the Net Interest
Adjustment.

         "CONSOLIDATED LEVERAGE RATIO" means, as of the last day of any Fiscal
Quarter, the ratio of (i) Consolidated Total Debt as of such date to (ii)
Consolidated Adjusted EBITDA of Company and its Subsidiaries for the four Fiscal
Quarter period ending on such date.

         "CONSOLIDATED NET INCOME" means, with respect to any Person (the
"SUBJECT PERSON") for any period, the net income (or loss) of the Subject Person
and its Subsidiaries on a consolidated basis for such period taken as a single
accounting period determined in conformity with GAAP; PROVIDED that there shall
be excluded (i) the income (or loss) of any Person in which


                                      15
<PAGE>

any other Person (other than the Subject Person or any of its wholly-owned
Subsidiaries) has a joint interest to the extent of such interest held by
Persons other than the Subject Person or any of its wholly-owned Subsidiaries
and to the extent that the payment of dividends or other similar
distributions by such Person is prohibited or restricted directly or
indirectly by the terms of its organizational documents or any agreement,
governmental order or regulation, contract or otherwise, (ii) the income (or
loss) of any Person accrued prior to the date it becomes a Subsidiary of the
Subject Person or is merged into or consolidated with the Subject Person or
any of its Subsidiaries or that Person's assets are acquired by the Subject
Person or any of its Subsidiaries, (iii) any after-tax gains or losses, and
any related fees and expenses, in each case to the extent attributable to
Asset Sales or returned surplus assets of any Pension Plan, (iv) any
translation currency gains and losses, and (v) (to the extent not included in
clauses (i) through (iv) above) any net extraordinary gains or net
extraordinary losses.

         "CONSOLIDATED TOTAL DEBT" means, as at any date of determination, the
aggregate stated balance sheet amount of all Indebtedness of Company and its
Subsidiaries under clauses (i), (ii) and (iii) of the definition of
"Indebtedness" (but only to the extent, in the case of said clause (iii), of any
drawings honored under letters of credit and not yet reimbursed by Company or
any of its Subsidiaries), as determined on a consolidated basis in accordance
with GAAP.

         "CONSOLIDATED WORKING CAPITAL" means, as at any date of determination,
the excess (or deficit) of Consolidated Current Assets over Consolidated Current
Liabilities.

         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any Security issued by that Person or of any material indenture, mortgage,
deed of trust, contract, undertaking, agreement or other instrument to which
that Person is a party or by which it or any of its properties is bound or to
which it or any of its properties is subject.

         "CONVERSION DATE" means the date which is the eighteen-month
anniversary of the Closing Date.

         "CONVERSION NOTES" means the senior subordinated unsecured notes, if
any, issued by Company on the Conversion Date (as described in Exhibit A to the
Bridge Note Agreement having and, to the extent not expressly set forth in such
Exhibit A, having such other terms and conditions as may be acceptable to
Administrative Agent and Requisite Lenders), evidencing term notes, the
aggregate principal amount of which shall not exceed the sum of the then
outstanding principal amount of the Bridge Notes plus the senior subordinated
unsecured notes issued by Company subsequent to the Conversion Date in the
aggregate principal amount equal to the PIK Interest Amounts under the
Conversion Notes, in each case no principal amount of which shall mature or be
payable prior to the tenth anniversary of the Closing Date and no interest on
which shall accrue at a rate greater than 17% per annum (of which no greater
than 15% per annum may be payable in cash), in each case as such notes may be
amended from time to time to the extent permitted under subsection 7.9.

         "CONVERSION NOTE INDENTURE" means the indenture, if any, pursuant to
which the Conversion Notes are issued, as approved by Administrative Agent and
Requisite Lenders, as


                                      16
<PAGE>

such indenture may be further amended from time to time to the extent
permitted under subsection 7.9.

         "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement, currency futures contract, currency option contract, synthetic
currency exchange rate cap or other similar agreement or arrangement to which
Company or any of its Subsidiaries is a party.

         "DEFAULTING LENDER" has the meaning assigned to that term in subsection
2.9.

         "DEFAULT PERIOD" has the meaning assigned to that term in subsection
2.9.

         "DELAYED-DRAW TERM LOANS" means a portion of the Tranche A Term Loans
in an aggregate amount not to exceed the lesser of (i) $45,000,000 and (ii) the
maximum aggregate consideration (including accrued interest and premiums) which
Company will be required to pay in connection with the redemption of all of the
then outstanding Existing Floating Rate Senior Subordinated Notes which were not
tendered pursuant to the Tender Offer; PROVIDED that (i) Company shall have
delivered to Administrative Agent, on the Business Day immediately preceding the
Closing Date, an Officer's Certificate requesting that a portion of the Tranche
A Term Loans be made available as Delayed-Draw Term Loans and setting forth in
reasonable detail the calculation of the aggregate principal amount of the
Delayed-Draw Term Loans and (ii) on or before November 15, 1999, Company shall
have caused irrevocable notice of the redemption of the Existing Floating Rate
Senior Subordinated Notes to be given in accordance with the terms of the
Existing Senior Subordinated Note Indenture.

         "DEPOSIT ACCOUNT" means a demand, time, savings, passbook or like
account with a bank, savings and loan association, credit union or like
organization, other than an account evidenced by a negotiable certificate of
deposit.

         "DOCUMENTATION AGENT" means Morgan in its capacity as Documentation
Agent.

         "DOLLARS" and the sign "$" mean the lawful money of the United States
of America.

         "DOMESTIC SUBSIDIARY" means a Subsidiary of Company organized under the
laws of the United States or any state thereof.

         "ELIGIBLE ASSIGNEE" means (A) (i) a commercial bank organized under the
laws of the United States or any state thereof; (ii) a savings and loan
association or savings bank organized under the laws of the United States or any
state thereof; (iii) a commercial bank organized under the laws of any other
country or a political subdivision thereof; PROVIDED that (x) such bank is
acting through a branch or agency located in the United States or (y) such bank
is organized under the laws of a country that is a member of the Organization
for Economic Cooperation and Development or a political subdivision of such
country; and (iv) any other entity which is an "accredited investor" (as defined
in Regulation D under the Securities Act) which extends credit or buys loans as
one of its businesses including insurance companies,


                                      17
<PAGE>

mutual funds and lease financing companies; and (B) any Lender, any Affiliate
of any Lender and, with respect to any Lender that is an investment fund that
invests in commercial loans, any other investment fund that invests in
commercial loans and that is managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor; PROVIDED that no
Affiliate of Company shall be an Eligible Assignee.

         "ENVIRONMENTAL CLAIMS" means any and all administrative, regulatory or
judicial actions, suits, demands, demand letters, claims, liens, notices of
noncompliance or violation, investigations (other than internal reports prepared
by Company or any of its Subsidiaries (i) in the ordinary course of such
Person's business or (ii) as required in connection with a financing transaction
or an acquisition or disposition of real estate) or proceedings relating in any
way to any Environmental Law (for purposes of this definition, "CLAIMS"),
including (a) any and all Claims by governmental or regulatory authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law and (b) any and all Claims by any
Third Party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising
from alleged injury or threat of injury to health, safety or the environment.

         "ENVIRONMENTAL LAWS" means any and all present and future laws,
statutes, ordinances, rules, regulations, requirements, restrictions, permits,
orders, and determinations of any governmental authority that have the force and
effect of law, and that pertain to pollution (including hazardous, toxic or
dangerous substances), natural resources or the environment, whether federal,
state, or local, domestic or foreign including environmental response laws such
as the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 and
as the same may be further amended (hereinafter collectively called "CERCLA").

         "EQUIPMENT NOTES" means one or more promissory notes evidencing
Indebtedness incurred by Company or any of its Subsidiaries in connection with
the purchase of equipment, which Indebtedness is secured solely by such
equipment and the proceeds thereof and which Indebtedness and Liens are
permitted under subsections 7.1 and 7.2, respectively.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any regulations promulgated thereunder.

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

         "ERISA EVENT" means any of the following events or occurrences if such
event or occurrence could, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect: (i) the failure to make a required
contribution to a Pension Plan; (ii) a withdrawal by Company, any of its
Subsidiaries or any ERISA Affiliate from a Pension Plan subject to Section 4063
of ERISA during a plan year in which it was a substantial employer (as


                                      18
<PAGE>

defined in Section 4001(a)(2) of ERISA), or a cessation of operation which is
treated as such a withdrawal under Section 4062(e) of ERISA; (iii) a complete
or partial withdrawal by Company, any of its Subsidiaries or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan
is in reorganization or is insolvent pursuant to Section 4241 or 4245 of
ERISA; (iv) the filing of a notice of intent to terminate, the treatment of a
Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate, in each case with
respect to a Pension Plan or Multiemployer Plan; (v) an event or condition
which might reasonably be expected to constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; (vi) the imposition of
any liability upon Company, any of its Subsidiaries or any ERISA Affiliate
under Title IV of ERISA (other than with respect to PBGC premiums due but not
delinquent under Section 4007 of ERISA) upon Company, any of its Subsidiaries
or any ERISA Affiliate; (vii) the imposition of a Lien pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with
respect to any Pension Plan; (viii) receipt from the Internal Revenue Service
of notice of the failure of any Pension Plan (or any other Plan intended to
qualify under Section 401(a) of the Internal Revenue Code) to qualify under
Section 401(a) of the Internal Revenue Code, or the failure of any trust
forming part of any Pension Plan to qualify for exemption from taxation under
Section 501(a) of the Internal Revenue Code; or (ix) the violation of any
applicable foreign law, or an event or occurrence that is comparable to any
of the foregoing events or occurrences, in either case with respect to a Plan
that is not subject to regulation under ERISA by reason of Section 4(b)(4) of
ERISA.

         "EVENT OF DEFAULT" means each of the events set forth in Section 8.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.

         "EXCHANGE RATE" means, on any date when an amount expressed in a
currency other than Dollars is to be determined with respect to any Letter of
Credit, the spot rate of exchange quoted by Administrative Agent in the New York
foreign exchange market for the sale of such currency on such date.

         "EXCLUDED PRO FORMA ENTITY" means, for any period, (i) any Person,
property, business or asset (other than an Unrestricted Subsidiary) that is
sold, transferred or otherwise disposed of by Company or any of its Subsidiaries
to a Third Party during such period; PROVIDED that, for purposes of calculating
any consolidated financial information for any Excluded Pro Forma Entity to be
used in determining the Net EBITDA Adjustment or Net Interest Adjustment for
such period, financial information pertaining to any Person, property, business
or asset that was related to such Excluded Pro Forma Entity but that was not
disposed of by Company or such Subsidiary shall not be consolidated with the
relevant financial information of the Excluded Pro Forma Entity and (ii) any
Subsidiary of Company that is redesignated as an Unrestricted Subsidiary during
such period.

         "EXISTING CREDIT AGREEMENT" means that certain Third Amended and
Restated Credit Agreement dated as of May 13, 1999 among Company, the lenders
parties thereto,


                                      19
<PAGE>

Salomon Brothers Holding Company Inc. and Bankers Trust Company, as agent, as
amended prior to the Closing Date.

         "EXISTING FIXED RATE SENIOR SUBORDINATED NOTE" means Company's
$140,000,000 in initial aggregate principal amount of 9 5/8% Senior Subordinated
Notes due 2005.

         "EXISTING FLOATING RATE SENIOR SUBORDINATED NOTES" means Company's
$45,000,000 in initial aggregate principal amount of Senior Subordinated
Floating Rate Notes due 2005.

         "EXISTING LETTERS OF CREDIT" means the Letters of Credit listed on
SCHEDULE 3.1C annexed hereto.

         "EXISTING PREFERRED STOCK" means the Series F Preferred Stock of
Company, par value $0.01 per share, outstanding immediately prior to the
consummation of the Merger.

         "EXISTING PREFERRED STOCK CERTIFICATE OF DESIGNATION" means the
provisions of Company's Certificate of Designation, Powers, Preferences and
Rights of Series F Preferred Stock, dated December 18, 1997, as amended prior to
the Closing Date.

         "EXISTING PRINCIPAL STOCKHOLDERS" means, collectively, the Apollo Funds
and Newport.

         "EXISTING SENIOR SUBORDINATED NOTES" means the Existing Fixed Rate
Senior Subordinated Notes and the Existing Floating Rate Senior Subordinated
Notes.

         "EXISTING SENIOR SUBORDINATED NOTE INDENTURE" means the indenture
pursuant to which the Existing Senior Subordinated Notes were issued, as amended
prior to the Closing Date and pursuant to the Consent Solicitation and as such
indenture may be further amended from time to time to the extent permitted under
subsection 7.9.

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

         "FINANCIAL PLAN" has the meaning assigned to that term in subsection
6.1(ix).

         "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien has priority over any other Lien on such Collateral and (ii) such Lien is
the only Lien (other than Permitted Encumbrances) to which such Collateral is
subject.


                                      20
<PAGE>

         "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

         "FISCAL YEAR" means the fiscal year of Company and its Subsidiaries
ending on December 31 of each calendar year (or any other date to which such
Fiscal Year-end is changed pursuant to subsection 6.10).

         "FOREIGN SUBSIDIARY" means a Subsidiary that is not a Domestic
Subsidiary.

         "FUNDED DEBT", as applied to any Person, means all Indebtedness for
borrowed money of that Person (including any current portions thereof) which by
its terms or by the terms of any instrument or agreement relating thereto
matures more than one year from, or is directly renewable or extendable at the
option of that Person to a date more than one year from (including an option of
that Person under a revolving credit or similar agreement obligating the lender
or lenders to extend credit over a period of one year or more from), the date of
the creation thereof.

         "FUNDING AND PAYMENT OFFICE" means (i) the office of Administrative
Agent and Swing Line Lender located at 130 Liberty Street, New York, New York
10006, or (ii) such other office of Administrative Agent and/or Swing Line
Lender as may from time to time hereafter be designated as such in a written
notice delivered by Administrative Agent and/or Swing Line Lender to Company and
each Lender.

         "FUNDING DATE" means the date of the funding of a Loan.

         "GAAP" means, subject to the limitations on the application thereof set
forth in subsection 1.2, generally accepted accounting principles set forth in
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession in the United States, in each case as the same are applicable to the
circumstances as of the date of determination.

         "GOVERNMENTAL AUTHORIZATION" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any federal, state,
local or foreign governmental authority, agency or court.

         "GUARANTEE OBLIGATIONS" means, as to any Person, any obligation of such
Person guaranteeing or intended to guarantee any Indebtedness of any other
Person (the "PRIMARY OBLIGOR") in any manner, whether directly or indirectly,
including, without limitation, any obligation of such Person, whether or not
contingent, (i) to purchase any such Indebtedness or any property constituting
direct or indirect security therefor, (ii) to advance or supply funds (a) for
the purchase or payment of any such Indebtedness or (b) to maintain working
capital or equity capital of the Primary Obligor or otherwise to maintain the
net worth or solvency of the Primary Obligor, (iii) to purchase property,
Securities or services primarily for the purpose of assuring the owner of any
such Indebtedness of the ability of the Primary Obligor to make payment of such
Indebtedness or (iv) otherwise to assure or hold harmless the owner of such
Indebtedness against loss in respect thereof; PROVIDED, HOWEVER, that the term
"Guarantee


                                      21
<PAGE>

Obligations" shall not include endorsements of instruments for deposit or
collection in the ordinary course of business. The amount of any Guarantee
Obligation shall be deemed to be an amount equal to the stated or
determinable amount of the Indebtedness in respect of which such Guarantee
Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such Person is required to
perform thereunder) as determined by such Person in good faith.

         "GUARANTIES" means the Subsidiary Guaranty and any guaranty entered
into by any Subsidiary of Company pursuant to subsection 6.7B.

         "HAZARDOUS MATERIALS" means any substance that is defined or listed as
a hazardous, toxic or dangerous substance under any present or future
Environmental Law or that is otherwise regulated or prohibited or subject to
investigation or remediation under any present or future Environmental Law
because of its hazardous, toxic, or dangerous properties, including (i) any
substance that is a "hazardous substance" under CERCLA (as defined in the
definition of "ENVIRONMENTAL LAWS") and (ii) petroleum wastes or products.

         "HEDGE AGREEMENT" means any Interest Rate Agreement or Currency
Agreement designed to hedge against fluctuations in interest rates or currency
values, respectively.

         "INCLUDED PRO FORMA ENTITY" means, for any period, (i) any Person,
property, business or asset (other than an Unrestricted Subsidiary) that is
acquired by Company or any of its Subsidiaries from a Third Party during such
period and not subsequently sold, transferred or otherwise disposed of by
Company or such Subsidiary to a Third Party during such period; PROVIDED that,
for purposes of calculating any consolidated financial information for any
Included Pro Forma Entity to be used in determining the Net EBITDA Adjustment or
Net Interest Adjustment for such period, financial information pertaining to any
Person, property, business or asset that was related to such Included Pro Forma
Entity but that was not acquired by Company or such Subsidiary shall not be
consolidated with the relevant financial information of the Included Pro Forma
Entity and (ii) any Unrestricted Subsidiary that is redesignated as a Subsidiary
of Company during such period.

         "INDEBTEDNESS", as applied to any Person, means (i) all indebtedness of
such Person for borrowed money, (ii) that portion of obligations with respect to
Capital Leases that is properly classified as a liability on a balance sheet of
such Person in conformity with GAAP, (iii) any obligation incurred by such
Person in connection with banker's acceptances and the maximum aggregate amount
from time to time available for drawing under all outstanding letters of credit
issued for the account of such Person together, without duplication, with the
amount of all honored but unreimbursed drawings thereunder, (iv) any obligation
owed for all or any part of the deferred purchase price of property or services
(excluding any such obligations incurred under ERISA), which purchase price (a)
is due more than six months from the date of incurrence of the obligation in
respect thereof and (b) would be shown on the liability side of the balance
sheet of such Person in accordance with GAAP, (v) all monetary obligations of
such Person under Hedge Agreements (it being understood that monetary
obligations under Interest Rate Agreements and Currency Agreements other than
Hedge Agreements constitute Investments and not Indebtedness), and (vi) all
indebtedness referred to in clauses (i) through (iv) above secured


                                      22
<PAGE>

by any Lien on any property or asset owned or held by that Person regardless
of whether the indebtedness secured thereby shall have been assumed by that
Person or is nonrecourse to the credit of that Person; provided that the term
"Indebtedness" shall in no event include any trade payables or accrued
expenses arising in the ordinary course of business.

         "INDEMNITEE" has the meaning assigned to that term in subsection 10.3.

         "INFORMATION SYSTEMS AND EQUIPMENT" means all computer hardware,
filmware and software, as well as other information processing systems, or any
equipment containing embedded microchips, whether directly owned, licensed,
leased, operated or otherwise controlled by Company or any of its Subsidiaries,
including through third-party service providers, and which, in whole or in part,
are used, operated, relied upon, or integral to, Company's or any of its
Subsidiaries' conduct of their respective businesses.

         "INTELLECTUAL PROPERTY" means all patents, trademarks, tradenames,
copyrights, technology, know-how and processes used in or necessary for the
conduct of the business of Company and its Subsidiaries as currently conducted
that are material to the condition (financial or otherwise), business or
operations of Company and its Subsidiaries, taken as a whole.

         "INTEREST PAYMENT DATE" means (i) with respect to any Base Rate Loan,
each March 15, June 15, September 15 and December 15 of each year, commencing on
the first such date to occur after the Closing Date, and (ii) with respect to
any LIBOR Loan, the last day of each Interest Period applicable to such Loan;
PROVIDED that, in the case of each Interest Period of longer than three months,
"Interest Payment Date" shall also include each date that is three months, or an
integral multiple thereof, after the commencement of such Interest Period.

         "INTEREST PERIOD" has the meaning assigned to that term in subsection
2.2B.

         "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement to which Company or any of its Subsidiaries is a party.

         "INTEREST RATE DETERMINATION DATE" means with respect to any Interest
Period, the second Business Day prior to the first day of such Interest Period.

         "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, and any successor
statute.

         "INVESTMENT" means (i) any purchase or other acquisition by Company or
any of its Subsidiaries of, or of a beneficial interest in, any Securities of
any other Person (other than a Person that prior to such purchase or acquisition
was a Subsidiary of Company), (ii) any loan, advance (other than advances to
employees for moving, entertainment and travel expenses, drawing accounts and
similar expenditures in the ordinary course of business) or capital contribution
by Company or any of its Subsidiaries to any Third Party, including all
indebtedness and accounts receivable from that Third Party that are not current
assets or did not arise from sales to that Third Party in the ordinary course of
business, (iii) the designation of any Person as


                                      23
<PAGE>

an Unrestricted Subsidiary, or (iv) any monetary obligations under Interest
Rate Agreements or Currency Agreements not constituting Hedge Agreements. The
amount of any Investment shall be (A) the original cost of such Investment
(determined, in the case of an Investment described in clause (iii) above, as
provided in the definition of "Subsidiary", without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment, MINUS (B) the lesser of (1) the aggregate amount
of any repayments, redemptions, dividends or distributions thereon or
proceeds from the sale thereof, in each case to the extent of Cash payments
(including any Cash received by way of deferred payment pursuant to, or
monetization of, a note receivable or otherwise, but only as and when so
received) actually received by Company or the applicable Subsidiary of
Company, and (2) the aggregate amount described in the immediately preceding
clause (A).

         "ISSUING LENDER" means, with respect to any Letter of Credit, the
Lender which agrees or is otherwise obligated to issue such Letter of Credit,
determined as provided in subsection 3.1B(ii); PROVIDED that any Issuing Lender
may be an Affiliate of BTCo so long as (i) BTCo is a Lender under this Agreement
and (ii) such Affiliate shall have executed a counterpart of this Agreement on
or prior to the date of any issuance of Letter of Credit by such Affiliate.

         "JOINT VENTURE" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; PROVIDED
that in no event shall any corporate Subsidiary of any Person be considered to
be a Joint Venture to which such Person is a party.

         "KKR" means Kohlberg Kravis Roberts & Co. L.P.

         "KKR FUND" has the meaning assigned to such term in the recitals to
this Agreement.

         "LENDER" and "LENDERS" means the persons identified as "Lenders" and
listed on the signature pages of this Agreement, together with their successors
and permitted assigns pursuant to subsection 10.1, and the term "Lenders" shall
include Swing Line Lender unless the context otherwise requires; PROVIDED that
the term "Lenders", when used in the context of a particular Commitment, shall
mean Lenders having that Commitment.

         "LENDING OFFICE" means, as to any Lender, the offices of such Lender on
SCHEDULE 2.1 annexed hereto, or such other office or offices as such Lender may
from time to time hereafter designate as such in a written notice delivered by
such Lender to Company and Administrative Agent.

         "LETTER OF CREDIT" or "LETTERS OF CREDIT" means Commercial Letters of
Credit and Standby Letters of Credit issued or to be issued by Issuing Lenders
for the account of Company pursuant to subsection 3.1 and the Existing Letters
of Credit.

         "LETTER OF CREDIT USAGE" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which is or at any time thereafter may
become available for drawing under all Letters of Credit then outstanding PLUS
(ii) the aggregate amount of all


                                      24
<PAGE>

drawings under Letters of Credit honored by Issuing Lenders and not
theretofore reimbursed by Company (including any such reimbursement out of
the proceeds of Revolving Loans pursuant to subsection 3.3B).

         "LIBOR" means, for any Interest Rate Determination Date with respect to
an Interest Period for a LIBOR Loan, the arithmetic average (rounded upward to
the nearest 1/16 of one percent) of the offered quotations, if any, to first
class banks in the interbank Eurodollar market for Dollars by Reference Lenders
for Dollar deposits of amounts in same day funds comparable to the respective
principal amounts of the LIBOR Loans of Reference Lenders for which LIBOR is
then being determined (which principal amount shall be deemed to be $1,000,000
in the case of any Reference Lender not making, converting to or continuing such
a LIBOR Loan) with maturities comparable to such Interest Period as of
approximately 10:00 A.M. (New York time) on such Interest Rate Determination
Date; PROVIDED that if any Reference Lender fails to provide Administrative
Agent with its aforementioned quotation then LIBOR shall be determined based on
the quotation(s) provided to Administrative Agent by the other Reference
Lender(s).

         "LIBOR LOANS" means Loans bearing interest at rates determined by
reference to LIBOR as provided in subsection 2.2A.

         "LIEN" means any lien, mortgage, pledge, assignment, security interest,
charge or other similar encumbrance of any kind (including any conditional sale
or other title retention agreement, any lease in the nature thereof, and any
agreement to give any security interest) and any other similar preferential
arrangement having the practical effect of any of the foregoing.

         "LOAN" or "LOANS" means one or more of the Tranche A Term Loans,
Tranche B Term Loans, Tranche C Term Loans, Revolving Loans or Swing Line Loans
or any combination thereof.

         "LOAN DOCUMENTS" means this Agreement, the Notes, the Letters of Credit
(and any applications for Letters of Credit), the Guaranties and the Collateral
Documents.

         "LOAN PARTY" means Company, each Subsidiary Guarantor and each
Subsidiary executing and delivering a Loan Document after the Closing Date
pursuant to subsection 6.7B, and "Loan Parties" means all such Persons,
collectively.

         "MANAGEMENT INVESTORS" means members of Company's management,
including, without limitation, Richard N. Zehner, Vincent S. Pino and Kenneth S.
Ord.

         "MANAGEMENT STOCKHOLDERS' AGREEMENTS" means, collectively, the
Stockholders' Agreements, each dated as of November 2, 1999, by and among
Company, Viewer Holdings and each of the Management Investors, in each case in
the form delivered to Administrative Agent and Lenders prior to their execution
of this Agreement.

         "MARGIN STOCK" has the meaning assigned to that term in Regulation U of
the Board of Governors of the Federal Reserve System as in effect from time to
time.


                                      25
<PAGE>

         "MATERIAL ADVERSE EFFECT" means any circumstance or condition affecting
the business, assets, operations, properties or financial condition of Company
and its Subsidiaries, taken as a whole, that would materially adversely affect
(a) the ability of Loan Parties, taken as a whole, to perform their obligations
under this Agreement and the other Loan Documents, taken as a whole, or (b) the
rights and remedies of Administrative Agent and Lenders under this Agreement and
the other Loan Documents, taken as a whole.

         "MATERIAL FOREIGN SUBSIDIARY" means a Material Subsidiary that is not a
Domestic Subsidiary.

         "MATERIAL SUBSIDIARY" means each Subsidiary of Company now existing or
hereafter acquired or formed by Company which, on a consolidated basis for such
Subsidiary and its Subsidiaries, (i) for the most recent Fiscal Year accounted
for more than 5% of the consolidated gross revenues of Company and its
Subsidiaries or (ii) as at the end of such Fiscal Year, was the owner of more
than 5% of the consolidated total assets of Company and its Subsidiaries.

         "MERGER" means the merger of Newco with and into Company in accordance
with the terms of the Merger Agreement, with Company being the surviving
corporation in such Merger.

         "MERGER AGREEMENT" means that certain Agreement and Plan of Merger
dated as of September 13, 1999 by and between Newco and Company, as amended by
Amendment No. 1 thereto, dated as of November 1, 1999, in the form delivered to
Administrative Agent and Lenders prior to their execution of this Agreement.

         "MORGAN" means Morgan Guaranty Trust Company.

         "MULTIEMPLOYER PLAN" means a "multiemployer plan", within the meaning
of Section 4001(a)(3) of ERISA, with respect to which Company, any of its
Subsidiaries or any ERISA Affiliate may have liability.

         "NET ASSET SALE PROCEEDS" means, with respect to any Asset Sale, Cash
payments (including any Cash received by way of deferred payment pursuant to, or
by monetization of, a note receivable or otherwise, but only as and when so
received) received from such Asset Sale, net of (i) the costs and expenses
relating to such Asset Sale, (ii) all taxes paid or estimated to be payable in
connection with such Asset Sale, (iii) payment of the outstanding principal
amount of, premium or penalty, if any, and interest on any Indebtedness (other
than the Loans) that is secured by a Lien on the stock or assets in question and
that is required to be repaid under the terms thereof as a result of such Asset
Sale and (iv) the amount of any reasonable reserves established in accordance
with GAAP against any liabilities (other than taxes described in clause (ii)
above) that are (a) associated with the assets that are the subject of such
Asset Sale and (b) retained by Company or any of its Subsidiaries; PROVIDED that
(X) in the event the amount of any taxes estimated to be payable as described in
clause (ii) above exceeds the amount actually paid, Company or the applicable
Subsidiary shall be deemed to have received Net Asset Sale Proceeds in the
amount of such excess on the date such taxes are paid, and (Y) upon any
subsequent


                                      26
<PAGE>

reduction in the amount of any reserve described in clause (iv) above (other
than in connection with a payment by Company or the applicable Subsidiary in
respect of the applicable liability), Company or the applicable Subsidiary
shall be deemed to have received Net Asset Sale Proceeds on the date and in
the amount of such reduction.

         "NET EBITDA ADJUSTMENT" means, for any period, an amount equal to (i)
the sum of the aggregate of the amounts of Consolidated Adjusted EBITDA for any
Included Pro Forma Entities (calculated for the entire such period for each such
Included Pro Forma Entity as if such Included Pro Forma Entity had become an
Included Pro Forma Entity on the first day of such period) MINUS (ii) the sum of
the aggregate of the amounts of Consolidated Adjusted EBITDA for any Excluded
Pro Forma Entities (calculated for the entire such period for each such Excluded
Pro Forma Entity, including any portion thereof prior to the date on which it
became an Excluded Pro Forma Entity).

         "NET INTEREST ADJUSTMENT" means, for any period, an amount equal to (i)
the sum of the aggregate of the amounts of Consolidated Interest Expense for any
Included Pro Forma Entities (calculated for the entire such period for each such
Included Pro Forma Entity, including any portion thereof prior to the date on
which it became an Included Pro Forma Entity, in each case on a pro forma basis
as if any Indebtedness of such Included Pro Forma Entity that was incurred,
assumed or prepaid in connection with the transaction pursuant to which it
became an Included Pro Forma Entity had been incurred, assumed or prepaid on the
first day of such period) MINUS (ii) the sum of the aggregate of the amounts of
Consolidated Interest Expense for any Excluded Pro Forma Entities (calculated
for the entire such period for each such Excluded Pro Forma Entity, including
any portion thereof prior to the date on which it became an Excluded Pro Forma
Entity).

         "NEWCO" means Viewer Acquisition Corporation, a Delaware corporation
and a Subsidiary of Viewer Holdings.

         "NEWCO EQUITY AMOUNT" has the meaning assigned to that term in the
recitals to this Agreement.

         "NEWPORT" means Newport Investment LLC, a Delaware limited liability
company.

         "NON-EXCLUDED TAX" has the meaning assigned to that term in subsection
2.7A.

         "NOTES" means one or more of the Tranche A Term Notes, Tranche B Term
Notes, Tranche C Term Notes, Revolving Notes or Swing Line Note or any
combination thereof.

         "NOTICE OF BORROWING" means a notice substantially in the form of
EXHIBIT I annexed hereto delivered by Company to Administrative Agent pursuant
to subsection 2.1B with respect to a proposed borrowing.

         "NOTICE OF CONVERSION/CONTINUATION" means a notice substantially in the
form of EXHIBIT II annexed hereto delivered by Company to Administrative Agent
pursuant to


                                      27
<PAGE>

subsection 2.2D with respect to a proposed conversion or continuation of the
applicable basis for determining the interest rate with respect to the Loans
specified therein.

         "OBLIGATIONS" means all monetary obligations of every nature of each
Loan Party from time to time owed to Administrative Agent, Lenders or any of
them under the Loan Documents, whether for principal, interest, reimbursement of
amounts drawn under Letters of Credit, fees, expenses, indemnification or
otherwise.

         "OFFICER'S CERTIFICATE" means, as applied to any corporation, a
certificate executed on behalf of such corporation by its chairman of the board
(if an officer), its president, one of its vice presidents, its chief financial
officer, or its treasurer.

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

         "PENSION PLAN" means a pension plan as defined in Section 3(2) of ERISA
(other than a Multiemployer Plan), with respect to which Company, any of its
Subsidiaries or any ERISA Affiliate may have any liability.

         "PERMITTED ENCUMBRANCES" means the following types of Liens:

         (i)      Liens for taxes, fees, assessments or other governmental
charges which are not delinquent or remain payable without penalty, or to the
extent that payment thereof is otherwise not, at the time, required by
subsection 6.3;

         (ii)     Liens in respect of property or assets imposed by law, such as
carriers', warehousemen's, mechanics', landlords', materialmen's, repairmen's or
other similar Liens arising in the ordinary course of business, in each case so
long as such Liens do not, individually or in the aggregate, have a Material
Adverse Effect;

         (iii)    Liens (other than any Lien imposed pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA) incurred or
deposits made in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other types of social security, or to
secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and return-of-money bonds
and other similar obligations incurred in the ordinary course of business
(exclusive of obligations in respect of payments for borrowed money);

         (iv)     Liens incurred in the ordinary course of business on
securities to secure repurchase and reverse repurchase obligations in respect of
such securities;

         (v)      Liens consisting of judgment or judicial attachment liens in
circumstances not constituting an Event of Default under subsection 8.8;

         (vi)     easements, rights-of-way, restrictions, minor defects or
irregularities of title and other similar encumbrances not interfering in any
material respect with the business of Company and its Subsidiaries, taken as a
whole;


                                      28
<PAGE>

         (vii)    Liens securing obligations in respect of Capital Leases or
Equipment Notes on the assets subject to such Capital Leases or Equipment Notes,
as the case may be; PROVIDED that such Capital Leases and Equipment Notes are
otherwise permitted hereunder.

         (viii)   Liens arising solely by virtue of any statutory or common law
provision relating to bankers' liens, rights of set-off or similar rights and
remedies with respect to deposit accounts or other funds maintained with a
creditor depository institution; provided that applicable deposit account is not
a cash collateral account;

         (ix)     any interest or title of a lessor, or secured by a lessor's
interest under, any lease permitted by this Agreement;

         (x)      Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods;

         (xi)     Liens on goods the purchase price of which is financed by a
Commercial Letter of Credit issued for the account of Company or any of its
Subsidiaries; PROVIDED that such Lien secures only the obligations of Company or
such Subsidiary in respect of such Commercial Letter of Credit to the extent
permitted under this Agreement; and

         (xii)    leases or subleases granted to others not interfering in any
material respect with the business of Company and its Subsidiaries, taken as a
whole.

         "PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments (whether federal,
state or local, domestic or foreign, and including political subdivisions
thereof) and agencies or other administrative or regulatory bodies thereof.

         "PIK INTEREST AMOUNTS" means the aggregate principal amount of
additional Conversion Notes issued pursuant to the Conversion Notes or the
Conversion Note Indenture as payment of interest on the then existing Conversion
Notes in excess of 15% per annum.

         "PLAN" means an employee benefit plan (as defined in Section 3(3) of
ERISA) which Company or any of its Subsidiaries sponsors or maintains, or to
which Company or any of its Subsidiaries makes, is making or is obligated to
make contributions, or to which Company or any of its Subsidiaries may have any
liability, and includes any Pension Plan.

         "PLEDGE AGREEMENT" means the Pledge Agreement executed and delivered on
the Closing Date by Company, existing Subsidiary Guarantors on the Closing Date
(and by any additional Subsidiary Guarantor from time to time thereafter in
accordance with subsection 6.7), and Administrative Agent, substantially in the
form of EXHIBIT XV annexed hereto, as such Pledge Agreement may thereafter be
amended, supplemented or otherwise modified from time to time.


                                      29
<PAGE>

         "PLEDGED COLLATERAL" means the "Pledged Collateral" as defined in the
Pledge Agreement.

         "PLEDGED SUBSIDIARY" means any direct or indirect Domestic Subsidiary
of Company other than any such Domestic Subsidiaries which own assets or have
annual revenues of less than $100,000 individually and $1,000,000 collectively.

         "POST-MERGER SHARES" means the Company Common Stock outstanding
immediately after the consummation of the Merger.

         "POTENTIAL EVENT OF DEFAULT" means a condition or event that, after
notice or lapse of time or both, would constitute an Event of Default.

         "PRE-MERGER SHARES" means the Company Common Stock outstanding
immediately prior to the consummation of the Merger.

         "PRIME RATE" means the rate that BTCo announces from time to time as
its prime lending rate, as in effect from time to time. The Prime Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. BTCo or any other Lender may make commercial
loans or other loans at rates of interest at, above or below the Prime Rate.

         "PRO FORMA ADJUSTMENT" means, for any period with respect to any
Included Pro Forma Entity (other than an Unrestricted Subsidiary redesignated as
a Subsidiary of Company, for which there shall be no Pro Forma Adjustment), the
pro forma increase or decrease in the Consolidated Adjusted EBITDA of such
Included Pro Forma Entity that Company in good faith predicts will occur as a
result of reasonably identifiable and supportable net cost savings or additional
net costs or a reasonably identifiable and supportable increase in sales volume,
as the case may be, that will be realizable during such period by combining the
operations of such Included Pro Forma Entity with the operations of Company and
its Subsidiaries; PROVIDED that, so long as such net cost savings or additional
net costs or increase in sales volume will be realizable at any time during such
period it shall be assumed, for purposes of projecting such pro forma increase
or decrease in such Consolidated Adjusted EBITDA, that such net cost savings or
additional net costs or increase in sales volume will be realizable during the
entire such period; and PROVIDED, FURTHER that any such pro forma increase or
decrease in such Consolidated Adjusted EBITDA shall be without duplication of
any net cost savings or additional net costs or increase in sales volume
actually realized during such period and already included in such Consolidated
Adjusted EBITDA.

         "PRO FORMA ADJUSTMENT CERTIFICATE" shall mean a certificate of a
Responsible Officer of Company delivered pursuant to subsection 6.1(xii) setting
forth the information described in clause (d) of subsection 6.1(iii).

         "PRO RATA SHARE" means (i) with respect to all payments, computations
and other matters relating to the Tranche A Term Loan Commitment or the Tranche
A Term Loans of any Lender, the percentage obtained by DIVIDING (x) the Tranche
A Term Loan Exposure of that


                                      30
<PAGE>

Lender BY (y) the aggregate Tranche A Term Loan Exposure of all Lenders, (ii)
with respect to all payments, computations and other matters relating to the
Tranche B Term Loan Commitment or the Tranche B Term Loan of any Lender, the
percentage obtained by dividing (x) the Tranche B Term Loan Exposure of that
Lender BY (y) the aggregate Tranche B Term Loan Exposure of all Lenders,
(iii) with respect to all payments, computations and other matters relating
to the Tranche C Term Loan Commitment or the Tranche C Term Loan of any
Lender, the percentage obtained by DIVIDING (x) the Tranche C Term Loan
Exposure of that Lender by (y) the aggregate Tranche C Term Loan Exposure of
all Lenders, (iv) with respect to all payments, computations and other
matters relating to the Revolving Loan Commitment or the Revolving Loans of
any Lender or any Letters of Credit issued or participations therein
purchased by any Lender or any participations in any Swing Line Loans
purchased by any Lender, the percentage obtained by DIVIDING (x) the
Revolving Loan Exposure of that Lender BY (y) the aggregate Revolving Loan
Exposure of all Lenders, and (v) for all other purposes with respect to each
Lender, the percentage obtained by DIVIDING (x) the sum of the Tranche A Term
Loan Exposure of that Lender PLUS the Tranche B Term Loan Exposure of that
Lender PLUS the Tranche C Term Loan Exposure of that Lender plus the
Revolving Loan Exposure of that Lender BY (y) the sum of the aggregate
Tranche A Term Loan Exposure of all Lenders PLUS the aggregate Tranche B Term
Loan Exposure of all Lenders PLUS the aggregate Tranche C Term Loan Exposure
of all Lenders plus the aggregate Revolving Loan Exposure of all Lenders, in
any such case as the applicable percentage may be adjusted by assignments
permitted pursuant to subsection 10.1. The initial Pro Rata Share of each
Lender for purposes of each of clauses (i), (ii), (iii), (iv) and (v) of the
preceding sentence is set forth opposite the name of that Lender in Schedule
2.1 annexed hereto.

         "RECAPITALIZATION" means, collectively, (i) the Merger, (ii) (a) the
defeasance of the Existing Senior Subordinated Notes in accordance with the
terms of the Existing Senior Subordinated Note Indenture or (b) the repurchase
of the Existing Senior Subordinated Notes and the amendment of the Existing
Senior Subordinated Note Indenture pursuant to the Consent Solicitation, (ii)
the repayment of all amounts outstanding under the Existing Credit Agreement,
(iii) redemption of all of the outstanding Existing Preferred Stock, (iv) the
transactions contemplated by the Stockholder Support Agreements, (v) the
retention of the Retained Shares by the Apollo Funds and other existing
stockholders and the execution and delivery by parties thereto of the Apollo
Stockholders' Agreement, and (vi) the related transactions in respect of
management stock, including the retention by the Management Investors of the
Rollover Management Options, the issuance to the Management Investors of options
for the purchase of Post-Merger Shares and the execution and delivery by parties
thereto of the Management Stockholders' Agreements.

         "RECAPITALIZATION FINANCING REQUIREMENTS" means the aggregate of all
amounts necessary (i) to pay the maximum aggregate cash consideration for the
Pre-Merger Shares (excluding the Retained Shares and the Rollover Management
Options) and cancelled Company Options existing immediately prior to the Merger
of up to $324,300,000, (ii) to repurchase the Existing Senior Subordinated Notes
and to pay tender premiums in connection therewith, plus any accrued and unpaid
interest thereon, or to defease the Existing Senior Subordinated Notes in
accordance with the Existing Senior Subordinated Note Indenture (the aggregate
principal amount of such Existing Senior Subordinated Notes not to exceed
$185,000,000), (iii) to repay


                                      31
<PAGE>

all Indebtedness outstanding under the Existing Credit Agreement, the
principal amount of which shall not exceed $325,800,000, (iii) to redeem all
of the outstanding Existing Preferred Stock for a redemption price not
exceeding $21,600,000 and (iv) to pay Transaction Costs not exceeding
$65,400,000.

         "REFERENCE LENDERS" means BTCo, Citibank, N.A. and Morgan.

         "REFINANCING" has the meaning assigned to such term in subsection
7.1(vi).

         "REFINANCING PREMIUM" has the meaning assigned to such term in
subsection 7.1(vi).

         "REFINANCING SUB DEBT" has the meaning assigned to such term, and
meeting the requirements set forth, in subsection 7.1(vi).

         "REFINANCING SUB DEBT INDENTURE" means the Indenture pursuant to which
any Refinancing Sub Debt is issued, together with any exhibits thereto
(including any guaranties relating thereto), as such indenture may be amended
from time to time to the extent permitted under subsection 7.9.

         "REFUNDED SWING LINE LOANS" has the meaning assigned to that term in
subsection 2.1A(v).

         "REGISTER" has the meaning assigned to that term in subsection 2.1D.

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

         "REIMBURSEMENT DATE" has the meaning assigned to that term in
subsection 3.3B.

         "RELATED AGREEMENTS" means, collectively, the Merger Agreement, the
Tender Offer Materials, the Stockholder Support Agreements, the Apollo
Stockholders' Agreement, the Management Stockholders' Agreements, the Bridge
Note Agreement and the Bridge Notes.

         "REQUEST FOR ISSUANCE OF LETTER OF CREDIT" means a request
substantially in the form of EXHIBIT III annexed hereto delivered by Company to
Administrative Agent pursuant to subsection 3.1B(i) with respect to the proposed
issuance of a Letter of Credit.

         "REQUISITE CLASS LENDERS" means, at any time of determination (i) for
the Class of Lenders having Revolving Loan Exposure, Lenders having or holding
more than 50% of the aggregate Revolving Loan Exposure of all Lenders, (ii) for
the Class of Lenders having Tranche A Term Loan Exposure, Lenders having or
holding more than 50% of the aggregate Tranche A Term Loan Exposure of all
Lenders, and (iii) for the Class of Lenders having Tranche B Term Loan Exposure
and/or Tranche C Term Loan Exposure, Lenders having or holding more than 50% of
the sum of the aggregate Tranche B Term Loan Exposure of all Lenders PLUS the
aggregate Tranche C Term Loan Exposure of all Lenders.


                                      32
<PAGE>

         "REQUISITE LENDERS" means Lenders having or holding more than 50% of
the sum of (i) the aggregate Tranche A Term Loan Exposure of all Lenders PLUS
(ii) the aggregate Tranche B Term Loan Exposure of all Lenders PLUS (iii) the
aggregate Tranche C Term Loan Exposure of all Lenders PLUS (iv) the aggregate
Revolving Loan Exposure of all Lenders.

         "RESPONSIBLE OFFICER" means, with respect to any Person, its chief
executive officer, president, or any vice president, managing director,
treasurer, controller or other officer of such Person having substantially the
same authority and responsibility; PROVIDED that, with respect to compliance
with financial covenants, "RESPONSIBLE OFFICER" means the chief financial
officer, treasurer or controller of Company, or any other officer of Company
having substantially the same authority and responsibility.

         "RESTRICTED ACQUISITION SUBSIDIARY" means (i) a Subsidiary of Company
that is (a) first created or acquired by Company or any of its Subsidiaries
after the Closing Date in connection with an Acquisition and (b) designated as a
"Restricted Acquisition Subsidiary" pursuant to a written notice delivered by
Company to Administrative Agent prior to the consummation of such Acquisition;
PROVIDED that Company may, by written notice to Administrative Agent,
redesignate any Restricted Acquisition Subsidiary as a Subsidiary that is not a
Restricted Acquisition Subsidiary so long as, after giving effect to the
aggregate principal amount of any outstanding Indebtedness of such Restricted
Acquisition Subsidiary that was originally incurred pursuant to subsection
7.1(ix) as if such Indebtedness were being incurred by such Restricted
Acquisition Subsidiary as of the date of such redesignation, no Event of Default
or Potential Event of Default shall have occurred and be continuing or would
result therefrom and (ii) any Subsidiary of a Restricted Acquisition Subsidiary
described in the foregoing clause (i).

         "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of stock
of Company now or hereafter outstanding, except a dividend payable solely in
shares of common stock of Company or payable solely in shares of that class of
stock to the holders of that class, (ii) any redemption, retirement, sinking
fund or similar payment, purchase or other acquisition for value, direct or
indirect, of any shares of any class of stock of Company now or hereafter
outstanding, (iii) any payment made to retire, or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class
of stock of Company now or hereafter outstanding, and (iv) any payment or
prepayment of principal of, or redemption, purchase, retirement, defeasance
(including in-substance or legal defeasance), sinking fund or similar payment
with respect to, any Subordinated Indebtedness.

         "RETAINED SHARES" means the 284,401 shares of Company Common Stock
owned by the Apollo Funds and other existing stockholders prior to the
Recapitalization as identified in Schedule 2.1 to the Merger Agreement.

         "REVOLVING LOAN COMMITMENT" means the commitment of a Lender to make
Revolving Loans to Company pursuant to subsection 2.1A(iv), and "REVOLVING LOAN
COMMITMENTS" means such commitments of all Lenders in the aggregate.


                                       33
<PAGE>

         "REVOLVING LOAN COMMITMENT TERMINATION DATE" means the seventh
anniversary of the Closing Date or such earlier date on which the Revolving Loan
Commitments may be terminated pursuant to subsection 2.4B or Section 8.

         "REVOLVING LOAN EXPOSURE" means, with respect to any Lender as of any
date of determination (i) prior to the termination of the Revolving Loan
Commitments, that Lender's Revolving Loan Commitment and (ii) after the
termination of the Revolving Loan Commitments, the sum, without duplication, of
(a) the aggregate outstanding principal amount of the Revolving Loans of that
Lender PLUS (b) in the event that Lender is an Issuing Lender, the aggregate
Letter of Credit Usage in respect of all Letters of Credit issued by that Lender
(in each case net of any participations purchased by other Lenders in such
Letters of Credit or any unreimbursed drawings thereunder) PLUS (c) the
aggregate amount of all participations purchased by that Lender in any
outstanding Letters of Credit or any unreimbursed drawings under any Letters of
Credit PLUS (d) in the case of Swing Line Lender, the aggregate outstanding
principal amount of all Swing Line Loans (net of any participations therein
purchased by other Lenders) PLUS (e) the aggregate amount of all participations
purchased by that Lender in any outstanding Swing Line Loans, in each case
without duplication.

         "REVOLVING LOANS" means the Loans made by Lenders to Company pursuant
to subsection 2.1A(iv).

         "REVOLVING NOTES" means (i) any promissory notes of Company issued
pursuant to subsection 2.1E to evidence the Revolving Loans of any Lenders and
(ii) any promissory notes issued by Company pursuant to the last sentence of
subsection 10.1B(i) in connection with assignments of the Revolving Loan
Commitments and Revolving Loans of any Lenders, in each case substantially in
the form of EXHIBIT VII annexed hereto, as they may be amended, supplemented or
otherwise modified from time to time.

         "ROLLOVER MANAGEMENT OPTIONS" means Company Options owned by the
Management Investors and other existing stockholders prior to the
Recapitalization as identified in Schedule 2.4 to the Merger Agreement.

         "SEC" means the Securities and Exchange Commission or any successor
thereto.

         "SECURITIES" means any stock, shares, partnership interests, voting
trust certificates, certificates of interest or participation in any
profit-sharing agreement or arrangement, options, warrants, bonds, debentures,
notes, or other evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations in
temporary or interim certificates for the purchase or acquisition of, or any
right to subscribe to, purchase or acquire, any of the foregoing.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and any successor statute.


                                      34
<PAGE>

         "STANDBY LETTER OF CREDIT" means any standby letter of credit or
similar instrument issued for the purpose of supporting (i) Indebtedness of
Company or any of its Subsidiaries in respect of industrial revenue or
development bonds or financings, (ii) workers' compensation liabilities of
Company or any of its Subsidiaries, (iii) the obligations of third party
insurers of Company or any of its Subsidiaries arising by virtue of the laws of
any jurisdiction requiring third party insurers, (iv) obligations with respect
to Capital Leases or operating leases of Company or any of its Subsidiaries, and
(v) other lawful corporate purposes of Company or any of its Subsidiaries.

         "STOCKHOLDER SUPPORT AGREEMENTS" means, collectively, (i) that certain
Stockholder Support Agreement dated as of September 13, 1999 among Newport,
Viewer Holdings and Newco and (ii) that certain Stockholder Support Agreement
dated as of September 13, 1999 among the Apollo Funds, Viewer Holdings and
Newco, in each case in the form delivered to Administrative Agent and Lenders
prior to their execution of this Agreement.

         "SUBORDINATED INDEBTEDNESS" means (i) the Indebtedness of Company
evidenced by the Existing Senior Subordinated Notes, and (ii) the Indebtedness
of Company evidenced by the Bridge Notes and, if and when issued, the Conversion
Notes, and (iii) the Indebtedness of Company evidenced by any Refinancing Sub
Debt.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of
stock or other ownership interests entitled (without regard to the occurrence of
any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof; PROVIDED that, with respect to Company or any of its Subsidiaries, the
term "Subsidiary" shall not include any Unrestricted Subsidiary; and PROVIDED,
FURTHER that Company shall be permitted from time to time to (i) designate any
Unrestricted Subsidiary as a "Subsidiary" of Company hereunder by written notice
to Administrative Agent, so long as (a) no Event of Default or Potential Event
of Default shall have occurred and be continuing or shall be caused thereby and
(b) the provisions of subsection 6.7 shall have been complied with in respect of
such newly-designated Subsidiary, or (ii) designate any Subsidiary of Company
that is formed or acquired after the Closing Date, or any Person that, as a
result of the acquisition after the Closing Date by Company or any of its
Subsidiaries of any equity Securities of such Person, would otherwise be a
Subsidiary of Company hereunder, to be an "Unrestricted Subsidiary" by written
notice to Administrative Agent so long as (1) after giving effect to such
designation as an Investment in such Unrestricted Subsidiary (calculated as an
amount equal to the sum of (X) the net worth of the Subsidiary or other Person
so designated (the "DESIGNATED PERSON") immediately prior to such designation
(such net worth to be calculated, in the case of a Designated Person that is
currently a Subsidiary of Company, without regard to any Obligations of such
Subsidiary under the Subsidiary Guaranty) and (Y) the aggregate principal amount
of any Indebtedness owed by the Designated Person to Company or any of its
Subsidiaries immediately prior to such designation, all calculated, except as
set forth in the parenthetical to clause (X) above, on a consolidated basis in
accordance with GAAP),


                                      35
<PAGE>

Company shall be in compliance with the provisions of subsection 7.3(vi), (2)
no Subsidiary is a Subsidiary of such Unrestricted Subsidiary, (3) on or
promptly after the date of designation of such Person as such Unrestricted
Subsidiary, such Unrestricted Subsidiary shall enter into a tax sharing
agreement with Company that provides (as determined by Company in good faith)
for an appropriate allocation of tax liabilities and benefits, and (4) no
recourse whatsoever (whether by contract or by operation of law or otherwise)
may be had to Company or any of its Subsidiaries or any of their respective
properties or assets for any obligations of such Unrestricted Subsidiary
except to the extent that the aggregate maximum amount of such recourse
constitutes (X) an Investment permitted under subsection 7.3(vi) or (Y) a
Guarantee Obligation permitted under subsection 7.4(ix).

         "SUBSIDIARY GUARANTOR" means any Pledged Subsidiary that executes and
delivers a counterpart of the Subsidiary Guaranty on the Closing Date or from
time to time thereafter pursuant to subsection 6.7.

         "SUBSIDIARY GUARANTY" means the Subsidiary Guaranty executed and
delivered by existing Pledged Subsidiaries on the Closing Date and to be
executed and delivered by additional Pledged Subsidiaries from time to time
thereafter in accordance with subsection 6.7A, substantially in the form of
EXHIBIT XVI annexed hereto, as such Subsidiary Guaranty may thereafter be
amended, supplemented or otherwise modified from time to time.

         "SUPERMAJORITY CLASS B LENDERS" means, at any time of determination,
Lenders having or holding more than 90% of the aggregate Tranche B Term Loan
Exposure of all Lenders.

         "SUPERMAJORITY CLASS C LENDERS" means, at any time of determination,
Lenders having or holding more than 90% of the aggregate Tranche C Term Loan
Exposure of all Lenders.

         "SUPERMAJORITY LENDERS" means, at any time of determination, Lenders
having or holding more than 90% of the sum of (i) the aggregate Tranche A Term
Loan Exposure of all Lenders PLUS (ii) the aggregate Tranche B Term Loan
Exposure of all Lenders PLUS (iii) the aggregate Tranche C Term Loan Exposure of
all Lenders PLUS (iv) the aggregate Revolving Loan Exposure of all Lenders.

         "SWING LINE LENDER" means BTCo, or any Person serving as a successor
Administrative Agent hereunder, in its capacity as Swing Line Lender hereunder.

         "SWING LINE LOAN COMMITMENT" means the commitment of Swing Line Lender
to make Swing Line Loans to Company pursuant to subsection 2.1A(v).

         "SWING LINE LOANS" means the Loans made by Swing Line Lender to Company
pursuant to subsection 2.1A(v).

         "SWING LINE NOTE" means (i) any promissory note of Company issued
pursuant to subsection 2.1E to evidence the Swing Line Loans of Swing Line
Lender and (ii) any


                                      36
<PAGE>

promissory note issued by Company to any successor Administrative Agent and
Swing Line Lender pursuant to the last sentence of subsection 9.5B, in each
case substantially in the form of EXHIBIT VIII annexed hereto, as it may be
amended, supplemented or otherwise modified from time to time.

         "SYNDICATION AGENT" means Salomon Smith Barney Inc., in its capacity as
Syndication Agent.

         "TAX" or "TAXES" means any present or future tax, levy, impost, duty,
charge, fee, deduction or withholding of any nature and whatever called, by
whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or
assessed; PROVIDED that "TAX ON THE OVERALL NET INCOME" of a Person shall be
construed as a reference to a tax imposed by the jurisdiction in which that
Person is organized or in which that Person's principal office (and/or, in the
case of a Lender, its applicable Lending Office) is located or in which that
Person (and/or, in the case of a Lender, its applicable Lending Office) is
deemed to be doing business on all or part of the net income, profits or gains
(whether worldwide, or only insofar as such income, profits or gains are
considered to arise in or to relate to a particular jurisdiction, or otherwise)
of that Person (and/or, in the case of a Lender, its applicable Lending Office).

         "TENDER OFFER" means the offer by Company to repurchase up to 100% of
the outstanding Existing Senior Subordinated Notes pursuant to the Tender Offer
Materials.

         "TENDER OFFER MATERIALS" means the Offer to Purchase and Consent
Solicitation Statement dated October 4, 1999 relating to the Tender Offer and
the accompanying Consent and Letter of Transmittal.

         "TERM LOANS" means, collectively, the Tranche A Term Loans, the Tranche
B Term Loans and the Tranche C Term Loans.

         "THIRD PARTY" means any Person other than Company or any of its
Subsidiaries.

         "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at any date
of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans (other than Revolving Loans made for the purpose of
repaying any Refunded Swing Line Loans or reimbursing the applicable Issuing
Lender for any amount drawn under any Letter of Credit but not yet so applied)
PLUS (ii) the aggregate principal amount of all outstanding Swing Line Loans
PLUS (iii) the Letter of Credit Usage.

         "TRANCHE A TERM LOAN COMMITMENT" means the commitment of a Lender to
make Tranche A Term Loans to Company pursuant to subsection 2.1A(i), and
"Tranche A Term Loan Commitments" means such commitments of all Lenders in the
aggregate.

         "TRANCHE A TERM LOAN COMMITMENT TERMINATION DATE" has the meaning
assigned to such term in the definition of "Tranche A Term Loan Exposure."


                                      37
<PAGE>

         "TRANCHE A TERM LOAN EXPOSURE" means, with respect to any Lender as of
any date of determination (i) prior to the funding of the Tranche A Term Loans,
that Lender's Tranche A Term Loan Commitment, (ii) after the initial funding of
the Tranche A Term Loans but before December 15, 1999 or (if earlier) the date
on which the Delayed-Draw Term Loans are made (the "TRANCHE A TERM LOAN
COMMITMENT TERMINATION DATE"), the outstanding principal amount of the Tranche A
Term Loans of that Lender PLUS that portion of the Tranche A Term Loan
Commitment of that Lender that equals that Lender's Pro Rata Share of the
Delayed-Draw Term Loans requested by Company pursuant to the proviso to the
definition thereof, and (iii) after the Tranche A Term Loan Commitment
Termination Date, the outstanding principal amount of the Tranche A Term Loans
of that Lender. "TRANCHE A TERM LOANS" means the Loans made by Lenders to
Company pursuant to subsection 2.1A(i).

         "TRANCHE A TERM NOTES" means any promissory notes of Company issued
pursuant to subsection 2.1E to evidence the Tranche A Term Loans of any Lenders,
substantially in the form of EXHIBIT IV annexed hereto, as any such note may be
amended, supplemented or otherwise modified from time to time.

         "TRANCHE B TERM LOAN COMMITMENT" means the commitment of a Lender to
make a Tranche B Term Loan to Company pursuant to subsection 2.1A(ii), and
"TRANCHE B TERM LOAN COMMITMENTS" means such commitments of all Lenders in the
aggregate.

         "TRANCHE B TERM LOAN EXPOSURE" means, with respect to any Lender as of
any date of determination (i) prior to the funding of the Tranche B Term Loans,
that Lender's Tranche B Term Loan Commitment and (ii) after the funding of the
Tranche B Term Loans, the outstanding principal amount of the Tranche B Term
Loan of that Lender.

         "TRANCHE B TERM LOANS" means the Loans made by Lenders to Company
pursuant to subsection 2.1A(ii).

         "TRANCHE B TERM NOTES" means any promissory notes of Company issued
pursuant to subsection 2.1E to evidence the Tranche B Term Loans of any Lenders,
substantially in the form of EXHIBIT V annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.

         "TRANCHE C TERM LOAN COMMITMENT" means the commitment of a Lender to
make a Tranche C Term Loan to Company pursuant to subsection 2.1A(iii), and
"TRANCHE C TERM LOAN COMMITMENTS" means such commitments of all Lenders in the
aggregate.

         "TRANCHE C TERM LOAN EXPOSURE" means, with respect to any Lender as of
any date of determination (i) prior to the funding of the Tranche C Term Loans,
that Lender's Tranche C Term Loan Commitment and (ii) after the funding of the
Tranche C Term Loans, the outstanding principal amount of the Tranche C Term
Loan of that Lender.

         "TRANCHE C TERM LOANS" means the Loans made by Lenders to Company
pursuant to subsection 2.1A(iii).


                                      38
<PAGE>

         "TRANCHE C TERM NOTES" means any promissory notes of Company issued
pursuant to subsection 2.1E to evidence the Tranche C Term Loans of any Lenders,
substantially in the form of EXHIBIT VI annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.

         "TRANSACTION COSTS" means the fees, costs and expenses payable by
Company in connection with the transactions contemplated by the Loan Documents
and the Related Agreements on or before the Closing Date.

         "TYPE" means, as applied to any Loan, whether such Loan is a Tranche A
Term Loan, a Tranche B Term Loan, a Tranche C Term Loan, a Revolving Loan or a
Swing Line Loan.

         "UCC" means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.

         "UNFUNDED PENSION LIABILITY" means, with respect to any Pension Plan,
the amount of unfunded benefit liabilities of such Pension Plan as defined in
Section 4001(a)(18) of ERISA.

         "UNREINVESTED ASSET SALE PROCEEDS" means that portion, if any, of any
Net Asset Sale Proceeds that shall not have been reinvested by Company and its
Subsidiaries in the business of Company and its Subsidiaries within one year
after the receipt by Company or any of its Subsidiaries of such Net Asset Sale
Proceeds.

         "UNRESTRICTED SUBSIDIARY" means any corporate Subsidiary of Company
(determined without giving effect to the provisos set forth in the definition of
"Subsidiary") that is formed or acquired after the Closing Date and that is
designated by Company as an "Unrestricted Subsidiary" as provided in the
definition of "Subsidiary".

         "VIEWER HOLDINGS" means Viewer Holdings LLC, a Delaware limited
liability company and a Subsidiary of the KKR Fund.

         "VOTING STOCK" means, with respect to any Person, Securities of such
Person having ordinary voting power (without regard to the occurrence of any
contingency) to vote in the election of directors of such Person.

         "YEAR 2000 COMPLIANT" means that all Information Systems and Equipment
accurately process date data (including, but not limited to, calculating,
comparing and sequencing), before, during and after the year 2000, as well as
same and multi-century dates, or between the years 1999 and 2000, taking into
account all leap years, including the fact that the year 2000 is a leap year,
and further, that when used in combination with, or interfacing with, other
Information Systems and Equipment, shall accurately accept, release and exchange
date data, and shall in all material respects continue to function in the same
manner as it performs today and shall not otherwise impair the accuracy or
functionality of Information Systems and Equipment.


                                      39
<PAGE>

1.2      ACCOUNTING TERMS; UTILIZATION OF GAAP FOR PURPOSES OF CALCULATIONS
         UNDER AGREEMENT.

         Except as otherwise expressly provided in this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with GAAP. All computations made for purposes of
determining any Applicable Leverage Ratio or any amount of Consolidated Excess
Cash Flow or for purposes of determining compliance with any of the provisions
of Section 7, including any related computations of amounts represented by terms
defined in subsection 1.1, shall utilize accounting principles and policies in
effect at the time of preparation of, and consistent with those used to prepare,
the historical financial statements of Company and its Subsidiaries described in
subsection 5.3. Financial statements and other information required to be
delivered by Company to Lenders pursuant to clauses (i), (ii) and (ix) of
subsection 6.1 shall be prepared in accordance with GAAP as in effect at the
time of such preparation; PROVIDED that if any of the computations described in
the immediately preceding sentence shall at any time utilize accounting
principles and policies different from those utilized in preparing the financial
statements referred to in this sentence, such financial statements shall be
delivered together with reconciliation worksheets showing in reasonable detail
the differences that would result in such computations if the accounting
principles and policies utilized in preparing such financial statements were
utilized in making such computations.

1.3      OTHER DEFINITIONAL PROVISIONS AND RULES OF CONSTRUCTION.

                  A.       Any of the terms defined herein may, unless the
context otherwise requires, be used in the singular or the plural, depending on
the reference.

                  B.       References to "Sections" and "subsections" shall be
to Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided.

                  C.       The use in any of the Loan Documents of the word
"include" or "including", when following any general statement, term or matter,
shall not be construed to limit such statement, term or matter to the specific
items or matters set forth immediately following such word or to similar items
or matters, whether or not nonlimiting language (such as "without limitation" or
"but not limited to" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.

SECTION 2. AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1      COMMITMENTS; MAKING OF LOANS; THE REGISTER; NOTES.

                  A.       COMMITMENTS. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of
Company herein set forth, each Lender hereby severally agrees to make the Loans
described in subsections 2.1A(i), 2.1A(ii), 2.1A(iii) and 2.1A(iv), and Swing
Line Lender hereby agrees to make the Loans described in subsection 2.1A(v).


                                      40
<PAGE>

                  (i)      TRANCHE A TERM LOANS. Each Lender severally agrees
                  (a) to lend to Company on the Closing Date (in the case of
                  Tranche A Term Loans other than Delayed-Draw Term Loans) and
                  (b) to lend to Company on or prior to December 15, 1999 (in
                  the case of Delayed-Draw Term Loans) an aggregate amount not
                  exceeding its Pro Rata Share of the aggregate amount of the
                  Tranche A Term Loan Commitments to be used for the purposes
                  identified in subsection 2.5A. The original amount of each
                  Lender's Tranche A Term Loan Commitment is set forth opposite
                  its name on SCHEDULE 2.1 annexed hereto and the aggregate
                  amount of the Tranche A Term Loan Commitments is $131,000,000.
                  Each Lender's Tranche A Term Loan Commitment shall expire
                  immediately and without further action on November 30, 1999 if
                  the initial Tranche A Term Loans are not made on or before
                  that date, and each Lender's Tranche A Term Loan Commitment in
                  respect of the Delayed-Draw Term Loans shall expire
                  immediately and without further action on December 15, 1999 in
                  the event the Delayed-Draw Term Loans are not made on or
                  before that date. Company may make only two borrowings under
                  the Tranche A Term Loan Commitments. Amounts borrowed under
                  this subsection 2.1A(i) and subsequently repaid or prepaid may
                  not be reborrowed.

                  (ii)     TRANCHE B TERM LOANS. Each Lender severally agrees to
                  lend to Company on the Closing Date an amount not exceeding
                  its Pro Rata Share of the aggregate amount of the Tranche B
                  Term Loan Commitments to be used for the purposes identified
                  in subsection 2.5A. The original amount of each Lender's
                  Tranche B Term Loan Commitment is set forth opposite its name
                  on SCHEDULE 2.1 annexed hereto and the aggregate amount of the
                  Tranche B Term Loan Commitments is $150,000,000. Each Lender's
                  Tranche B Term Loan Commitment shall expire immediately and
                  without further action on November 30, 1999 if the Tranche B
                  Term Loans are not made on or before that date. Company may
                  make only one borrowing under the Tranche B Term Loan
                  Commitments. Amounts borrowed under this subsection 2.1A(ii)
                  and subsequently repaid or prepaid may not be reborrowed.

                  (iii)    TRANCHE C TERM LOANS. Each Lender severally agrees to
                  lend to Company on the Closing Date an amount not exceeding
                  its Pro Rata Share of the aggregate amount of the Tranche C
                  Term Loan Commitments to be used for the purposes identified
                  in subsection 2.5A. The original amount of each Lender's
                  Tranche C Term Loan Commitment is set forth opposite its name
                  on SCHEDULE 2.1 annexed hereto and the aggregate amount of the
                  Tranche C Term Loan Commitments is $185,000,000. Each Lender's
                  Tranche C Term Loan Commitment shall expire immediately and
                  without further action on November 30, 1999 if the Tranche C
                  Term Loans are not made on or before that date. Company may
                  make only one borrowing under the Tranche C Term Loan
                  Commitments. Amounts borrowed under this subsection 2.1A(iii)
                  and subsequently repaid or prepaid may not be reborrowed.

                  (iv)     REVOLVING LOANS. Each Lender severally agrees,
                  subject to the limitations set forth below with respect to the
                  maximum amount of Revolving Loans


                                      41
<PAGE>

                  permitted to be outstanding from time to time, to lend to
                  Company from time to time during the period from the
                  Closing Date to but excluding the Revolving Loan Commitment
                  Termination Date an aggregate amount not exceeding its Pro
                  Rata Share of the aggregate amount of the Revolving Loan
                  Commitments to be used for the purposes identified in
                  subsection 2.5B. The original amount of each Lender's
                  Revolving Loan Commitment is set forth opposite its name on
                  SCHEDULE 2.1 annexed hereto and the aggregate original
                  amount of the Revolving Loan Commitments is $150,000,000;
                  PROVIDED that the Revolving Loan Commitments of Lenders
                  shall be adjusted to give effect to any assignments of the
                  Revolving Loan Commitments pursuant to subsection 10.1B;
                  and PROVIDED, FURTHER that the amount of the Revolving Loan
                  Commitments shall be reduced from time to time by the
                  amount of any reductions thereto made pursuant to
                  subsection 2.4B(ii). Each Lender's Revolving Loan
                  Commitment shall expire on the Revolving Loan Commitment
                  Termination Date and all Revolving Loans and all other
                  amounts owed hereunder with respect to the Revolving Loans
                  and the Revolving Loan Commitments shall be paid in full no
                  later than that date; PROVIDED that each Lender's Revolving
                  Loan Commitment shall expire immediately and without
                  further action on November 30, 1999 if the initial Term
                  Loans are not made on or before that date. Amounts borrowed
                  under this subsection 2.1A(iv) may be repaid and reborrowed
                  to but excluding the Revolving Loan Commitment Termination
                  Date.

                  Anything contained in this Agreement to the contrary
                  notwithstanding, the Revolving Loans and the Revolving Loan
                  Commitments shall be subject to the limitation that in no
                  event shall the Total Utilization of Revolving Loan
                  Commitments at any time exceed the Revolving Loan Commitments
                  then in effect.

                  (v)      SWING LINE LOANS. Swing Line Lender hereby agrees,
                  subject to the limitations set forth below with respect to the
                  maximum amount of Swing Line Loans permitted to be outstanding
                  from time to time, to make a portion of the Revolving Loan
                  Commitments available to Company from time to time during the
                  period from the Closing Date to but excluding the Revolving
                  Loan Commitment Termination Date by making Swing Line Loans to
                  Company in an aggregate amount not exceeding the amount of the
                  Swing Line Loan Commitment to be used for the purposes
                  identified in subsection 2.5B, notwithstanding the fact that
                  such Swing Line Loans, when aggregated with Swing Line
                  Lender's outstanding Revolving Loans and Swing Line Lender's
                  Pro Rata Share of the Letter of Credit Usage then in effect,
                  may exceed Swing Line Lender's Revolving Loan Commitment. The
                  original amount of the Swing Line Loan Commitment is
                  $10,000,000; PROVIDED that any reduction of the Revolving Loan
                  Commitments made pursuant to subsection 2.4B(ii) which reduces
                  the aggregate Revolving Loan Commitments to an amount less
                  than the then current amount of the Swing Line Loan Commitment
                  shall result in an automatic corresponding reduction of the
                  Swing Line Loan Commitment to the amount of the Revolving Loan


                                      42
<PAGE>

                  Commitments, as so reduced, without any further action on the
                  part of Company, Administrative Agent or Swing Line Lender.
                  The Swing Line Loan Commitment shall expire on the Revolving
                  Loan Commitment Termination Date and all Swing Line Loans and
                  all other amounts owed hereunder with respect to the Swing
                  Line Loans shall be paid in full no later than that date;
                  PROVIDED that the Swing Line Loan Commitment shall expire
                  immediately and without further action on November 30, 1999 if
                  the initial Term Loans are not made on or before that date.
                  Amounts borrowed under this subsection 2.1A(v) may be repaid
                  and reborrowed to but excluding the Revolving Loan Commitment
                  Termination Date.

                  Anything contained in this Agreement to the contrary
                  notwithstanding, the Swing Line Loans and the Swing Line Loan
                  Commitment shall be subject to the limitation that in no event
                  shall the Total Utilization of Revolving Loan Commitments at
                  any time exceed the Revolving Loan Commitments then in effect.

                  With respect to any Swing Line Loans which have not been
                  voluntarily prepaid by Company pursuant to subsection 2.4B(i),
                  Swing Line Lender may, at any time in its sole and absolute
                  discretion, deliver to Administrative Agent (with a copy to
                  Company), no later than 11:00 A.M. (New York City time) on the
                  first Business Day in advance of the proposed Funding Date, a
                  notice (which shall be deemed to be a Notice of Borrowing
                  given by Company) requesting Lenders to make Revolving Loans
                  that are Base Rate Loans on such Funding Date in an amount
                  equal to the amount of such Swing Line Loans (the "REFUNDED
                  SWING LINE LOANS") outstanding on the date such notice is
                  given which Swing Line Lender requests Lenders to prepay.
                  Anything contained in this Agreement to the contrary
                  notwithstanding, (i) the proceeds of such Revolving Loans made
                  by Lenders other than Swing Line Lender shall be immediately
                  delivered by Administrative Agent to Swing Line Lender (and
                  not to Company) and applied to repay a corresponding portion
                  of the Refunded Swing Line Loans and (ii) on the day such
                  Revolving Loans are made, Swing Line Lender's Pro Rata Share
                  of the Refunded Swing Line Loans shall be deemed to be paid
                  with the proceeds of a Revolving Loan made by Swing Line
                  Lender, and such portion of the Swing Line Loans deemed to be
                  so paid shall no longer be outstanding as Swing Line Loans and
                  shall no longer be due under the Swing Line Note, if any, of
                  Swing Line Lender but shall instead constitute part of Swing
                  Line Lender's outstanding Revolving Loans and shall be due
                  under the Revolving Note, if any, of Swing Line Lender. If any
                  portion of any such amount paid (or deemed to be paid) to
                  Swing Line Lender should be recovered by or on behalf of
                  Company from Swing Line Lender in bankruptcy, by assignment
                  for the benefit of creditors or otherwise, the loss of the
                  amount so recovered shall be ratably shared among all Lenders
                  in the manner contemplated by subsection 10.5.

                  If for any reason the Revolving Loan Commitments are
                  terminated at a time when any Swing Line Loans are
                  outstanding, each Lender shall be deemed to, and hereby agrees
                  to, have purchased a participation in such outstanding Swing
                  Line


                                      43
<PAGE>

                  Loans in an amount equal to its Pro Rata Share (calculated
                  immediately prior to such termination of the Revolving Loan
                  Commitments) of the unpaid amount of such Swing Line Loans
                  together with accrued interest thereon. Upon one Business
                  Day's notice from Swing Line Lender, each Lender shall
                  deliver to Swing Line Lender an amount equal to its
                  respective participation in same day funds at the Funding
                  and Payment Office. In order to further evidence such
                  participation (and without prejudice to the effectiveness
                  of the participation provisions set forth above), each
                  Lender agrees to enter into a separate participation
                  agreement at the request of Swing Line Lender in form and
                  substance reasonably satisfactory to such Lender and Swing
                  Line Lender. In the event any Lender fails to make
                  available to Swing Line Lender the amount of such Lender's
                  participation as provided in this paragraph, Swing Line
                  Lender shall be entitled to recover such amount on demand
                  from such Lender together with interest thereon at the
                  Federal Funds Effective Rate for three Business Days and
                  thereafter at the Base Rate. In the event Swing Line Lender
                  receives a payment of any amount in which other Lenders
                  have purchased participations as provided in this
                  paragraph, Swing Line Lender shall promptly distribute to
                  each such other Lender its Pro Rata Share of such payment.

                  Anything contained herein to the contrary notwithstanding,
                  each Lender's obligation to make Revolving Loans for the
                  purpose of repaying any Refunded Swing Line Loans pursuant to
                  the second preceding paragraph and each Lender's obligation to
                  purchase a participation in any unpaid Swing Line Loans
                  pursuant to the immediately preceding paragraph 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 Lender may have
                  against Swing Line Lender, Company or any other Person for any
                  reason whatsoever; (b) the occurrence or continuation of an
                  Event of Default or a Potential Event of Default; (c) any
                  adverse change in the business, operations, properties,
                  assets, condition (financial or otherwise) or prospects of
                  Company or any of its Subsidiaries; (d) any breach of this
                  Agreement or any other Loan Document by any party thereto; or
                  (e) any other circumstance, happening or event whatsoever,
                  whether or not similar to any of the foregoing; PROVIDED that
                  such obligations of each Lender are subject to the condition
                  that (X) Swing Line Lender believed in good faith that all
                  conditions under Section 4 to the making of the applicable
                  Refunded Swing Line Loans or other unpaid Swing Line Loans, as
                  the case may be, were satisfied at the time such Refunded
                  Swing Line Loans or unpaid Swing Line Loans were made or (Y)
                  the satisfaction of any such condition not satisfied had been
                  waived in accordance with subsection 10.6 prior to or at the
                  time such Refunded Swing Line Loans or other unpaid Swing Line
                  Loans were made.

                  B.       BORROWING MECHANICS. Tranche A Term Loans, Tranche B
Term Loans or Tranche C Term Loans made on any Funding Date as Base Rate Loans
or as LIBOR Loans with a particular Interest Period shall be in an aggregate
minimum amount of $5,000,000 and integral multiples of $500,000 in excess of
that amount. Revolving Loans (other than Revolving


                                      44
<PAGE>

Loans made pursuant to a request by Swing Line Lender pursuant to subsection
2.1A(v) for the purpose of repaying any Refunded Swing Line Loans or
Revolving Loans made pursuant to subsection 3.3B for the purpose of
reimbursing any Issuing Lender for the amount of a drawing under a Letter of
Credit issued by it) made on any Funding Date shall be in an aggregate
minimum amount of $1,000,000 and integral multiples of $100,000 in excess of
that amount. Swing Line Loans made on any Funding Date shall be in an
aggregate minimum amount of $500,000 and integral multiples of $100,000 in
excess of that amount. Whenever Company desires that Lenders make Term Loans
or Revolving Loans to Company it shall deliver to Administrative Agent a
Notice of Borrowing no later than 11:00 A.M. (New York City time) at least
three Business Days in advance of the proposed Funding Date (in the case of a
LIBOR Loan) or at least one Business Day in advance of the proposed Funding
Date (in the case of a Base Rate Loan). Whenever Company desires that Swing
Line Lender make a Swing Line Loan, it shall deliver to Administrative Agent
a Notice of Borrowing no later than 1:00 P.M. (New York City time) on the
proposed Funding Date. The Notice of Borrowing shall specify (i) the proposed
Funding Date (which shall be a Business Day), (ii) the amount and type of
Loans requested, (iii) in the case of Swing Line Loans and any Loans made on
the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case
of Delayed-Draw Term Loans and Revolving Loans not made on the Closing Date,
whether such Loans shall be Base Rate Loans or LIBOR Loans, and (v) in the
case of any Loans requested to be made as LIBOR Loans, the initial Interest
Period requested therefor. Term Loans and Revolving Loans may be continued as
or converted into Base Rate Loans and LIBOR Loans in the manner provided in
subsection 2.2D. In lieu of delivering the above-described Notice of
Borrowing, Company may give Administrative Agent telephonic notice by the
required time of any proposed borrowing under this subsection 2.1B; PROVIDED
that such notice shall be promptly confirmed in writing by delivery of a
Notice of Borrowing to Administrative Agent on or before the applicable
Funding Date.

         Neither Administrative Agent nor any Lender shall incur any liability
to Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to borrow on behalf of Company or
for otherwise acting in good faith under this subsection 2.1B, and upon funding
of Loans by Lenders in accordance with this Agreement pursuant to any such
telephonic notice Company shall have effected Loans hereunder.

         Company shall notify Administrative Agent prior to the funding of any
Loans in the event that any of the matters to which Company is required to
certify in the applicable Notice of Borrowing is no longer true and correct as
of the applicable Funding Date, and the acceptance by Company of the proceeds of
any Loans shall constitute a re-certification by Company, as of the applicable
Funding Date, as to matters to which Company is required to certify in the
applicable Notice of Borrowing.

                  C.       DISBURSEMENT OF FUNDS. All Term Loans and Revolving
Loans under this Agreement shall be made by Lenders simultaneously and
proportionately to their respective Pro Rata Shares, it being understood that no
Lender shall be responsible for any default by any other Lender in that other
Lender's obligation to make a Loan requested hereunder nor shall the Commitment
of any Lender to make the particular Type of Loan requested be increased or


                                      45
<PAGE>

decreased as a result of a default by any other Lender in that other Lender's
obligation to make a Loan requested hereunder. Promptly after receipt by
Administrative Agent of a Notice of Borrowing pursuant to subsection 2.1B (or
telephonic notice in lieu thereof), Administrative Agent shall notify each
Lender or Swing Line Lender, as the case may be, of the proposed borrowing. Each
Lender shall make the amount of its Loan available to Administrative Agent in
Dollars not later than 1:00 P.M. (New York City time) on the applicable Funding
Date, and Swing Line Lender shall make the amount of its Swing Line Loan
available to Administrative Agent not later than 2:00 P.M.(New York City time)
on the applicable Funding Date, in each case in same day funds in Dollars, at
the Funding and Payment Office for such Loans. Except as provided in subsection
2.1A(v) or subsection 3.3B with respect to Revolving Loans used to repay
Refunded Swing Line Loans or to reimburse any Issuing Lender for the amount of a
drawing under a Letter of Credit issued by it, upon satisfaction or waiver of
the conditions precedent specified in subsections 4.1 (in the case of Loans made
on the Closing Date) and 4.2 (in the case of all Loans), Administrative Agent
shall make the proceeds of such Loans available to Company on the applicable
Funding Date by causing an amount of same day funds in Dollars equal to the
proceeds of all such Loans received by Administrative Agent from Lenders or
Swing Line Lender, as the case may be, to be credited to the account of Company
at the Funding and Payment Office for such Loans.

         Unless Administrative Agent shall have been notified by any Lender
prior to the Funding Date for any Loans that such Lender does not intend to make
available to Administrative Agent the amount of such Lender's Loan requested on
such Funding Date, Administrative Agent may assume that such Lender has made
such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Company a corresponding amount in Dollars on such Funding
Date. If such corresponding amount is not in fact made available to
Administrative Agent by such Lender, Administrative Agent shall be entitled to
recover such corresponding amount on demand from such Lender together with
interest thereon, for each day from such Funding Date until the date such amount
is paid to Administrative Agent in Dollars, at the Federal Funds Effective Rate
for three Business Days and thereafter at the Base Rate. If such Lender does not
pay such corresponding amount forthwith upon Administrative Agent's demand
therefor, Administrative Agent shall promptly notify Company, and Company shall
immediately pay such corresponding amount to Administrative Agent together with
interest thereon, all in Dollars, for each day from such Funding Date until the
date such amount is paid to Administrative Agent, at the rate payable under this
Agreement for Base Rate Loans. Nothing in this subsection 2.1C shall be deemed
to relieve any Lender from its obligation to fulfill its Commitments hereunder
or to prejudice any rights that Company may have against any Lender as a result
of any default by such Lender hereunder.

                  D.       THE REGISTER.

                  (i)      Administrative Agent shall maintain, at its address
                  referred to in subsection 10.7, a register for the recordation
                  of the names and addresses of Lenders and the Commitments and
                  Loans (whether or not separately evidenced by one or more
                  Notes) of each Lender from time to time (the "REGISTER"). The


                                      46
<PAGE>

                  Register shall be available for inspection by Company or any
                  Lender at any reasonable time and from time to time upon
                  reasonable prior notice.

                  (ii)     Administrative Agent shall record in the Register the
                  Tranche A Term Loan Commitment, Tranche B Term Loan
                  Commitment, Tranche C Term Loan Commitment and Revolving Loan
                  Commitment and the Tranche A Term Loans, Tranche B Term Loan,
                  Tranche C Term Loan and Revolving Loans from time to time of
                  each Lender, the Swing Line Loan Commitment and the Swing Line
                  Loans from time to time of Swing Line Lender, and each
                  repayment or prepayment in respect of the principal amount of
                  the Tranche A Term Loans, Tranche B Term Loan, Tranche C Term
                  Loan or Revolving Loans of each Lender or the Swing Line Loans
                  of Swing Line Lender. Any such recordation shall be conclusive
                  and binding on Company and each Lender, absent clearly
                  demonstrable error; PROVIDED that failure to make any such
                  recordation, or any error in such recordation, shall not
                  affect any Lender's Commitments or Company's Obligations in
                  respect of any applicable Loans.

                  (iii)    Each Lender shall record on its internal records
                  (including any Notes held by such Lender) the amount of the
                  Tranche B Term Loan and the Tranche C Term Loan and each
                  Tranche A Term Loan and Revolving Loan made by it and each
                  payment in respect thereof. Any such recordation shall be
                  conclusive and binding on Company, absent clearly demonstrable
                  error; PROVIDED that failure to make any such recordation, or
                  any error in such recordation, shall not affect any Lender's
                  Commitments or Company's Obligations in respect of any
                  applicable Loans; and PROVIDED, FURTHER that in the event of
                  any inconsistency between the Register and any Lender's
                  records, the recordations in the Register shall govern.

                  (iv)     Company, Administrative Agent and Lenders shall deem
                  and treat the Persons listed as Lenders in the Register as the
                  holders and owners of the corresponding Commitments and Loans
                  listed therein for all purposes hereof, and no assignment or
                  transfer of any such Commitment or Loan shall be effective, in
                  each case unless and until an Assignment Agreement effecting
                  the assignment or transfer thereof shall have been accepted by
                  Administrative Agent and recorded in the Register as provided
                  in subsection 10.1B(ii). Prior to such recordation, all
                  amounts owed with respect to the applicable Commitment or Loan
                  shall be owed to the Lender listed in the Register as the
                  owner thereof, and any request, authority or consent of any
                  Person who, at the time of making such request or giving such
                  authority or consent, is listed in the Register as a Lender
                  shall be conclusive and binding on any subsequent holder,
                  assignee or transferee of the corresponding Commitments or
                  Loans.

                  (v)      Company hereby designates BTCo to serve as its agent
                  solely for purposes of maintaining the Register as provided in
                  this subsection 2.1D, and Company hereby agrees that, to the
                  extent BTCo serves in such capacity, BTCo and its officers,
                  directors, employees, agents and affiliates shall constitute
                  Indemnitees for all purposes under subsection 10.3.


                                      47
<PAGE>

                  E.       OPTIONAL NOTES. Upon the request of any Lender made
through Administrative Agent at least two Business Days prior to the Closing
Date or at any time after the Closing Date (solely to facilitate the pledge or
assignment of such Lender's applicable Loans pursuant to subsection 10.1D),
Company shall execute and deliver to such Lender (and/or, if applicable and if
so specified in such notice, to any Person who is an assignee of such Lender
pursuant to subsection 10.1) on the Closing Date (or, if such notice is
delivered after the Closing Date, promptly after Company's receipt of such
notice) a promissory note or promissory notes to evidence such Lender's Tranche
A Term Loans, Tranche B Term Loan, Tranche C Term Loan, Revolving Loans or Swing
Line Loans, as the case may be, substantially in the form of EXHIBIT IV, EXHIBIT
V, EXHIBIT VI, EXHIBIT VII or EXHIBIT VIII annexed hereto, respectively, with
appropriate insertions.

2.2 INTEREST ON THE LOANS.

                  A.       RATE OF INTEREST. Subject to the provisions of
subsections 2.6 and 2.7, each Term Loan and each Revolving Loan shall bear
interest on the unpaid principal amount thereof from the date made to maturity
(whether by acceleration or otherwise) at a rate determined by reference to the
Base Rate or LIBOR. Subject to the provisions of subsection 2.7, each Swing Line
Loan shall bear interest on the unpaid principal amount thereof from the date
made through maturity (whether by acceleration or otherwise) at a rate
determined by reference to the Base Rate. The applicable basis for determining
the rate of interest with respect to any Term Loan or any Revolving Loan shall
be selected by Company initially at the time a Notice of Borrowing is given with
respect to such Loan pursuant to subsection 2.1B, and the basis for determining
the interest rate with respect to any Term Loan or any Revolving Loan may be
changed from time to time pursuant to subsection 2.2D. Subject to the last
proviso to the first paragraph of subsection 2.2D, if on any day a Term Loan or
Revolving Loan is outstanding with respect to which notice has not been
delivered to Administrative Agent in accordance with the terms of this Agreement
specifying the applicable basis for determining the rate of interest, then for
that day that Loan shall bear interest determined by reference to the Base Rate.

                  (i)      Subject to the provisions of subsections 2.2E and
                  2.7, the Tranche A Term Loans and the Revolving Loans shall
                  bear interest through maturity as follows:

                           (a)      if a Base Rate Loan, then at the sum of the
                  Base Rate PLUS the Applicable Tranche A Base Rate Margin; or

                           (b)      if a LIBOR Loan, then at the sum of LIBOR
                  PLUS the Applicable Tranche A LIBOR Margin.

                  (ii)     Subject to the provisions of subsections 2.2E and
                  2.7, the Tranche B Term Loans shall bear interest through
                  maturity as follows:

                           (a)      if a Base Rate Loan, then at the sum of the
                  Base Rate PLUS the Applicable Tranche B Base Rate Margin; or


                                      48
<PAGE>

                           (b)      if a LIBOR Loan, then at the sum of LIBOR
                  PLUS the Applicable Tranche B LIBOR Margin.

                  (iii)    Subject to the provisions of subsections 2.2E and
                  2.7, the Tranche C Term Loans shall bear interest through
                  maturity as follows:

                           (a)      if a Base Rate Loan, then at the sum of the
                  Base Rate PLUS the Applicable Tranche C Base Rate Margin; or

                           (b)      if a LIBOR Loan, then at the sum of LIBOR
                  PLUS the Applicable Tranche C LIBOR Margin.

                  (iv)     Subject to the provisions of subsections 2.2E and
                  2.7, the Swing Line Loans shall bear interest through maturity
                  at the sum of the Base Rate plus the Applicable Tranche A Base
                  Rate Margin MINUS the Applicable Commitment Fee Percentage.

                  B.       INTEREST PERIODS. In connection with each LIBOR Loan,
Company may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
"INTEREST PERIOD") to be applicable to such Loan, which Interest Period shall
be, at Company's option, either a one, two, three or six month period or, with
respect to the Tranche A Term Loans and the Revolving Loans only, if deposits in
the interbank Eurodollar market are generally available for such period to all
Lenders making the applicable Loans (as determined by such Lenders in good faith
based on prevailing market conditions), a nine or twelve month period; PROVIDED
that:

                  (i)      the initial Interest Period for any LIBOR Loan shall
                  commence on the Funding Date in respect of such Loan, in the
                  case of a Loan initially made as a LIBOR Loan, or on the date
                  specified in the applicable Notice of Conversion/Continuation,
                  in the case of a Loan converted to a LIBOR Loan;

                  (ii)     in the case of immediately successive Interest
                  Periods applicable to a LIBOR Loan continued as such pursuant
                  to a Notice of Conversion/Continuation, each successive
                  Interest Period shall commence on the day on which the next
                  preceding Interest Period expires;

                  (iii)    if an Interest Period would otherwise expire on a day
                  that is not a Business Day, such Interest Period shall expire
                  on the next succeeding Business Day; PROVIDED that, if any
                  Interest Period would otherwise expire on a day that is not a
                  Business Day but is a day of the month after which no further
                  Business Day occurs in such month, such Interest Period shall
                  expire on the next preceding Business Day;

                  (iv)     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


                                      49
<PAGE>

                  calendar month at the end of such Interest Period) shall,
                  subject to clauses (v) and (vi) of this subsection 2.2B, end
                  on the last Business Day of a calendar month;

                  (v)      no Interest Period with respect to any portion of the
                  Tranche A Term Loans shall extend beyond the seventh
                  anniversary of the Closing Date, no Interest Period with
                  respect to any portion of the Tranche B Term Loans shall
                  extend beyond the eighth anniversary of the Closing Date, no
                  Interest Period with respect to any portion of the Tranche C
                  Term Loans shall extend beyond the ninth anniversary of the
                  Closing Date, and no Interest Period with respect to any
                  portion of the Revolving Loans shall extend beyond the
                  Revolving Loan Commitment Termination Date;

                  (vi)     no Interest Period with respect to any portion of the
                  Tranche A Term Loans, Tranche B Term Loans or Tranche C Term
                  Loans shall extend beyond a date on which Company is required
                  to make a scheduled payment of principal of the Tranche A Term
                  Loans, Tranche B Term Loans or Tranche C Term Loans, as the
                  case may be, unless the sum of (a) the aggregate principal
                  amount of Tranche A Term Loans, Tranche B Term Loans or
                  Tranche C Term Loans, as the case may be, that are Base Rate
                  Loans PLUS (b) the aggregate principal amount of Tranche A
                  Term Loans, Tranche B Term Loans or Tranche C Term Loans, as
                  the case may be, that are LIBOR Loans with Interest Periods
                  expiring on or before such date equals or exceeds the
                  principal amount required to be paid on the Tranche A Term
                  Loans, Tranche B Term Loans or Tranche C Term Loans, as the
                  case may be, on such date;

                  (vii)    there shall be no more than 20 Interest Periods
                  outstanding at any time; and

                  (viii)   in the event Company fails to specify an Interest
                  Period for any LIBOR Loan in the applicable Notice of
                  Borrowing or Notice of Conversion/Continuation, Company shall
                  be deemed to have selected an Interest Period of one month.

                  C.       INTEREST PAYMENTS. Subject to the provisions of
subsection 2.2E, interest on each Loan shall be payable in arrears on and to
each Interest Payment Date applicable to that Loan, upon any prepayment of that
Loan (to the extent accrued on the amount being prepaid) and at maturity
(including final maturity); PROVIDED that in the event any Swing Line Loans or
any Revolving Loans that are Base Rate Loans are prepaid pursuant to subsection
2.4B, interest accrued on such Swing Line Loans or Revolving Loans through the
date of such prepayment shall be payable on the next succeeding Interest Payment
Date applicable to Base Rate Loans (or, if earlier, at final maturity).

                  D.       CONVERSION OR CONTINUATION. Subject to the provisions
of subsection 2.6, (i) Company shall have the option to convert at any time all
or any part of its outstanding Tranche A Term Loans, Tranche B Term Loans,
Tranche C Term Loans or Revolving Loans equal to $5,000,000 and integral
multiples of $500,000 in excess of that amount from Loans


                                      50
<PAGE>

bearing interest at a rate determined by reference to one basis to Loans
bearing interest at a rate determined by reference to an alternative basis
and (ii) upon the expiration of any Interest Period applicable to a LIBOR
Loan, Company shall have the option to continue as a LIBOR Loan all or any
portion of such Loan equal to $5,000,000 and integral multiples of $500,000
in excess of that amount; PROVIDED, HOWEVER, that if, upon the expiration of
any Interest Period applicable to any LIBOR Loan, Company shall have failed
to give a Notice of Conversion/Continuation with respect to such LIBOR Loan
in accordance with this subsection 2.2D, Company shall be deemed to have
given a timely Notice of Conversion/Continuation electing to continue such
LIBOR Loan as a LIBOR Loan with an Interest Period of one month.

         Company shall deliver a Notice of Conversion/Continuation to
Administrative Agent no later than 11:00 A.M. (New York City time) at least
one Business Day in advance of the proposed conversion date (in the case of a
conversion to a Base Rate Loan) and at least three Business Days in advance
of the proposed conversion/continuation date (in the case of a conversion to,
or a continuation of, a LIBOR Loan). A Notice of Conversion/Continuation
shall specify (i) the proposed conversion/continuation date (which shall be a
Business Day), (ii) the amount and type of the Loan to be
converted/continued, (iii) the nature of the proposed
conversion/continuation, (iv) in the case of a conversion to, or a
continuation of, a LIBOR Loan, the requested Interest Period, and (v) in the
case of a conversion to, or a continuation of, a LIBOR Loan, that no
Potential Event of Default or Event of Default has occurred and is
continuing. In lieu of delivering the above-described Notice of
Conversion/Continuation, Company may give Administrative Agent telephonic
notice by the required time of any proposed conversion/continuation under
this subsection 2.2D; PROVIDED that such notice shall be promptly confirmed
in writing by delivery of a Notice of Conversion/Continuation to
Administrative Agent on or before the proposed conversion/continuation date.
Upon receipt of written or telephonic notice of any proposed
conversion/continuation under this subsection 2.2D, Administrative Agent
shall promptly transmit such notice by telefacsimile or telephone to each
Lender.

         Neither Administrative Agent nor any Lender shall incur any liability
to Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to act on behalf of Company or for
otherwise acting in good faith under this subsection 2.2D, and upon conversion
or continuation of the applicable basis for determining the interest rate with
respect to any Loans in accordance with this Agreement pursuant to any such
telephonic notice Company shall have effected a conversion or continuation, as
the case may be, hereunder.

         Except as otherwise provided in subsections 2.6B, 2.6C, 2.6F and 2.6G,
a Notice of Conversion/Continuation for conversion to, or continuation of, a
LIBOR Loan (or telephonic notice in lieu thereof) shall be irrevocable on and
after the related Interest Rate Determination Date, and Company shall be bound
to effect a conversion or continuation in accordance therewith.

                  E.       POST-MATURITY INTEREST. Any principal payments on the
Loans not paid when due and, to the extent permitted by applicable law, any
interest payments on the Loans or any fees or other amounts owed hereunder not
paid when due, in each case whether at stated


                                      51
<PAGE>

maturity, by notice of prepayment, by acceleration or otherwise, shall
thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws) payable on
demand at a rate which is 2% per annum in excess of the interest rate
otherwise payable under this Agreement for Base Rate Loans of the applicable
Type (any such fees and other amounts being deemed for such purposes to bear
interest on the same basis as Revolving Loans). Payment or acceptance of the
increased rates of interest provided for in this subsection 2.2E is not a
permitted alternative to timely payment and shall not constitute a waiver of
any Event of Default or otherwise prejudice or limit any rights or remedies
of Administrative Agent or any Lender.

                  F.       COMPUTATION OF INTEREST. Interest on the Loans shall
be computed (i) in the case of Base Rate Loans bearing interest at a rate
determined by reference to the Prime Rate, on the basis of a 365-day or 366-day
year, as the case may be, and (ii) in the case of LIBOR Loans and Base Rate
Loans bearing interest at a rate determined by reference to the Federal Funds
Effective Rate, on the basis of a 360-day year, in each case for the actual
number of days elapsed in the period during which it accrues. In computing
interest on any Loan, the date of the making of such Loan or the first day of an
Interest Period applicable to such Loan or, with respect to a Base Rate Loan
being converted from a LIBOR Loan, the date of conversion of such LIBOR Loan to
such Base Rate Loan, as the case may be, shall be included, and the date of
payment of such Loan or the expiration date of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted to a LIBOR Loan,
the date of conversion of such Base Rate Loan to such LIBOR Loan, as the case
may be, shall be excluded; PROVIDED that if a Loan is repaid on the same day on
which it is made, one day's interest shall be paid on that Loan.

2.3      FEES.

                  A.       COMMITMENT FEES. Company agrees to pay to
Administrative Agent, for distribution to (i) each Lender having a Revolving
Loan Commitment in proportion to that Lender's Pro Rata Share, commitment fees
for the period from and including the Closing Date to and excluding the
Revolving Loan Commitment Termination Date equal to the average of the daily
excess of the Revolving Loan Commitments over the aggregate principal amount of
outstanding Revolving Loans and Letter of Credit Usage (but not any outstanding
Swing Line Loans) MULTIPLIED BY the Applicable Commitment Fee Percentage and
(ii) each Lender having a Tranche A Term Loan Commitment in proportion to that
Lender's Pro Rata Share, commitment fees for the period from and including the
Closing Date to and excluding the Tranche A Term Loan Commitment Termination
Date equal to any undrawn portion of the Tranche A Term Loan Commitments that is
available for borrowing as Delayed-Draw Term Loans MULTIPLIED BY the Applicable
Commitment Fee Percentage, each such commitment fees to be calculated on the
basis of a 365-day or 366-day year, as the case may be, and the actual number of
days elapsed and to be payable quarterly in arrears on March 15, June 15,
September 15 and December 15 of each year, commencing on the first such date to
occur after the Closing Date, and on the Revolving Loan Commitment Termination
Date or the Tranche A Term Loan Commitment Termination Date, as the case may be.


                                      52
<PAGE>

                  B.       OTHER FEES. Company agrees to pay to Administrative
Agent, Syndication Agent and Documentation Agent such other fees in the amounts
and at the times separately agreed upon between Company and Administrative
Agent, Syndication Agent and Documentation Agent, as the case may be.

2.4      REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN COMMITMENTS;
         GENERAL PROVISIONS REGARDING PAYMENTS; APPLICATION OF PROCEEDS OF
         COLLATERAL AND PAYMENTS UNDER THE GUARANTIES.

                  A.       SCHEDULED PAYMENTS OF TERM LOANS.

                  (i)      SCHEDULED PAYMENTS OF TRANCHE A TERM LOANS. Company
                  shall make principal payments on the Tranche A Term Loans in
                  installments on the second anniversary of the Closing Date and
                  on each subsequent anniversary of the Closing Date until the
                  Tranche A Term Loans are paid in full, each such installment
                  to be in the correlative amount set forth below:

<TABLE>
<CAPTION>

          Anniversary of Closing Date in            Scheduled Repayment of Tranche A Term Loans
         --------------------------------          ---------------------------------------------
<S>                  <C>                                         <C>
                       2001                                         $  5,000,000.00
                       2002                                           10,000,000.00
                       2003                                           23,000,000.00
                       2004                                           25,000,000.00
                       2005                                           32,000,000.00
                       2006                                           36,000,000.00
                                                                      -------------
                      Total                                        $ 131,000,000.00
                                                                   ================
</TABLE>

                  ; PROVIDED that the scheduled installments of principal of the
                  Tranche A Term Loans set forth above shall be reduced in
                  connection with any voluntary or mandatory prepayments of the
                  Tranche A Term Loans in accordance with subsection 2.4B(iv);
                  and PROVIDED, FURTHER that the Tranche A Term Loans and all
                  other amounts owed hereunder with respect to the Tranche A
                  Term Loans shall be paid in full no later than the seventh
                  anniversary of the Closing Date, and the final installment
                  payable by Company in respect of the Tranche A Term Loans on
                  such date shall be in an amount, if such amount is different
                  from that specified above, sufficient to repay all amounts
                  owing by Company under this Agreement with respect to the
                  Tranche A Term Loans.

                  (ii)     SCHEDULED PAYMENTS OF TRANCHE B TERM LOANS. Company
                  shall make principal payments on the Tranche B Term Loans in
                  installments on the second anniversary of the Closing Date and
                  on each subsequent anniversary of the Closing Date until the
                  Tranche B Term Loans are paid in full, each such installment
                  to be in the correlative amount set forth below:


                                       53
<PAGE>

<TABLE>
<CAPTION>
                                                        Scheduled Repayment of
            Anniversary of Closing Date in                Tranche B Term Loans
            ------------------------------              ----------------------
            <S>                                         <C>
                         2001                                $ 1,500,000.00
                         2002                                  1,500,000.00
                         2003                                  1,500,000.00
                         2004                                  1,500,000.00
                         2005                                  1,500,000.00
                         2006                                  1,500,000.00
                         2007                                141,000,000.00
                                                             --------------
                        Total:                              $150,000,000.00
                                                            ===============
</TABLE>

; PROVIDED that the scheduled installments of principal of the Tranche B Term
Loans set forth above shall be reduced in connection with any voluntary or
mandatory prepayments of the Tranche B Term Loans in accordance with
subsection 2.4B(iv); and PROVIDED, FURTHER that the Tranche B Term Loans and
all other amounts owed hereunder with respect to the Tranche B Term Loans
shall be paid in full no later than the eighth anniversary of the Closing
Date, and the final installment payable by Company in respect of the Tranche
B Term Loans on such date shall be in an amount, if such amount is different
from that specified above, sufficient to repay all amounts owing by Company
under this Agreement with respect to the Tranche B Term Loans.

            (iii)    SCHEDULED PAYMENTS OF TRANCHE C TERM LOANS. Company
            shall make principal payments on the Tranche C Term Loans in
            installments on the second anniversary of the Closing Date and
            on each subsequent anniversary of the Closing Date until the
            Tranche C Term Loans are paid in full, each such installment
            to be in the correlative amount set forth below:

<TABLE>
<CAPTION>
                                                        Scheduled Repayment
            Anniversary of Closing Date in             of Tranche C Term Loans
            ------------------------------             -----------------------
            <S>                                        <C>
                         2001                                 $ 1,850,000.00
                         2002                                   1,850,000.00
                         2003                                   1,850,000.00
                         2004                                   1,850,000.00
                         2005                                   1,850,000.00
                         2006                                   1,850,000.00
                         2007                                   1,850,000.00
                         2008                                 172,050,000.00
                                                              --------------
                        Total:                               $185,000,000.00
                                                             ===============
</TABLE>

                                       54

<PAGE>


; PROVIDED that the scheduled installments of principal of the Tranche C Term
Loans set forth above shall be reduced in connection with any voluntary or
mandatory prepayments of the Tranche C Term Loans in accordance with
subsection 2.4B(iv); and PROVIDED, FURTHER that the Tranche C Term Loans and
all other amounts owed hereunder with respect to the Tranche C Term Loans
shall be paid in full no later than the ninth anniversary of the Closing
Date, and the final installment payable by Company in respect of the Tranche
C Term Loans on such date shall be in an amount, if such amount is different
from that specified above, sufficient to repay all amounts owing by Company
under this Agreement with respect to the Tranche C Term Loans.

      B.       PREPAYMENTS AND REDUCTIONS IN REVOLVING LOAN COMMITMENTS.

      (i)      VOLUNTARY PREPAYMENTS. Company may, upon written or
      telephonic notice to Administrative Agent at or prior to 1:00 P.M.
      (New York City time) on the date of prepayment, which notice, if
      telephonic, shall be promptly confirmed in writing, at any time and
      from time to time prepay any Swing Line Loan on any Business Day in
      whole or in part in an aggregate minimum amount of $500,000 and
      integral multiples of $100,000 in excess of that amount. Company may,
      upon not less than one Business Day's prior written or telephonic
      notice, in the case of Base Rate Loans, and three Business Days'
      prior written or telephonic notice, in the case of LIBOR Loans, in
      each case given to Administrative Agent by 12:00 Noon (New York City
      time) on the date required and, if given by telephone, promptly
      confirmed in writing to Administrative Agent (which original written
      or telephonic notice Administrative Agent will promptly transmit by
      telefacsimile or telephone to each Lender), at any time and from time
      to time prepay any of Tranche A Term Loans, Tranche B Term Loans,
      Tranche C Term Loans or Revolving Loans on any Business Day in whole
      or in part in an aggregate minimum amount of $5,000,000 and integral
      multiples of $500,000 in excess of that amount; PROVIDED that a LIBOR
      Loan may only be prepaid on the expiration of the Interest Period
      applicable thereto unless Company pays all amounts owing to Lenders
      under subsection 2.6D. Notice of prepayment having been given as
      aforesaid, the principal amount of the Loans specified in such notice
      shall become due and payable on the prepayment date specified
      therein. Any such voluntary prepayment shall be applied as specified
      in subsection 2.4B(iv).

      (ii)     VOLUNTARY REDUCTIONS OF REVOLVING LOAN COMMITMENTS. Company
      may, upon not less than three Business Days' prior written or
      telephonic notice confirmed in writing to Administrative Agent (which
      original written or telephonic notice Administrative Agent will
      promptly transmit by telefacsimile or telephone to each Lender), at
      any time and from time to time terminate in whole or permanently
      reduce in part, without premium or penalty, the Revolving Loan
      Commitments in an amount up to the amount by which the Revolving Loan
      Commitments exceed the Total Utilization of Revolving Loan
      Commitments at the time of such proposed termination or reduction;
      PROVIDED that any such partial reduction of the Revolving Loan
      Commitments shall be in an aggregate minimum amount of $1,000,000 and
      integral multiples of $500,000 in excess of that

                                       55

<PAGE>

      amount. Company's notice to Administrative Agent shall designate the
      date (which shall be a Business Day) of such termination or reduction
      and the amount of any partial reduction, and such termination or
      reduction of the Revolving Loan Commitments shall be effective on the
      date specified in Company's notice and shall reduce the Revolving
      Loan Commitment of each Lender proportionately to its Pro Rata Share.

      (iii)    MANDATORY PREPAYMENTS. Subject to the provisions of
      subsections 2.4B(iv)(d), the Loans shall be prepaid in the amounts
      and under the circumstances set forth below, all such prepayments to
      be applied as set forth below or as more specifically provided in
      subsection 2.4B(iv):

               (a)      PREPAYMENTS FROM NET ASSET SALE PROCEEDS. No later
      than the fifth Business Day following the date on which any Net Asset
      Sale Proceeds become Unreinvested Asset Sale Proceeds, Company shall
      prepay its outstanding Term Loans in an aggregate amount equal to
      such Unreinvested Asset Sale Proceeds; PROVIDED that Company may in
      its sole discretion elect, pursuant to a written notice given by
      Company to Administrative Agent describing such election, to postpone
      any mandatory prepayments otherwise required to be made by Company
      pursuant to this subsection 2.4B(iii)(a) (any such prepayment, until
      the time actually made, being "POSTPONED PREPAYMENTS") until such
      time as the aggregate amount of Postponed Prepayments equals
      $5,000,000.

               (b)      PREPAYMENTS FROM CONSOLIDATED EXCESS CASH FLOW. In
      the event that (1) the Consolidated Leverage Ratio shall be equal to
      or greater than 4.00:1.00 as of the last day of any Fiscal Year
      (commencing with Fiscal Year 2000) and (ii) there shall be
      Consolidated Excess Cash Flow for such Fiscal Year, Company shall, no
      later than the date on which Company has delivered or is required to
      deliver audited financial statements with respect to such Fiscal Year
      pursuant to subsection 6.1(ii), prepay its outstanding Term Loans in
      an aggregate amount equal to 50% of such Consolidated Excess Cash
      Flow (the remaining 50% of such Consolidated Excess Cash Flow being
      "RETAINED EXCESS CASH FLOW").

               (c)      PREPAYMENTS DUE TO REDUCTIONS OR RESTRICTIONS OF
      REVOLVING LOAN COMMITMENTS. Company shall from time to time prepay
      FIRST the Swing Line Loans and SECOND the Revolving Loans to the
      extent necessary so that the Total Utilization of Revolving Loan
      Commitments shall not at any time exceed the Revolving Loan
      Commitments then in effect.

      (iv)     APPLICATION OF PREPAYMENTS.

               (a)      APPLICATION OF VOLUNTARY PREPAYMENTS BY TYPE OF
      LOANS AND ORDER OF MATURITY. Any voluntary prepayments pursuant to
      subsection 2.4B(i) shall be applied as specified by Company in the
      applicable notice of prepayment; PROVIDED that in the event Company
      fails to specify the Loans of Company to which any such prepayment
      shall be applied, such prepayment shall be applied

                                      56

<PAGE>

      FIRST to repay outstanding Swing Line Loans to the full extent thereof,
      SECOND to repay outstanding Revolving Loans to the full extent thereof,
      and THIRD to repay outstanding Term Loans to the full extent thereof.
      Any voluntary prepayment of Term Loans pursuant to subsection 2.4B(i)
      shall be applied to prepay the Tranche A Term Loans, the Tranche B Term
      Loans and/or the Tranche C Term Loans in the manner specified by
      Company and to reduce the scheduled installments of principal of the
      Tranche A Term Loans, the Tranche B Term Loans and/or the Tranche C
      Term Loans set forth in subsections 2.4A(i), 2.4A(ii) and/or 2.4A(iii),
      as the case may be, in such order as Company shall direct.

               (b)      APPLICATION OF MANDATORY PREPAYMENTS OF TERM LOANS
      TO TRANCHE A TERM LOANS, TRANCHE B TERM LOANS AND TRANCHE C TERM
      LOANS AND THE SCHEDULED INSTALLMENTS OF PRINCIPAL THEREOF. Any
      mandatory prepayments of Term Loans pursuant to subsection 2.4B(iii)
      shall be applied to prepay the Tranche A Term Loans, the Tranche B
      Term Loans and the Tranche C Term Loans on a pro rata basis (in
      accordance with the respective outstanding principal amounts thereof)
      and to reduce the scheduled installments of principal of the Tranche
      A Term Loans, the Tranche B Term Loans or the Tranche C Term Loans as
      set forth in subsections 2.4A(i), 2.4A(ii) and/or 2.4A(iii) in such
      order as Company shall elect.

               (c)      WAIVER OF CERTAIN MANDATORY PREPAYMENTS. Anything
      contained herein to the contrary notwithstanding, in the event
      Company is required to make any mandatory prepayment (a "WAIVABLE
      MANDATORY PREPAYMENT") of the Tranche B Term Loans or the Tranche C
      Term Loans pursuant to subsection 2.4B(iii), (V) Company may, by
      written or telephonic notice (promptly confirmed in writing) given to
      Administrative Agent not less than three Business Days prior to the
      date (the "REQUIRED PREPAYMENT DATE") on which Company is required to
      make such Waivable Mandatory Prepayment, elect to offer each Lender
      holding an outstanding Tranche B Term Loan or Tranche C Term Loan, as
      the case may be, the option to refuse such Lender's Pro Rata Share of
      such Waivable Mandatory Prepayment, (W) in the event Company gives
      such notice to Administrative Agent, Administrative Agent will
      promptly notify each such Lender of the amount of such Lender's Pro
      Rata Share of such Waivable Mandatory Prepayment and such Lender's
      option to refuse such amount, (X) each such Lender may exercise such
      option by giving written notice to Company and Administrative Agent
      of its election to do so on or before the first Business Day (the
      "CUTOFF DATE") prior to the Required Prepayment Date, (Y) on the
      Required Prepayment Date, Company shall pay to Administrative Agent
      an amount equal to that portion of the Waivable Mandatory Prepayment
      payable to those Lenders that have elected not to exercise such
      option (it being understood that any Lender which does not notify
      Company and Administrative Agent of its election to exercise such
      option on or before the Cutoff Date shall be deemed to have elected,
      as of the Cutoff Date, not to exercise such option), which amount
      shall be applied to prepay the Tranche B Term Loans or Tranche C Term
      Loans, as the case may

                                      57

<PAGE>

      be, of such Lenders in accordance with subsection 2.4B(iv)(b), and
      (Z) Company shall be entitled to retain that portion of the Waivable
      Mandatory Prepayment otherwise payable to those Lenders that have
      elected to exercise such option (such amount being a "RETAINED
      PREPAYMENT") to be used for general corporate purposes.

               (d)      APPLICATION OF PREPAYMENTS OF LOANS TO BASE RATE
      LOANS AND LIBOR LOANS; OPTION TO DEFER CERTAIN MANDATORY PREPAYMENTS
      OF LIBOR LOANS. Considering Tranche A Term Loans, Tranche B Term
      Loans, Tranche C Term Loans and Revolving Loans being prepaid
      separately, any prepayment thereof shall be applied first to Base
      Rate Loans to the full extent thereof before application to LIBOR
      Loans, in each case in a manner which minimizes the amount of any
      payments required to be made by Company pursuant to subsection 2.6D;
      PROVIDED that, anything contained in this Agreement to the contrary
      notwithstanding, in the event that (1) the application of any
      mandatory prepayment pursuant to subsection 2.4B(iii) in accordance
      with the foregoing provisions of this subsection 2.4B(iv) would
      result in the prepayment of all or any portion of a LIBOR Loan prior
      to the end of the Interest Period applicable thereto, and (2) no
      Potential Event of Default or Event of Default shall have occurred
      and be continuing, Company shall have the option to, by giving
      written notice (or telephonic notice promptly confirmed in writing)
      to Administrative Agent of its election to do so on or before the
      first Business Day prior to the date on which such prepayment would
      otherwise be required to be made, (x) if the remaining term of such
      Interest Period is less than three months, defer the making of such
      prepayment until the last day of such Interest Period or such earlier
      date as Company may specify in such notice or (y) deposit the amount
      of such prepayment otherwise required to be made hereunder into the
      Collateral Account until the last day of such Interest Period at
      which time Administrative Agent shall, subject to the provisions of
      subsection 2.4B(iv)(c), be authorized (without any further action by
      or notice to or from Company) to apply such amount to the prepayment
      of the Loans in accordance with subsection 2.4B(iii).

      C.       GENERAL PROVISIONS REGARDING PAYMENTS.

      (i)      MANNER AND TIME OF PAYMENT. All payments by Company of
      principal, interest, fees and other Obligations hereunder and under
      the Notes shall be made in Dollars in same day funds without defense,
      setoff or counterclaim, free of any restriction or condition, and
      delivered to Administrative Agent not later than 3:00 P.M. (New York
      City time) on the date due at the Funding and Payment Office for the
      account of Lenders; funds received by Administrative Agent after that
      time on such due date shall be deemed to have been paid by Company on
      the next succeeding Business Day.

      (ii)     APPLICATION OF PAYMENTS TO PRINCIPAL AND INTEREST. Except as
      provided in subsection 2.2C, all payments in respect of the principal
      amount of any Loan shall include payment of accrued interest on the
      principal amount being repaid or

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      prepaid, and all such payments (and, in any event, any payments in
      respect of any Loan on a date when interest is due and payable with
      respect to such Loan) shall be applied to the payment of interest
      before application to principal.

      (iii)    APPORTIONMENT OF PAYMENTS. Aggregate principal and interest
      payments in respect of Term Loans and Revolving Loans shall be
      apportioned among all outstanding Loans to which such payments
      relate, in each case proportionately to Lenders' respective Pro Rata
      Shares. Administrative Agent shall promptly distribute to each
      Lender, at its applicable Lending Office or at such other address as
      such Lender may request, its Pro Rata Share of all such payments
      received by Administrative Agent and the commitment fees of such
      Lender when received by Administrative Agent pursuant to subsection
      2.3. Notwithstanding the foregoing provisions of this subsection
      2.4C(iii), if, pursuant to the provisions of subsection 2.6C, any
      Notice of Conversion/Continuation is withdrawn as to any Affected
      Lender or if any Affected Lender makes Base Rate Loans in lieu of its
      Pro Rata Share of any LIBOR Loans, Administrative Agent shall give
      effect thereto in apportioning payments received thereafter.

      (iv)     PAYMENTS ON BUSINESS DAYS. Whenever any payment to be made
      hereunder shall be stated to be due on a day that is not a Business
      Day, such payment shall be made on the next succeeding Business Day
      and such extension of time shall be included in the computation of
      the payment of interest hereunder or of the commitment fees
      hereunder, as the case may be.

      D.       APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS
               UNDER THE GUARANTIES.

      (i)      APPLICATION OF PROCEEDS OF COLLATERAL. All proceeds received
      by Administrative Agent in respect of any sale of, collection from,
      or other realization upon all or any part of the Collateral under any
      Collateral Document may, in the discretion of Administrative Agent,
      be held by Administrative Agent as Collateral for, and/or (then or at
      any time thereafter) applied in full or in part by Administrative
      Agent against, the applicable Secured Obligations (as defined in such
      Collateral Document) in the following order of priority:

               (a)      To the payment of all costs and expenses of such
      sale, collection or other realization, including reasonable
      compensation to Administrative Agent and its agents and counsel, and
      all other expenses, liabilities and advances made or incurred by
      Administrative Agent in connection therewith, and all amounts for
      which Administrative Agent is entitled to indemnification under such
      Collateral Document and all advances made by Administrative Agent
      thereunder for the account of the applicable Loan Party, and to the
      payment of all costs and expenses paid or incurred by Administrative
      Agent in connection with the exercise of any right or remedy under
      such Collateral Document, all in accordance with the terms of this
      Agreement and such Collateral Document;


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                    (b)      thereafter, to the extent of any excess such
           proceeds, to the payment of all other such Secured Obligations
           for the ratable benefit of the holders thereof; and

                     (c)      thereafter, to the extent of any excess such
           proceeds, to the payment to or upon the order of such Loan Party
           or to whosoever may be lawfully entitled to receive the same or
           as a court of competent jurisdiction may direct.

           (ii)     APPLICATION OF PAYMENTS UNDER THE GUARANTIES. All
           payments received by Administrative Agent under the Guaranties
           shall be applied promptly from time to time by Administrative
           Agent in the following order of priority:

                    (a)      To the payment of the costs and expenses of any
           collection or other realization under the Guaranties, including
           reasonable compensation to Administrative Agent and its agents
           and counsel, and all expenses, liabilities and advances made or
           incurred by Administrative Agent in connection therewith, all in
           accordance with the terms of this Agreement and such Guaranty;

                    (b)      thereafter, to the extent of any excess such
           payments, to the payment of all other Guarantied Obligations (as
           defined in such Guaranty) for the ratable benefit of the holders
           thereof; and

                    (c)      thereafter, to the extent of any excess such
           payments, to the payment to the applicable Guarantor or to
           whosoever may be lawfully entitled to receive the same or as a
           court of competent jurisdiction may direct.

2.5    USE OF PROCEEDS.

           A.  TERM LOANS. The proceeds of the Term Loans, together
with the proceeds of the Bridge Notes and the Newco Equity Amount, shall be
applied by Company to fund the Recapitalization Financing Requirements. The
Delayed-Draw Term Loans shall be applied by Company on or prior to December 15,
1999 to pay the redemption price (including accrued interest thereon and any
premium in connection therewith) for the then outstanding Existing Floating Rate
Senior Subordinated Notes in accordance with the Existing Senior Subordinated
Note Indenture.

           B.  REVOLVING LOANS; SWING LINE LOANS. The proceeds of
the Revolving Loans and any Swing Line Loans shall be applied by Company for the
working capital requirements and general corporate purposes of Company and its
Subsidiaries.

2.6    SPECIAL PROVISIONS GOVERNING LIBOR LOANS.

           Notwithstanding any other provision of this Agreement to the
contrary, the following provisions shall govern with respect to LIBOR Loans
as to the matters covered:

           A.  DETERMINATION OF APPLICABLE INTEREST RATE. As soon as
practicable after 10:00 A.M. (New York City time) on each Interest Rate
Determination Date, Administrative

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Agent shall determine (which determination shall, absent clearly demonstrable
error, be final, conclusive and binding upon all parties) the interest rate
that shall apply to LIBOR Loans for which an interest rate is then being
determined for the applicable Interest Period and shall promptly give notice
thereof (in writing or by telephone confirmed in writing) to Company and each
Lender.

           B.  INABILITY TO DETERMINE APPLICABLE INTEREST RATE. In the event
that Administrative Agent shall have reasonably determined (which
determination shall, absent clearly demonstrable error, be final and
conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date with respect to any LIBOR Loans, that by reason of
circumstances affecting the London interbank market for Dollars adequate and
fair means do not exist for ascertaining the interest rate applicable to such
Loans on the basis provided for in the definition of LIBOR, Administrative
Agent shall on such date give notice (by telefacsimile or by telephone
confirmed in writing) to Company and each Lender of such determination,
whereupon (i) no Loans may be made as, or converted to, LIBOR Loans until
such time as Administrative Agent notifies Company and Lenders that the
circumstances giving rise to such notice no longer exist (which notice
Administrative Agent shall give at such time as such circumstances no longer
exist), and (ii) any Notice of Borrowing or Notice of Conversion/Continuation
given by Company with respect to the Loans in respect of which such
determination was made shall be deemed to be rescinded by Company.

           C.  ILLEGALITY OR IMPRACTICABILITY OF LIBOR LOANS. In the event
that on any date any Lender shall have reasonably determined (which
determination shall be made only after consultation with Company and
Administrative Agent, it being understood that any such determination so made
shall, absent clearly demonstrable error, be final and conclusive and binding
upon all parties hereto) that the making, maintaining or continuation of its
LIBOR Loans (i) has become unlawful as a result of compliance by such Lender
in good faith with any law, treaty, governmental rule, regulation, guideline
or order (or would conflict with any such treaty, governmental rule,
regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful) or (ii) has become
impracticable as a result of contingencies occurring after the date of this
Agreement which materially and adversely affect the London interbank market
for Dollars then, and in any such event, such Lender shall be an "AFFECTED
LENDER" and it shall on that day give notice (by telefacsimile or by
telephone confirmed in writing) to Company and Administrative Agent of such
determination (which notice Administrative Agent shall promptly transmit to
each other Lender). Thereafter (a) the obligation of the Affected Lender to
make Loans as, or to convert Loans to, LIBOR Loans shall be suspended until
such notice shall be withdrawn by the Affected Lender, (b) to the extent such
determination by the Affected Lender relates to a LIBOR Loan then being
requested by Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Affected Lender shall make such Loan as (or
convert such Loan to, as the case may be) a Base Rate Loan, (c) the Affected
Lender's obligation to maintain its outstanding LIBOR Loans (the "AFFECTED
LOANS") shall be terminated at the earlier to occur of the expiration of the
Interest Period then in effect with respect to the Affected Loans or when
required by law, and (d) any Affected Loans shall automatically convert into
Base Rate Loans on the date of such termination. Notwithstanding the
foregoing, to the extent a determination by an Affected Lender as described

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above relates to a LIBOR Loan then being requested by Company pursuant to a
Notice of Borrowing or a Notice of Conversion/Continuation, Company shall
have the option, subject to the provisions of subsection 2.6D, to rescind
such Notice of Borrowing or Notice of Conversion/Continuation as to all
Lenders by giving notice (by telefacsimile or by telephone confirmed in
writing) to Administrative Agent of such rescission on the date on which the
Affected Lender gives notice of its determination as described above (which
notice of rescission Administrative Agent shall promptly transmit to each
other Lender). Except as provided in the immediately preceding sentence,
nothing in this subsection 2.6C shall affect the obligation of any Lender
other than an Affected Lender to make or maintain Loans as, or to convert
Loans to, LIBOR Loans in accordance with the terms of this Agreement.

           D.   COMPENSATION FOR BREAKAGE OR NON-COMMENCEMENT OF INTEREST
PERIODS. Company shall compensate each Lender, upon written request by that
Lender (which request shall set forth in reasonable detail the basis for
requesting such amounts), for all reasonable losses, costs and expenses
sustained by that Lender (including losses, costs and expenses actually
sustained by that Lender in connection with the liquidation or re-employment
of deposits or other funds acquired by it to make or carry the subject LIBOR
Loans but excluding any loss of anticipated profits): (i) if for any reason
(other than a default by that Lender or Administrative Agent) a borrowing of
any LIBOR Loan does not occur on a date specified therefor in a Notice of
Borrowing or a telephonic request for borrowing, or a conversion to or
continuation of any LIBOR Loan does not occur on a date specified therefor in
a Notice of Conversion/Continuation or a telephonic request for conversion or
continuation, (ii) if any prepayment (including any prepayment pursuant to
subsection 2.4B(i)) or other principal payment or any conversion of any of
LIBOR Loans occurs on a date prior to the last day of an Interest Period
applicable to that Loan or (iii) if any prepayment of any of LIBOR Loans is
not made on any date specified in a notice of prepayment given by Company.

           E.   BOOKING OF LIBOR LOANS. Any Lender may make, carry or
transfer LIBOR Loans at, to, or for the account of any of its branch offices or
the office of an Affiliate of that Lender.

           F.   LIBOR LOANS AFTER DEFAULT. If, after the occurrence of and
during the continuation of a Potential Event of Default or an Event of
Default, Administrative Agent or Requisite Lenders have determined in its or
their sole discretion not to permit the making or continuation of any Loans
as, or the conversion of any Loans to, LIBOR Loans and Administrative Agent
has so notified Company in writing (i) Company may not elect to have any
Loans be made as or converted to LIBOR Loans or elect to have any outstanding
LIBOR Loans continued as such after the expiration of the Interest Periods
then in effect for such LIBOR Loans, and (ii) subject to the provisions of
subsection 2.6D, any Notice of Borrowing or Notice of Conversion/Continuation
given by Company with respect to a requested borrowing or
conversion/continuation in respect of LIBOR Loans that has not yet occurred
shall be deemed to be rescinded by Company.

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2.7    INCREASED COSTS; CAPITAL ADEQUACY.

           A.   COMPENSATION FOR INCREASED COSTS AND TAXES. Subject
to the provisions of subsection 2.7B (which shall be controlling with respect to
the matters covered thereby), in the event that any Lender shall reasonably
determine (which determination shall, absent clearly demonstrable error, be
final and conclusive and binding upon all parties hereto) that the introduction
or adoption (after the date hereof) of any law, treaty or governmental rule,
regulation or order, or that any change (after the date hereof) in any law,
treaty or governmental rule, regulation or order or in the interpretation,
administration or application thereof, or that any determination (after the date
hereof) by a court or governmental authority, or that compliance by such Lender
with any guideline, request or directive issued or made (after the date hereof)
by any central bank or other governmental or quasi-governmental authority
(whether or not having the force of law), in any such case:

           (i)   subjects such Lender (or its applicable Lending Office)
           to any additional Tax (excluding (x) any Tax on the overall net
           income of such Lender and (y) any Tax imposed on Administrative
           Agent or any Lender as result of a present or former connection
           between the jurisdiction imposing such Taxes and such Lender
           (except a present connection arising solely from Administrative
           Agent or such Lender having executed, delivered or performed its
           obligations or received a payment under, or enforced any Loan
           Documents)) with respect to this Agreement or any of its
           obligations hereunder or any payments to such Lender (or its
           applicable Lending Office) of principal, interest, fees or any
           other amount payable hereunder (any such non-excluded Tax, a
           "NON-EXCLUDED TAX");

           (ii)  imposes, modifies or holds applicable any reserve
           (including any marginal, emergency, supplemental, special or
           other reserve), special deposit, compulsory loan, FDIC insurance
           or similar requirement against assets held by, or deposits or
           other liabilities in or for the account of, or advances or loans
           by, or other credit extended by, or any other acquisition of
           funds by, any office of such Lender; or

           (iii) imposes any other condition (other than with respect to
           a Tax matter) on or affecting such Lender (or its applicable
           Lending Office) or its obligations hereunder or the London
           interbank market for Dollars;

and the result of any of the foregoing is to increase the cost to such Lender
of agreeing to make, making or maintaining Loans hereunder or to reduce any
amount received or receivable by such Lender (or its applicable Lending
Office) with respect thereto; then, in any such case, Company shall pay to
such Lender, promptly after receipt of the statement referred to in the next
sentence, such additional amount or amounts (in the form of an increased rate
of, or a different method of calculating, interest or otherwise as such
Lender in its reasonable discretion shall determine) as may be necessary to
compensate such Lender for any such increased cost or reduction in amounts
received or receivable hereunder. Such Lender shall deliver to Company (with
a copy to Administrative Agent) a written statement, setting forth in
reasonable detail the basis for calculating the additional amounts owed to
such Lender under this subsection 2.7A, which

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<PAGE>

statement shall be conclusive and binding upon all parties hereto absent
clearly demonstrable error.

           B.   WITHHOLDING OF TAXES.

           (i)  PAYMENTS TO BE FREE AND CLEAR. All sums payable by
           Company under this Agreement and the other Loan Documents shall
           (except to the extent required by law) be paid free and clear of,
           and without any deduction or withholding on account of, any
           Non-Excluded Tax imposed, levied, collected, withheld or assessed
           by or within the United States of America or any political
           subdivision in or of the United States of America or any other
           jurisdiction from or to which a payment is made by or on behalf
           of Company or by any federation or organization of which the
           United States of America or any such jurisdiction is a member at
           the time of payment.

           (ii) GROSSING-UP OF PAYMENTS. If Company or any other Person
           is required by law to make any deduction or withholding on
           account of any such Non-Excluded Tax from any sum paid or payable
           by Company to Administrative Agent or any Lender under any of the
           Loan Documents:

                    (a)      Company shall notify Administrative Agent of
           any such requirement or any change in any such requirement as
           soon as Company becomes aware of it;

                    (b)      Company shall pay any such Non-Excluded Tax
           before the date on which penalties attach thereto, such payment
           to be made (if the liability to pay is imposed on Company) for
           its own account or (if that liability is imposed on
           Administrative Agent or such Lender, as the case may be) on
           behalf of and in the name of Administrative Agent or such Lender;

                    (c)      the sum payable by Company in respect of which
           the relevant deduction, withholding or payment is required shall
           be increased to the extent necessary to ensure that, after the
           making of that deduction, withholding or payment, Administrative
           Agent or such Lender, as the case may be, receives on the due
           date a net sum equal to what it would have received had no such
           deduction, withholding or payment been required or made; and

                    (d)      within 30 days after paying any sum from which
           it is required by law to make any deduction or withholding, and
           within 30 days after the due date of payment of any Non-Excluded
           Tax which it is required by clause (b) above to pay, Company
           shall deliver to Administrative Agent evidence satisfactory to
           the other affected parties of such deduction, withholding or
           payment and of the remittance thereof to the relevant taxing or
           other authority;

     PROVIDED that no such additional amount shall be required to be paid to
     any Lender under clause (c) above except to the extent that any change
     after the date hereof (in the case of

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     each Lender listed on the signature pages hereof) or after the date of
     the Assignment Agreement pursuant to which such Lender became a Lender
     (in the case of each other Lender) in any such requirement for a
     deduction, withholding or payment as is mentioned therein shall result
     in an increase in the rate of such deduction, withholding or payment
     from that in effect at the date of this Agreement or at the date of such
     Assignment Agreement, as the case may be, in respect of payments to such
     Lender.

           (iii)    EVIDENCE OF EXEMPTION FROM U.S. WITHHOLDING TAX.

                    (a)      Each Lender that is organized under the laws of
           any jurisdiction other than the United States or any state or
           other political subdivision thereof (for purposes of this
           subsection 2.7B(iii), a "NON-US LENDER") shall deliver to
           Administrative Agent for transmission to Company, on or prior to
           the Closing Date (in the case of each Lender listed on the
           signature pages hereof) or on or prior to the date of the
           Assignment Agreement pursuant to which it becomes a Lender (in
           the case of each other Lender), and at such other times as may be
           necessary in the determination of Company or Administrative Agent
           (each in the reasonable exercise of its discretion), (1) two
           original copies of Internal Revenue Service Form 1001 or 4224 (or
           any successor forms), properly completed and duly executed by
           such Lender, together with any other certificate or statement of
           exemption required under the Internal Revenue Code or the
           regulations issued thereunder to establish that such Lender is
           not subject to deduction or withholding of United States federal
           income tax with respect to any payments to such Lender of
           principal, interest, fees or other amounts payable under any of
           the Loan Documents or (2) if such Lender is not a "bank" or other
           Person described in Section 881(c)(3) of the Internal Revenue
           Code and cannot deliver either Internal Revenue Service Form 1001
           or 4224 pursuant to clause (1) above, a Certificate re Non-Bank
           Status together with two original copies of Internal Revenue
           Service Form W-8 (or any successor form), properly completed and
           duly executed by such Lender, together with any other certificate
           or statement of exemption required under the Internal Revenue
           Code or the regulations issued thereunder to establish that such
           Lender is not subject to deduction or withholding of United
           States federal income tax with respect to any payments to such
           Lender of interest payable under any of the Loan Documents.

                    (b)      Each Lender required to deliver any forms,
           certificates or other evidence with respect to United States
           federal income tax withholding matters pursuant to subsection
           2.7B(iii)(a) hereby agrees, from time to time after the initial
           delivery by such Lender of such forms, certificates or other
           evidence, whenever a lapse in time or change in circumstances
           renders such forms, certificates or other evidence obsolete or
           inaccurate in any material respect, that such Lender shall
           promptly (1) deliver to Administrative Agent for transmission to
           Company two new original copies of Internal Revenue Service Form
           1001 or 4224, or a Certificate re Non-Bank Status and two
           original copies of Internal Revenue Service Form W-8, as the case
           may be, properly completed and duly executed by such Lender,
           together with any other certificate or statement of

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           exemption required in order to confirm or establish that such
           Lender is not subject to deduction or withholding of United
           States federal income tax with respect to payments to such Lender
           under the Loan Documents or (2) notify Administrative Agent and
           Company of its inability to deliver any such forms, certificates
           or other evidence.

                    (c)      Company shall not be required to pay any
           additional amount to any Non-US Lender under clause (c) of
           subsection 2.7B(ii) if such Lender shall have failed to satisfy
           the requirements of clause (a) or (b)(1) of this subsection
           2.7B(iii); PROVIDED that if such Lender shall have satisfied the
           requirements of subsection 2.7B(iii)(a) on the Closing Date (in
           the case of each Lender listed on the signature pages hereof) or
           on the date of the Assignment Agreement pursuant to which it
           became a Lender (in the case of each other Lender), nothing in
           this subsection 2.7B(iii)(c) shall relieve Company of its
           obligation to pay any additional amounts pursuant to clause (c)
           of subsection 2.7B(ii) 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 is not subject to withholding as described in subsection
           2.7B(iii)(a).

           C.   CAPITAL ADEQUACY ADJUSTMENT. If any Lender shall have
determined that the introduction or adoption (after the date hereof) of any
law, rule or regulation (or any provision thereof) regarding capital
adequacy, or that any change (after the date hereof) therein or in the
interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or that compliance by any Lender (or its applicable
Lending Office) with any guideline, request or directive regarding capital
adequacy (whether or not having the force of law) introduced or adopted
(after the date hereof) by any such governmental authority, central bank or
comparable agency, in any such case has or would have 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 Loans or
Commitments or Letters of Credit or participations therein or other
obligations hereunder with respect to the Loans or the Letters of Credit to a
level below that which such Lender or such controlling corporation could have
achieved but for such introduction, adoption, change or compliance (taking
into consideration the policies of such Lender or such controlling
corporation with regard to capital adequacy), then from time to time,
promptly after receipt by Company from such Lender of the statement referred
to in the next sentence, Company shall pay to such Lender such additional
amount or amounts as will compensate such Lender or such controlling
corporation for such reduction. Such Lender shall deliver to Company (with a
copy to Administrative Agent) a written statement setting forth in reasonable
detail the basis of the calculation of such additional amounts, which
statement shall be conclusive and binding upon all parties hereto absent
clearly demonstrable error.

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2.8    NOTICE OF CERTAIN COSTS; OBLIGATION OF LENDERS AND ISSUING LENDERS TO
       MITIGATE.

          A.    Notwithstanding anything in this Agreement to the contrary,
to the extent subsection 2.6, 2.7 or 3.6 requires any Lender or Issuing
Lender to give notice to Company of an event or a condition that would
entitle such Lender or Issuing Lender to receive payments under subsection
2.6, 2.7 or 3.6, as the case may be, in the event such notice is given by
such Lender or Issuing Lender more than 180 days after such Lender or Issuing
Lender has knowledge of the occurrence or existence of such event or
circumstance, such Lender or Issuing Lender shall not be entitled to receive
any such payments under subsection 2.6, 2.7 or 3.6, as the case may be, in
respect of the period ending on the Business Day immediately preceding the
date on which such notice is given to Company.

          B.    Each Lender and Issuing Lender agrees that, if an event
occurs or a condition arises that would cause such Lender to become an
Affected Lender or that would entitle such Lender or Issuing Lender to
receive payments under subsection 2.7 or subsection 3.6, it will, if so
requested by Company, use reasonable efforts (subject to overall policy
considerations of such Lender) to (i) make, issue, fund or maintain the
Commitments of such Lender or the affected Loans or Letters of Credit (or
participations therein) of such Lender or Issuing Lender through another
lending or letter of credit office of such Lender or Issuing Lender or (ii)
take such other measures as such Lender or Issuing Lender may deem reasonable
in good faith, if as a result thereof the circumstances which would cause
such Lender to be an Affected Lender would cease to exist or the additional
amounts which would otherwise be required to be paid to such Lender or
Issuing Lender pursuant to subsection 2.7 or subsection 3.6 would be
materially reduced and if the making, issuing, funding or maintaining of such
Commitments or Loans or Letters of Credit (or participations therein) through
such other lending or letter of credit office or in accordance with such
other measures, as the case may be, would not otherwise materially adversely
affect such Commitments or Loans or Letters of Credit (or participations
therein) or cause such Lender or Issuing Lender to suffer any economic, legal
or regulatory disadvantage; provided that nothing in this subsection 2.8
shall affect or postpone any of the Obligations of Company or the rights of
any Lender provided in subsection 2.6C, 2.6G, 2.7 or 3.6.

2.9      DEFAULTING LENDERS.

         Anything contained herein to the contrary notwithstanding, in the
event that any Lender (a "DEFAULTING LENDER") defaults (a "FUNDING DEFAULT")
in its obligation to fund any Revolving Loan (a "DEFAULTED REVOLVING LOAN")
in accordance with subsection 2.1, then (i) during any Default Period (as
defined below) with respect to such Defaulting Lender, such Defaulting Lender
shall be deemed not to be a "Lender" for purposes of voting on any matters
(including the granting of any consents or waivers) with respect to any of
the Loan Documents, (ii) to the extent permitted by applicable law, until
such time as the Default Excess (as defined below) with respect to such
Defaulting Lender shall have been reduced to zero, (a) any voluntary
prepayment of the Revolving Loans pursuant to subsection 2.4B(i) shall, if
Company so directs at the time of making such voluntary prepayment, be
applied to the Revolving Loans of other Lenders as if such Defaulting Lender
had no Revolving Loans outstanding and the Revolving Loan Exposure of such
Defaulting Lender were zero, and (b) any mandatory prepayment of the

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Revolving Loans pursuant to subsection 2.4B(iii) shall, if Company so directs
at the time of making such mandatory prepayment, be applied to the Revolving
Loans of other Lenders (but not to the Revolving Loans of such Defaulting
Lender) as if such Defaulting Lender had funded all Defaulted Revolving Loans
of such Defaulting Lender, it being understood and agreed that Company shall
be entitled to retain any portion of any mandatory prepayment of the
Revolving Loans that is not paid to such Defaulting Lender solely as a result
of the operation of the provisions of this clause (b), (iii) such Defaulting
Lender's Revolving Loan Commitment and outstanding Revolving Loans and such
Defaulting Lender's Pro Rata Share of the Letter of Credit Usage shall be
excluded for purposes of calculating the commitment fee payable to Lenders
pursuant to subsection 2.3A in respect of any day during any Default Period
with respect to such Defaulting Lender, and such Defaulting Lender shall not
be entitled to receive any commitment fee pursuant to subsection 2.3A with
respect to such Defaulting Lender's Revolving Loan Commitment in respect of
any Default Period with respect to such Defaulting Lender, and (iv) the Total
Utilization of Revolving Loan Commitments as at any date of determination
shall be calculated as if such Defaulting Lender had funded all Defaulted
Revolving Loans of such Defaulting Lender.

         For purposes of this Agreement, (I) "DEFAULT PERIOD" means, with
respect to any Defaulting Lender, the period commencing on the date of the
applicable Funding Default and ending on the earliest of the following dates:
(A) the date on which all Revolving Loan Commitments are cancelled or
terminated and/or the Obligations are declared or become immediately due and
payable, (B) the date on which (1) the Default Excess with respect to such
Defaulting Lender shall have been reduced to zero (whether by the funding by
such Defaulting Lender of any Defaulted Revolving Loans of such Defaulting
Lender or by the non-pro rata application of any voluntary or mandatory
prepayments of the Revolving Loans in accordance with the terms of this
subsection 2.9 or by a combination thereof) and (2) such Defaulting Lender
shall have delivered to Company and Administrative Agent a written
reaffirmation of its intention to honor its obligations under this Agreement
with respect to its Revolving Loan Commitment, and (C) the date on which
Company, Administrative Agent and Requisite Lenders waive all Funding
Defaults of such Defaulting Lender in writing, and (II) "DEFAULT EXCESS"
means, with respect to any Defaulting Lender, the excess, if any, of such
Defaulting Lender's Pro Rata Share of the aggregate outstanding principal
amount of Revolving Loans of all Lenders (calculated as if all Defaulting
Lenders (other than such Defaulting Lender) had funded all of their
respective Defaulted Revolving Loans) over the aggregate outstanding
principal amount of Revolving Loans of such Defaulting Lender.

         No Commitment of any Lender shall be increased or otherwise
affected, and, except as otherwise expressly provided in this subsection 2.9,
performance by Company of its obligations under this Agreement and the other
Loan Documents shall not be excused or otherwise modified, as a result of any
Funding Default or the operation of this subsection 2.9. The rights and
remedies against a Defaulting Lender under this subsection 2.9 are in
addition to other rights and remedies which Company may have against such
Defaulting Lender with respect to any Funding Default and which
Administrative Agent or any Lender may have against such Defaulting Lender
with respect to any Funding Default.

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2.10     REMOVAL OR REPLACEMENT OF A LENDER.

                  A.       Anything contained in this Agreement to the contrary
notwithstanding, in the event that:

                  (i)      (a) any Lender (an "INCREASED-COST LENDER") shall
                  give notice to Company that such Lender is an Affected Lender
                  or that such Lender is entitled to receive payments under
                  subsection 2.7 or subsection 3.6, (b) the circumstances which
                  have caused such Lender to be an Affected Lender or which
                  entitle such Lender to receive such payments shall remain in
                  effect, and (c) such Lender shall fail to withdraw such notice
                  within five Business Days after Company's request for such
                  withdrawal; or

                  (ii)     (a) any Lender shall become a Defaulting Lender, (b)
                  the Default Period for such Defaulting Lender shall remain in
                  effect, and (c) such Defaulting Lender shall fail to cure the
                  default as a result of which it has become a Defaulting Lender
                  within five Business Days after Company's request that it cure
                  such default; or

                  (iii)    (a) in connection with any proposed amendment,
                  modification, termination, waiver or consent with respect to
                  any of the provisions of this Agreement as contemplated by
                  clauses (i) through (iv) of the first proviso to subsection
                  10.6A, the consent of Requisite Lenders shall have been
                  obtained but the consent of one or more of such other Lenders
                  (each a "NON-CONSENTING LENDER") whose consent is required
                  shall not have been obtained, and (b) the failure to obtain
                  Non-Consenting Lenders' consents does not result solely from
                  the exercise of Non-Consenting Lenders' rights (and the
                  withholding of any required consents by Non-Consenting
                  Lenders) pursuant to the second proviso to subsection 10.6A;

then, and in each such case, Company shall have the right, at its option, to
remove or replace the applicable Increased-Cost Lender, Defaulting Lender or
Non-Consenting Lender (the "Terminated Lender") to the extent permitted by
subsection 2.10B.

                  B.       Company may, by giving written notice to
Administrative Agent and any Terminated Lender of its election to do so:

                  (i)      elect to (a) terminate the Revolving Loan Commitment,
                  if any, of such Terminated Lender upon receipt by such
                  Terminated Lender of such notice and (b) prepay on the date of
                  such termination any outstanding Loans made by such Terminated
                  Lender, together with accrued and unpaid interest thereon and
                  any other amounts payable to such Terminated Lender hereunder
                  pursuant to subsection 2.6, subsection 2.7 or subsection 3.6
                  or otherwise; PROVIDED that, in the event such Terminated
                  Lender has any Loans outstanding at the time of such
                  termination, the written consent of Administrative Agent and
                  Requisite Lenders

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                  (which consent shall not be unreasonably withheld or delayed)
                  shall be required in order for Company to make the election
                  set forth in this clause (i); or

                  (ii)     elect to cause such Terminated Lender (and such
                  Terminated Lender hereby irrevocably agrees) to assign its
                  outstanding Loans and its Revolving Loan Commitment, if any,
                  in full to one or more Eligible Assignees (each a "REPLACEMENT
                  LENDER") in accordance with the provisions of subsection
                  10.1B; PROVIDED that (a) on the date of such assignment,
                  Company shall pay any amounts payable to such Terminated
                  Lender pursuant to subsection 2.6, subsection 2.7 or
                  subsection 3.6 or otherwise as if it were a prepayment and (b)
                  in the event such Terminated Lender is a Non-Consenting
                  Lender, each Replacement Lender shall consent, at the time of
                  such assignment, to each matter in respect of which such
                  Terminated Lender was a Non-Consenting Lender;

PROVIDED that (X) Company may not make either of the elections set forth in
clauses (i) or (ii) above with respect to any Non-Consenting Lender unless
Company also makes one of such elections with respect to each other Terminated
Lender which is a Non-Consenting Lender and (Y) Company may not make either of
such elections with respect to any Terminated Lender that is an Issuing Lender
unless, prior to the effectiveness of such election, Company shall have caused
each outstanding Letter of Credit issued by such Issuing Lender to be cancelled.

                  C.   Upon the prepayment of all amounts owing to any
Terminated Lender and the termination of such Terminated Lender's Revolving Loan
Commitment, if any, pursuant to clause (i) of subsection 2.10B, (i) SCHEDULE 2.1
shall be deemed modified to reflect any corresponding changes in the Revolving
Loan Commitments and (ii) such Terminated Lender shall no longer constitute a
"Lender" for purposes of this Agreement; PROVIDED that any rights of such
Terminated Lender to indemnification under this Agreement (including under
subsections 2.6D, 2.7, 3.6, 10.2 and 10.3) shall survive as to such Terminated
Lender.

SECTION 3. LETTERS OF CREDIT

3.1      ISSUANCE OF LETTERS OF CREDIT AND LENDERS' PURCHASE OF PARTICIPATIONS
         THEREIN.

                  A.   LETTERS OF CREDIT. In addition to Company requesting
that Lenders make Revolving Loans pursuant to subsection 2.1A(iv) and that Swing
Line Lender make Swing Line Loans pursuant to subsection 2.1A(v), Company may
request, in accordance with the provisions of this subsection 3.1, from time to
time during the period from the Closing Date to (and including) the thirtieth
(30th) day prior to the Revolving Loan Commitment Termination Date, that one or
more Lenders issue Letters of Credit for the account of Company for the purposes
specified in the definitions of Commercial Letters of Credit and Standby Letters
of Credit. Subject to the terms and conditions of this Agreement and in reliance
upon the representations and warranties of Company herein set forth, any one or
more Lenders may, but (except as provided in subsection 3.1B(ii)) shall not be
obligated to, issue such Letters of Credit in accordance with the provisions of
this subsection 3.1; PROVIDED that Company shall not request that any Lender
issue (and no Lender shall issue):

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                  (i)      any Letter of Credit if, after giving effect to such
                  issuance, the Total Utilization of Revolving Loan Commitments
                  would exceed the Revolving Loan Commitments then in effect;

                  (ii)     any Letter of Credit if, after giving effect to such
                  issuance, the Letter of Credit Usage would exceed $20,000,000
                  (any amount which is denominated in a currency other than
                  Dollars being determined by reference to the applicable
                  Exchange Rate for such currency as at any date of
                  determination);

                  (iii)    any Standby Letter of Credit having an expiration
                  date later than the earlier of (a) five Business Days prior to
                  the Revolving Loan Commitment Termination Date and (b) the
                  date which is one year from the date of issuance of such
                  Standby Letter of Credit; provided that the immediately
                  preceding clause (b) shall not prevent any Issuing Lender from
                  agreeing that a Standby Letter of Credit will automatically be
                  extended for one or more successive periods not to exceed one
                  year each unless such Issuing Lender elects not to extend for
                  any such additional period; and provided, further that such
                  Issuing Lender shall elect not to extend such Standby Letter
                  of Credit if it has been notified by Administrative Agent that
                  an Event of Default has occurred and is continuing (and has
                  not been waived in accordance with subsection 10.6) at the
                  time such Issuing Lender must elect whether or not to allow
                  such extension;

                  (iv)     any Commercial Letter of Credit having an expiration
                  date (a) later than the earlier of (X) the date which is 30
                  days prior to the Revolving Loan Commitment Termination Date
                  and (Y) the date which is 180 days from the date of issuance
                  of such Commercial Letter of Credit or (b) that is otherwise
                  unacceptable to the applicable Issuing Lender in its
                  reasonable discretion; or

                  (v)      any Letter of Credit that does not provide for sight
                  payment.

                  B.       MECHANICS OF ISSUANCE.

                  (i)      REQUEST FOR ISSUANCE. Whenever Company desires the
                  issuance of a Letter of Credit, it shall deliver to
                  Administrative Agent a Request for Issuance of Letter of
                  Credit in the form of EXHIBIT III annexed hereto no later than
                  12:00 Noon (New York City time) at least three Business Days
                  (in the case of Standby Letters of Credit) or five Business
                  Days (in the case of Commercial Letters of Credit), or in each
                  case such shorter period as may be agreed to by the Issuing
                  Lender in any particular instance, in advance of the proposed
                  date of issuance. The Request for Issuance of Letter of Credit
                  shall specify (a) the proposed date of issuance (which shall
                  be a Business Day), (b) whether the Letter of Credit is to be
                  a Standby Letter of Credit or a Commercial Letter of Credit,
                  (c) the face amount of the Letter of Credit expressed in
                  Dollars or in a currency other than Dollars, (d) the
                  expiration date of the Letter of Credit, (e) the name and
                  address of the beneficiary, and (f) either the verbatim text
                  of the proposed Letter of Credit or the proposed terms and
                  conditions thereof, including a precise description of any
                  documents to be

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<PAGE>

                  presented by the beneficiary which, if presented by the
                  beneficiary in substantial compliance with the terms and
                  conditions of the Letter of Credit on or prior to the
                  expiration date of the Letter of Credit, would require
                  the Issuing Lender to make payment under the Letter of
                  Credit; PROVIDED that the Issuing Lender, in its reasonable
                  discretion, may require changes in the text of the proposed
                  Letter of Credit or any such documents.

                           Company shall notify the applicable Issuing Lender
                  (and Administrative Agent, if Administrative Agent is not such
                  Issuing Lender) prior to the issuance of any Letter of Credit
                  in the event that any of the matters to which Company is
                  required to certify in the applicable Request for Issuance of
                  Letter of Credit is no longer true and correct as of the
                  proposed date of issuance of such Letter of Credit, and upon
                  the issuance of any Letter of Credit Company shall be deemed
                  to have re-certified, as of the date of such issuance, as to
                  the matters to which Company is required to certify in the
                  applicable Request for Issuance of Letter of Credit.

                  (ii)     DETERMINATION OF ISSUING LENDER. Upon receipt by
                  Administrative Agent of a Request for Issuance of Letter of
                  Credit pursuant to subsection 3.1B(i) requesting the issuance
                  of a Letter of Credit, in the event Administrative Agent
                  elects to issue such Letter of Credit, Administrative Agent
                  shall promptly so notify Company, and Administrative Agent
                  shall be the Issuing Lender with respect thereto. In the event
                  that Administrative Agent, in its sole discretion, elects not
                  to issue such Letter of Credit, Administrative Agent shall
                  promptly so notify Company, whereupon Company may request any
                  other Lender to issue such Letter of Credit by delivering to
                  such Lender a copy of the applicable Request for Issuance of
                  Letter of Credit. Any Lender so requested to issue such Letter
                  of Credit shall promptly notify Company and Administrative
                  Agent whether or not, in its sole discretion, it has elected
                  to issue such Letter of Credit, and any such Lender which so
                  elects to issue such Letter of Credit shall be the Issuing
                  Lender with respect thereto. In the event that all other
                  Lenders shall have declined to issue such Letter of Credit,
                  notwithstanding the prior election of Administrative Agent not
                  to issue such Letter of Credit, Administrative Agent shall be
                  obligated to issue such Letter of Credit and shall be the
                  Issuing Lender with respect thereto, notwithstanding the fact
                  that the Letter of Credit Usage with respect to such Letter of
                  Credit and with respect to all other Letters of Credit issued
                  by Administrative Agent, when aggregated with Administrative
                  Agent's outstanding Revolving Loans and Swing Line Loans, may
                  exceed Administrative Agent's Revolving Loan Commitment then
                  in effect; PROVIDED that Administrative Agent shall not be
                  obligated to issue any Letter of Credit denominated in a
                  foreign currency which in the judgment of Administrative Agent
                  is not readily and freely available.

                           Company shall notify the applicable Issuing Lender
                  (and Administrative Agent, if Administrative Agent is not such
                  Issuing Lender) prior to the issuance of any Letter of Credit
                  in the event that any of the matters to which Company is

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                  required to certify in the applicable Request for Issuance of
                  Letter of Credit is no longer true and correct as of the
                  proposed date of issuance of such Letter of Credit, and upon
                  the issuance of any Letter of Credit Company shall be deemed
                  to have re-certified, as of the date of such issuance, as to
                  the matters to which Company is required to certify in the
                  applicable Request for Issuance of Letter of Credit.

                  (iii)    ISSUANCE OF LETTER OF CREDIT. Upon satisfaction or
                  waiver (in accordance with subsection 10.6) of the conditions
                  set forth in subsection 4.3, the Issuing Lender shall issue
                  the requested Letter of Credit in accordance with the Issuing
                  Lender's standard operating procedures.

                  (iv)     NOTIFICATION TO LENDERS REGARDING STANDBY LETTERS OF
                  CREDIT. Upon the issuance of or any amendment to any Standby
                  Letter of Credit, the applicable Issuing Lender shall promptly
                  notify Administrative Agent of such issuance or such
                  amendment, which notice shall be accompanied by a copy of such
                  Standby Letter of Credit or such amendment, as the case may
                  be. Promptly after receipt of such notice (or, if
                  Administrative Agent is the Issuing Lender, together with such
                  notice), Administrative Agent shall notify each Lender of such
                  issuance or amendment, together with the amount of such
                  Lender's respective participation in such Standby Letter of
                  Credit, determined in accordance with subsection 3.1C. In
                  addition, on the first Business Day of each calendar month
                  each Issuing Lender shall deliver to Administrative Agent and
                  each Lender a report setting forth the maximum aggregate
                  amount which is at or any time thereafter may become available
                  for drawing under all Standby Letters of Credit issued by such
                  Issuing Lender then outstanding (any amount which is
                  denominated in a currency other than Dollars being determined
                  by reference to the applicable Exchange Rate for such currency
                  as at such date), and identifying each Standby Letter of
                  Credit issued by such Issuing Lender, the maximum amount that
                  may become available thereunder ) and, in the case of each
                  Standby Letter of Credit that is not denominated in Dollars,
                  the applicable Exchange Rate for such Letter of Credit as at
                  such date. Upon the request of any Lender, Administrative
                  Agent shall furnish to such lender copies of any Standby
                  Letter of Credit or any amendment thereto.

                  (v)      REPORTS TO ADMINISTRATIVE AGENT AND LENDERS REGARDING
                  COMMERCIAL LETTERS OF CREDIT. Each Issuing Lender (other than
                  Administrative Agent) with respect to any Commercial Letter of
                  Credit shall deliver to Administrative Agent, by telefacsimile
                  transmission on the first Business Day of each week, a report
                  setting forth the daily aggregate amount available for drawing
                  during the immediately preceding week under all outstanding
                  Commercial Letters of Credit issued by such Issuing Lender.
                  Within 15 days after the end of each calendar month ending
                  after the Closing Date, so long as any Commercial Letter of
                  Credit shall have been outstanding during such calendar month,
                  Administrative Agent shall deliver to each Lender a report
                  setting forth for such calendar month the daily aggregate
                  amount available to be drawn under all Commercial Letters of
                  Credit that were outstanding during such calendar month.


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<PAGE>

                  C.  LENDERS' PURCHASE OF PARTICIPATIONS IN LETTERS OF
CREDIT.  Immediately upon the issuance of each Letter of Credit, each Lender
shall be deemed to, and hereby agrees to, have irrevocably purchased from the
Issuing Lender a participation in such Letter of Credit and any drawings
thereunder in an amount equal to such Lender's Pro Rata Share of the maximum
amount which is or at any time may become available to be drawn thereunder. Upon
satisfaction of the conditions set forth in subsection 4.1, the Existing Letters
of Credit shall, effective as of the Closing Date, become Letters of Credit
under this Agreement to the same extent as if initially issued hereunder and
each Lender shall be deemed to have irrevocably purchased from the Issuing
Lender of such Existing Letters of Credit a participation in such Letters of
Credit and drawings thereunder in an amount equal to such Lender's Pro Rata
Share of the maximum amount which is or at any time may become available to be
drawn thereunder. All such Existing Letters of Credit which become Letters of
Credit under this Agreement shall be fully secured by the Collateral commencing
on the Closing Date to the same extent as if initially issued hereunder on such
date.

3.2  LETTER OF CREDIT FEES.

                  Company agrees to pay the following amounts with respect to
Letters of Credit issued hereunder:

                  (i)   with respect to each Standby Letter of Credit, (a) a
                  fronting fee, payable directly to the applicable Issuing
                  Lender for its own account, equal to the greater of (X) $500
                  per year per Standby Letter of Credit and (Y) 0.125% per annum
                  MULTIPLIED BY the daily amount available to be drawn under
                  such Letter of Credit and (b) a letter of credit fee, payable
                  to Administrative Agent for the account of Lenders, equal to
                  the Applicable Tranche A LIBOR Margin MINUS 0.125% per annum
                  MULTIPLIED BY the daily amount available to be drawn under
                  such Letter of Credit, each such fronting fee or letter of
                  credit fee to be payable in arrears on and to (but excluding)
                  each March 15, June 15, September 15 and December 15 of each
                  year and on the Revolving Loan Commitment Termination Date, in
                  each case computed on the basis of a 360-day year for the
                  actual number of days elapsed;

                  (ii)  with respect to each Commercial Letter of Credit, (a)
                  a fronting fee, payable directly to the applicable Issuing
                  Lender for its own account in such amount as may be agreed
                  upon between Company and such Issuing Lender from time to
                  time; PROVIDED that in no event shall such fronting fee with
                  respect to any Commercial Letter of Credit be greater than the
                  amount which would be payable to such Issuing Lender had such
                  Commercial Letter of Credit been a Standby Letter of Credit,
                  and (b) a letter of credit fee, payable to Administrative
                  Agent for the account of Lenders, equal to the Applicable
                  Tranche A LIBOR Margin MINUS the fronting fee referred to in
                  subclause (a) in this clause (ii) (expressed as a percentage
                  per annum) MULTIPLIED BY the daily amount available to be
                  drawn under such Letter of Credit, each such fronting fee or
                  letter of credit fee to be payable in arrears on and to (but
                  excluding) each March 15, June 15, September 15 and December
                  15 of each year and on the Revolving Loan Commitment


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<PAGE>

                  Termination Date, in each case computed on the basis of a
                  360-day year for the actual number of days elapsed; and

                  (iii)  with respect to the issuance, amendment or transfer
                  of each Letter of Credit and each payment of a drawing made
                  thereunder (without duplication of the fees payable under
                  clause (i) or (ii) above), customary documentary and
                  processing charges payable directly to the applicable Issuing
                  Lender for its own account in accordance with such Issuing
                  Lender's standard schedule for such charges in effect at the
                  time of such issuance, amendment, transfer or payment, as the
                  case may be.

For purposes of calculating any fees payable under clause (i) or (ii) of this
subsection 3.2, (1) the daily amount available to be drawn under any Letter of
Credit shall be determined as of the close of business on any date of
determination and (2) any amount described in such clauses which is denominated
in a currency other than Dollars shall be valued based on the applicable
Exchange Rate for such currency as of the applicable date of determination.
Promptly upon receipt by Administrative Agent of any amount described in clause
(i)(b) or (ii)(b) of this subsection 3.2, Administrative Agent shall distribute
to each Lender its Pro Rata Share of such amount. With respect to Existing
Letters of Credit, the fees described in clauses (i) and (ii) above shall accrue
from and including the Closing Date.

3.3  DRAWINGS AND REIMBURSEMENT OF AMOUNTS PAID UNDER LETTERS OF CREDIT.

                  A.  RESPONSIBILITY OF ISSUING LENDER WITH RESPECT TO
DRAWINGS.  In determining whether to honor any drawing under any Letter of
Credit by the beneficiary thereof, the Issuing Lender shall be responsible
only to examine the documents delivered under such Letter of Credit with
reasonable care so as to ascertain whether they appear on their face to be in
substantial compliance with the terms and conditions of such Letter of Credit.

                  B.  REIMBURSEMENT BY COMPANY OF AMOUNTS PAID UNDER
LETTERS OF CREDIT.  In the event an Issuing Lender has determined to honor a
drawing under a Letter of Credit issued by it, such Issuing Lender shall
immediately notify Company and Administrative Agent, and Company shall reimburse
such Issuing Lender on or before the Business Day on which the Issuing Lender
honors such drawing (the "REIMBURSEMENT DATE") in an amount in Dollars (which
amount, in the case of a drawing under a Letter of Credit which is denominated
in a currency other than Dollars, shall be calculated by reference to the
applicable Exchange Rate) and in same day funds equal to the amount of such
drawing; PROVIDED that, anything contained in this Agreement to the contrary
notwithstanding, (i) unless Company shall have notified Administrative Agent and
such Issuing Lender prior to 11:00 A.M. (New York City time) on the date such
drawing is made that Company intends to reimburse such Issuing Lender for the
amount of such drawing with funds other than the proceeds of Revolving Loans,
Company shall be deemed to have given a timely Notice of Borrowing to
Administrative Agent requesting Lenders to make Revolving Loans that are Base
Rate Loans on the Reimbursement Date in an amount in Dollars (which amount, in
the case of a drawing under a Letter of Credit which is denominated in a
currency other than Dollars, shall be calculated by reference to the applicable
Exchange Rate) equal to the amount of such drawing and (ii) subject to
satisfaction or waiver of


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the conditions specified in subsection 4.2B, Lenders shall, on the
Reimbursement Date, make Revolving Loans that are Base Rate Loans in the
amount of such drawing, the proceeds of which shall be applied directly by
Administrative Agent to reimburse such Issuing Lender for the amount of such
drawing; and PROVIDED, FURTHER that if for any reason proceeds of Revolving
Loans are not received by such Issuing Lender on the Reimbursement Date in an
amount equal to the amount of such drawing, Company shall reimburse such
Issuing Lender, on demand, in an amount in same day funds equal to the excess
of the amount of such drawing over the aggregate amount of such Revolving
Loans, if any, which are so received. Nothing in this subsection 3.3B shall
be deemed to relieve any Lender from its obligation to make Revolving Loans
on the terms and conditions set forth in this Agreement, and Company shall
retain any and all rights it may have against any Lender resulting from the
failure of such Lender to make such Revolving Loans under this subsection 3.3B.

                  C.    PAYMENT BY LENDERS OF UNREIMBURSED AMOUNTS PAID UNDER
LETTERS OF CREDIT.

                  (i)   PAYMENT BY LENDERS.  In the event that Company shall
                  fail for any reason to reimburse any Issuing Lender as
                  provided in subsection 3.3B in an amount (calculated, in the
                  case of any drawing under a Letter of Credit denominated in a
                  currency other than Dollars, by reference to the applicable
                  Exchange Rate) equal to the amount of any drawing honored by
                  such Issuing Lender under a Letter of Credit issued by it,
                  such Issuing Lender shall promptly notify each other Lender of
                  the unreimbursed amount of such drawing and of such other
                  Lender's respective participation therein based on such
                  Lender's Pro Rata Share. Each Lender shall make available to
                  such Issuing Lender an amount equal to its respective
                  participation, in Dollars and in same day funds, at the office
                  of such Issuing Lender specified in such notice, not later
                  than 12:00 Noon (New York City time) on the first business day
                  (under the laws of the jurisdiction in which such office of
                  such Issuing Lender is located) after the date notified by
                  such Issuing Lender. In the event that any Lender fails to
                  make available to such Issuing Lender on such business day the
                  amount of such Lender's participation in such Letter of Credit
                  as provided in this subsection 3.3C, such Issuing Lender shall
                  be entitled to recover such amount on demand from such Lender
                  together with interest thereon at the Federal Funds Effective
                  Rate for three Business Days and thereafter at the Base Rate.
                  Nothing in this subsection 3.3C shall be deemed to prejudice
                  the right of any Lender to recover from any Issuing Lender any
                  amounts made available by such Lender to such Issuing Lender
                  pursuant to this subsection 3.3C in the event that it is
                  determined by the final judgment of a court of competent
                  jurisdiction that the payment with respect to a Letter of
                  Credit by such Issuing Lender in respect of which payment was
                  made by such Lender constituted gross negligence or willful
                  misconduct on the part of such Issuing Lender.

                  (ii)  DISTRIBUTION TO LENDERS OF REIMBURSEMENTS RECEIVED
                  FROM COMPANY.  In the event any Issuing Lender shall have been
                  reimbursed by other Lenders pursuant to subsection 3.3C(i) for
                  all or any portion of any drawing honored by


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<PAGE>

                  such Issuing Lender under a Letter of Credit issued by it,
                  such Issuing Lender shall distribute to each other Lender
                  which has paid all amounts payable by it under subsection
                  3.3C(i) with respect to such drawing such other Lender's Pro
                  Rata Share of all payments subsequently received by such
                  Issuing Lender from Company in reimbursement of such drawing
                  when such payments are received. Any such distribution shall
                  be made to a Lender at its primary address set forth below
                  its name on the appropriate signature page hereof or at such
                  other address as such Lender may request.

                  D.    INTEREST ON AMOUNTS PAID UNDER LETTERS OF CREDIT.

                  (i)   PAYMENT OF INTEREST BY COMPANY.  Company agrees to pay
                  to each Issuing Lender, with respect to drawings honored under
                  any Letters of Credit issued by it, interest on the amount
                  paid by such Issuing Lender in respect of each such drawing
                  from the date such drawing is honored to but excluding the
                  date such amount is reimbursed by Company (including any such
                  reimbursement out of the proceeds of Revolving Loans pursuant
                  to subsection 3.3B) at a rate equal to (a) for the period from
                  the date such drawing is honored to but excluding the
                  Reimbursement Date, the rate then in effect under this
                  Agreement with respect to Revolving Loans that are Base Rate
                  Loans and (b) thereafter, a rate which is 2% per annum in
                  excess of the rate of interest otherwise payable under this
                  Agreement with respect to Revolving Loans that are Base Rate
                  Loans. Interest payable pursuant to this subsection 3.3D(i)
                  shall be computed in the manner specified in subsection 2.2F
                  for the computation of interest on Base Rate Loans and shall
                  be payable on demand or, if no demand is made, on the date on
                  which the related drawing under a Letter of Credit is
                  reimbursed in full.

                  (ii)  DISTRIBUTION OF INTEREST PAYMENTS BY ISSUING LENDER.
                  Promptly upon receipt by any Issuing Lender of any payment of
                  interest pursuant to subsection 3.3D(i) with respect to a
                  drawing honored under a Letter of Credit issued by it, (a)
                  such Issuing Lender shall distribute to each other Lender, out
                  of the interest received by such Issuing Lender in respect of
                  the period from the date such drawing is honored to but
                  excluding the date on which such Issuing Lender is reimbursed
                  for the amount of such drawing (including any such
                  reimbursement out of the proceeds of Revolving Loans pursuant
                  to subsection 3.3B), the amount that such other Lender would
                  have been entitled to receive in respect of the letter of
                  credit fee that would have been payable in respect of such
                  Letter of Credit for such period pursuant to subsection 3.2 if
                  no drawing had been honored under such Letter of Credit, and
                  (b) in the event such Issuing Lender shall have been
                  reimbursed by other Lenders pursuant to subsection 3.3C(i) for
                  all or any portion of such honored drawing, such Issuing
                  Lender shall distribute to each other Lender which has paid
                  all amounts payable by it under subsection 3.3C(i) with
                  respect to such honored drawing such other Lender's Pro Rata
                  Share of any interest received by such Issuing Lender in
                  respect of that portion of such honored drawing so reimbursed
                  by other Lenders for the period from the date on which such
                  Issuing Lender was so reimbursed by other Lenders to but
                  excluding the date


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<PAGE>

                  on which such portion of such honored drawing is reimbursed
                  by Company. Any such distribution shall be made to a Lender
                  at its primary address set forth below its name on the
                  appropriate signature page hereof or at such other address as
                  such Lender may request.

3.4  OBLIGATIONS ABSOLUTE.

                  The obligation of Company to reimburse each Issuing Lender
for drawings honored under the Letters of Credit issued by it and to repay
any Revolving Loans made by Lenders pursuant to subsection 3.3B and the
obligations of Lenders under subsection 3.3C(i) shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances including any of the following
circumstances:

                  (i)    any lack of validity or enforceability of any Letter
                  of Credit;

                  (ii)   the existence of any claim, set-off, defense or other
                  right which Company or any Lender may have at any time against
                  a beneficiary or any transferee of any Letter of Credit (or
                  any Persons for whom any such transferee may be acting), any
                  Issuing Lender or other Lender or any other Person or, in the
                  case of a Lender, against Company, whether in connection with
                  this Agreement, the transactions contemplated herein or any
                  unrelated transaction (including any underlying transaction
                  between Company or one of its Subsidiaries and the beneficiary
                  for which any Letter of Credit was procured);

                  (iii)  any draft or other document presented under any
                  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;

                  (iv)   payment by the applicable Issuing Lender under any
                  Letter of Credit against presentation of a draft or other
                  document which does not substantially comply with the terms of
                  such Letter of Credit;

                  (v)    any adverse change in the business, operations,
                  properties, assets, condition (financial or otherwise) or
                  prospects of Company or any of its Subsidiaries;

                  (vi)   any breach of this Agreement or any other Loan
                  Document by any party thereto;

                  (vii)  any other circumstance or happening whatsoever,
                  whether or not similar to any of the foregoing; or

                  (viii) the fact that an Event of Default or a Potential
                  Event of Default shall have occurred and be continuing;


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<PAGE>

PROVIDED, in each case, that payment by the applicable Issuing Lender under
the applicable Letter of Credit shall not have constituted gross negligence
or willful misconduct of such Issuing Lender under the circumstances in
question.

3.5  INDEMNIFICATION; NATURE OF ISSUING LENDERS' DUTIES.

                  A.  INDEMNIFICATION.  In addition to amounts payable as
provided in subsection 3.6, Company hereby agrees to protect, indemnify, pay and
save harmless each Issuing Lender from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of counsel and allocated costs of internal
counsel) which such Issuing Lender may incur or be subject to as a consequence,
direct or indirect, of (i) the issuance of any Letter of Credit by such Issuing
Lender, other than as a result of (a) the gross negligence or willful misconduct
of such Issuing Lender as determined by a final judgment of a court of competent
jurisdiction or (b) subject to the following clause (ii), the wrongful dishonor
by such Issuing Lender of a proper demand for payment made under any Letter of
Credit issued by it or (ii) the failure of such Issuing Lender to honor a
drawing under any such Letter of Credit as a result of any act or omission,
whether rightful or wrongful, of any present or future de jure or de facto
government or governmental authority (all such acts or omissions herein called
"GOVERNMENTAL ACTS").

                  B.  NATURE OF ISSUING LENDERS' DUTIES.  As between Company
and any Issuing Lender, Company assumes all risks of the acts and omissions of,
or misuse of the Letters of Credit issued by such Issuing Lender by, the
respective beneficiaries of such Letters of Credit. In furtherance and not in
limitation of the foregoing, such Issuing Lender shall not be responsible for:
(i) the form, validity, sufficiency, accuracy, genuineness or legal effect of
any document submitted by any party in connection with the application for and
issuance of any such Letter of Credit, even if it should in fact prove to be in
any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) the validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such 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; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph,
telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of such Issuing Lender, including any Governmental Acts, and none of the
above shall affect or impair, or prevent the vesting of, any of such Issuing
Lender's rights or powers hereunder.

                  In furtherance and extension and not in limitation of the
specific provisions set forth in the first paragraph of this subsection 3.5B,
any action taken or omitted by any Issuing Lender under or in connection with
the Letters of Credit issued by it or any documents and certificates
delivered thereunder, if taken or omitted in good faith, shall not put such
Issuing Lender under any resulting liability to Company.


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<PAGE>

                  Notwithstanding anything to the contrary contained in this
subsection 3.5, Company shall retain any and all rights it may have against
any Issuing Lender for any liability arising solely out of the gross
negligence or willful misconduct of such Issuing Lender.

3.6  INCREASED COSTS AND TAXES RELATING TO LETTERS OF CREDIT.

                  Subject to the provisions of subsection 2.7B (which shall
be controlling with respect to the matters covered thereby), in the event
that any Issuing Lender or Lender shall reasonably determine (which
determination shall, absent clearly demonstrable error, be final and
conclusive and binding upon all parties hereto) that the introduction or
adoption (after the date hereof) of any law, treaty or governmental rule,
regulation or order, or that any change (after the date hereof) therein or in
the interpretation, administration or application thereof, or that any
determination (after the date hereof) by a court or governmental authority,
or that compliance by any Issuing Lender or Lender with any guideline,
request or directive issued or made (after the date hereof) by any central
bank or other governmental or quasi-governmental authority (whether or not
having the force of law), in any such case:

                  (i)   subjects such Issuing Lender or Lender (or its
                  applicable lending or letter of credit office) to any
                  additional Tax (other than any Tax on the overall net income
                  of such Issuing Lender or Lender) with respect to the issuing
                  or maintaining of any Letters of Credit or the purchasing or
                  maintaining of any participations therein or any other
                  obligations under this Section 3, whether directly or by such
                  being imposed on or suffered by any particular Issuing Lender;

                  (ii)  imposes, modifies or holds applicable any reserve
                  (including any marginal, emergency, supplemental, special or
                  other reserve), special deposit, compulsory loan, FDIC
                  insurance or similar requirement in respect of any Letters of
                  Credit issued by any Issuing Lender or participations therein
                  purchased by any Lender; or

imposes any other condition (other than with respect to a Tax matter) on or
affecting such Issuing Lender or Lender (or its applicable lending or letter of
credit office) regarding this Section 3 or any Letter of Credit or any
participation therein;and the result of any of the foregoing is to increase the
cost to such Issuing Lender or Lender of agreeing to issue, issuing or
maintaining any Letter of Credit or agreeing to purchase, purchasing or
maintaining any participation therein or to reduce any amount received or
receivable by such Issuing Lender or Lender (or its applicable lending or letter
of credit office) with respect thereto; then, in any case, Company shall pay to
such Issuing Lender or Lender, promptly after receipt of the statement referred
to in the next sentence, such additional amount or amounts as may be necessary
to compensate such Issuing Lender or Lender for any such increased cost or
reduction in amounts received or receivable hereunder. Such Issuing Lender or
Lender shall deliver to Company (with a copy to Administrative Agent) a written
statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Issuing Lender or Lender under this subsection
3.6, which statement shall be conclusive and binding upon all parties hereto
absent clearly demonstrable error.


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<PAGE>

SECTION 4.  CONDITIONS TO LOANS AND LETTERS OF CREDIT

                  The obligations of Lenders to make Loans and the issuance
of Letters of Credit hereunder are subject to the satisfaction of the
following conditions.

4.1  CONDITIONS TO INITIAL LOANS.

                  The obligations of Lenders to make the initial Term Loans
to be made on the Closing Date and the issuance of any Letters of Credit to
be issued on the Closing Date are, in addition to the conditions precedent
specified in subsection 4.2 (in the case of any such Loans) or 4.3 (in the
case of any such Letters of Credit), subject to prior or concurrent
satisfaction of the following conditions:

                  A.  LOAN PARTY DOCUMENTS.  On or before the Closing Date,
Company shall, and shall cause each other Loan Party to, deliver to Lenders
(or to Administrative Agent for Lenders with sufficient originally executed
copies, where appropriate, for each Lender and its counsel) the following
with respect to Company or such Loan Party, as the case may be, each, unless
otherwise noted, dated the Closing Date:

                  (i)    Certified copies of the Certificate or Articles of
                  Incorporation or other appropriate organizational documents of
                  such Person, together with a good standing certificate from
                  the Secretary of State of its jurisdiction of incorporation or
                  formation and each other state in which such Person is
                  qualified as a foreign corporation, partnership or limited
                  liability company to do business and, to the extent generally
                  available, a certificate or other evidence of good standing as
                  to payment of any applicable franchise or similar taxes from
                  the appropriate taxing authority of each of such
                  jurisdictions, each dated a recent date prior to the Closing
                  Date;

                  (ii)   Copies of the Bylaws or similar organizational
                  documents of such Person, certified as of the Closing Date by
                  such Person's corporate secretary or an assistant secretary;

                  (iii)  Resolutions of the Board of Directors of such Person
                  approving and authorizing the execution, delivery and
                  performance of the Loan Documents and Related Agreements to
                  which it is a party, certified as of the Closing Date by the
                  corporate secretary or an assistant secretary of such Person
                  as being in full force and effect without modification or
                  amendment;

                  (iv)   Signature and incumbency certificates of the officers
                  of such Person executing the Loan Documents to which it is a
                  party; and

                  (v)    Executed originals of the Loan Documents to which
                  such Person is a party.


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<PAGE>

                  B.  NO MATERIAL ADVERSE EFFECT.  Since December 31, 1998,
no Material Adverse Effect (as defined in the Merger Agreement) shall have
occurred and be continuing.

                  C.  PROCEEDS OF DEBT AND EQUITY CAPITALIZATION OF NEWCO
AND COMPANY; REDEMPTION OF EXISTING PREFERRED STOCK.

                  (i)    EQUITY CAPITALIZATION OF NEWCO.  On or before the
                  Closing Date, the KKR Fund and its Affiliates shall have made,
                  directly or indirectly, an aggregate cash investment in Newco
                  in an amount equal to the Newco Equity Amount in exchange for
                  all of the outstanding common stock of Newco, and the existing
                  stockholders of Company and management of Company shall have
                  contributed $30,100,000 in Retained Shares and Rollover
                  Management Options. Company shall have delivered to
                  Administrative Agent an Officer's Certificate, in form and
                  substance satisfactory to Administrative Agent, to the effect
                  set forth in this subsection 4.1C(i).

                  (ii)   REDEMPTION OF EXISTING PREFERRED STOCK.  On or before
                  the Closing Date, Company shall have redeemed all of the
                  outstanding Existing Preferred Stock for an aggregate
                  redemption payment not exceeding $21,600,000 in accordance
                  with the provisions of the Existing Preferred Stock
                  Certificate of Designation and the Merger Agreement. Company
                  shall have delivered to Administrative Agent an Officer's
                  Certificate, in form and substance satisfactory to
                  Administrative Agent, to the effect set forth in this
                  subsection 4.1C(ii).

                  (iii)  ISSUANCE OF BRIDGE NOTES BY COMPANY.  On or before the
                  Closing Date, (i) Company and the other parties thereto shall
                  have executed and delivered the Bridge Note Agreement and the
                  Bridge Notes, in each case all of the terms and conditions
                  (including without limitation with respect to interest rates,
                  amortization, maturity, representations and warranties,
                  covenants, subordination, remedies and events of default) of
                  which shall be as set forth in the bridge commitment letter
                  dated as of September 13, 1999 from the KKR Fund to Company
                  or, and all of the exhibits of which shall, be in form and
                  substance reasonably satisfactory to Agents; (ii) Company
                  shall have delivered to Administrative Agent a fully executed
                  or conformed copy of the Bridge Note Agreement (including all
                  exhibits and schedules thereto) and the Bridge Notes; and
                  (iii) Company shall have received not less than $260,000,000
                  (as such amount may be reduced by an aggregate principal
                  amount of Existing Senior Subordinated Notes not tendered and
                  purchased pursuant to the Tender Offer) in gross proceeds from
                  the issuance and sale of the Bridge Notes. Company shall have
                  delivered to Administrative Agent an Officer's Certificate, in
                  form and substance satisfactory to Administrative Agent, to
                  the effect set forth in this subsection 4.1C(iii).

                  D.  OTHER RELATED AGREEMENTS IN FULL FORCE AND EFFECT.
Administrative Agent shall have received a fully executed or conformed copy of
each of the other Related Agreements and any documents executed in connection
therewith. Each such Related


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<PAGE>

Agreement shall be in full force and effect and no provision thereof (other
than the Merger Agreement, which shall be governed by the terms of subsection
4.1F below) shall have been modified or waived in any respect determined by
Agents to be material, in each case without the consent of Agents.

                  E.  MATTERS RELATING TO EXISTING INDEBTEDNESS OF COMPANY
AND ITS SUBSIDIARIES.

                  (i)    TERMINATION OF EXISTING CREDIT AGREEMENT AND RELATED
                  LIENS; EXISTING LETTERS OF CREDIT.  On the Closing Date,
                  Company and its Subsidiaries shall have (a) repaid in full all
                  Indebtedness outstanding under the Existing Credit Agreement
                  (the principal amount of which shall not exceed $325,800,000),
                  (b) terminated any commitments to lend or make other
                  extensions of credit thereunder, (c) delivered to
                  Administrative Agent all documents or instruments necessary to
                  release all Liens securing Indebtedness or other obligations
                  of Company and its Subsidiaries thereunder, and (d) other than
                  with respect to Existing Letters of Credit, made arrangements
                  with respect to the cancellation or transfer of any letters of
                  credit outstanding thereunder or the issuance of Letters of
                  Credit to support the obligations of Company and its
                  Subsidiaries with respect thereto, in each case in form and
                  substance satisfactory to Agents and Lenders. Company shall
                  have delivered to Administrative Agent an Officer's
                  Certificate, in form and substance satisfactory to
                  Administrative Agent, to the effect set forth in this
                  subsection 4.1E(ii).

                  (ii)   DEFEASANCE OF THE EXISTING SENIOR SUBORDINATED NOTES
                  OR CONSENT SOLICITATION RELATING TO THE EXISTING SENIOR
                  SUBORDINATED NOTES AND CONSUMMATION OF TENDER OFFER.  On the
                  Closing Date, either (a) all of the outstanding Existing
                  Senior Subordinated Notes shall have been defeased or
                  discharged in accordance with the terms of the Existing Senior
                  Subordinated Note Indenture or (b) pursuant to the Consent
                  Solicitation, Company shall have obtained all such consents
                  and amendments with respect to the Existing Senior
                  Subordinated Note Indenture as may be required to permit the
                  consummation of the Recapitalization, the related financings
                  (including the incurrence of the Obligations hereunder) and
                  the other transactions contemplated by the Loan Documents, and
                  Company shall have accepted for repurchase all of the Existing
                  Senior Subordinated Notes tendered in the Tender Offer. In the
                  case of (b), Administrative Agent shall have received evidence
                  satisfactory to it that the amount of the Delayed-Draw Term
                  Loans is sufficient to pay the aggregate consideration in
                  connection with an optional redemption of the outstanding
                  Existing Floating Rate Senior Subordinated Notes not tendered
                  in the Tender Offer on December 15, 1999 (other than accrued
                  interest thereon).

                  (iii)  EXISTING INDEBTEDNESS TO REMAIN OUTSTANDING.
                  Administrative Agent shall have received an Officer's
                  Certificate of Company stating that, (a) after giving effect
                  to the transactions described in this subsection 4.1E, the
                  Indebtedness of Company and its Subsidiaries (other than
                  Indebtedness and unfunded credit


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<PAGE>

                  facilities under the Loan Documents and the Bridge Notes and
                  the portion of the Existing Senior Subordinated Notes, if any,
                  not tendered pursuant to the Tender Offer) shall consist of
                  approximately $28,100,000 in Capital Lease obligations and
                  Equipment Notes described in SCHEDULE 7.1 annexed hereto, and
                  (b) such Capital Lease obligations and Equipment Notes shall
                  not be subject to optional prepayment.

                  F.  CONSUMMATION OF RECAPITALIZATION.  (i) The Merger
Agreement shall not have been amended or supplemented (it being understood that
any further agreements or understandings among the parties thereto relating to
the Recapitalization, whether or not permitted or contemplated thereby, shall
constitute supplements thereto for purposes of this condition) and the
fulfillment of any conditions set forth therein shall not have been waived or
otherwise modified, in each case in any respect that is materially adverse to
the Lenders without the prior written consent of Agents; and (ii) the Merger
shall have become effective in accordance with the terms of the Merger Agreement
and the laws of the State of Delaware.

                  G.  SECURITY INTERESTS IN PLEDGED COLLATERAL.
Administrative Agent shall have received evidence satisfactory to it that
Company shall have taken or caused to be taken all such actions, executed and
delivered or caused to be executed and delivered all such agreements,
documents and instruments, and made or caused to be made all such
registrations, filings and recordings (other than the filing or recording of
items described in clause (iii) below) that may be necessary or, in the
opinion of Administrative Agent, desirable in order to create in favor of
Administrative Agent, for the benefit of Lenders, a valid and (upon such
filing and recording) perfected First Priority security interest in the
entire Pledged Collateral. Such actions shall include the following:

                  (i)    SCHEDULES TO PLEDGE AGREEMENT.  Delivery to
                  Administrative Agent of accurate and complete schedules to the
                  Pledge Agreement;

                  (ii)   STOCK CERTIFICATES.  Delivery to Administrative Agent
                  of certificates to the extent applicable (which certificates
                  shall be accompanied by irrevocable undated stock powers, duly
                  endorsed in blank and otherwise satisfactory in form and
                  substance to Administrative Agent) representing all capital
                  stock included in the Pledged Collateral; and

                  (iii)  UCC FINANCING STATEMENTS.  Delivery to Administrative
                  Agent of a UCC financing statement duly executed by Company
                  and the Subsidiary Guarantors with respect to certain
                  Collateral under the Pledge Agreement, for filing in the
                  jurisdiction where Company maintains its "chief executive
                  office" (as that term is defined in the UCC as in effect in
                  the State of New York).

                  H.  PRO FORMA BALANCE SHEET.  On or before the Closing
Date, Lenders shall have received from Company a pro forma consolidated balance
sheet of Company and its Subsidiaries as of the date of the most recent balance
sheet filed by Company with the SEC in connection with the Recapitalization,
prepared in accordance with GAAP and reflecting the consummation of the
Recapitalization, the related financings and the other transactions


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contemplated by the Loan Documents and the Related Agreements, which pro
forma financial statements shall be in form and substance reasonably
satisfactory to Lenders.

                  I.  SOLVENCY ASSURANCES.  On the Closing Date, Agents and
Lenders shall have received a Financial Condition Certificate dated the Closing
Date, substantially in the form of EXHIBIT XIV annexed hereto and with
appropriate attachments and in any event in form and substance reasonably
satisfactory to Agents demonstrating that, after giving effect to the
consummation of the Recapitalization, the related financings and the other
transactions contemplated by the Loan Documents and the Related Agreements,
Company will be solvent.

                  J.  OPINIONS OF COUNSEL TO LOAN PARTIES.  Lenders and
their respective counsel shall have received originally executed copies of one
or more favorable written opinions of (i) Russell D. Phillips, Jr., Esq.,
General Counsel for Company, and (ii) Latham & Watkins, special counsel for Loan
Parties, in each case dated as of the Closing Date and setting forth
substantially the matters in the opinions designated in EXHIBIT X annexed
hereto, and Company hereby requests such counsel for Loan Parties to deliver
such opinions.

                  K.  OPINIONS OF ADMINISTRATIVE AGENT'S COUNSEL.  Lenders
shall have received originally executed copies of one or more favorable written
opinions of O'Melveny & Myers, counsel to Administrative Agent, dated as of the
Closing Date, substantially in the form of EXHIBIT XI annexed hereto and as to
such other matters as Administrative Agent acting on behalf of Lenders may
reasonably request.

                  L.  OPINIONS OF COUNSEL DELIVERED UNDER RELATED
AGREEMENTS.  Administrative Agent and its counsel shall have received copies of
each of the opinions of counsel delivered to the parties under the Related
Agreements, together with a letter from each such counsel (if available)
authorizing Agents and Lenders to rely upon such opinion to the same extent as
though it were addressed to Agents and Lenders.

                  M.  FEES.  Company shall have paid to Agents, for
distribution (as appropriate) to Agents and Lenders, the fees payable on the
Closing Date referred to in subsection 2.3.

                  N.  REPRESENTATIONS AND WARRANTIES; PERFORMANCE OF
AGREEMENTS.  Company shall have delivered to Administrative Agent an Officer's
Certificate, in form and substance satisfactory to Administrative Agent, to the
effect that (i) the representations and warranties given by Company in Article
III of the Merger Agreement are true and correct in all material respects on and
as of the Closing Date to the same extent as though made on and as of that date
(or, to the extent such representations and warranties specifically relate to an
earlier date, that such representations and warranties were true, correct and
complete in all material respects on and as of such earlier date); and (ii) the
representations and warranties in subsections 5.1, 5.2, 5.8 and 5.11 are true
and correct in all material respects on and as of the Closing Date to the same
extent as though made on and as of that date (or, to the extent such
representations and warranties specifically relate to an earlier date, that such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date).


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<PAGE>

4.2  CONDITIONS TO ALL LOANS.

                  The obligations of Lenders to make Loans on each Funding
Date are subject to the following further conditions precedent:

                  A.  Administrative Agent shall have received on or before
that Funding Date, in accordance with the provisions of subsection 2.1B, an
executed Notice of Borrowing, in each case signed by the chief executive
officer, the chief financial officer or the treasurer of Company or by any
officer of Company designated by any of the above-described officers on behalf
of Company in a writing delivered to Administrative Agent; and

                  (i)   If such Funding Date is after the Closing Date, as of
                  that Funding Date, the representations and warranties
                  contained herein and in the other Loan Documents shall be true
                  and correct in all material respects on and as of that Funding
                  Date to the same extent as though made on and as of that date,
                  except to the extent such representations and warranties
                  specifically relate to an earlier date, in which case such
                  representations and warranties shall have been true and
                  correct in all material respects on and as of such earlier
                  date; and

                  (ii)  No event shall have occurred and be continuing or
                  would result from the consummation of the borrowing
                  contemplated by such Notice of Borrowing that would constitute
                  an Event of Default.

4.3  CONDITIONS TO LETTERS OF CREDIT.

                  The issuance of any Letter of Credit hereunder (whether or
not the applicable Issuing Lender is obligated to issue such Letter of
Credit) is subject to the following conditions precedent:

                  A.  On or before the date of issuance of such Letter of
Credit, Administrative Agent shall have received, in accordance with the
provisions of subsection 3.1B(i), an originally executed Request for Issuance of
Letter of Credit, in each case signed by the chief executive officer, the chief
financial officer or the treasurer of Company or by any officer of Company
designated by any of the above-described officers on behalf of Company in a
writing delivered to Administrative Agent, together with all other information
specified in subsection 3.1B(i); and

                  B.  On the date of issuance of such Letter of Credit, all
conditions precedent described in subsection 4.2B shall be satisfied to the same
extent as if the issuance of such Letter of Credit were the making of a Loan and
the date of issuance of such Letter of Credit were a Funding Date.

SECTION 5.  COMPANY'S REPRESENTATIONS AND WARRANTIES

                  In order to induce Lenders to enter into this Agreement and
to make the Loans, to induce Issuing Lenders to issue Letters of Credit and
to induce other Lenders to purchase participations therein, Company
represents and warrants to each Lender, on the date of this


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Agreement, on each Funding Date and on the date of issuance of each Letter of
Credit, that the following statements are true, correct and complete:

5.1  ORGANIZATION, POWERS, QUALIFICATION, GOOD STANDING, BUSINESS AND
     SUBSIDIARIES.

                  A.  ORGANIZATION AND POWERS.  Company and each Material
Subsidiary is an entity duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization as specified in SCHEDULE 5.1
annexed hereto and has all requisite organizational power and authority to own
and operate its properties and to carry on its business as now conducted and as
proposed to be conducted. Each Loan Party has all requisite organizational power
and authority to enter into the Loan Documents and Related Agreements to which
it is a party and to carry out the transactions contemplated thereby.

                  B.  QUALIFICATION AND GOOD STANDING.  Company and each
Material Subsidiary is qualified to do business and in good standing in every
jurisdiction where its assets are located and wherever necessary to carry out
its business and operations, except to the extent that the failure to be so
qualified or in good standing has not had and will not have a Material Adverse
Effect.

                  C.  SUBSIDIARIES.  All of the Subsidiaries and Unrestricted
Subsidiaries of Company as of the Closing Date are identified in SCHEDULE 5.1
annexed hereto and, to the best knowledge of Company, each Material
Subsidiary as of the Closing Date has been so designated on said SCHEDULE 5.1.

5.2  AUTHORIZATION OF BORROWING, ETC.

                  A.  AUTHORIZATION OF BORROWING.  The execution, delivery
and performance of the Loan Documents and the Related Agreements have been duly
authorized by all necessary corporate or other action on the part of each Loan
Party that is a party thereto.

                  B.  NO CONFLICT.  The execution, delivery and performance
by Loan Parties of the Loan Documents to which they are parties and the
consummation of the transactions contemplated by the Loan Documents and the
Related Agreements do not and will not (i) violate any provision of any material
law or any material governmental rule or regulation applicable to Company or any
of its Material Subsidiaries or any other Loan Party, the Certificate or
Articles of Incorporation or Bylaws (or equivalent constitutional documents) of
Company or any of its Subsidiaries, or any material order, judgment or decree of
any court or other agency of government binding on Company or any of its
Material Subsidiaries or any other Loan Party, (ii) conflict with, result in a
breach of or constitute (with due notice or lapse of time or both) a default
under any Contractual Obligation (other than the Existing Senior Subordinated
Note Indenture) of Company or any of its Material Subsidiaries or any other Loan
Party, or (iii) result in or require the creation or imposition of any Lien
under any such Contractual Obligation upon any of the properties or assets of
Company or any of its Subsidiaries (other than any Liens created under any of
the Loan Documents in favor of Administrative Agent on behalf of Lenders).


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<PAGE>

                  C.  GOVERNMENTAL CONSENTS.  The execution, delivery and
performance by Loan Parties of the Loan Documents to which they are parties and
the consummation of the transactions contemplated by the Loan Documents and the
Related Agreements do not and will not require any registration with, consent or
approval of, or notice to, or other action to, with or by, any federal, state or
other governmental authority or regulatory body except (i) any thereof that have
been obtained and are in full force and effect and (ii) as of the Closing Date
with respect to the consummation of the Recapitalization, any thereof which the
failure to obtain or make could not reasonably be expected to have a Material
Adverse Effect.

                  D.  BINDING OBLIGATION.  Each of the Loan Documents has
been duly executed and delivered by each Loan Party that is a party thereto and
is the legally valid and binding obligation of such Loan Party, enforceable
against such Loan Party in accordance with its respective terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally or by equitable principles
relating to enforceability.

5.3  FINANCIAL CONDITION.

                  Company has heretofore delivered to Lenders, at Lenders'
request, the audited consolidated balance sheet of Company and its
Subsidiaries as at December 31, 1998 and the related consolidated statements
of income, stockholders' equity and cash flows of Company and its
Subsidiaries for the Fiscal Year then ended. All such statements were
prepared in conformity with GAAP except as otherwise noted therein and fairly
present, in all material respects, the financial position (on a consolidated
basis) of the entities described in such financial statements as at the
respective dates thereof and the results of operations and cash flows (on a
consolidated basis) of the entities described therein for each of the periods
then ended.

5.4  NO MATERIAL ADVERSE EFFECT.

                  Since December 31, 1998, no event or change has occurred
that has caused or evidences, either in any case or in the aggregate, a
Material Adverse Effect.

5.5  TITLE TO PROPERTIES; LIENS.

                  Company and each of its Subsidiaries have good title to, or
leasehold interests in, all properties that are necessary for the conduct of
their respective businesses as now conducted and as proposed to be conducted,
free and clear of all Liens (other than any Liens permitted by this
Agreement), except where the failure to have such good title or leasehold
interests could not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect.

5.6  LITIGATION; ADVERSE FACTS.

                  Except as set forth in SCHEDULE 5.6 annexed hereto, there
are no actions, suits, proceedings, arbitrations or governmental
investigations (whether or not purportedly on behalf of Company or any of its
Subsidiaries) at law or in equity, or before or by any federal, state,
municipal or other governmental department, commission, board, bureau, agency
or


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instrumentality, domestic or foreign (including any Environmental Claims)
that are pending or, to the knowledge of Company, threatened against or
affecting Company or any of its Subsidiaries that, individually or in the
aggregate (taking into consideration, among other things, the ability of
Company and its Subsidiaries to obtain indemnification in respect thereof
from Persons that are willing and able to honor any existing indemnification
obligations with respect thereto), could reasonably be expected to result in
a Material Adverse Effect.

5.7  PAYMENT OF TAXES.

                  Each of Company, each of its Subsidiaries and each other
corporation (each a "CONSOLIDATED CORPORATION") with whom Company or any of
its Subsidiaries joins in the filing of a consolidated return has filed all
Federal income tax returns and other material tax returns and reports,
domestic and foreign, required to be filed by it, and has paid all material
taxes, assessments, fees and other governmental charges levied or imposed
upon it or its respective properties, income or assets to the extent the same
have become due and payable, except those which are not yet delinquent or
which are being contested in good faith. Each of Company, each of its
Subsidiaries and each Consolidated Corporation has paid, or has provided
adequate reserves (in the good faith judgment of the management of Company)
in accordance with GAAP (or, in the case of a Foreign Subsidiary, appropriate
reserves under generally accepted accounting principles in the applicable
jurisdiction), for the payment of, all such material taxes, assessments, fees
and charges relating to all prior taxable years and the current taxable year
of Company, each of its Subsidiaries and each Consolidated Corporation. To
the best knowledge of Company, there is no proposed tax assessment against
Company, any of its Subsidiaries or any Consolidated Corporation that could
reasonably be expected to have a Material Adverse Effect.

5.8  GOVERNMENTAL REGULATION.

                  Neither the making of any extension of credit hereunder,
nor the use of any of the proceeds thereof, will violate the provisions of
Regulation T, U or X of the Board of Governors of the Federal Reserve System.
Company is not an "investment company" within the meaning of the Investment
Company Act of 1940.

5.9  EMPLOYEE BENEFIT PLANS.

                  A.  Company and each of its Subsidiaries is in compliance
with all applicable provisions of ERISA, the Internal Revenue Code and other
applicable federal, state or foreign law with respect to each Plan, and has
performed all of its obligations under each Plan, except to the extent that
failure to comply, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. Company, each of its Subsidiaries
and each ERISA Affiliate has made all required contributions to any Plan subject
to Section 412 of the Internal Revenue Code, except to the extent that a failure
to do so could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Internal
Revenue Code has been made with respect to any Plan.


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                  B.  There are no pending or, to the best knowledge of
Company, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Pension Plan which, individually or in the
aggregate, have resulted or could reasonably be expected to result in a Material
Adverse Effect.

                  C.  (i) No ERISA Event has occurred or is reasonably
expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability in an
amount which, individually or in the aggregate for all Pension Plans (excluding
for purposes of such computation any Pension Plans with respect to which assets
exceed benefit liabilities), could reasonably be expected to have a Material
Adverse Effect if such Pension Plan or Pension Plans were then terminated,
unless such Pension Plan is not reasonably likely to be terminated; and (iii)
neither Company nor any of its Subsidiaries nor any ERISA Affiliate has engaged
in a transaction that could be subject to Section 4069 or 4212(c) of ERISA that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

5.10  ENVIRONMENTAL PROTECTION.

                  Company and each of its Subsidiaries is in compliance with
all applicable Environmental Laws in respect of the conduct of its business
and the ownership of its property, except such noncompliance as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. Without limiting the effect of the preceding sentence:

                           (a)  neither Company nor any of its Subsidiaries
                  has received a complaint, order, citation, notice or other
                  written communication with respect to the existence or alleged
                  existence of a violation of, or liability arising under, any
                  Environmental Law, the outcome of which, individually or in
                  the aggregate, could reasonably be expected to have a Material
                  Adverse Effect; and

                           (b)  to the best of Company's knowledge, after
                  due inquiry, there are no environmental, health or safety
                  conditions existing or reasonably expected to exist at any
                  real property owned, operated, leased or used by Company or
                  any of its existing or former Subsidiaries or any of their
                  respective predecessors, including off-site treatment or
                  disposal facilities used by Company or its existing or former
                  Subsidiaries for wastes treatment or disposal, which could
                  reasonably be expected to require any construction or other
                  capital costs or clean-up obligations to be incurred prior to
                  the final scheduled maturity of the Tranche C Term Loans in
                  order to assure compliance with any Environmental Law,
                  including provisions regarding clean-up, to the extent that
                  any of such conditions, construction or other capital costs or
                  clean-up obligations, individually or in the aggregate, could
                  reasonably be expected to have a Material Adverse Effect.

5.11  DISCLOSURE.

                  All factual information (taken as a whole) furnished by or
on behalf of Company or any of its Subsidiaries to Administrative Agent or
any Lender in writing on or before the Closing Date (including any such
information contained in the Confidential Information


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Memorandum or in any Loan Document or Related Agreement or in any other
document, certificate or written statement furnished to Lenders by or on
behalf of Company or any of its Subsidiaries) for use in connection with the
transactions contemplated by this Agreement is true and correct in all
material respects and does not omit to state a material fact necessary in
order to make the statements contained herein and therein, taken as a whole,
not misleading at such time in light of the circumstances in which the same
were made, it being understood that, for purposes of this subsection 5.11,
such factual information does not include projections and pro forma financial
information. Any projections and pro forma financial information contained in
such materials are based upon good faith estimates and assumptions believed
by Company to be reasonable at the time made, it being recognized by Lenders
that such projections as to future events are not to be viewed as facts and
that actual results during the period or periods covered by any such
projections may differ from the projected results.

5.12  YEAR 2000 COMPLIANCE.

                  All Information Systems and Equipment are either Year 2000
Compliant, or any reprogramming, remediation or any other corrective action,
including the testing of such Information Systems and Equipment, has been
completed by September 30, 1999, except insofar as the failure to do so will
not result in a Material Adverse Effect. Further, to the extent that such
reprogramming/remediation and testing action is required, the cost thereof,
as well as the cost of the reasonably foreseeable consequences of failure to
become Year 2000 Compliant, to Company and its Subsidiaries (including,
without limitation, reprogramming errors and the failure of other systems or
equipment) will not result in a Potential Event of Default, an Event of
Default or a Material Adverse Effect.

SECTION 6.  AFFIRMATIVE COVENANTS

                  Company covenants and agrees that, so long as any of the
Commitments hereunder shall remain in effect and until payment in full of all
of the Loans and other Obligations and the cancellation or expiration of all
Letters of Credit, unless Requisite Lenders shall otherwise give prior
written consent, Company shall perform, and shall cause each of its
Subsidiaries to perform, all covenants in this Section 6.

6.1  FINANCIAL STATEMENTS AND OTHER REPORTS.

                  Company will deliver to Administrative Agent and Lenders:

                  (i)  QUARTERLY FINANCIALS:  (a) no later than 45 days after
                  the first three Fiscal Quarters of each Fiscal Year, the
                  consolidated balance sheet of Company, its Subsidiaries and
                  its Unrestricted Subsidiaries as at the end of the first three
                  Fiscal Quarters of each Fiscal Year and the related
                  consolidated statements of income and cash flows of Company,
                  its Subsidiaries and its Unrestricted Subsidiaries for such
                  Fiscal Quarter and for the period from the beginning of the
                  then current Fiscal Year to the end of such Fiscal Quarter,
                  and (b) promptly when available but


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                  in any event no later than 60 days after the end of the
                  first three Fiscal Quarters of each Fiscal Year, the
                  consolidated balance sheet of Company and its Subsidiaries
                  as at the end of each Fiscal Quarter and the related
                  consolidated statements of income and cash flows of Company
                  and its Subsidiaries for such Fiscal Quarter and for the
                  period from the beginning of the then current Fiscal Year
                  to the end of such Fiscal Quarter, setting forth in each
                  case (under both clauses (a) and (b) above) in comparative
                  form the corresponding figures for the corresponding
                  periods of the previous Fiscal Year, all in reasonable
                  detail and certified (in the case of both clauses (a) and
                  (b) above) by the chief financial officer of Company that
                  they fairly present, in all material respects, the
                  financial condition of Company, its Subsidiaries and its
                  Unrestricted Subsidiaries or Company and its Subsidiaries,
                  as the case may be, as at the dates indicated and the
                  results of their operations and their cash flows for the
                  periods indicated, subject to changes resulting from audit
                  and normal year-end adjustments;

                  (ii)  YEAR-END FINANCIALS:  (a) no later than 90 days after
                  the end of each Fiscal Year, the consolidated balance sheet of
                  Company, its Subsidiaries and its Unrestricted Subsidiaries as
                  at the end of each Fiscal Year and the related consolidated
                  statements of income, stockholders' equity and cash flows of
                  Company, its Subsidiaries and its Unrestricted Subsidiaries
                  for such Fiscal Year, (b) promptly when available but in any
                  event no later than 120 days after the end of each Fiscal
                  Year, the consolidated balance sheet of Company and its
                  Subsidiaries as at the end of such Fiscal Year and the related
                  consolidated statements of income, stockholders' equity and
                  cash flows of Company and its Subsidiaries for such Fiscal
                  Year, setting forth in each case (under both clauses (a) and
                  (b) above) in comparative form the corresponding figures for
                  the previous Fiscal Year, all in reasonable detail and
                  certified (in the case of both clauses (a) and (b) above) by
                  the chief financial officer of Company that they fairly
                  present, in all material respects, the financial condition of
                  Company and its Subsidiaries as at the end of such Fiscal Year
                  and the results of their operations and their cash flows for
                  such Fiscal Year, and (c) in the case of both clauses (a) and
                  (b) above) a report thereon of a firm of independent certified
                  public accountants of recognized national standing selected by
                  Company, which report shall be unqualified as to the scope of
                  audit or as to the going concern status of Company, its
                  Subsidiaries and its Unrestricted Subsidiaries or Company and
                  its Subsidiaries, as the case may be (in either case taken as
                  a whole), and shall state that such consolidated financial
                  statements fairly present, in all material respects, the
                  consolidated financial condition of Company, its Subsidiaries
                  and its Unrestricted Subsidiaries or Company and its
                  Subsidiaries, as the case may be, as at the end of such Fiscal
                  Year and the results of their operations and their cash flows
                  for such Fiscal Year in conformity with GAAP applied on a
                  basis consistent with prior years (except as otherwise
                  disclosed in such financial statements) and that the
                  examination by such accountants in connection with such
                  consolidated financial statements has been made in accordance
                  with generally accepted auditing standards;


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                  (iii)  OFFICERS' AND COMPLIANCE CERTIFICATES:  together with
                  each delivery of financial statements of Company and its
                  Subsidiaries pursuant to subdivisions (i) and (ii) above, (a)
                  an Officer's Certificate of Company stating that the signers
                  do not have knowledge of the existence, as at the date of such
                  Officer's Certificate, of any condition or event that
                  constitutes an Event of Default or Potential Event of Default,
                  or, if any such condition or event exists, specifying the
                  nature and period of existence thereof and what action Company
                  has taken, is taking and proposes to take with respect
                  thereto; (b) a Compliance Certificate demonstrating in
                  reasonable detail compliance during and at the end of the
                  applicable accounting periods with the covenants set forth in
                  subsection 7.6 and with any specific dollar amounts specified
                  in respect of any restrictions contained in any other
                  provisions of Section 7; (c) in the event the identity of any
                  of the Subsidiaries or Unrestricted Subsidiaries of Company
                  has changed since the Closing Date (or, if applicable, since
                  the date of the most recent Officer's Certificate delivered to
                  Lenders in accordance with this clause (c)), an Officer's
                  Certificate setting forth such change; (d) the amount of any
                  Pro Forma Adjustment not previously set forth in any Pro Forma
                  Adjustment Certificate or any change in the amount of a Pro
                  Forma Adjustment set forth in any Pro Forma Adjustment
                  Certificate previously provided and, in either case, in
                  reasonable detail, the calculations and basis therefor, and
                  (e) at the time of the delivery of the financial statements
                  pursuant to subdivision (ii) above, the Available Amount as at
                  the end of the Fiscal Year to which such statements relate;

                  (iv)   ACCOUNTANTS' CERTIFICATION:  together with each
                  delivery of consolidated financial statements of Company and
                  its Subsidiaries pursuant to subdivision (ii) above, a written
                  statement by the independent certified public accountants
                  giving the report thereon stating whether, in connection with
                  their audit examination, any condition or event that
                  constitutes an Event of Default under subsection 7.6 has come
                  to their attention and, if such a condition or event has come
                  to their attention, specifying the nature thereof, except to
                  the extent that the delivery of such statement would be
                  prohibited by professional auditing standards applicable to
                  such matters;

                  (v)    SEC FILINGS:  promptly after the transmission thereof
                  by Company or any of its Subsidiaries to the SEC, copies of
                  any filings on Form 10-K, 10-Q, or 8-K and any effective
                  registration statements (and, upon the effectiveness thereof,
                  any material amendments thereto) filed with the SEC (but not
                  any exhibits to any such registration statement or amendment
                  (except as provided below) or any registration statement on
                  Form S-8), and copies of all financial statements, proxy
                  statements, notices and reports that Company or any of its
                  Subsidiaries actually sends to the holders of any
                  publicly-issued debt Securities of Company or any of its
                  Subsidiaries (including the Subordinated Indebtedness) in
                  their capacity as such holders (in each case to the extent not
                  theretofore delivered to Lenders pursuant to this Agreement
                  and in each case including, to the extent requested by


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                  Administrative Agent, any schedules and exhibits thereto), in
                  each case as so transmitted to the SEC;

                  (vi)     EVENTS OF DEFAULT, ETC.: promptly upon any
                  Responsible Officer of Company obtaining actual knowledge of
                  (a) any condition or event that constitutes an Event of
                  Default or Potential Event of Default or (b) any acceleration,
                  redemption or purchase demands or notices provided by the
                  trustee for, or any event of default under, any Subordinated
                  Indebtedness, a notice specifying the nature and period of
                  existence of such condition or event or specifying the notice
                  given by such trustee or the nature of such event of default,
                  and what action Company has taken, is taking and proposes to
                  take with respect thereto;

                  (vii)    LITIGATION OR OTHER PROCEEDINGS: promptly upon any
                  Responsible Officer of Company obtaining actual knowledge of
                  (X) the institution of any action, suit, proceeding (whether
                  administrative, judicial or otherwise), governmental
                  investigation or arbitration against or affecting Company or
                  any of its Subsidiaries or any property of Company or any of
                  its Subsidiaries (collectively, "PROCEEDINGS") not previously
                  disclosed in writing by Company to Lenders or (Y) any material
                  development in any Proceeding that, in any such case, could
                  reasonably be expected to give rise to a Material Adverse
                  Effect, written notice thereof together with such other
                  information as may be reasonably available to Company to
                  enable Lenders and their counsel to evaluate such matters;

                  (viii)   ERISA EVENTS: promptly upon any Responsible Officer
                  of Company obtaining knowledge of the occurrence or
                  forthcoming occurrence of any ERISA Event, a written notice
                  specifying the nature thereof and what action Company, any of
                  its Subsidiaries or any of their respective ERISA Affiliates
                  has taken, is taking or proposes to take with respect thereto;
                  and, promptly upon receipt thereof, copies of any notice
                  received by Company, any of its Subsidiaries or any of their
                  respective ERISA Affiliates from the Internal Revenue Service,
                  the Department of Labor or the PBGC or from a Multiemployer
                  Plan sponsor concerning any ERISA Event;

                  (ix)     FINANCIAL PLANS: as soon as practicable and in any
                  event no later than 60 days after the beginning of each Fiscal
                  Year, consolidated operating and related budgets for Company
                  and its Subsidiaries for each Fiscal Quarter of such Fiscal
                  Year (the "FINANCIAL PLAN" for such Fiscal Year), in
                  reasonable detail as customarily prepared by management of
                  Company for its internal use and setting forth an explanation
                  of the principal assumptions on which such budgets are based;

                  (x)      ENVIRONMENTAL AUDITS AND REPORTS: as soon as
                  practicable following receipt thereof, copies of all
                  environmental audits, investigations, analyses and reports of
                  any kind or character, whether prepared by personnel of
                  Company or any of its Subsidiaries or by independent
                  consultants, governmental authorities or


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                  any other Persons, with respect to significant environmental
                  matters at any Real Estate (as defined in subsection 6.1(xi)
                  (1)) which, individually or in the aggregate, could
                  reasonably be expected to result in a Material Adverse Effect
                  or with respect to any Environmental Claims which,
                  individually or in the aggregate, could reasonably be
                  expected to result in a Material Adverse Effect;

                  (xi)     NOTICE OF CERTAIN ENVIRONMENTAL MATTERS: promptly
                  upon any Responsible Officer of Company obtaining knowledge of
                  any one or more of the following environmental matters the
                  existence of which, either individually or when aggregated
                  with all other such matters, would reasonably be expected to
                  result in a Material Adverse Effect, a written notice
                  specifying in reasonable detail the nature thereof and what
                  action Company and its Subsidiaries have taken, are taking or
                  propose to take with respect thereto:

         (1)      any pending or threatened Environmental
Claim against Company or any of its Subsidiaries or any land,
buildings and improvements owned or leased by Company or any
of its Subsidiaries (but excluding all operating fixtures and
equipment, whether or not incorporated into improvements)
(collectively, "REAL ESTATE");

         (2)      any condition or occurrence that (x) results
in noncompliance by Company or any of its Subsidiaries with
any applicable Environmental Law or (y) could reasonably be
anticipated to form the basis of an Environmental Claim
against Company or any of its Subsidiaries or any Real Estate;

         (3)      any condition or occurrence on any Real
Estate that could reasonably be anticipated to cause such Real
Estate to be subject to any restrictions on the ownership,
occupancy, use or transferability of such Real Estate under
any Environmental Law; or

         (4)      the taking of any removal or remedial action
in response to the actual or alleged presence of any Hazardous
Material on any Real Estate;

                  (xii)    PRO FORMA ADJUSTMENT CERTIFICATE: not later than the
                  consummation of any Acquisition by Company or any of its
                  Subsidiaries for which there shall be a Pro Forma Adjustment,
                  an Officer's Certificate of Company setting forth the amount
                  of such Pro Forma Adjustment and, in reasonable detail, the
                  calculations and basis therefor; and

                  (xiii)   OTHER INFORMATION: with reasonable promptness, such
                  other information and data with respect to Company or any of
                  its Subsidiaries as from time to time may be reasonably
                  requested by Administrative Agent on its own behalf or on
                  behalf of Requisite Lenders.


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6.2      CORPORATE EXISTENCE, ETC.

         Except as permitted under subsection 7.7, Company will, and will cause
each of its Subsidiaries to, at all times preserve and keep in full force and
effect (i) its corporate existence (except, in the case of a Subsidiary of
Company only, to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect) and (ii) all rights and franchises
material to its business (except, in any case, to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect).

6.3      PAYMENT OF TAXES AND CLAIMS; TAX CONSOLIDATION.

         Company will, and will cause each of its Subsidiaries to, pay all
material taxes, assessments and other governmental charges imposed upon it or
any of its properties or assets or in respect of any of its income, businesses
or franchises before any material penalty accrues thereon, and all lawful
material claims (including claims for labor, services, materials and supplies)
for sums that have become due and payable and that by law have become or could
reasonably be expected to become a material Lien upon any of the properties or
assets of Company or any of its Subsidiaries; PROVIDED that no such charge or
claim need be paid if it is being contested in good faith and by proper
proceedings, so long as it has maintained adequate reserves (in the good faith
judgment of Company or such Subsidiary) with respect thereto in accordance with
GAAP.

6.4      MAINTENANCE OF PROPERTIES; INSURANCE.

                  A.       MAINTENANCE OF PROPERTIES. Company will, and will
cause each of its Subsidiaries to, maintain or cause to be maintained in good
repair, working order and condition, ordinary wear and tear excepted, all
material properties used or useful in the business of Company and its
Subsidiaries (including all Intellectual Property) and from time to time will
make or cause to be made all appropriate repairs, renewals and replacements
thereof, in each case except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect.

                  B.       INSURANCE. Company will, and will cause each of its
Material Subsidiaries to, at all times maintain in full force and effect, with
insurance companies which Company believes (in the good faith judgment of
Company's management) are financially sound and responsible at the time the
relevant coverage is placed or renewed, insurance in at least such amounts and
against at least such risks (and with such risk retentions) as are usually
insured against in the same general area by companies engaged in the same or a
similar business. Company shall furnish to Lenders, upon written request from
Administrative Agent, information presented in reasonable detail as to the
insurance so carried.

6.5      INSPECTION RIGHTS.

         Company shall, and shall cause each of its Material Subsidiaries to,
permit any authorized representatives designated by Administrative Agent or
Requisite Lenders to visit and inspect any of the properties of Company or of
any of its Material Subsidiaries, to inspect, copy


                                       96
<PAGE>

and make abstracts from its and their financial and accounting records, and to
discuss its and their affairs, finances and accounts with its and their
officers and independent public accountants (provided that Company may, if it
so chooses, be present at or participate in any such discussion), all upon
reasonable notice and at such reasonable times during normal business hours and
as often as may reasonably be requested.

6.6      COMPLIANCE WITH LAWS, ETC.

         Company shall comply, and shall cause each of its Subsidiaries to
comply, in all material respects, with the requirements of all applicable laws,
rules, regulations and orders (including all Environmental Laws) of any
governmental authority having jurisdiction over it, except such as may be
contested in good faith or as to which a bona fide dispute may exist and except
to the extent that noncompliance therewith could not reasonably be expected to
cause, individually or in the aggregate, a Material Adverse Effect.

6.7      EXECUTION OF SUBSIDIARY GUARANTY BY FUTURE DOMESTIC SUBSIDIARIES;
         PLEDGE OF STOCK OF FUTURE DIRECT SUBSIDIARIES; RATABLE CREDIT SUPPORT.

                  A.       In the event that any Person (other than a Restricted
Acquisition Subsidiary or a Subsidiary that has incurred Indebtedness permitted
under subsection 7.1(x)(b)) becomes a Domestic Subsidiary after the date hereof
and such Domestic Subsidiary is a Pledged Subsidiary (each, a "NEW DOMESTIC
SUBSIDIARY"), Company will promptly notify Administrative Agent of that fact and
cause such New Domestic Subsidiary to (i) execute and deliver to Administrative
Agent a counterpart of the Subsidiary Guaranty and the Pledge Agreement and (ii)
to cause the capital stock owned by such New Domestic Subsidiary of any direct
Domestic Subsidiary (which is a Pledged Subsidiary) or direct Material Foreign
Subsidiary of such New Domestic Subsidiary (or, if such New Domestic Subsidiary
owns 65% or more of any such direct Material Foreign Subsidiary, 65% of the
capital stock of such direct Material Foreign Subsidiary) to be pledged under
the Pledge Agreement and, in the case of any such direct Material Foreign
Subsidiary, also under any pledge agreements or instruments that Administrative
Agent deems necessary or advisable, or that Administrative Agent may reasonably
request, pursuant to the terms of the Pledge Agreement to effectuate such pledge
in the jurisdiction in which such Material Foreign Subsidiary is organized. In
the event that any Person (other than a Restricted Acquisition Subsidiary or,
subject to subsection 6.7B, a Subsidiary the capital stock of which is pledged
pursuant to 7.2(vi)(b)) becomes a direct Domestic Subsidiary (which is a Pledged
Subsidiary) or a direct Material Foreign Subsidiary after the date hereof,
Company will promptly notify Administrative Agent of that fact and cause the
capital stock owned by Company of such direct Domestic Subsidiary or such direct
Material Foreign Subsidiary (or, if Company owns 65% or more of any such direct
Material Foreign Subsidiary, 65% of the capital stock of such direct Material
Foreign Subsidiary) to be pledged under the Pledge Agreement and, in the case of
any such direct Material Foreign Subsidiary, also under any pledge agreements or
instruments that Administrative Agent deems necessary or advisable, or that
Administrative Agent may reasonably request, pursuant to the terms of the Pledge
Agreement to effectuate such pledge in the jurisdiction in which such Material
Foreign Subsidiary is organized.


                                       97
<PAGE>

                  B.       In the event that any Subsidiary of Company has
guaranteed any Indebtedness incurred pursuant to subsection 7.1(x) in an
aggregate principal amount exceeding $50,000,000, or has granted any security
interests as collateral therefor, such Subsidiary shall (i) guaranty the
Obligations hereunder and under the other Loan Documents on a PARI PASSU basis
with its guaranty, if any, of any portion of such Indebtedness exceeding
$50,000,000 and shall grant Liens on such assets securing the Obligations on an
equal and ratable basis with the security for such Indebtedness pursuant to
documentation reasonably satisfactory to Administrative Agent and Requisite
Lenders and (ii) execute and deliver to Administrative Agent all such documents
and instruments as may be necessary or, in the opinion of Administrative Agent,
desirable, in order to more fully evidence, perfect or protect such security
interest.

6.8      TRANSACTIONS WITH AFFILIATES.

         Company shall, and shall cause each of its Subsidiaries to, conduct all
transactions with any of its Affiliates (other than Company or any of its
Subsidiaries) upon terms that are substantially as favorable to Company or such
Subsidiary as it would obtain in a comparable arm's-length transaction with a
Person not an Affiliate of Company or such Subsidiary; PROVIDED that the
foregoing restrictions shall not apply to (a) the payment of customary annual
fees to KKR for management, consulting and financial services rendered to
Company and its Subsidiaries, and customary investment banking fees paid to the
KKR Fund and its Affiliates for services rendered to Company and its
Subsidiaries in connection with divestitures, acquisitions, financings and other
transactions, (b) payment of a fee to the KKR Fund upon issuance of the
Conversion Notes in accordance with the terms of the Bridge Note Agreement, (c)
reasonable and customary fees paid to members of the Board of Directors of
Company and its Subsidiaries, and (d) transactions otherwise expressly permitted
hereunder between Company or any of its Subsidiaries and any such Affiliate.

6.9      CONDUCT OF BUSINESS.

         From and after the Closing Date, Company shall, and shall cause its
Subsidiaries (taken as a whole) to, engage primarily in (i) the lines of
business carried on by Company and its Subsidiaries on the Closing Date, (ii)
other businesses or activities that are reasonably similar thereto or that
constitute a reasonable extension, development or expansion thereof or that are
ancillary or reasonably related thereto.

6.10     FISCAL YEAR.

         Company shall maintain its Fiscal Year-end at December 31 of each year;
provided that Company may, upon prior written notice to Administrative Agent,
change such Fiscal Year-end to any other date reasonably acceptable to
Administrative Agent, in which case Company and Administrative Agent shall, and
are hereby authorized by Lenders to, make any adjustments to this Agreement that
are necessary in order to reflect any corresponding changes in financial
reporting.


                                       98
<PAGE>

6.11     REFINANCING OF BRIDGE NOTES; CONVERSION TO CONVERSION NOTES UNDER THE
         BRIDGE NOTE AGREEMENT.

         If not earlier refinanced through the issuance of the Refinancing Sub
Debt pursuant to the Refinancing Sub Debt Indenture as permitted under
subsection 7.1(vi), Company shall, on the Conversion Date, convert the entire
aggregate principal amount outstanding under the Bridge Notes to long-term
senior subordinated notes pursuant to the terms of the Bridge Note Agreement and
the Bridge Notes and to be evidenced by the Conversion Notes, which notes shall
neither mature nor provide for any principal payments prior to the tenth
anniversary of the Closing Date.

6.12     YEAR 2000 COMPLIANCE.

         Company will ensure that its Information Systems and Equipment are at
all times after the date hereof Year 2000 Compliant, except insofar as the
failure to do so will not result in a Material Adverse Effect, and shall notify
Administrative Agent and any Lender promptly upon detecting any material failure
of the Information Systems and Equipment to be Year 2000 Compliant. In addition,
Company shall provide Administrative Agent and any Lender with such information
about its year 2000 computer readiness (including, without limitation,
information as to contingency plans, budgets and testing results) as
Administrative Agent or such Lender shall reasonably request.

6.13     ACQUISITION OF NEW ASSETS OR BUSINESSES .

         Notwithstanding anything to the contrary contained herein (but subject
to the ability of Company to designate Unrestricted Subsidiaries and to the
other provisions of this Agreement relating to Unrestricted Subsidiaries), after
the Closing Date, Company shall make all Acquisitions and purchases of new
equipment only through a Subsidiary (i) all of the capital stock or beneficial
interests owned by Company and/or its Subsidiaries of which are (or will be
concurrently with the consummation of such Acquisition or purchase) pledged to
Administrative Agent pursuant to the provisions of subsection 6.7A, and (ii)
which shall own and continue to hold such acquired assets after the consummation
of such Acquisition or purchase; PROVIDED that if any such Acquisition or
purchase consists of assets or operations located in a jurisdiction which
requires a certificate of need in connection with such Acquisition or purchase,
then any Loan Party which has already obtained a certificate of need in such
jurisdiction may make such Acquisition or purchase.

SECTION 7. NEGATIVE COVENANTS

         Company covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations and the cancellation or expiration of all Letters of
Credit, unless Requisite Lenders shall otherwise give prior written consent,
Company shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Section 7.


                                       99
<PAGE>

7.1      INDEBTEDNESS.

         Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become
or remain directly or indirectly liable with respect to, any Indebtedness,
except:

                  (i)      Company may become and remain liable with respect to
                  the Obligations;

                  (ii)     Company and its Subsidiaries may become and remain
                  liable with respect to Guarantee Obligations permitted under
                  subsection 7.4 and, upon any matured obligations actually
                  arising pursuant thereto, the Indebtedness corresponding to
                  the Guarantee Obligations so extinguished;

                  (iii)    Company may become and remain liable with respect to
                  Indebtedness to any of its Subsidiaries, and any Subsidiary of
                  Company may become and remain liable with respect to
                  Indebtedness to Company or any other Subsidiary of Company;

                  (iv)     Company and its Subsidiaries may remain liable with
                  respect to Indebtedness described in SCHEDULE 7.1 annexed
                  hereto;

                  (v)      Company may remain liable with respect to any portion
                  of the Existing Senior Subordinated Notes not tendered
                  pursuant to the Tender Offer and which have not been defeased
                  in accordance with subsection 7.5(ii)(b) and the Existing
                  Senior Subordinated Note Indenture;

                  (vi)     Company may become and remain liable with respect to
                  (a) Indebtedness evidenced by the Bridge Notes, (b)
                  Indebtedness evidenced by the Conversion Notes, and (c)
                  Indebtedness issued by Company in exchange for, or the
                  proceeds of which are used to repurchase, redeem, defease or
                  otherwise prepay or retire (collectively, to "REFINANCE" or a
                  "REFINANCING"), the Bridge Notes or the Conversion Notes (the
                  "REPLACED DEBT"); PROVIDED that, in the case of (c), (1) the
                  aggregate principal amount of such Indebtedness shall not
                  exceed the sum of (x) the aggregate principal amount of the
                  Replaced Debt thereby Refinanced PLUS (y) the amount of any
                  tender premium, call premium or similar premium (any such
                  premium being a "REFINANCING PREMIUM") paid by Company in
                  connection with such Refinancing plus (z) the costs of
                  issuance of such Indebtedness, including placement agent fees
                  or underwriting commissions, (2) such Indebtedness is
                  unsecured, (3) such Indebtedness shall not mature prior to the
                  tenth anniversary of the Closing Date, (4) the interest rate
                  with respect to such Indebtedness shall be approved by
                  Administrative Agent and Requisite Lenders, and (5) other
                  terms of such Indebtedness (including amortization schedule,
                  covenants, defaults, remedies, subordination provisions
                  (including with respect to any subordinated guaranties) and
                  other material terms thereof) shall be no less favorable in
                  any material respect to Lenders than the terms of the Existing
                  Senior Subordinated


                                       100
<PAGE>

                  Notes (such Indebtedness meeting the requirements set forth
                  above being "REFINANCING SUB DEBT");

                  (vii)    Company and its Subsidiaries may become and remain
                  liable with respect to Indebtedness (a) incurred within 270
                  days of the acquisition, construction or improvement of fixed
                  or capital assets to finance the acquisition, construction or
                  improvement of such fixed or capital assets or (b) otherwise
                  incurred in respect of Consolidated Capital Expenditures
                  permitted under subsection 7.8;

                  (viii)   Company and its Subsidiaries may become and remain
                  liable with respect to Indebtedness under Hedge Agreements;

                  (ix)     Any Person that becomes a Restricted Acquisition
                  Subsidiary (a) may remain liable with respect to (X)
                  Indebtedness of such Person existing at the time of
                  consummation of the Acquisition pursuant to which such Person
                  becomes a Subsidiary of Company or (Y) Indebtedness secured by
                  assets acquired by such Person in an Acquisition at the time
                  of consummation of such Acquisition; PROVIDED that such
                  Indebtedness was not incurred in contemplation of the
                  Acquisition referred to in clause (X) or the acquisition of
                  such assets referred to in clause (Y), as the case may be, and
                  (b) may become and remain liable with respect to Indebtedness
                  incurred to finance the Acquisition pursuant to which such
                  Person becomes a Subsidiary of Company;

                  (x)      Company and its Subsidiaries (a) may remain liable
                  with respect to (X) in the case of a Subsidiary, Indebtedness
                  of such Subsidiary existing at the time of consummation of an
                  Acquisition pursuant to which such Person becomes a Subsidiary
                  of Company or (Y) Indebtedness secured by assets acquired by
                  such Person in an Acquisition at the time of consummation of
                  such Acquisition; PROVIDED that such Indebtedness was not
                  incurred in contemplation of the Acquisition referred to in
                  clause (X) or the acquisition of such assets referred to in
                  clause (Y), as the case may be, and (b) may become and remain
                  liable with respect to Indebtedness incurred to finance an
                  Acquisition consummated by such Person, including an
                  Acquisition pursuant to which such Person becomes a Subsidiary
                  of Company; PROVIDED that the aggregate outstanding principal
                  amount of all Indebtedness permitted pursuant to this
                  subsection 7.1(x) shall at no time exceed $100,000,000;

                  (xi)     Company and its Subsidiaries may extend the maturity
                  of, and may become and remain liable with respect to
                  Indebtedness incurred to refinance, any Indebtedness permitted
                  under clauses (ii), (v), (viii), (x) and (xi) above; PROVIDED
                  that (a) the principal amount of any such Indebtedness is not
                  increased above the principal amount thereof outstanding
                  immediately prior to such extension or refinancing and (y) the
                  direct and contingent obligors with respect to such
                  Indebtedness are not changed as a result of such extension or
                  refinancing; and


                                       101
<PAGE>

                  (xii)    Company and its Subsidiaries may become and remain
                  liable with respect to other Indebtedness in an aggregate
                  principal amount not to exceed $100,000,000 at any time
                  outstanding.

7.2      LIENS AND RELATED MATTERS.

         Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or permit to exist any Lien on or
with respect to any property or asset of any kind (including any document or
instrument in respect of goods or accounts receivable) of Company or any of its
Subsidiaries, whether now owned or hereafter acquired, except:

                  (i)      Permitted Encumbrances;

                  (ii)     Liens existing on the Closing Date securing
                  Indebtedness listed on Schedule 7.1;

                  (iii)    Liens granted pursuant to the Collateral Documents;

                  (iv)     Liens placed on property, plant or equipment used in
                  the ordinary course of business of Company or any of its
                  Subsidiaries to secure Indebtedness incurred to pay all or a
                  portion of the purchase price thereof; PROVIDED that (a) the
                  Lien encumbering such property, plant or equipment does not
                  encumber any other asset of Company or any of its Subsidiaries
                  and (b) the Indebtedness secured thereby is permitted under
                  subsection 7.1(vii);

                  (v)      (a) Liens encumbering assets of a Restricted
                  Acquisition Subsidiary that are granted to secure Indebtedness
                  permitted under subsection 7.1(ix) at the time such
                  Indebtedness is assumed by such Restricted Acquisition
                  Subsidiary; PROVIDED that such Liens are not granted in
                  contemplation of the Acquisition pursuant to which such Person
                  becomes a Subsidiary of Company, and (b) Liens encumbering the
                  capital stock and assets of a Restricted Acquisition
                  Subsidiary that are granted to secure Indebtedness permitted
                  under subsection 7.1(ix)(b);

                  (vi)     (a) Liens encumbering assets of a Subsidiary of
                  Company that are granted to secure Indebtedness permitted
                  under subsection 7.1(x) at the time such Indebtedness is
                  originally incurred and (b) Liens encumbering the capital
                  stock and assets of a Subsidiary of Company that are granted
                  to secure Indebtedness permitted under subsection 7.1(x)(b);
                  PROVIDED that the aggregate outstanding principal amount of
                  Indebtedness secured by all Liens permitted pursuant to this
                  subsection 7.2(vi) shall at no time exceed $50,000,000, except
                  to the extent that such Subsidiary has granted a Lien on the
                  assets securing any portion of such Indebtedness in excess of
                  $50,000,000 on an equal and ratable basis to Administrative
                  Agent on behalf of Lenders to secure the Obligations;


                                       102
<PAGE>

                  (vii)    Liens encumbering (a) Indebtedness permitted under
                  subsections 7.1(viii) and 7.1[(xii)], (b) Contingent
                  Obligations permitted under subsections 7.4(v) and 7.4(ix),
                  and (c) Indetedness permitted under subsection 7.1(ii) to the
                  extent that such Indebtedness arose from Contingent
                  Obligations permitted under subsection 7.4(v) or 7.4(ix);

                  (viii)   Other Liens securing Indebtedness in an aggregate
                  amount not to exceed $15,000,000 at any time outstanding.

7.3      INVESTMENTS; JOINT VENTURES.

         Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including any
Joint Venture, except:

                  (i)      Company and its Subsidiaries may make and own
                  Investments in Cash Equivalents;

                  (ii)     Company and its Subsidiaries may make loans and
                  advances to officers, directors and employees of Company or
                  any of its Subsidiaries (a) to finance the purchase of capital
                  stock of Company and (b) in an aggregate principal amount not
                  to exceed $5,000,000 at any time outstanding for additional
                  purposes not contemplated by the foregoing clause (a);

                  (iii)    Company and its Subsidiaries may make and own
                  Investments consisting of any non-cash proceeds received by
                  Company or any of its Subsidiaries in connection with any
                  Asset Sale permitted under subsection 7.7(v);

                  (iv)     Company and its Subsidiaries may continue to own the
                  Investments owned by them and described in SCHEDULE 7.3
                  annexed hereto and Company and its Subsidiaries may make and
                  own Investments purchased with the proceeds of the sale of any
                  Investments permitted under this subsection 7.3(iv);

                  (v)      Company and its Subsidiaries may make and own
                  Investments in any Person in which Company or any of its
                  Subsidiaries has an interest of 50% or less in an aggregate
                  amount at any time not exceeding $50,000,000;

                  (vi)     Company and its Subsidiaries may make and own
                  Investments (collectively, "UNRESTRICTED INVESTMENTS") in
                  addition to those permitted under clauses (i) through (iv)
                  above, including Investments in Restricted Acquisition
                  Subsidiaries and in Unrestricted Subsidiaries, as follows: (a)
                  Unrestricted Investments in an aggregate amount not to exceed
                  at any time (1) $30,000,000 for all such Unrestricted
                  Investments in Unrestricted Subsidiaries or (2) $45,000,000
                  for all such Unrestricted Investments (including all such
                  Unrestricted Investments in Restricted Acquisition
                  Subsidiaries and Unrestricted Subsidiaries) and (b)
                  Unrestricted Investments in addition to the Unrestricted
                  Investments permitted under the preceding clause (a), PROVIDED
                  that after giving effect to any such


                                       103
<PAGE>

                  additional Unrestricted Investment pursuant to this clause
                  (b) the Available Amount Usage shall not exceed the Available
                  Amount.

7.4      GUARANTEE OBLIGATIONS.

         Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any
Guarantee Obligation, except:

                  (i)      Company and its Subsidiaries may become and remain
                  liable with respect to Guarantee Obligations in respect of the
                  Guaranties;

                  (ii)     Company may become and remain liable with respect to
                  Guarantee Obligations in respect of Letters of Credit;

                  (iii)    Company and its Subsidiaries may become and remain
                  liable with respect to Guarantee Obligations in respect of
                  customary indemnification and purchase price adjustment
                  obligations incurred in connection with Asset Sales or other
                  sales of assets;

                  (iv)     Company and its Subsidiaries may become and remain
                  liable with respect to Guarantee Obligations under guarantees
                  in the ordinary course of business of the obligations of
                  suppliers, customers, franchisees and licensees of Company and
                  its Subsidiaries;

                  (v)      Company and its Subsidiaries may become and remain
                  liable with respect to Guarantee Obligations in respect of any
                  Indebtedness of Company or any of its Subsidiaries (other than
                  Restricted Acquisition Subsidiaries) permitted by SUBSECTION
                  7.1; PROVIDED that neither Company nor any of its Subsidiaries
                  may become or remain liable with respect to Guarantee
                  Obligations in respect of any Indebtedness permitted under
                  subsection 7.1(x)(b) unless such Person becomes a Subsidiary
                  of Company pursuant to the Acquisition financed with the
                  proceeds of such Indebtedness or acquires a direct Subsidiary
                  pursuant to such Acquisition;

                  (vi)     Company and its Subsidiaries, as applicable, may
                  remain liable with respect to Guarantee Obligations described
                  in SCHEDULE 7.4 annexed hereto;

                  (vii)    Company's Subsidiaries may become and remain liable
                  with respect to Guarantee Obligations under subordinated
                  guaranties of the Bridge Notes, the Conversion Notes and the
                  Refinancing Sub Debt;

                  (viii)   Company's Subsidiaries may remain liable with respect
                  to subordinated Guarantee Obligations under the Existing
                  Subordinated Note Indenture with respect to the Existing
                  Senior Subordinated Notes not tendered pursuant to the Tender
                  Offer and which have not been defeased in accordance with
                  subsection 7.5(ii) and the Existing Senior Subordinated Note
                  Indenture; and


                                       104
<PAGE>

                  (ix)     Company and its Subsidiaries may become and remain
                  liable with respect to other Guarantee Obligations; provided
                  that the maximum aggregate liability, contingent or otherwise,
                  of Company and its Subsidiaries in respect of all such
                  Guarantee Obligations shall at no time exceed $15,000,000.

7.5      RESTRICTED JUNIOR PAYMENTS.

         Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment; PROVIDED that (i) Company may make scheduled payments
of principal in respect of any Existing Senior Subordinated Notes not tendered
pursuant to the Tender Offer and which has not been defeased in accordance with
subsection 7.5(ii) and the Existing Senior Subordinated Note Indenture, in each
case in accordance with the terms of, and only to the extent required by, and
subject to the subordination provisions contained in, the Existing Senior
Subordinated Note Indenture, and (ii) so long as no Event of Default or
Potential Event of Default has occurred and is continuing or would be caused
thereby, Company may:

                           (a)      (1) repurchase shares of its capital stock
                  (together with options or warrants in respect of any thereof)
                  held by officers, directors and employees of Company so long
                  as such repurchase is pursuant to, and in accordance with the
                  terms of, management and/or employee stock plans, stock
                  subscription agreements or shareholder agreements, and (2)
                  repurchase shares of its capital stock (together with options
                  or warrants in respect of any thereof) held by officers,
                  directors and employees of Company and relatives of such
                  Persons during Fiscal Year 2000 so long as the aggregate
                  amount paid by Company for such shares does not exceed
                  $3,500,000;

                           (b)      repurchase, redeem, defease or otherwise
                  prepay or retire any Existing Subordinated Notes not tendered
                  pursuant to the Tender Offer on terms (set forth in the
                  Existing Senior Subordinated Note Indenture or otherwise) no
                  less favorable in any material respect to Company and Lenders
                  than the terms of the Tender Offer;

                           (c)      repurchase, redeem, defease or otherwise '
                  prepay or retire the Bridge Notes, the Conversion Notes and
                  the Refinancing Sub Debt; PROVIDED that, in each case, after
                  giving effect thereto the Available Amount Usage shall not
                  exceed the Available Amount;

                           (d)      purchase, redeem or otherwise acquire shares
                  of common stock of Company or warrants or options to acquire
                  any such shares with proceeds received by Company from
                  substantially concurrent equity contributions or issuances of
                  new shares of its common stock;

                           (e)      redeem or exchange, in whole or in part, any
                  capital stock of Company for shares of another class of
                  capital stock of Company or rights to acquire shares of such
                  other class of capital stock; PROVIDED that such other class
                  of capital stock


                                       105
<PAGE>

                  contains terms and provisions (taken as a whole, and taking
                  into account the relative amounts of the shares of each class
                  of capital stock involved in such redemption or exchange)
                  that are at least as advantageous to Lenders as those
                  contained in the capital stock redeemed or exchanged therefor;

                           (f)      redeem or cancel Existing Preferred Stock in
                  the Merger pursuant to the terms of the Merger Agreement;

                           (g)      redeem, repurchase or otherwise prepay the
                  Bridge Notes or Conversion Notes with the proceeds of the
                  Refinancing Sub Debt;

                           (h)      make other Restricted Junior Payments;
                  PROVIDED that on the date (the "DECLARATION DATE") of
                  declaration of any dividend in respect of Company's
                  outstanding capital stock pursuant to the terms of this clause
                  (h) or the making of any other Restricted Junior Payment
                  pursuant to the terms of this clause (h), (X) the Consolidated
                  Leverage Ratio as of the last day of the Fiscal Quarter most
                  recently ended shall be less than 4.00:1.00 and (Y) the
                  aggregate amount of any such Restricted Junior Payment, when
                  added to the aggregate amount of all Restricted Junior
                  Payments previously declared or (without duplication) paid by
                  Company pursuant to this clause (h) during the period
                  commencing on the Closing Date and ending on the Declaration
                  Date, does not exceed 50% of cumulative Consolidated Net
                  Income of Company and its Subsidiaries for the period
                  commencing on the Closing Date and ending on the last day of
                  the Fiscal Quarter most recently ended.

7.6      FINANCIAL COVENANTS.

                  A.       MINIMUM INTEREST COVERAGE RATIO. Company shall not
permit the ratio of (i) Consolidated Adjusted EBITDA to (ii) Consolidated Cash
Interest Expense for the four-Fiscal Quarter period ending on the last day of
any Fiscal Quarter set forth below to be less than the correlative ratio
indicated:

<TABLE>
<CAPTION>

YEAR                  FISCAL QUARTER                MINIMUM INTEREST COVERAGE RATIO
----                  --------------                -------------------------------
<S>                   <C>                                      <C>
2000                  Second                                   1.50:1.00
                      Third                                    1.50:1.00
                      Fourth                                   1.50:1.00

2001                  First                                    1.50:1.00
                      Second                                   1.50:1.00
                      Third                                    1.65:1.00
                      Fourth                                   1.65:1.00

2002                  First                                    1.70:1.00


                                       106
<PAGE>

                      Second                                   1.75:1.00
                      Third                                    1.80:1.00
                      Fourth                                   1.85:1.00

2003                  First                                    1.90:1.00
                      Second                                   2.00:1.00
                      Third                                    2.00:1.00
                      Fourth                                   2.00:1.00

2004                  First                                    2.15:1.00
                      Second                                   2.25:1.00
                      Third                                    2.25:1.00
                      Fourth                                   2.25:1.00

2005                  First                                    2.50:1.00
                      Second                                   2.50:1.00
                      Third                                    2.50:1.00
                      Fourth                                   2.50:1.00

Thereafter                                                     2.75:1.00
</TABLE>

                  B.       MAXIMUM LEVERAGE RATIO. Company shall not permit the
Consolidated Leverage Ratio as of the last day of any Fiscal Quarter set forth
below to exceed the correlative ratio indicated:
<TABLE>
<CAPTION>
YEAR                  FISCAL QUARTER                    MAXIMUM LEVERAGE RATIO
----                  --------------                    ----------------------
<S>                   <C>                                      <C>
2000                  Second                                   6.00:1.00
                      Third                                    6.00:1.00
                      Fourth                                   6.00:1.00

2001                  First                                    6.00:1.00
                      Second                                   6.00:1.00
                      Third                                    6.00:1.00
                      Fourth                                   6.00:1.00

2002                  First                                    5.50:1.00
                      Second                                   5.50:1.00
                      Third                                    5.50:1.00


                                       107
<PAGE>

                      Fourth                                   5.50:1.00

2003                  First                                    5.00:1.00
                      Second                                   5.00:1.00
                      Third                                    5.00:1.00
                      Fourth                                   5.00:1.00

2004                  First                                    4.50:1.00
                      Second                                   4.50:1.00
                      Third                                    4.50:1.00
                      Fourth                                   4.50:1.00
</TABLE>

<TABLE>
<CAPTION>
YEAR                  FISCAL QUARTER                    MAXIMUM LEVERAGE RATIO
----                  --------------                    ----------------------
<S>                   <C>                                      <C>
2005                  First                                    4.00:1.00
                      Second                                   4.00:1.00
                      Third                                    4.00:1.00
                      Fourth                                   4.00:1.00

Thereafter                                                     3.75:1.00
</TABLE>

7.7      RESTRICTION ON CERTAIN FUNDAMENTAL CHANGES; ASSET SALES AND
         ACQUISITIONS.

         Company shall not, and shall not permit any of its Subsidiaries to,
enter into any transaction of merger or consolidation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease or sub-lease (as lessor or sublessor), transfer or otherwise dispose of,
in one transaction or a series of transactions, all or any part of its business,
property or assets, whether now owned or hereafter acquired, or make any
Acquisition, except:

                  (i)      any Subsidiary of Company may be merged with or into
                  Company or any other Subsidiary of Company, and any Subsidiary
                  of Company may be liquidated, wound up or dissolved, or all or
                  any part of its business, property or assets (including
                  capital stock of any Subsidiary of Company) may be conveyed,
                  sold, leased, transferred or otherwise disposed of, in one
                  transaction or a series of transactions, to Company or any
                  other Subsidiary of Company; PROVIDED that in the case of any
                  such merger involving Company, Company shall be the continuing
                  or surviving corporation;

                  (ii)     Company and its Subsidiaries may make Acquisitions
                  (by merger or otherwise) so long as the requirements of
                  subsection 6.13 have been satisfied and prior to the
                  consummation of any such Acquisition, Company shall have
                  delivered to Administrative Agent (a) financial statements for
                  Company and its Subsidiaries


                                       108
<PAGE>

                  for the four Fiscal-Quarter period most recently ended (the
                  "PRO FORMA TEST PERIOD"), prepared on a pro forma basis as
                  if such Acquisition had been consummated on the first day of
                  the Pro Forma Test Period and giving effect to Company's good
                  faith estimate of any anticipated cost savings or increases
                  as a result of the consummation thereof, and (b) a pro forma
                  Compliance Certificate demonstrating that, on the basis of
                  such pro forma financial statements, Company would have been
                  in compliance with all financial covenants set forth in
                  subsection 7.6 on the last day of the Pro Forma Test Period;
                  PROVIDED that, for Acquisitions consummated prior to the last
                  day of the second Fiscal Quarter of 2000, the requirements of
                  subsection 7.6 in effect for the four Fiscal-Quarter period
                  ending on such date shall be deemed to be in effect for the
                  Pro Forma Test Period;

                  (iii)    Company and its Subsidiaries may dispose of obsolete,
                  worn out or surplus property in the ordinary course of
                  business and sell or discount without recourse accounts
                  receivable arising in the ordinary course of business in
                  connection with the compromise or collection thereof;

                  (iv)     Company and its Subsidiaries may sell or otherwise
                  dispose of other assets in transactions that do not constitute
                  Asset Sales;

                  (v)      Company and its Subsidiaries may make Asset Sales of
                  assets having a fair value not in excess of $65,000,000 during
                  the term of this Agreement; PROVIDED that (w) the
                  consideration received in each such Asset Sale shall be in an
                  amount at least equal to the fair value of the assets being
                  sold; (x) any non-cash consideration received by Company in
                  respect of any such Asset Sale in the form of Indebtedness of
                  any Person in an amount in excess of $5,000,000 shall be
                  evidenced by a promissory note which shall be pledged by
                  Company to Administrative Agent pursuant to the Pledge
                  Agreement as security for the Obligations; and (y) the
                  proceeds of such Asset Sales shall be applied as required by
                  subsection 2.4B(iii)(a); and

                  (vi)     Investments permitted under subsection 7.3.

7.8      CONSOLIDATED CAPITAL EXPENDITURES.

                  A.       Company shall not, and shall not permit its
Subsidiaries to, make or incur Consolidated Capital Expenditures during the
Fiscal Year 2000 in an aggregate amount in excess of $75,000,000; PROVIDED that,
in addition to the foregoing, Company and its Subsidiaries may make or incur
Consolidated Capital Expenditures during the Fiscal Year 2000 in connection with
the further expansion by Company and its Subsidiaries into additional diagnostic
imaging and therapeutic modalities, including, without limitation, cardiac MRI,
lithotripsy, positron emission tomography and outsourced radiology department
(the "EXPANSION CAPITAL EXPENDITURES"), so long as the aggregate amount of such
Expansion Capital Expenditures does not exceed $30,000,000.


                                       109
<PAGE>

                  B.       Company shall not, and shall not permit its
Subsidiaries to, make or incur Consolidated Capital Expenditures in any Fiscal
Year (the "CURRENT FISCAL YEAR") after Fiscal Year 2000 in an aggregate amount
in excess of the greater of (i) $75,000,000 (the "MINIMUM AMOUNT") PLUS any
Carryover Amount from the Preceding Fiscal Year (as defined below) and (ii) an
amount equal to Annualized EBITDA for the Preceding Fiscal Year (as defined
below) DIVIDED BY the Factor for the Preceding Fiscal Year set forth below LESS
Fixed Charges for the Preceding Fiscal Year (as defined below).

<TABLE>
<CAPTION>

                                                                                             Factor for the
                                                                                             Preceding
                     Current Fiscal Year            Preceding Fiscal Year                    Fiscal Year
                     -------------------            ---------------------                    --------------
<S>                  <C>                                                <C>                            <C>
                     2001                                               2000                           0.85

                     2002                                               2001                           0.90

                     2003                                               2002                           1.00

                     2004                                               2003                           1.00

                     2005                                               2004                           1.05

                     2006                                               2005                           1.10

                     2007                                               2006                           1.10

                     2008                                               2007                           1.10
</TABLE>


         For purposes of this subsection 7.8B:

         "ANNUALIZED EBITDA FOR THE PRECEDING FISCAL YEAR" means the product of
(i) Consolidated Adjusted EBITDA for the two Fiscal Quarter period ending on the
last day of the Preceding Fiscal Year MULTIPLIED BY (ii) two.

         "CARRYOVER AMOUNT FROM THE PRECEDING FISCAL YEAR" means an amount equal
to the excess, if any, of the Minimum Amount over the amount which was incurred
by Company and its Subsidiaries as Consolidated Capital Expenditures during the
Preceding Fiscal Year.

         "FIXED CHARGES FOR THE PRECEDING FISCAL YEAR" means the sum of (1)
Consolidated Cash Interest Expense for the Preceding Fiscal Year PLUS (2) the
aggregate amount of scheduled repayments of Consolidated Total Debt made by
Company and its Subsidiaries during the Preceding Fiscal Year.

         "PRECEDING FISCAL YEAR" means the Fiscal Year immediately preceding the
Current Fiscal Year.


                                       110
<PAGE>

                  C.       In addition to the foregoing, Company may incur
Consolidated Capital Expenditures in any Fiscal Year up to an amount which will
not cause the Available Amount Usage to exceed the Available Amount.

7.9      AMENDMENTS OF DOCUMENTS RELATING TO SUBORDINATED INDEBTEDNESS.

                  A.       Company shall not, and shall not permit any of its
Subsidiaries to, amend or otherwise change any of the terms of any Subordinated
Indebtedness in a manner that would be adverse to Lenders in any material
respect.

SECTION 8. EVENTS OF DEFAULT

         If any of the following conditions or events ("EVENTS OF DEFAULT")
shall occur:

8.1      FAILURE TO MAKE PAYMENTS WHEN DUE.

         Failure by Company to pay any installment of principal of any Loan when
due, whether at stated maturity, by acceleration, by mandatory prepayment or
otherwise; or failure by Company to pay when due any amount payable to an
Issuing Lender in reimbursement of any drawing under a Letter of Credit; or
failure by Company to pay any interest on any Loan or any fee or any other
amount due from Company under this Agreement, in each case within five days
after the date due; or

8.2      DEFAULT IN OTHER AGREEMENTS.

(i)      Failure of Company or any of its Subsidiaries to pay
when due any principal of or interest on or any other amount
payable in respect of one or more items of Indebtedness (other
than Indebtedness referred to in subsection 8.1) or Guarantee
Obligations with an aggregate principal amount of $20,000,000
or more beyond the end of any grace or notice period provided
therefor; or (ii) breach or default by Company or any of its
Subsidiaries with respect to any other material term of (a)
one or more items of Indebtedness or Guarantee Obligations in
the aggregate principal amount referred to in clause (i) above
or (b) any loan agreement, mortgage, indenture or other
agreement relating to such item(s) of Indebtedness or
Guarantee Obligation(s), if such breach or default continues
after any applicable grace or notice period provided therefor
and the effect of such breach or default is to cause, or to
permit the holder or holders of that Indebtedness or Guarantee
Obligation(s) (or a trustee on behalf of such holder or
holders) to cause, that Indebtedness or Guarantee
Obligation(s) to become or be declared due and payable prior
to its stated maturity or the stated maturity of any
underlying obligation, as the case may be; or

8.3      BREACH OF CERTAIN COVENANTS.

         Failure of Company to perform or comply with any term or condition
contained in subsection 6.1(vi)(a) or Section 7; or


                                       111
<PAGE>

8.4      BREACH OF WARRANTY.

         Any representation, warranty, certification or other statement made by
Company or any of its Subsidiaries in any Loan Document or in any statement or
certificate at any time given by Company or any of its Subsidiaries in writing
pursuant hereto or thereto or in connection herewith or therewith shall be false
in any material respect on the date as of which made; or

8.5      OTHER DEFAULTS UNDER LOAN DOCUMENTS.

         Any Loan Party shall default in the performance of or compliance with
any term contained in this Agreement or any of the other Loan Documents, other
than any such term referred to in any other subsection of this Section 8, and
such default shall not have been remedied or waived within 30 days after receipt
by Company and such Loan Party of notice from Administrative Agent or any Lender
of such default; or

8.6      INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

(i)      A court having jurisdiction in the premises shall
enter a decree or order for relief in respect of Company or
any of its Material Subsidiaries in an involuntary case under
the Bankruptcy Code or under any other applicable bankruptcy,
insolvency or similar law now or hereafter in effect, which
decree or order is not stayed; or any other similar relief
shall be granted under any applicable federal, state or
foreign law; or (ii) an involuntary case shall be commenced
against Company or any of its Material Subsidiaries under the
Bankruptcy Code or under any other applicable bankruptcy,
insolvency, dissolution, liquidation or similar law now or
hereafter in effect; or a decree or order of a court having
jurisdiction in the premises for the appointment of a
receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over Company or any of its
Material Subsidiaries, or over all or a substantial part of
its property, shall have been entered; or there shall have
occurred the involuntary appointment of an interim receiver,
trustee or other custodian of Company or any of its Material
Subsidiaries for all or a substantial part of its property; or
a warrant of attachment, execution or similar process shall
have been issued against any substantial part of the property
of Company or any of its Material Subsidiaries, and any such
event described in this clause (ii) shall continue for 60 days
unless dismissed, bonded or discharged; or

8.7      VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

(i)      Company or any of its Material Subsidiaries shall
have an order for relief entered with respect to it or
commence a voluntary case under the Bankruptcy Code or under
any other applicable bankruptcy, insolvency, dissolution,
liquidation or similar law (whether federal, state or foreign)
now or hereafter in effect, or shall consent to the entry of
an order for relief in an involuntary case, or to the
conversion of an involuntary case to a voluntary case, under
any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all
or a substantial part of its property; or Company or any of
its Material Subsidiaries shall make any assignment for the
benefit of creditors; or (ii) Company or any of its Material
Subsidiaries shall fail generally, or shall admit in writing
its inability, to pay its debts as


                                       112
<PAGE>

such debts become due; or the Board of Directors of Company
or any of its Material Subsidiaries (or any committee
thereof) shall adopt any resolution or otherwise authorize
any action to approve any of the actions referred to in
clause (i) above or this clause (ii); or

8.8      JUDGMENTS AND ATTACHMENTS

         Any money judgments, writs or warrants of attachment or similar
processes involving in the aggregate at any time an amount in excess of
$20,000,000 (to the extent such amount is not adequately covered by insurance as
to which the insurance company has not disputed coverage in writing) shall be
entered or filed against Company or any of its Subsidiaries or any of their
respective assets and shall remain undischarged, unvacated, unbonded or unstayed
for a period of 60 days; or

8.9      ERISA.

         An ERISA Event shall occur with respect to a Pension Plan or
Multiemployer Plan; or

8.10     CHANGE OF CONTROL.

         A Change of Control shall occur; or

8.11     MATERIAL INVALIDITY OF GUARANTIES; MATERIAL FAILURE OF SECURITY;
         REPUDIATION OF OBLIGATIONS.

         At any time after the execution and delivery thereof, (i) any material
provision of the Subsidiary Guaranty or any guaranty entered into by a
Subsidiary of Company pursuant to subsection 6.7B for any reason, other than the
satisfaction in full of all Obligations, shall cease to be in full force and
effect (other than in accordance with its terms) or shall be declared to be null
and void, as to any material portion of Subsidiary Guarantors and other
Subsidiaries guaranteeing the Obligations, (ii) any Collateral Document shall
cease to create a valid security interest in the collateral purported to be
covered thereby or shall cease to be in full force and effect (other than by
reason of a release of Collateral thereunder in accordance with the terms hereof
or thereof, the satisfaction in full of the Obligations or any other termination
of such Collateral Document in accordance with the terms hereof or thereof), in
each case to the extent the same affects a material portion of the Collateral
and in each case for any reason other than any act or omission of Administrative
Agent or any Lender, or (iii) any Loan Party shall deny in writing its
obligations under any Loan Document to which it is a party:

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (whether or not any beneficiary
under any such Letter of Credit shall have presented, or shall be entitled at
such time to present, the drafts or other documents or certificates required to
draw under such Letter of Credit), and (c) all other Obligations shall
automatically become immediately due and payable, without presentment, demand,
protest or other requirements of any


                                      113
<PAGE>

kind, all of which are hereby expressly waived by Company, and the obligation of
each Lender to make any Loan, the obligation of Administrative Agent to issue
any Letter of Credit and the right of any Lender to issue any Letter of Credit
hereunder shall thereupon terminate, and (ii) upon the occurrence and during the
continuation of any other Event of Default, Administrative Agent shall, upon the
written request or with the written consent of Requisite Lenders, by written
notice to Company, declare all or any portion of the amounts described in
clauses (a) through (c) above to be, and the same shall forthwith become,
immediately due and payable, and the obligation of each Lender to make any Loan,
the obligation of Administrative Agent to issue any Letter of Credit and the
right of any Lender to issue any Letter of Credit hereunder shall thereupon
terminate; provided that the foregoing shall not affect in any way the
obligations of Lenders under subsection 3.3C(i) or the obligations of Lenders to
purchase participations in any unpaid Swing Line Loans as provided in subsection
2.1A(v).

         Any amounts described in clause (b) above, when received by
Administrative Agent, shall be held by Administrative Agent pursuant to the
terms of the Collateral Account Agreement and shall be applied as therein
provided.

         Notwithstanding anything contained in the second preceding paragraph,
if at any time within 60 days after an acceleration of the Loans pursuant to
clause (ii) of such paragraph Company shall pay all arrears of interest and all
payments on account of principal which shall have become due otherwise than as a
result of such acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this Agreement)
and all Events of Default and Potential Events of Default (other than
non-payment of the principal of and accrued interest on the Loans, in each case
which is due and payable solely by virtue of acceleration) shall be remedied or
waived pursuant to subsection 10.6, then Requisite Lenders, by written notice to
Company, may at their option rescind and annul such acceleration and its
consequences; but such action shall not affect any subsequent Event of Default
or Potential Event of Default or impair any right consequent thereon. The
provisions of this paragraph are intended merely to bind Lenders to a decision
which may be made at the election of Requisite Lenders and are not intended,
directly or indirectly, to benefit Company, and such provisions shall not at any
time be construed so as to grant Company the right to require Lenders to rescind
or annul any acceleration hereunder or to preclude Administrative Agent or
Lenders from exercising any of the rights or remedies available to them under
any of the Loan Documents, even if the conditions set forth in this paragraph
are met.

SECTION 9. ADMINISTRATIVE AGENT

9.1      APPOINTMENT.

         BTCo is hereby appointed Administrative Agent hereunder and under the
other Loan Documents and each Lender hereby authorizes Administrative Agent to
act as its agent in accordance with the terms of this Agreement and the other
Loan Documents. Administrative Agent agrees to act upon the express conditions
contained in this Agreement and the other Loan Documents, as applicable. The
provisions of this Section 9 are solely for the benefit of Administrative Agent
and Lenders and Company shall not have any rights as a third party beneficiary
of any of the provisions thereof. In performing its functions and duties under
this


                                     114
<PAGE>

Agreement, Administrative Agent shall act solely as an agent of Lenders and
does not assume and shall not be deemed to have assumed any obligation
towards or relationship of agency or trust with or for Company or any of its
Subsidiaries. Neither Syndication Agent nor Documentation Agent shall have
any liability to any Person under this Agreement except in its capacity as a
Lender or, if applicable, an Issuing Lender.

9.2      POWERS AND DUTIES; GENERAL IMMUNITY.

                  A.       POWERS; DUTIES SPECIFIED. Each Lender irrevocably
authorizes Administrative Agent to take such action on such Lender's behalf and
to exercise such powers, rights and remedies hereunder and under the other Loan
Documents as are specifically delegated or granted to Administrative Agent by
the terms hereof and thereof, together with such powers, rights and remedies as
are reasonably incidental thereto. Administrative Agent shall have only those
duties and responsibilities that are expressly specified in this Agreement and
the other Loan Documents. Administrative Agent may exercise such powers, rights
and remedies and perform such duties by or through its agents or employees.
Administrative Agent shall not have, by reason of this Agreement or any of the
other Loan Documents, a fiduciary relationship in respect of any Lender; and
nothing in this Agreement or any of the other Loan Documents, expressed or
implied, is intended to or shall be so construed as to impose upon
Administrative Agent any obligations in respect of this Agreement or any of the
other Loan Documents except as expressly set forth herein or therein.

                  B.       NO RESPONSIBILITY FOR CERTAIN MATTERS. Administrative
Agent shall not be responsible to any Lender for the execution, effectiveness,
genuineness, validity, enforceability, collectibility or sufficiency of this
Agreement or any other Loan Document or for any representations, warranties,
recitals or statements made herein or therein or made in any written or oral
statements or in any financial or other statements, instruments, reports or
certificates or any other documents furnished or made by Administrative Agent to
Lenders or by or on behalf of Company to Administrative Agent or any Lender in
connection with the Loan Documents and the transactions contemplated thereby or
for the financial condition or business affairs of Company or any other Person
liable for the payment of any Obligations, nor shall Administrative Agent be
required to ascertain or inquire as to the performance or observance of any of
the terms, conditions, provisions, covenants or agreements contained in any of
the Loan Documents or as to the use of the proceeds of the Loans or the use of
the Letters of Credit or as to the existence or possible existence of any Event
of Default or Potential Event of Default. Anything contained in this Agreement
to the contrary notwithstanding, Administrative Agent shall not have any
liability arising from confirmations of the amount of outstanding Loans or the
Letter of Credit Usage or the component amounts thereof.

                  C.       EXCULPATORY PROVISIONS. Neither Administrative Agent
nor any of its officers, directors, employees or agents shall be liable to
Lenders for any action taken or omitted by Administrative Agent under or in
connection with any of the Loan Documents except to the extent caused by
Administrative Agent's gross negligence or willful misconduct. Administrative
Agent shall be entitled to refrain from any act or the taking of any action
(including the failure to take an action) in connection with this Agreement or
any of the other Loan Documents or from the exercise of any power, discretion or
authority vested in it hereunder or thereunder unless and


                                       115
<PAGE>

until Administrative Agent shall have received instructions in respect
thereof from Requisite Lenders (or such other Lenders as may be required to
give such instructions under subsection 10.6) and, upon receipt of such
instructions from Requisite Lenders (or such other Lenders, as the case may
be), Administrative Agent shall be entitled to act or (where so instructed)
refrain from acting, or to exercise such power, discretion or authority, in
accordance with such instructions. Without prejudice to the generality of the
foregoing, (i) Administrative Agent shall be entitled to rely, and shall be
fully protected in relying, upon any communication, instrument or document
believed by it to be genuine and correct and to have been signed or sent by
the proper person or persons, and shall be entitled to rely and shall be
protected in relying on opinions and judgments of attorneys (who may be
attorneys for Company and its Subsidiaries), accountants, experts and other
professional advisors selected by it; and (ii) no Lender shall have any right
of action whatsoever against Administrative Agent as a result of
Administrative Agent acting or (where so instructed) refraining from acting
under this Agreement or any of the other Loan Documents in accordance with
the instructions of Requisite Lenders (or such other Lenders as may be
required to give such instructions under subsection 10.6).

                  D.       ADMINISTRATIVE AGENT ENTITLED TO ACT AS LENDER. The
agency hereby created shall in no way impair or affect any of the rights and
powers of, or impose any duties or obligations upon, Administrative Agent in its
individual capacity as a Lender hereunder. With respect to its participation in
the Loans and the Letters of Credit, Administrative Agent shall have the same
rights and powers hereunder as any other Lender and may exercise the same as
though it were not performing the duties and functions delegated to it
hereunder, and the term "Lender" or "Lenders" or any similar term shall, unless
the context clearly otherwise indicates, include Administrative Agent in its
individual capacity. Administrative Agent and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of banking, trust,
financial advisory or other business with Company or any of its Affiliates as if
it were not performing the duties specified herein, and may accept fees and
other consideration from Company for services in connection with this Agreement
and otherwise without having to account for the same to Lenders.

9.3      REPRESENTATIONS AND WARRANTIES; NO RESPONSIBILITY FOR APPRAISAL OF
         CREDITWORTHINESS.

         Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Company and
its Subsidiaries in connection with the making of the Loans and the issuance of
Letters of Credit hereunder and that it has made and shall continue to make its
own appraisal of the creditworthiness of Company and its Subsidiaries.
Administrative Agent shall not have any duty or responsibility, either initially
or on a continuing basis, to make any such investigation or any such appraisal
on behalf of Lenders or to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the
making of the Loans or at any time or times thereafter, and Administrative Agent
shall not have any responsibility with respect to the accuracy of or the
completeness of any information provided to Lenders.


                                       116
<PAGE>

9.4      RIGHT TO INDEMNITY.

         Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify Administrative Agent, Documentation Agent and Syndication Agent to the
extent that such Person shall not have been reimbursed by Company, for and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses (including counsel fees and
disbursements) or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against such Person in exercising its
powers, rights and remedies or performing its duties hereunder or under the
other Loan Documents or otherwise in its capacity as Administrative Agent,
Documentation Agent or Syndication Agent, respectively, in any way relating to
or arising out of this Agreement or the other Loan Documents; PROVIDED that no
Lender shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the gross negligence or willful misconduct of the indemnified
Person. If any indemnity furnished to Administrative Agent, Documentation Agent
or Syndication Agent for any purpose shall, in the opinion of such Person, be
insufficient or become impaired, such Person may call for additional indemnity
and cease, or not commence, to do the acts indemnified against until such
additional indemnity is furnished.

9.5      SUCCESSOR ADMINISTRATIVE AGENT AND SWING LINE LENDER.

                  A.       SUCCESSOR ADMINISTRATIVE AGENT. Administrative Agent
may resign at any time by giving 30 days' prior written notice thereof to
Lenders and Company, and Administrative Agent may be removed at any time with or
without cause by an instrument or concurrent instruments in writing delivered to
Company and Administrative Agent and signed by Requisite Lenders. Upon any such
notice of resignation or any such removal, Requisite Lenders shall have the
right, upon five Business Days' notice to Company, to appoint a successor
Administrative Agent acceptable to Company (which acceptance shall not be
unreasonably withheld). Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, that successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring or removed Administrative
Agent and the retiring or removed Administrative Agent shall be discharged from
its duties and obligations under this Agreement and the other Loan Documents.
After any retiring or removed Administrative Agent's resignation or removal
hereunder as Administrative Agent, the provisions of this Section 9 shall inure
to its benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent under this Agreement.

                  B.       SUCCESSOR SWING LINE LENDER. Any resignation or
removal of Administrative Agent pursuant to subsection 9.5A shall also
constitute the resignation or removal of BTCo or its successor as Swing Line
Lender, and any successor Administrative Agent appointed pursuant to
subsection 9.5A shall, upon its acceptance of such appointment, become the
successor Swing Line Lender for all purposes hereunder. In such event (i)
Company shall prepay any outstanding Swing Line Loans made by the retiring or
removed Administrative Agent in its capacity as Swing Line Lender, (ii) upon
such prepayment, the retiring or removed Administrative Agent and Swing Line
Lender shall surrender any Swing Line Note held by it to Company for
cancellation, and (iii) if so requested by the successor Administrative Agent
and

                                       117
<PAGE>

Swing Line Lender in accordance with subsection 2.1E, Company shall
issue a new Swing Line Note to the successor Administrative Agent and Swing
Line Lender substantially in the form of EXHIBIT VIII annexed hereto, in the
principal amount of the Swing Line Loan Commitment then in effect and with
other appropriate insertions.

9.6      COLLATERAL DOCUMENTS AND GUARANTIES.

         Each Lender hereby further authorizes Administrative Agent, on behalf
of and for the benefit of Lenders, to enter into each Collateral Document as
secured party and to be the agent for and representative of Lenders under the
Guaranties, and each Lender agrees to be bound by the terms of each Collateral
Document and each Guaranty; PROVIDED that Administrative Agent shall not (i)
enter into or consent to any material amendment, modification, termination or
waiver of any provision contained in any Collateral Document or the Guaranties
or (ii) release any Collateral (except as otherwise expressly permitted or
required pursuant to the terms of this Agreement or the applicable Collateral
Document), in each case without the prior consent of Requisite Lenders (or such
other Lenders as may be required to give such instructions under subsection
10.6); PROVIDED FURTHER, HOWEVER, that, without further written consent or
authorization from Lenders, Administrative Agent may execute any documents or
instruments necessary to (a) release any Lien encumbering any item of Collateral
that is the subject of a sale or other disposition of assets permitted by this
Agreement or to which Requisite Lenders have otherwise consented or (b) release
any Subsidiary from its Guaranty if all of the capital stock of such Subsidiary
is sold to any Person (other than an Affiliate of Company) pursuant to a sale or
other disposition permitted hereunder or to which Requisite Lenders have
otherwise consented. Anything contained in any of the Loan Documents to the
contrary notwithstanding, Company, Administrative Agent and each Lender hereby
agree that (X) no Lender shall have any right individually to realize upon any
of the Collateral under any Collateral Document or to enforce the Guaranties, it
being understood and agreed that all powers, rights and remedies under the
Collateral Documents and the Guaranties may be exercised solely by
Administrative Agent for the benefit of Lenders in accordance with the terms
thereof, and (Y) in the event of a foreclosure by Administrative Agent on any of
the Collateral pursuant to a public or private sale, Administrative Agent or any
Lender may be the purchaser of any or all of such Collateral at any such sale
and Administrative Agent, as agent for and representative of Lenders (but not
any Lender or Lenders in its or their respective individual capacities unless
Requisite Lenders shall otherwise agree in writing) shall be entitled, for the
purpose of bidding and making settlement or payment of the purchase price for
all or any portion of the Collateral sold at any such public sale, to use and
apply any of the Obligations as a credit on account of the purchase price for
any collateral payable by Administrative Agent at such sale.

SECTION 10. MISCELLANEOUS

10.1     ASSIGNMENTS AND PARTICIPATIONS IN LOANS AND LETTERS OF CREDIT.

                  A.       GENERAL. Subject to subsection 10.1B, each Lender
shall have the right at any time (i) to sell, assign or transfer to any Eligible
Assignee, or (ii) to sell participations to any Person in, all or any part of
its Commitments or any Loan or Loans made by it or its Letters of Credit or
participations therein or any other interest herein or in any other Obligations
owed to it;


                                       118
<PAGE>

PROVIDED that no such sale, assignment, transfer or participation shall,
without the consent of Company, require Company to file a registration
statement with the SEC or apply to qualify such sale, assignment, transfer or
participation under the securities laws of any state; PROVIDED, FURTHER that
no such sale, assignment or transfer described in clause (i) above shall be
effective unless and until an Assignment Agreement effecting such sale,
assignment or transfer shall have been accepted by Administrative Agent and
recorded in the Register as provided in subsection 10.1B(ii); PROVIDED,
FURTHER that no such sale, assignment, transfer or participation of any
Letter of Credit or any participation therein may be made separately from a
sale, assignment, transfer or participation of a corresponding interest in
the Revolving Loan Commitment and the Revolving Loans of the Lender effecting
such sale, assignment, transfer or participation; and PROVIDED, FURTHER that,
anything contained herein to the contrary notwithstanding, the Swing Line
Loan Commitment and the Swing Line Loans of Swing Line Lender may not be
sold, assigned or transferred as described in clause (i) above to any Person
other than a successor Administrative Agent and Swing Line Lender to the
extent contemplated by subsection 9.5. Except as otherwise provided in this
subsection 10.1, no Lender shall, as between Company and such Lender, be
relieved of any of its obligations hereunder as a result of any sale,
assignment or transfer of, or any granting of participations in, all or any
part of its Commitments or the Loans, the Letters of Credit or participations
therein, or the other Obligations owed to such Lender.

                  B.       ASSIGNMENTS.

                  (i)      AMOUNTS AND TERMS OF ASSIGNMENTS. Each Commitment,
                  Loan, Letter of Credit or participation therein, or other
                  Obligation may (a) be assigned in any amount to another
                  Lender, or to an Affiliate of the assigning Lender or another
                  Lender, or in the case of an assignment by any Lender that is
                  a fund that invests in bank loans, to any other fund that
                  invests in bank loans and is managed by the same investment
                  adviser of such assigning Lender or by an Affiliate of such
                  investment adviser, with the giving of notice to Company and
                  Administrative Agent or (b) be assigned in an aggregate amount
                  of not less than $5,000,000 (or such lesser amount as shall
                  constitute the aggregate amount of the Commitments, Loans,
                  Letters of Credit and participations therein, and other
                  Obligations of the assigning Lender) to any other Eligible
                  Assignee (treating (x) any fund that invests in bank loans and
                  (y) any other fund that invests in bank loans and is managed
                  by the same investment adviser as such fund or by an Affiliate
                  of such investment adviser, as a single Eligible Assignee)
                  with the consent of Company and Administrative Agent (which
                  consent of Company and Administrative Agent shall not be
                  unreasonably withheld or delayed); PROVIDED, that the consent
                  of Company shall not be required for any assignment that
                  occurs at any time when an Event of Default under subsection
                  8.6 or 8.7 shall have occurred and be continuing. To the
                  extent of any such assignment in accordance with either clause
                  (a) or (b) above, the assigning Lender shall be relieved of
                  its obligations with respect to its Commitments, Loans,
                  Letters of Credit or participations therein, or other
                  Obligations or the portion thereof so assigned. The parties to
                  each such assignment shall execute and deliver to
                  Administrative Agent, for its acceptance and recording in the
                  Register, an Assignment Agreement, together with a


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                  processing and recordation fee of $3,500 and such forms,
                  certificates or other evidence, if any, with respect to
                  United States federal income tax withholding matters as the
                  assignee under such Assignment Agreement may be required to
                  deliver to Administrative Agent pursuant to subsections
                  2.7B(iii)(a) and 2.7B(iv)(a). Upon such execution,
                  delivery, acceptance and recordation, from and after the
                  effective date specified in such Assignment Agreement, (y)
                  the assignee thereunder shall be a party hereto and, to the
                  extent that rights and obligations hereunder have been
                  assigned to it pursuant to such Assignment Agreement, shall
                  have the rights and obligations of a Lender hereunder and
                  (z) the assigning Lender thereunder shall, to the extent
                  that rights and obligations hereunder have been assigned by
                  it pursuant to such Assignment Agreement, relinquish its
                  rights (other than any rights which survive the termination
                  of this Agreement under subsection 10.8B) and be released
                  from its obligations under this Agreement (and, in the case
                  of an Assignment Agreement covering all or the remaining
                  portion of an assigning Lender's rights and obligations
                  under this Agreement, such Lender shall cease to be a party
                  hereto; PROVIDED that, anything contained in any of the
                  Loan Documents to the contrary notwithstanding, if such
                  Lender is the Issuing Lender with respect to any
                  outstanding Letters of Credit such Lender shall continue to
                  have all rights and obligations of an Issuing Lender with
                  respect to such Letters of Credit until the cancellation or
                  expiration of such Letters of Credit and the reimbursement
                  of any amounts drawn thereunder). The Commitments hereunder
                  shall be modified to reflect the Commitment of such
                  assignee and any remaining Commitment of such assigning
                  Lender and, if any such assignment occurs after the
                  issuance of any Notes hereunder, the assigning Lender
                  shall, upon the effectiveness of such assignment or as
                  promptly thereafter as practicable, surrender its
                  applicable Notes, if any, to Administrative Agent for
                  cancellation, and thereupon new Notes shall, if so
                  requested by the assignee and/or the assigning Lender in
                  accordance with subsection 2.1E, be issued to the assignee
                  and to the assigning Lender, substantially in the form of
                  EXHIBIT IV, EXHIBIT V, EXHIBIT VI or EXHIBIT VII annexed
                  hereto, as the case may be, with appropriate insertions, to
                  reflect the new Commitments and/or outstanding Tranche A
                  Term Loans and/or Tranche B Term Loans and/or Tranche C
                  Term Loans, as the case may be, of the assignee and the
                  assigning Lender.

                  (ii)     ACCEPTANCE BY ADMINISTRATIVE AGENT; RECORDATION IN
                  REGISTER. Upon its receipt of an Assignment Agreement executed
                  by an assigning Lender and an assignee representing that it is
                  an Eligible Assignee, together with the processing and
                  recordation fee referred to in subsection 10.1B(i) and any
                  forms, certificates or other evidence with respect to United
                  States federal income tax withholding matters that such
                  assignee may be required to deliver to Administrative Agent
                  pursuant to subsections 2.7B(iii)(a) and 2.7B(iv)(a),
                  Administrative Agent shall, if Administrative Agent and
                  Company have consented to the assignment evidenced thereby (in
                  each case to the extent such consent is required pursuant to
                  subsection 10.1B(i)), (a) accept such Assignment Agreement by
                  executing a counterpart thereof as provided therein (which
                  acceptance shall evidence any required consent


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                  of Administrative Agent to such assignment), (b) record the
                  information contained therein in the Register, and (c) give
                  prompt notice thereof to Company. Administrative Agent shall
                  maintain a copy of each Assignment Agreement delivered to and
                  accepted by it as provided in this subsection 10.1B(ii).

                  C.       PARTICIPATIONS. The holder of any participation,
other than an Affiliate of the Lender granting such participation, shall not be
entitled to require such Lender to take or omit to take any action hereunder
except action directly affecting (i) the extension of the scheduled final
maturity date of any Loan allocated to such participation or (ii) a reduction of
the principal amount of or the rate of interest payable on any Loan allocated to
such participation or a reduction of the fee payable in respect of any Letter of
Credit allocated to such participation or a reduction of any commitment fee in
respect of any Commitment allocated to such participation, and all amounts
payable by Company hereunder (including amounts payable to such Lender pursuant
to subsections 2.6D, 2.7 and 3.6) shall be determined as if such Lender had not
sold such participation. Company and each Lender hereby acknowledge and agree
that, solely for purposes of subsections 10.4 and 10.5, (a) any participation
will give rise to a direct obligation of Company to the participant and (b) the
participant shall be considered to be a "Lender".

                  D.       ASSIGNMENTS TO FEDERAL RESERVE BANKS AND FUND
TRUSTEES. In addition to the assignments and participations permitted under the
foregoing provisions of this subsection 10.1, any Lender may assign and pledge
all or any portion of its Loans, the other Obligations owed to such Lender, and
its Notes to secure the obligations of such Lender, including, but not limited
to, obligations to any Federal Reserve Bank as collateral security pursuant to
Regulation A of the Board of Governors of the Federal Reserve System and any
operating circular issued by such Federal Reserve Bank, and, with the consent of
Company and Administrative Agent, any Lender which is an investment fund may
pledge all or any portion of its Notes or Loans to its trustee, other
representative or creditor in support of its obligations to such Persons;
PROVIDED that (i) no Lender shall, as between Company and such Lender, be
relieved of any of its obligations hereunder as a result of any such assignment
and pledge and (ii) in no event shall such Federal Reserve Bank be considered to
be a "Lender" or be entitled to require the assigning Lender to take or omit to
take any action hereunder.

                  E.       INFORMATION. Each Lender may furnish any information
concerning Company and its Subsidiaries in the possession of that Lender from
time to time to assignees and participants (including prospective assignees and
participants) and their respective investment advisers, subject to subsection
10.18.

                  F.       REPRESENTATIONS OF LENDERS. Each Lender listed on the
signature pages hereof hereby represents and warrants (i) that it is an Eligible
Assignee described in clause (A) of the definition thereof; (ii) that it has
experience and expertise in the making of loans such as the Loans; and (iii)
that it will make its Loans for its own account in the ordinary course of its
business and without a view to distribution of such Loans within the meaning of
the Securities Act or the Exchange Act or other federal securities laws (it
being understood that, subject to the provisions of this subsection 10.1, the
disposition of such Loans or any interests therein shall at all times remain
within its exclusive control). Each Lender that becomes a party hereto pursuant
to an Assignment Agreement shall be deemed to agree that the representations and
warranties of


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such Lender contained in Section 2(c) of such Assignment Agreement are
incorporated herein by this reference.

10.2     EXPENSES.

         Whether or not the transactions contemplated hereby shall be
consummated, Company agrees to pay promptly (i) all the actual and reasonable
costs and expenses of preparation of the Loan Documents and any consents,
amendments, waivers or other modifications thereto; (ii) all the costs of
furnishing all opinions by counsel for Company (including any opinions requested
by Lenders as to any legal matters arising hereunder) and of Company's
performance of and compliance with all agreements and conditions on its part to
be performed or complied with under this Agreement and the other Loan Documents
including with respect to confirming compliance with environmental, insurance
and solvency requirements; (iii) the reasonable fees, expenses and disbursements
of counsel to Administrative Agent (including allocated costs of internal
counsel) pursuant to a detailed invoice submitted to Company in connection with
the negotiation, preparation, execution and administration of the Loan Documents
and any consents, amendments, waivers or other modifications thereto and any
other documents or matters requested by Company; (iv) all the actual costs and
reasonable expenses of creating and perfecting Liens in favor of Administrative
Agent on behalf of Lenders pursuant to any Collateral Document, including filing
fees, expenses and taxes, stamp or documentary taxes, search fees and reasonable
fees, expenses and disbursements of counsel to Administrative Agent; (v) all the
actual costs and reasonable expenses (including the reasonable fees, expenses
and disbursements of any environmental consultants retained by Administrative
Agent or its counsel) of obtaining and reviewing any environmental audits or
reports provided for on or before the Closing Date; (vi) all the actual costs
and reasonable expenses of the custody or preservation of any of the Collateral;
(vii) all other actual and reasonable costs and expenses incurred by Syndication
Agent, Documentation Agent and Administrative Agent in connection with the
syndication of the Commitments and the negotiation, preparation and execution of
the Loan Documents and any consents, amendments, waivers or other modifications
thereto and the transactions contemplated thereby; and (viii) after the
occurrence of an Event of Default, all costs and expenses, including reasonable
attorneys' fees and costs of settlement, incurred by Administrative Agent and
each Lender in enforcing any Obligations of or in collecting any payments due
from any Loan Party hereunder or under the other Loan Documents by reason of
such Event of Default (including in connection with the sale of, collection
from, or other realization upon any of the Collateral or the enforcement of the
Guaranties) or in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement in the nature of a "work-out" or
pursuant to any insolvency or bankruptcy proceedings.

10.3     INDEMNITY.

         In addition to the payment of expenses pursuant to subsection 10.2,
whether or not the transactions contemplated hereby shall be consummated,
Company agrees to defend (subject to Indemnitees' selection of counsel),
indemnify, pay and hold harmless Administrative Agent, Syndication Agent,
Documentation Agent and each Lender, and the officers, directors, employees,
trustees, partners, agents and affiliates of Administrative Agent, Syndication
Agent, Documentation Agent and each Lender (collectively called the
"INDEMNITEES"), from and against


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any and all Indemnified Liabilities (as hereinafter defined); PROVIDED that
Company shall not have any obligation to any Indemnitee hereunder with
respect to any Indemnified Liabilities to the extent such Indemnified
Liabilities arise solely from the gross negligence or willful misconduct of
that Indemnitee as determined by a final judgment of a court of competent
jurisdiction.

         As used herein, "INDEMNIFIED LIABILITIES" means, collectively, any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, claims, costs, expenses and disbursements of any kind or nature
whatsoever (including the reasonable fees and disbursements of counsel for
Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened by any Person, whether or not any such
Indemnitee shall be designated as a party or a potential party thereto, and any
fees or expenses incurred by Indemnitees in enforcing this indemnity), whether
direct, indirect or consequential and whether based on any federal, state or
foreign laws, statutes, rules or regulations (including securities and
commercial laws, statutes, rules or regulations and Environmental Laws), on
common law or equitable cause or on contract or otherwise, that may be imposed
on, incurred by, or asserted against any such Indemnitee, in any manner relating
to or arising out of (i) this Agreement or the other Loan Documents or the
Related Agreements or the transactions contemplated hereby or thereby (including
Lenders' agreement to make the Loans hereunder or the use or intended use of the
proceeds thereof or the issuance of Letters of Credit hereunder or the use or
intended use of any thereof, or any enforcement of any of the Loan Documents
(including any sale of, collection from, or other realization upon any of the
Collateral or the enforcement of the Guaranties), (ii) the statements contained
in the commitment letter delivered by any Lender to Company with respect
thereto, or (iii) any Environmental Claim or any Hazardous Materials relating to
or arising from, directly or indirectly, any past or present activity,
operation, land ownership, or practice of Company or any of its Subsidiaries.

         To the extent that the undertakings to defend, indemnify, pay and hold
harmless set forth in this subsection 10.3 may be unenforceable in whole or in
part because they are violative of any law or public policy, Company shall
contribute the maximum portion that it is permitted to pay and satisfy under
applicable law to the payment and satisfaction of all Indemnified Liabilities
incurred by Indemnitees or any of them.

10.4     SET-OFF.

         In addition to any rights now or hereafter granted under applicable law
and not by way of limitation of any such rights, upon the occurrence of any
Event of Default each Lender is hereby authorized by Company at any time or from
time to time, without notice to Company or to any other Person, any such notice
being hereby expressly waived, to set off and to appropriate and to apply any
and all deposits (general or special, including Indebtedness evidenced by
certificates of deposit, whether matured or unmatured, but not including trust
accounts) and any other Indebtedness at any time held or owing by that Lender to
or for the credit or the account of Company against and on account of any
obligations and liabilities of Company then due and payable to that Lender under
this Agreement, the Letters of Credit and participations therein and the other
Loan Documents, irrespective of whether or not that Lender shall have made any
demand for payment thereof.


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10.5     RATABLE SHARING.

         Lenders hereby agree among themselves that if any of them shall,
whether by voluntary payment (other than a voluntary prepayment of Loans made
and applied in accordance with the terms of this Agreement), by realization upon
security, through the exercise of any right of set-off or banker's lien, by
counterclaim or cross action or by the enforcement of any right under the Loan
Documents or otherwise, or as adequate protection of a deposit treated as cash
collateral under the Bankruptcy Code, receive payment or reduction of a
proportion of the aggregate amount of principal, interest, amounts payable in
respect of Letters of Credit, fees and other amounts then due and owing to that
Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE
AMOUNTS DUE" to such Lender) which is greater than the proportion received by
any other Lender in respect of the Aggregate Amounts Due to such other Lender,
then the Lender receiving such proportionately greater payment shall (i) notify
Administrative Agent and each other Lender of the receipt of such payment and
(ii) apply a portion of such payment to purchase participations (which it shall
be deemed to have purchased from each seller of a participation simultaneously
upon the receipt by such seller of its portion of such payment) in the Aggregate
Amounts Due to the other Lenders so that all such recoveries of Aggregate
Amounts Due shall be shared by all Lenders in proportion to the Aggregate
Amounts Due to them; PROVIDED that if all or part of such proportionately
greater payment received by such purchasing Lender is thereafter recovered from
such Lender upon the bankruptcy or reorganization of Company or otherwise, those
purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to such purchasing Lender ratably to the extent
of such recovery, but without interest. Company expressly consents to the
foregoing arrangement and agrees that any holder of a participation so purchased
may exercise any and all rights of banker's lien, set-off or counterclaim with
respect to any and all monies owing by Company to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder.

10.6     AMENDMENTS AND WAIVERS.

                  A.       No amendment, modification, termination or waiver of
any provision of the Loan Documents, or consent to any departure by Company
therefrom, shall in any event be effective without the written concurrence of
Requisite Lenders; PROVIDED that no such amendment, modification, termination,
waiver or consent shall, without the consent of each Lender (with Obligations
directly affected in the case of the following clause (i)): (i) extend the
scheduled final maturity of any Loan or Note, or extend the stated expiration
date of any Letter of Credit beyond the Revolving Loan Commitment Termination
Date, or reduce the rate of interest on any Loan (other than any waiver of any
increase in the interest rate applicable to any Loan pursuant to subsection
2.2E) or any commitment fees or letter of credit fees payable hereunder, or
extend the time for payment of any such interest or fees, or reduce the
principal amount of any Loan or any reimbursement obligation in respect of any
Letter of Credit, (ii) amend, modify, terminate or waive any provision of this
subsection 10.6, (iii) reduce the percentage specified in the definition of
"Requisite Lenders" (it being understood that, with the consent of Requisite
Lenders, additional extensions of credit pursuant to this Agreement may be
included in the determination of "Requisite Lenders" on substantially the same
basis as the Term Loan Commitments, the Term Loans, the Revolving Loan
Commitments and the Revolving


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Loans are included on the Closing Date), or (iv) consent to the assignment or
transfer by Company of any of its rights and obligations under this
Agreement; PROVIDED, FURTHER that no such amendment, modification,
termination or waiver shall (1) increase the Commitments of any Lender over
the amount thereof then in effect without the consent of such Lender (it
being understood that no amendment, modification or waiver of any condition
precedent, covenant, Potential Event of Default or Event of Default shall
constitute an increase in the Commitment of any Lender, and that no increase
in the available portion of any Commitment of any Lender shall constitute an
increase in such Commitment of such Lender); (2) amend, modify, terminate or
waive any provision of subsection 2.1A(v) or any other provision of this
Agreement relating to the Swing Line Loan Commitment or the Swing Line Loans
without the consent of Swing Line Lender; (3) amend the definition of
"Supermajority Lenders" without the consent of the Supermajority Lenders, or
release all or substantially all of the Collateral or all or substantially
all of the Subsidiary Guarantors from the Subsidiary Guaranty except as
expressly provided in the Loan Documents, without the consent of the
Supermajority Lenders, (4) amend the definition of "Requisite Class Lenders"
without the consent of Requisite Class Lenders of each Class, or alter the
required application of any repayments or prepayments as between Classes
pursuant to subsection 2.4B(iv) without the consent of Requisite Class
Lenders of each Class which is being allocated a lesser repayment or
prepayment as a result thereof (although Requisite Lenders may waive, in
whole or in part, any mandatory prepayment so long as the application, as
between Classes, of any portion of such prepayment which is still required to
be made is not altered); (5) without the consent of Requisite Class Lenders
of the respective Class, waive, reduce or postpone any scheduled repayment
set forth in subsection 2.4A(i), (ii) or (iii) with respect to the applicable
Term Loans of such affected Class; (6) amend, modify, terminate or waive any
obligation of Lenders relating to the purchase of participations in Letters
of Credit as provided in subsection 3.1C without the written concurrence of
Administrative Agent and of each Issuing Lender which has a Letter of Credit
then outstanding or which has not been reimbursed for a drawing under a
Letter of Credit issued it; (7) amend, modify, terminate or waive any
provision of Section 9 as the same applies to Administrative Agent, or any
other provision of this Agreement as the same applies to the rights or
obligations of Administrative Agent, in each case without the consent of
Administrative Agent; or (8) amend the definition of "Supermajority Class B
Lenders" or "Supermajority Class C Lenders" without the consent of the
Supermajority Class B Lenders or the Supermajority Class C Lenders,
respectively, or permit any interest period with a duration of longer than
six months with respect to any LIBOR Loans that are Tranche B Term Loans
without the consent of the Supermajority Class B Lenders, or permit any
interest period with a duration of longer than six months with respect to any
LIBOR Loans that are Tranche C Term Loans without the consent of the
Supermajority Class C Lenders.

                  B.       Administrative Agent may, but shall have no
obligation to, with the concurrence of any Lender, execute amendments,
modifications, waivers or consents on behalf of that Lender. Any waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which it was given. No notice to or demand on Company in any case
shall entitle Company to any other or further notice or demand in similar or
other circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this subsection 10.6 shall be binding upon each
Lender at the time outstanding, each future Lender and, if signed by Company,
Company.


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10.7     NOTICES.

         Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, telexed or sent by telefacsimile or United States mail
or courier service and shall be deemed to have been given when delivered in
person or by courier service, upon receipt of telefacsimile or telex, or three
Business Days after depositing it in the United States mail with postage prepaid
and properly addressed; PROVIDED that notices to Administrative Agent shall not
be effective until received. For the purposes hereof, the address of each party
hereto shall be as set forth under such party's name on the signature pages
hereof or (i) as to Company and Administrative Agent, such other address as
shall be designated by such Person in a written notice delivered to the other
parties hereto and (ii) as to each other party, such other address as shall be
designated by such party in a written notice delivered to Administrative Agent.

10.8     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

                  A.       All representations, warranties and agreements made
herein shall survive the execution and delivery of this Agreement and the making
of the Loans and the issuance of the Letters of Credit hereunder.

                  B.       Notwithstanding anything in this Agreement or implied
by law to the contrary, the agreements of Company set forth in subsections 2.6D,
2.7, 3.5A, 3.6, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in
subsections 9.2C, 9.4 and 10.5 shall survive the payment of the Loans, the
cancellation or expiration of the Letters of Credit and the reimbursement of any
amounts drawn thereunder, and the termination of this Agreement.

10.9     FAILURE OR INDULGENCE NOT WAIVER; REMEDIES CUMULATIVE.

         No failure or delay on the part of Administrative Agent or any Lender
in the exercise of any power, right or privilege hereunder or under any other
Loan Document shall impair such power, right or privilege or be construed to be
a waiver of any default or acquiescence therein, nor shall any single or partial
exercise of any such power, right or privilege preclude other or further
exercise thereof or of any other power, right or privilege. All rights and
remedies existing under this Agreement and the other Loan Documents are
cumulative to, and not exclusive of, any rights or remedies otherwise available.

10.10    MARSHALLING; PAYMENTS SET ASIDE.

         Neither Administrative Agent nor any Lender shall be under any
obligation to marshal any assets in favor of Company or any other party or
against or in payment of any or all of the Obligations. To the extent that
Company makes a payment or payments to Administrative Agent or Lenders (or to
Administrative Agent for the benefit of Lenders), or Administrative Agent or
Lenders enforce any security interests or exercise their rights of setoff, and
such payment or payments or the proceeds of such enforcement or setoff or any
part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, any other state or


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federal law, common law or any equitable cause, then, to the extent of such
recovery, the obligation or part thereof originally intended to be satisfied,
and all Liens, rights and remedies therefor or related thereto, shall be
revived and continued in full force and effect as if such payment or payments
had not been made or such enforcement or setoff had not occurred.

10.11    SEVERABILITY.

         In case any provision in or obligation under this Agreement or the
Notes shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

10.12    OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.

         The obligations of Lenders hereunder are several and no Lender shall be
responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Loan Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and each Lender shall be entitled to protect and enforce its
rights arising out of this Agreement and it shall not be necessary for any other
Lender to be joined as an additional party in any proceeding for such purpose.

10.13    HEADINGS.

         Section and subsection headings in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose or be given any substantive effect.

10.14    APPLICABLE LAW.

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

10.15    SUCCESSORS AND ASSIGNS.

         This Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties
hereto and the successors and assigns of Lenders (it being understood that
Lenders' rights of assignment are subject to subsection 10.1). None of Company's
rights or obligations hereunder or under the other Loan Documents nor any
interest therein may be assigned or delegated by Company without the prior
written consent of all Lenders.


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10.16    CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

         ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY OBLIGATIONS
THEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT
JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND
DELIVERING THIS AGREEMENT, COMPANY, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY

                  (I)      ACCEPTS GENERALLY AND UNCONDITIONALLY THE
                  NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

                  (II)     WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

                  (III)    AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
                  PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
                  CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO COMPANY AT ITS
                  ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 10.7;

                  (IV)     AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE
                  IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER COMPANY IN
                  ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE
                  CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;

                  (V)      AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE PROCESS
                  IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
                  AGAINST COMPANY IN THE COURTS OF ANY OTHER JURISDICTION; AND

                  (VI)     AGREES THAT THE PROVISIONS OF THIS SUBSECTION 10.16
                  RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND
                  ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK
                  GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

10.17    WAIVER OF JURY TRIAL.

         EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS AMONG THEM
RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY
RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this waiver is intended to
be


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all-encompassing of any and all disputes that may be filed in any court and
that relate to the subject matter of this transaction, including contract
claims, tort claims, breach of duty claims and all other common law and
statutory claims. Each party hereto acknowledges that this waiver is a material
inducement to enter into a business relationship, that each has already relied
on this waiver in entering into this Agreement, and that each will continue to
rely on this waiver in their related future dealings. Each party hereto further
warrants and represents that it has reviewed this waiver with its legal counsel
and that it knowingly and voluntarily waives its jury trial rights following
consultation with legal counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY
NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN
WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 10.17 AND EXECUTED BY EACH OF
THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS
MADE HEREUNDER. In the event of litigation, this Agreement may be filed as a
written consent to a trial by the court.

10.18    CONFIDENTIALITY.

         Each Lender shall hold all non-public information obtained pursuant to
the requirements of this Agreement which has been identified as confidential by
Company in accordance with such Lender's customary procedures for handling
confidential information of this nature and in accordance with safe and sound
banking practices, it being understood and agreed by Company that in any event a
Lender may make disclosures to Affiliates of such Lender or disclosures
reasonably required by any bona fide assignee, transferee or participant and
their respective investment advisers in connection with the contemplated
assignment or transfer by such Lender of any Loans or any participations therein
or disclosures required or requested by any governmental agency or
representative thereof, or the National Association of Insurance Commissioners
(the "NAIC") or disclosures required to any direct or indirect contractual
counterparty in swap agreements or such contractual counterparty's professional
advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty agrees to be bound by the provisions of this
Section 10.18) or any other Person with the prior written consent of Company and
Administrative Agent in the exercise of their respective sole discretion or
pursuant to legal process; PROVIDED that, unless specifically prohibited by
applicable law or court order, each Lender shall notify Company of any request
by any governmental agency or representative thereof or the NAIC (other than any
such request in connection with any examination of the financial condition of
such Lender by such governmental agency or the NAIC) for disclosure of any such
non-public information prior to disclosure of such information; and PROVIDED,
FURTHER that in no event shall any Lender be obligated or required to return any
materials furnished by Company or any of its Subsidiaries.

10.19    COUNTERPARTS; EFFECTIVENESS.

         This Agreement and any amendments, waivers, consents or supplements
hereto or in connection herewith may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed


                                       129
<PAGE>

an original, but all such counterparts together shall constitute but one and
the same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document. This Agreement shall become
effective upon the execution of a counterpart hereof by each of the parties
hereto and receipt by Company and Administrative Agent of written or
telephonic notification of such execution and authorization of delivery
thereof.

10.20    JUDGMENT CURRENCY.

                  A.       CURRENCY CONVERSION RATE. If, for the purposes of
obtaining judgment in any court, it is necessary to convert a sum due hereunder
in any currency (the "ORIGINAL CURRENCY") into another currency (the "OTHER
CURRENCY"), the parties hereto agree, to the fullest extent permitted by law,
that the rate of exchange used shall be that at which in accordance with normal
banking procedures Administrative Agent could purchase the Original Currency
with the Other Currency on the Business Day preceding that on which final
judgment is given.

                  B.       DISCHARGE OF JUDGMENT. The obligations of Company in
respect of any sum due from it to Lenders hereunder shall, notwithstanding any
judgment in such Other Currency, be discharged only to the extent that, on the
Business Day following receipt by Administrative Agent of any sum adjudged to be
so due in the Other Currency, Administrative Agent may in accordance with normal
banking procedures purchase the Original Currency with the Other Currency; if
the Original Currency so purchased is less than the sum originally due to
Lenders in the Original Currency, Company agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify Lenders against such loss, and
if the amount of the Original Currency so purchased exceeds the sum originally
due to Lenders in the Original Currency, Lenders shall remit such excess to
Company.

10.21    EUROPEAN MONETARY UNION.

         It is hereby acknowledged that during the term of this Agreement, any
country which on the date hereof has not adopted the single European currency as
part of the European Economic and Monetary Union may adopt such single European
currency as its lawful currency in place of its original currency. It is hereby
acknowledged and agreed that the original currency of such country shall include
any such successor currency and that conversion into such successor currency
shall be made at the official rate of conversion on the date on which such
original currency is so replaced, and that the denomination of the original
currency shall be retained hereunder for so long as it is legally permissible.
It is hereby further acknowledged and agreed that the provisions of this
Agreement relating to such original currency shall remain in full force and
effect upon such conversion, and that neither the replacement of such original
currency by such successor currency, the fixing of the official rate of
conversion, nor any economic consequences resulting therefrom shall give rise to
any right to terminate, contest, cancel, modify or renegotiate the provisions of
this Agreement.


                                       130
<PAGE>

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       131
<PAGE>

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

                     COMPANY:
                                    ALLIANCE IMAGING, INC.

                                    By:  /s/ KENNETH S. ORD
                                         ---------------------------------------
                                         Name:  Kenneth S. Ord
                                         Title: Executive Vice President and
                                                Chief Financial Officer


                     AGENTS AND LENDERS:


                                    MORGAN GUARANTY TRUST COMPANY

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



                                    CITIBANK, N.A.

                                    By:  /s/ EDWARD T. CROOK
                                         ---------------------------------------
                                         Name:  Edward T. Crook
                                         Title: Attorney In Fact



                                       S-1
<PAGE>

                                    BANKERS TRUST COMPANY,
                                    individually and as Administrative Agent

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


                                    THE INDUSTRIAL BANK OF JAPAN, LIMITED

                                    By:  /s/ J. KENNETH BIEGEN
                                         ---------------------------------------
                                         Name:  J. Kenneth Biegen
                                         Title: Senior Vice President


                                    KZH CNC LLC

                                    By:  /s/ PETER CHIN
                                         ---------------------------------------
                                         Name:  Peter Chin
                                         Title: Authorized Agent


                                    BHF (USA) CAPITAL CORPORATION

                                    By:  /s/ HANS J. SCHOLZ
                                         ---------------------------------------
                                         Name:  Hans J. Scholz
                                         Title: Vice President

                                    By:  /s/ THOMAS J. SCIFO
                                         ---------------------------------------
                                         Name:  Thomas J. Scifo
                                         Title: Vice President


                                    IKB DEUTSCHE INDUSTRIEBANK AG,
                                    Luxembourg Branch

                                    By:  /s/ EDWIN BRECHT
                                         ---------------------------------------
                                         Name:  Edwin Brecht
                                         Title: Executive Director


                                    VAN KAMPEN SENIOR FLOATING RATE FUND
                                    By: Van Kampen Investment Advisory Corp.

                                    By:  /s/ DARVIN D. PIERCE
                                         ---------------------------------------
                                         Name:  Darvin D. Pierce
                                         Title: Vice President


                                    GOLDMAN SACHS CREDIT PARTNERS, LP

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


                                      S-2
<PAGE>

                                    EXHIBIT I

                                    [FORM OF]

                               NOTICE OF BORROWING


                  Pursuant to that certain Credit Agreement dated as of November
2, 1999, as amended, supplemented or otherwise modified to the date hereof (said
Credit Agreement, as so amended, supplemented or otherwise modified, being the
"CREDIT AGREEMENT", the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among Alliance Imaging, Inc., a
Delaware corporation ("COMPANY"), the financial institutions party thereto as
Lenders ("LENDERS"), and Bankers Trust Company, as Administrative Agent
("ADMINISTRATIVE AGENT"), this represents Company's request to borrow as
follows:

         1.      DATE OF BORROWING:    ___________________, _________

         2.      AMOUNT OF BORROWING: $__________________

         3.      LENDER(S):              a. Lenders, in accordance with their
                                            applicable Pro Rata Shares
                                         b. Swing Line Lender

         4.      TYPE OF LOANS:          a. Tranche A Term Loans
                                         b. Tranche B Term Loans
                                         c. Tranche C Term Loans
                                         d. Revolving Loans
                                         e. Swing Line Loan

         5.      INTEREST RATE OPTION:   a. Base Rate Loan(s)
                                         b. LIBOR Loans with an initial Interest
                                            Period of ____________ month(s)


The proceeds of such Loans are to be deposited in Company's account at
Administrative Agent.

                     The undersigned officer, to the best of his or her
knowledge, and Company certify that:

                  (i)      [After the Closing Date:] The representations and
                  warranties contained in the Credit Agreement and the other
                  Loan Documents are true, correct and complete in all material
                  respects on and as of the date hereof to the same extent as
                  though made on and as of the date hereof, except to the extent
                  such representations and warranties specifically relate to an
                  earlier date, in which case such representations and
                  warranties were true, correct and complete in all material
                  respects on and as of such earlier date; and


                                     I-1
<PAGE>

                  (ii)     No event has occurred and is continuing or would
                  result from the consummation of the borrowing contemplated
                  hereby that would constitute an Event of Default.

DATED:                                  ALLIANCE IMAGING, INC.
       --------------------


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


                                     I-2
<PAGE>

                                   EXHIBIT II

                                    [FORM OF]

                        NOTICE OF CONVERSION/CONTINUATION


                  Pursuant to that certain Credit Agreement dated as of November
2, 1999, as amended, supplemented or otherwise modified to the date hereof (said
Credit Agreement, as so amended, supplemented or otherwise modified, being the
"CREDIT AGREEMENT", the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among Alliance Imaging, Inc., a
Delaware corporation ("COMPANY"), the financial institutions party thereto as
Lenders, and Bankers Trust Company, as Administrative Agent, this represents
Company's request to convert or continue Loans as follows:

          1.        DATE OF CONVERSION/CONTINUATION: __________________, _______

          2.        AMOUNT OF LOANS BEING CONVERTED/CONTINUED:

                     $_______________

          3.        TYPE OF LOANS BEING           a.    Tranche A Term Loans
                    CONVERTED/CONTINUED:          b.    Tranche B Term Loans
                                                  c.    Tranche C Term Loans
                                                  d.    Revolving Loans

           4.        NATURE OF CONVERSION/CONTINUATION:
                              a.    Conversion of Base Rate Loans to LIBOR Loans
                              b.    Conversion of LIBOR Loans to Base Rate Loans
                              c.    Continuation of LIBOR Loans as such

           5.        If Loans are being continued as or converted to LIBOR
           Loans, the duration of the new Interest Period that commences on the
           conversion/ continuation date:  _______________ month(s)


                                     II-1
<PAGE>

                  In the case of a conversion to or continuation of LIBOR Loans,
the undersigned officer, to the best of his or her knowledge, and Company
certify that no Event of Default has occurred and is continuing.

DATED:                                  ALLIANCE IMAGING, INC.
       --------------------


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


                                     II-2
<PAGE>

                                   EXHIBIT III

                                    [FORM OF]

                    REQUEST FOR ISSUANCE OF LETTER OF CREDIT

                  Pursuant to that certain Credit Agreement dated as of November
2, 1999, as amended, supplemented or otherwise modified to the date hereof (said
Credit Agreement, as so amended, supplemented or otherwise modified, being the
"CREDIT AGREEMENT", the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among Alliance Imaging, Inc., a
Delaware corporation ("COMPANY"), the financial institutions party thereto as
Lenders, and Bankers Trust Company, as Administrative Agent ("ADMINISTRATIVE
AGENT"), this represents Company's request for the issuance of a Letter of
Credit by Issuing Lender as follows:

           1.        DATE OF ISSUANCE OF LETTER OF CREDIT:  ___________, ______

           2.        TYPE OF LETTER OF CREDIT:  a.   Commercial Letter of Credit
                                                b.   Standby Letter of Credit

           3.        FACE AMOUNT AND (IF NOT US DOLLARS) CURRENCY OF
                     LETTER OF CREDIT:

                                                                 ______________

           4.        EXPIRATION DATE OF LETTER OF CREDIT:  ___________, _______

           5.        NAME AND ADDRESS OF BENEFICIARY:

                             __________________________________________________

                             __________________________________________________

                             __________________________________________________

                             __________________________________________________


           6.     ATTACHED HERETO IS:
                  a.       the verbatim text of such proposed Letter of Credit
                  b.       a description of the proposed terms and conditions of
                  such Letter of Credit, including a precise description of any
                  documents to be presented by the beneficiary which, if
                  presented by the beneficiary prior to the expiration date of
                  such Letter of Credit, would require the Issuing Lender to
                  make payment under such Letter of Credit.

                  The undersigned officer, to the best of his or her knowledge,
and Company certify that:

                  (i)      The representations and warranties contained in the
                  Credit Agreement and the other Loan Documents are true,
                  correct and complete in all material respects on and as of the
                  date hereof to the same extent as though made on and as of the
                  date hereof, except to the extent such representations and
                  warranties specifically relate to an earlier date, in which
                  case such representations and

                                     III-1
<PAGE>

                  warranties were true, correct and complete in all material
                  respects on and as of such earlier date; and

                  (ii)     No event has occurred and is continuing or would
                  result from the issuance of the Letter of Credit contemplated
                  hereby that would constitute an Event of Default.

DATED:                                  ALLIANCE IMAGING, INC.
       --------------------


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


                                     III-2
<PAGE>

                                   EXHIBIT IV

                          [FORM OF TRANCHE A TERM NOTE]

                             ALLIANCE IMAGING, INC.

                      PROMISSORY NOTE DUE NOVEMBER 2, 2006

$(1)                                                          New York, New York
                                                                November 2, 1999

                  FOR VALUE RECEIVED, ALLIANCE IMAGING, INC., a Delaware
corporation ("COMPANY"), promises to pay to _____________(2) ("PAYEE") or its
registered assigns the principal amount of ________________(3) ($[1]) in the
installments referred to below.

                  Company also promises to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that
certain Credit Agreement dated as of November 2, 1999 by and among Company, the
financial institutions party thereto as Lenders, and Bankers Trust Company, as
Administrative Agent (said Credit Agreement, as it may be amended, supplemented
or otherwise modified from time to time, being the "CREDIT AGREEMENT", the terms
defined therein and not otherwise defined herein being used herein as therein
defined).

                  Company shall make principal payments on this Note in
consecutive annual installments, commencing on the second anniversary of the
Closing Date and ending on the seventh anniversary of the Closing Date. Each
such installment shall be due on the date specified in the Credit Agreement and
in an amount determined in accordance with the provisions thereof; PROVIDED that
the last such installment shall be in an amount sufficient to repay the entire
unpaid principal balance of this Note, together with all accrued and unpaid
interest thereon.

                  This Note is one of Company's "Tranche A Term Notes" in the
aggregate principal amount of $131,000,000 and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Tranche A Term Loan evidenced hereby was made and is to be repaid.

                  All payments of principal and interest in respect of this Note
shall be made in lawful money of the United States of America in same day funds
at the Funding and Payment Office or at such other place as shall be designated
in writing for such purpose in accordance with the terms of the Credit
Agreement. Unless and until an Assignment Agreement effecting the assignment or
transfer of this Note shall have been accepted by Administrative Agent and
recorded in the Register as provided in subsection 10.1B(ii) of the Credit

--------
(1)          Insert amount of Lender's Tranche A Term Loan in numbers.
(2)          Insert Lender's name in capital letters.
(3)          Insert amount of Lender's Tranche A Term Loan in words.


                                     IV-1
<PAGE>

Agreement, Company and Administrative Agent shall be entitled to deem and treat
Payee as the owner and holder of this Note and the Loan evidenced hereby. Payee
hereby agrees, by its acceptance hereof, that before disposing of this Note or
any part hereof it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest hereon has been
paid; PROVIDED, HOWEVER, that the failure to make a notation of any payment made
on this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.

                  Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note.

                  This Note is subject to mandatory prepayment as provided in
subsection 2.4B(iii) of the Credit Agreement and to prepayment at the option of
Company as provided in subsection 2.4B(i) of the Credit Agreement.

                  THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND
PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK),
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

                  Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued and unpaid
interest thereon, may become, or may be declared to be, due and payable in the
manner, upon the conditions and with the effect provided in the Credit
Agreement.

                  The terms of this Note are subject to amendment only in the
manner provided in the Credit Agreement.

                  This Note is subject to restrictions on transfer or assignment
as provided in subsections 10.1 and 10.15 of the Credit Agreement.

                  Company and any endorsers of this Note hereby consent to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.


                                     IV-2
<PAGE>

                  IN WITNESS WHEREOF, Company has caused this Note to be duly
executed and delivered by its officer thereunto duly authorized as of the date
and at the place first written above.

                                        ALLIANCE IMAGING, INC.


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


                                     IV-3
<PAGE>

                                    EXHIBIT V

                          [FORM OF TRANCHE B TERM NOTE]

                             ALLIANCE IMAGING, INC.

                      PROMISSORY NOTE DUE NOVEMBER 2, 2007

$(1)                                                          New York, New York
                                                                November 2, 1999

                  FOR VALUE RECEIVED, ALLIANCE IMAGING, INC., a Delaware
corporation ("COMPANY"), promises to pay to _______________(2) ("PAYEE") or its
registered assigns the principal amount of ___________________(3) ($[1]) in the
installments referred to below.

                  Company also promises to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that
certain Credit Agreement dated as of November 2, 1999 by and among Company, the
financial institutions party thereto as Lenders, and Bankers Trust Company, as
Administrative Agent (said Credit Agreement, as it may be amended, supplemented
or otherwise modified from time to time, being the "CREDIT AGREEMENT", the terms
defined therein and not otherwise defined herein being used herein as therein
defined).

                  Company shall make principal payments on this Note in
consecutive annual installments, commencing on the second anniversary of the
Closing Date and ending on the eighth anniversary of the Closing Date. Each such
installment shall be due on the date specified in the Credit Agreement and in an
amount determined in accordance with the provisions thereof; PROVIDED that the
last such installment shall be in an amount sufficient to repay the entire
unpaid principal balance of this Note, together with all accrued and unpaid
interest thereon.

                  This Note is one of Company's "Tranche B Term Notes" in the
aggregate principal amount of $150,000,000 and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Tranche B Term Loan evidenced hereby was made and is to be repaid.

                  All payments of principal and interest in respect of this Note
shall be made in lawful money of the United States of America in same day funds
at the Funding and Payment Office or at such other place as shall be designated
in writing for such purpose in accordance with the terms of the Credit
Agreement. Unless and until an Assignment Agreement effecting the assignment or
transfer of this Note shall have been accepted by Administrative Agent and
recorded in the Register as provided in subsection 10.1B(ii) of the Credit
Agreement, Company and Administrative Agent shall be entitled to deem and treat
Payee as

--------
(1)          Insert amount of Lender's Tranche B Term Loan in numbers.
(2)          Insert Lender's name in capital letters.
(3)          Insert amount of Lender's Tranche B Term Loan in words.


                                     V-1
<PAGE>

the owner and holder of this Note and the Loan evidenced hereby. Payee
hereby agrees, by its acceptance hereof, that before disposing of this Note
or any part hereof it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest hereon has been
paid; PROVIDED, HOWEVER, that the failure to make a notation of any payment
made on this Note shall not limit or otherwise affect the obligations of
Company hereunder with respect to payments of principal of or interest on
this Note.

                  Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note.

                  This Note is subject to mandatory prepayment as provided in
subsection 2.4B(iii) of the Credit Agreement and to prepayment at the option of
Company as provided in subsection 2.4B(i) of the Credit Agreement.

                  THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.

                  Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued and unpaid
interest thereon, may become, or may be declared to be, due and payable in the
manner, upon the conditions and with the effect provided in the Credit
Agreement.

                  The terms of this Note are subject to amendment only in the
manner provided in the Credit Agreement.

                  This Note is subject to restrictions on transfer or assignment
as provided in subsections 10.1 and 10.15 of the Credit Agreement.

                  Company and any endorsers of this Note hereby consent to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.


                                     V-2
<PAGE>

                  IN WITNESS WHEREOF, Company has caused this Note to be duly
executed and delivered by its officer thereunto duly authorized as of the date
and at the place first written above.

                                        ALLIANCE IMAGING, INC.


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


                                     V-3
<PAGE>

                                   EXHIBIT VI

                          [FORM OF TRANCHE C TERM NOTE]

                             ALLIANCE IMAGING, INC.

                      PROMISSORY NOTE DUE ___________, 2008

$(1)                                                          New York, New York
                                                                November 2, 1999

                  FOR VALUE RECEIVED, ALLIANCE IMAGING, INC., a Delaware
corporation ("COMPANY"), promises to pay to ________________(2) ("PAYEE") or its
registered assigns the principal amount of ___________________(3) ($[1]) in the
installments referred to below.

                  Company also promises to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that
certain Credit Agreement dated as of November 2, 1999 by and among Company, the
financial institutions party thereto as Lenders, and Bankers Trust Company, as
Administrative Agent (said Credit Agreement, as it may be amended, supplemented
or otherwise modified from time to time, being the "CREDIT AGREEMENT", the terms
defined therein and not otherwise defined herein being used herein as therein
defined).

                  Company shall make principal payments on this Note in
consecutive annual installments, commencing on the second anniversary of the
Closing Date and ending on the ninth anniversary of the Closing Date. Each such
installment shall be due on the date specified in the Credit Agreement and in an
amount determined in accordance with the provisions thereof; PROVIDED that the
last such installment shall be in an amount sufficient to repay the entire
unpaid principal balance of this Note, together with all accrued and unpaid
interest thereon.

                  This Note is one of Company's "Tranche C Term Notes" in the
aggregate principal amount of $185,000,000 and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Tranche C Term Loan evidenced hereby was made and is to be repaid.

                  All payments of principal and interest in respect of this Note
shall be made in lawful money of the United States of America in same day funds
at the Funding and Payment Office or at such other place as shall be designated
in writing for such purpose in accordance with the terms of the Credit
Agreement. Unless and until an Assignment Agreement effecting the assignment or
transfer of this Note shall have been accepted by Administrative Agent and
recorded in the Register as provided in subsection 10.1B(ii) of the Credit
Agreement, Company and Administrative Agent shall be entitled to deem and treat
Payee as

--------
(1)          Insert amount of Lender's Tranche C Term Loan in numbers.
(2)          Insert Lender's name in capital letters.
(3)          Insert amount of Lender's Tranche C Term Loan in words.


                                     VI-1
<PAGE>

the owner and holder of this Note and the Loan evidenced hereby. Payee hereby
agrees, by its acceptance hereof, that before disposing of this Note or any
part hereof it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest hereon has been
paid; PROVIDED, HOWEVER, that the failure to make a notation of any payment
made on this Note shall not limit or otherwise affect the obligations of
Company hereunder with respect to payments of principal of or interest on
this Note.

                  Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note.

                  This Note is subject to mandatory prepayment as provided in
subsection 2.4B(iii) of the Credit Agreement and to prepayment at the option of
Company as provided in subsection 2.4B(i) of the Credit Agreement.

                  THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.

                  Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued and unpaid
interest thereon, may become, or may be declared to be, due and payable in the
manner, upon the conditions and with the effect provided in the Credit
Agreement.

                  The terms of this Note are subject to amendment only in the
manner provided in the Credit Agreement.

                  This Note is subject to restrictions on transfer or assignment
as provided in subsections 10.1 and 10.15 of the Credit Agreement.

                  Company and any endorsers of this Note hereby consent to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.


                                     VI-2
<PAGE>

                  IN WITNESS WHEREOF, Company has caused this Note to be duly
executed and delivered by its officer thereunto duly authorized as of the date
and at the place first written above.

                                        ALLIANCE IMAGING, INC.


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


                                     VI-3
<PAGE>

                                   EXHIBIT VII

                            [FORM OF REVOLVING NOTE]

                             ALLIANCE IMAGING, INC.

                      PROMISSORY NOTE DUE NOVEMBER 2, 2006

$(1)                                                         New York, New York
                                                                November 2, 1999

                  FOR VALUE RECEIVED, ALLIANCE IMAGING, INC., a Delaware
corporation ("COMPANY"), promises to pay to ________________(2) ("PAYEE") or its
registered assigns, on or before November 2, 2006, the lesser of (x)
____________________(3) ($[1]) and (y) the unpaid principal amount of all
advances made by Payee to Company as Revolving Loans under the Credit Agreement
referred to below.

                  Company also promises to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that
certain Credit Agreement dated as of November 2, 1999 by and among Company, the
financial institutions party thereto as Lenders, and Bankers Trust Company, as
Administrative Agent (said Credit Agreement, as it may be amended, supplemented
or otherwise modified from time to time, being the "CREDIT AGREEMENT", the terms
defined therein and not otherwise defined herein being used herein as therein
defined).

                  This Note is one of Company's "Revolving Notes" in the
aggregate principal amount of $150,000,000 and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Revolving Loans evidenced hereby were made and are to be repaid.

                  All payments of principal and interest in respect of this Note
shall be made in lawful money of the United States of America in same day funds
at the Funding and Payment Office or at such other place as shall be designated
in writing for such purpose in accordance with the terms of the Credit
Agreement. Unless and until an Assignment Agreement effecting the assignment or
transfer of this Note shall have been accepted by Administrative Agent and
recorded in the Register as provided in subsection 10.1B(ii) of the Credit
Agreement, Company and Administrative Agent shall be entitled to deem and treat
Payee as the owner and holder of this Note and the Loans evidenced hereby. Payee
hereby agrees, by its acceptance hereof, that before disposing of this Note or
any part hereof it will make a notation hereon of all principal payments
previously made hereunder and of the date to which interest hereon has been
paid; PROVIDED, HOWEVER, that the failure to make a notation of any payment made
on this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.

--------
(1)          Insert amount of Lender's Revolving Loan Commitment in numbers.
(2)          Insert Lender's name in capital letters.
(3)          Insert amount of Lender's Revolving Loan Commitment in words.


                                     VII-1
<PAGE>

                  Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note.

                  This Note is subject to mandatory prepayment as provided in
subsection 2.4B(iii) of the Credit Agreement and to prepayment at the option of
Company as provided in subsection 2.4B(i) of the Credit Agreement.

                  THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.

                  Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued and unpaid
interest thereon, may become, or may be declared to be, due and payable in the
manner, upon the conditions and with the effect provided in the Credit
Agreement.

                  The terms of this Note are subject to amendment only in the
manner provided in the Credit Agreement.

                  This Note is subject to restrictions on transfer or assignment
as provided in subsections 10.1 and 10.15 of the Credit Agreement.

                  Company and any endorsers of this Note hereby consent to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.


                                     VII-2
<PAGE>

                  IN WITNESS WHEREOF, Company has caused this Note to be duly
executed and delivered by its officer thereunto duly authorized as of the date
and at the place first written above.

                                        ALLIANCE IMAGING, INC.


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


                                     VII-3
<PAGE>

                                  TRANSACTIONS
                                       ON
                                 REVOLVING NOTE

<TABLE>
<CAPTION>
                                                                                              Outstanding
                        Type of               Amount of               Amount of                Principal
                       Loan Made              Loan Made             Principal Paid              Balance              Notation
      Date              This Date              This Date               This Date               This Date             Made By
      ----              ---------              ---------               ---------               ---------             -------
<S>                     <C>                    <C>                     <C>                      <C>                   <C>

</TABLE>


                                     VII-4
<PAGE>

                                  EXHIBIT VIII

                            [FORM OF SWING LINE NOTE]

                             ALLIANCE IMAGING, INC.

                      PROMISSORY NOTE DUE NOVEMBER 2, 2006

$10,000,000                                                   New York, New York
                                                                November 2, 1999

                  FOR VALUE RECEIVED, ALLIANCE IMAGING, INC., a Delaware
corporation ("COMPANY"), promises to pay to BANKERS TRUST COMPANY ("PAYEE"), on
or before November 2, 2006, the lesser of (x) TEN MILLION and NO/100 DOLLARS
($10,000,000.00) and (y) the unpaid principal amount of all advances made by
Payee to Company as Swing Line Loans under the Credit Agreement referred to
below.

                  Company also promises to pay interest on the unpaid principal
amount hereof, from the date hereof until paid in full, at the rates and at the
times which shall be determined in accordance with the provisions of that
certain Credit Agreement dated as of November 2, 1999 by and among Company, the
financial institutions party thereto as Lenders, and Payee, as Administrative
Agent (said Credit Agreement, as it may be amended, supplemented or otherwise
modified from time to time, being the "CREDIT AGREEMENT", the terms defined
therein and not otherwise defined herein being used herein as therein defined).

                  This Note is Company's "Swing Line Note" and is issued
pursuant to and entitled to the benefits of the Credit Agreement, to which
reference is hereby made for a more complete statement of the terms and
conditions under which the Swing Line Loans evidenced hereby were made and are
to be repaid.

                  All payments of principal and interest in respect of this Note
shall be made in lawful money of the United States of America in same day funds
at the Funding and Payment Office or at such other place as shall be designated
in writing for such purpose in accordance with the terms of the Credit
Agreement.

                  Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note.

                  This Note is subject to mandatory prepayment as provided in
subsection 2.4B(iii) of the Credit Agreement and to prepayment at the option of
Company as provided in subsection 2.4B(i) of the Credit Agreement.

                  THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE


                                     VIII-1
<PAGE>

GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.

                  Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued and unpaid
interest thereon, may become, or may be declared to be, due and payable in the
manner, upon the conditions and with the effect provided in the Credit
Agreement.

                  The terms of this Note are subject to amendment only in the
manner provided in the Credit Agreement.

                  This Note is subject to restrictions on transfer or assignment
as provided in subsections 10.1 and 10.15 of the Credit Agreement.

                  Company and any endorsers of this Note hereby consent to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.

                                  VIII-2

<PAGE>

                  IN WITNESS WHEREOF, Company has caused this Note to be duly
executed and delivered by its officer thereunto duly authorized as of the date
and at the place first written above.

                                        ALLIANCE IMAGING, INC.


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


                                  VIII-3
<PAGE>

                                  TRANSACTIONS
                                       ON
                                 SWING LINE NOTE

<TABLE>
<CAPTION>
                                                      Outstanding
                 Amount of         Amount of           Principal
                 Loan Made       Principal Paid         Balance         Notation
    Date         This Date         This Date           This Date        Made By
    ----         ---------       --------------       ------------      --------
<S>              <C>             <C>                  <C>               <C>




</TABLE>


                                  VIII-4
<PAGE>

                                   EXHIBIT IX

                                    [FORM OF]

                             COMPLIANCE CERTIFICATE


THE UNDERSIGNED HEREBY CERTIFY THAT:

                  (1)      We are the duly elected [Title] and [Title] of
                  Alliance Imaging, Inc., a Delaware corporation ("COMPANY");

                  (2)      We have reviewed the terms of that certain Credit
                  Agreement dated as of November 2, 1999, as amended,
                  supplemented or otherwise modified to the date hereof (said
                  Credit Agreement, as so amended, supplemented or otherwise
                  modified, being the "CREDIT AGREEMENT", the terms defined
                  therein and not otherwise defined in this Certificate
                  (including Attachment No. 1 annexed hereto and made a part
                  hereof) being used in this Certificate as therein defined), by
                  and among Company, the financial institutions party thereto as
                  Lenders, and Bankers Trust Company, as Administrative Agent,
                  and the terms of the other Loan Documents, and we have made,
                  or have caused to be made under our supervision, a review in
                  reasonable detail of the transactions and condition of Company
                  and its Subsidiaries during the accounting period covered by
                  the attached financial statements; and

                  (3)      The examination described in paragraph (2) above did
                  not disclose, and we have no knowledge of, the existence of
                  any condition or event which constitutes an Event of Default
                  or Potential Event of Default during or at the end of the
                  accounting period covered by the attached financial statements
                  or as of the date of this Certificate[, except as set forth
                  below].

                  [Set forth [below] [in a separate attachment to this
Certificate] are all exceptions to paragraph (3) above listing, in detail, the
nature of the condition or event, the period during which it has existed and the
action which Company has taken, is taking, or proposes to take with respect to
each such condition or event:

_______________________________________________________________________________]


                                    IX-1

<PAGE>

                  The foregoing certifications, together with the computations
set forth in Attachment No. 1 annexed hereto and made a part hereof and the
financial statements delivered with this Certificate in support hereof, are made
and delivered this __________ day of _____________, [199_][200_] pursuant to
subsection 6.1(iii) of the Credit Agreement.

                                        ALLIANCE IMAGING, INC.


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


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



                                    IX-2
<PAGE>

                                ATTACHMENT NO. 1
                            TO COMPLIANCE CERTIFICATE


                  This Attachment No. 1 is attached to and made a part of a
Compliance Certificate dated as of ____________, ____ and pertains to the period
from ____________, ____ to ____________, ____. Subsection references herein
relate to subsections of the Credit Agreement.

<TABLE>
<CAPTION>

A.        INDEBTEDNESS
<S>       <C>                                                                      <C>
          1.        Indebtedness permitted under subsection 7.1(x):                $_____________

          2.        Maximum permitted under subsection 7.1(x):                     $  100,000,000

          3.        Indebtedness permitted under subsection 7.1(xii):              $_____________

          4.         Maximum permitted under subsection 7.1(xii):                  $  100,000,000

B.        LIENS

          1.        Indebtedness permitted under subsection 7.1(x)
                    secured by liens on assets not equally and ratably
                    shared by Administrative Agent on behalf of Lenders:           $_____________

          2.        Maximum permitted under 7.2(vi):                               $   50,000,000

          3.        Indebtedness secured by Liens permitted under
                    subsection 7.2(vii):                                           $_____________

          4.        Maximum permitted under subsection 7.2(vii):                   $   15,000,000

C.        INVESTMENTS

          1.        Investments in loans and advances to officers,
                    directors and employees other than for the purchase
                    of stock permitted under subsection 7.3(ii):                   $_____________

          2.        Maximum permitted under subsection 7.3(ii):                    $    5,000,000

          3.        Investments in any Person in which Company or
                    its Subsidiaries has an interest of 50% or less
                    under subsection 7.3(v):                                       $_____________

          4.        Maximum permitted under subsection 7.3(v):                     $   50,000,000

          5.        Unrestricted Investments in Unrestricted Subsidiaries
                    permitted under subsection 7.3(vi)(a):                         $_____________

          6.        Maximum permitted under subsection 7.3(vi)(a):                 $   30,000,000


                                    IX-A-1

<PAGE>

          7.        Aggregate Unrestricted Investments permitted under
                    subsection 7.3(vi):                                            $_____________

          8.        Maximum permitted under subsection 7.3(vi):                    $   45,000,000

D.        GUARANTEE OBLIGATIONS

          1.       Guarantee Obligations permitted under subsection
                    7.4(ix):                                                       $_____________

          2.        Maximum permitted under subsection 7.4(ix):                    $   15,000,000

E.        RESTRICTED JUNIOR PAYMENTS

          1.       Repurchases of capital stock in Fiscal Year 2000:               $_____________

          2.       Maximum permitted under clause (ii)(a)(2)
                   of subsection 7.5:                                              $    3,500,000

          3.       Aggregate amount of Restricted Junior Payments paid
                   since the Closing Date as permitted under clause (ii)(h)
                   of subsection 7.5:                                              $_____________

          4.        Cumulative Consolidated Net Income during the
                    period from the Closing Date to the end of the
                    Fiscal Quarter most recently ended:                            $_____________

          5.        Maximum aggregate amount of Restricted Junior
                    Payments since Closing Date (50% of E.4)                       $_____________

F.        MINIMUM INTEREST COVERAGE RATIO (for the four-Fiscal Quarter
          period ending _____________, ____)

          1.        Consolidated Net Income:                                       $_____________

          2.        Consolidated Interest Expense:                                 $_____________

          3.        Provisions for taxes based on income:                          $_____________

          4.        Total depreciation expense:                                    $_____________

          5.        Total amortization expense:                                    $_____________

          6.        Expenses incurred in connection with
                    any issuance of debt or equity:                                $_____________

          7.        Restructuring charges or reserves:                             $_____________

          8.        Expenses or charges relating to the


                                    IX-A-2

<PAGE>

                    Recapitalization:                                              $_____________

          9.        Fees and expenses related to permitted
                    Acquisitions and Investments:                                  $_____________

          10.       Other non-cash charges:                                        $_____________

          11.       Deduction for minority interest expense:                       $_____________

          12        Other non-recurring charges:                                   $_____________

          13.       Non-recurring gains:                                           $_____________

          14.       Non-cash gains:                                                $_____________

          15.       Consolidated Adjusted EBITDA
                    (F.1 PLUS F.2 PLUS F.3 PLUS F.4 PLUS F.5 PLUS F.6 PLUS F.7
                    PLUS F.8 PLUS F.9 PLUS F.10 PLUS F.11 PLUS F.12 MINUS F.13
                    MINUS F.14):                                                   $_____________

          16.       Consolidated Cash Interest Expense
                    ((F.2) MINUS any interest expense not payable in cash):        $_____________

          17.       Interest Coverage Ratio (F.15):(F.16):                          ____:1.00

          18.       Minimum ratio required under subsection 7.6A:                   ____:1.00

G.        MAXIMUM LEVERAGE RATIO (as of _____________, ____)

          1.        Consolidated Total Debt:                                       $_____________

          2.        Consolidated Adjusted EBITDA (F.15 above):                     $_____________

          3.        Leverage Ratio (G.1):(G.2):                                     ____:1.00

          4.        Maximum ratio permitted under subsection
                    7.6B:                                                           ____:1.00

H.        FUNDAMENTAL CHANGES

          1.        Aggregate fair value of assets sold in any
                    one or more Asset Sales after Closing Date in one
                    or more transactions permitted under subsection 7.7(v):        $_____________

          2.        Maximum permitted under subsection 7.7(v):                     $   65,000,000

I.        CONSOLIDATED CAPITAL EXPENDITURES

          FOR FISCAL YEAR 2000 ONLY:


                                    IX-A-3
<PAGE>

          1.        Consolidated Capital Expenditures
                    for Fiscal Year-to-date in connection with
                    Expansion Capital Expenditures:                                $_____________

          2.        Maximum permitted under subsection 7.8A:                       $   30,000,000

          3.        Other Consolidated Capital Expenditures
                    for Fiscal Year 2000-to-date:                                  $_____________

          4.        Maximum permitted under subsection 7.8A:                       $   75,000,000

          FOR ALL FISCAL YEARS SUBSEQUENT TO 2000:

          5.        Consolidated Capital Expenditures
                    for Fiscal Year-to-date:                                       $_____________

          6.        Minimum Amount:                                                $   75,000,000

          7.        Actual Consolidated Capital Expenditures for
                    Preceding Fiscal Year:                                         $_____________

          8.        Amount of Consolidated Capital Expenditures
                    permitted under clause (i) of subsection 7.8B
                    ($75,000,000 PLUS (I.6 MINUS I.7):                             $_____________

          9.        Consolidated Adjusted EBITDA for the
                    two-Fiscal Quarter period ending on the
                    last day of the Preceding Fiscal Year:                         $_____________

          10.       Annualized EBITDA for the Preceding
                    Fiscal Year (I.9 MULTIPLIED BY 2):                             $_____________

          11.       Consolidated Cash Interest Expense for
                    the Preceding Fiscal Year:                                     $_____________

          12.       Aggregate amount of scheduled repayments
                    of Consolidated Total Debt during
                    the Preceding Fiscal Year:                                     $_____________

          13.       Fixed Charges for the Preceding Fiscal Year
                    (I.11 PLUS I.12):                                              $_____________

          14.       Factor for Preceding Fiscal Year:                               _____________

          15.       Amount of Consolidated Capital Expenditures
                    permitted under clause (ii) of subsection 7.8B
                    (I.10 DIVIDED BY I.14 MINUS I.13):                              _____________


                                    IX-A-4

<PAGE>

          16.       Maximum permitted under subsection 7.8B
                    (GREATER OF I.8 or I.15):                                      $_____________

          17.       Available Amount

                     a.   Net cash proceeds of equity contributions
                          or issuances:                       $_____________

                     b.   Retained Excess Cash Flow:          $_____________

                     c.   Retained Prepayments:               $_____________

                     d.   Equity proceeds applied to redeem, repurchase
                          or acquire common stock:            $_____________

                     e.   Available amount
                          (I.17a PLUS I.17b PLUS I.17c MINUS I.17d):               $_____________

           18.       Available Amount Usage

                     a.   Investments under
                          subsection 7.3(v)(b):               $_____________

                     b.   Restricted Junior Payments
                          under subsection 7.5(ii)(c)
                          (other than Refinancings):          $_____________

                     c.   Refinancing Premiums:               $_____________

                     d.   Prior Consolidated Capital Expenditures
                          under subsection 7.8C:              $_____________

                     e.   Available Amount Usage
                          (I.18a PLUS I.18b PLUS I.18c PLUS I.18d):                $_____________

           19.       Permitted increases in Consolidated Capital
                     Expenditures over amounts listed in I.4 or I.16
                     under subsection 7.8C (I.17e MINUS I.18e):                    $_____________

           20.       Maximum Permitted Capital Expenditures
                     (I.4 PLUS I.19, or I.16 PLUS I.19, as applicable):            $_____________

</TABLE>
                                    IX-A-5

<PAGE>

                                   EXHIBIT XI

                   [FORM OF OPINION OF O'MELVENY & MYERS LLP]
                               [O'M&M Letterhead]



                                                                     045,710-830
                                                                        [doc ID]

November 2, 1999



Bankers Trust Company,
  as Administrative Agent
130 Liberty Street
New York, New York 10006

           and

The Lenders Party to the Credit
  Agreement Referenced Below

                  Re:       LOANS TO ALLIANCE IMAGING, INC.

Ladies and Gentlemen:

                  We have acted as counsel to Bankers Trust Company, as
Administrative Agent (in such capacity, "Administrative Agent"), in connection
with the preparation and delivery of a Credit Agreement dated as of November 2,
1999 (the "Credit Agreement") among Alliance Imaging, Inc., a Delaware
corporation ("Company"), the financial institutions party thereto as lenders,
and Administrative Agent and in connection with the preparation and delivery of
certain related documents.

                  We have participated in various conferences with
representatives of Company and Administrative Agent and conferences and
telephone calls with Latham & Watkins, special counsel to Company, and with your
representatives, during which the Credit Agreement and related matters have been
discussed, and we have also participated in the meeting held on the date hereof
(the "Closing") incident to the funding of the initial loans made under the
Credit Agreement. We have reviewed the forms of the Credit Agreement and the
exhibits thereto, including the forms of the promissory notes annexed thereto
(the "Notes"), and the opinions of Latham & Watkins and Russell D. Phillips,
Jr., Esq., General Counsel for Company (the "Opinions") and the officers'
certificates and other documents delivered at the Closing. We have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals or copies and the due authority of all persons executing the same,
and we have relied as to factual matters on the documents that we have reviewed.

                                    XI-1

<PAGE>

                  Although we have not independently considered all of the
matters covered by the Opinions to the extent necessary to enable us to express
the conclusions therein stated, we believe that the Credit Agreement and the
exhibits thereto are in substantially acceptable legal form and that the
Opinions and the officers' certificates and other documents delivered in
connection with the execution and delivery of, and as conditions to the making
of the initial loans under, the Credit Agreement and the Notes are substantially
responsive to the requirements of the Credit Agreement.

                                        Respectfully submitted,




                                    XI-2
<PAGE>

                                   EXHIBIT XII

                                    [FORM OF]

                              ASSIGNMENT AGREEMENT


                  This ASSIGNMENT AGREEMENT (this "AGREEMENT") is entered into
by and between the parties designated as Assignor ("ASSIGNOR") and Assignee
("ASSIGNEE") above the signatures of such parties on the Schedule of Terms
attached hereto and hereby made an integral part hereof (the "SCHEDULE OF
TERMS") and relates to that certain Credit Agreement described in the Schedule
of Terms (said Credit Agreement, as amended, supplemented or otherwise modified
to the date hereof and as it may hereafter be amended, supplemented or otherwise
modified from time to time, being the "CREDIT AGREEMENT", the terms defined
therein and not otherwise defined herein being used herein as therein defined).

                  IN CONSIDERATION of the agreements, provisions and covenants
herein contained, the parties hereto hereby agree as follows:

                  SECTION 1. ASSIGNMENT AND ASSUMPTION.

                  (a)      Effective upon the Settlement Date specified in Item
4 of the Schedule of Terms (the "SETTLEMENT DATE"), Assignor hereby sells and
assigns to Assignee, without recourse, representation or warranty (except as
expressly set forth herein), and Assignee hereby purchases and assumes from
Assignor, the percentage interest[s] in all of Assignor's rights and obligations
as a Lender arising under the Credit Agreement and the other Loan Documents with
respect to Assignor's Commitments and outstanding Loans, if any, which
represents, as of the Settlement Date, the percentage interest[s] specified in
Item 3 of the Schedule of Terms of all rights and obligations of Lenders arising
under the Credit Agreement and the other Loan Documents with respect to the
Commitments and any outstanding Loans (the "ASSIGNED SHARE"). Without limiting
the generality of the foregoing, the parties hereto hereby expressly acknowledge
and agree that any assignment of all or any portion of Assignor's rights and
obligations relating to Assignor's Revolving Loan Commitment shall include (i)
in the event Assignor is an Issuing Lender with respect to any outstanding
Letters of Credit (any such Letters of Credit being "ASSIGNOR LETTERS OF
CREDIT"), the sale to Assignee of a participation in the Assignor Letters of
Credit and any drawings thereunder as contemplated by subsection 3.1C of the
Credit Agreement and (ii) the sale to Assignee of a ratable portion of any
participations previously purchased by Assignor pursuant to said subsection 3.1C
with respect to any Letters of Credit other than the Assignor Letters of Credit.

                  (b)      In consideration of the assignment described above,
Assignee hereby agrees to pay to Assignor, on the Settlement Date, the principal
amount of any outstanding Loans included within the Assigned Share, such payment
to be made by wire transfer of immediately available funds in accordance with
the applicable payment instructions set forth in Item 5 of the Schedule of
Terms.


                                    XII-1
<PAGE>

                  (c)      Assignor hereby represents and warrants that Item 3
of the Schedule of Terms correctly sets forth the amount of the Commitments, the
outstanding Term Loans and the Pro Rata Share[s] corresponding to the Assigned
Share.

                  (d)      Assignor and Assignee hereby agree that, upon giving
effect to the assignment and assumption described above, (i) Assignee shall be a
party to the Credit Agreement and shall have all of the rights and obligations
under the Loan Documents, and shall be deemed to have made all of the
representations, covenants and agreements contained in the Loan Documents,
arising out of or otherwise related to the Assigned Share, and (ii) Assignor
shall be absolutely released from any of such obligations, covenants and
agreements assumed or made by Assignee in respect of the Assigned Share.
Assignee hereby acknowledges and agrees that the agreement set forth in this
Section 1(d) is expressly made for the benefit of Company, Administrative Agent,
Assignor and the other Lenders and their respective successors and permitted
assigns.

                  (e)      Assignor and Assignee hereby acknowledge and confirm
their understanding and intent that (i) this Agreement shall effect the
assignment by Assignor and the assumption by Assignee of Assignor's rights and
obligations with respect to the Assigned Share, (ii) any other assignments by
Assignor of a portion of its rights and obligations with respect to the
Commitments and any outstanding Loans shall have no effect on the Commitments,
the outstanding Term Loans and the Pro Rata Share[s] corresponding to the
Assigned Share as set forth in Item 3 of the Schedule of Terms or on the
interest of Assignee in any outstanding Revolving Loans corresponding thereto,
and (iii) from and after the Settlement Date, Administrative Agent shall make
all payments under the Credit Agreement in respect of the Assigned Share
(including all payments of principal and accrued but unpaid interest, commitment
fees and letter of credit fees with respect thereto) (A) in the case of any such
interest and fees that shall have accrued prior to the Settlement Date, to
Assignor, and (B) in all other cases, to Assignee; PROVIDED that Assignor and
Assignee shall make payments directly to each other to the extent necessary to
effect any appropriate adjustments in any amounts distributed to Assignor and/or
Assignee by Administrative Agent under the Loan Documents in respect of the
Assigned Share in the event that, for any reason whatsoever, the payment of
consideration contemplated by Section 1(b) occurs on a date other than the
Settlement Date.

                  SECTION 2. CERTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

                  (a)      Assignor represents and warrants that it is the legal
and beneficial owner of the Assigned Share, free and clear of any adverse claim.

                  (b)      Assignor shall not be responsible to Assignee for the
execution, effectiveness, genuineness, validity, enforceability, collectibility
or sufficiency of any of the Loan Documents or for any representations,
warranties, recitals or statements made therein or made in any written or oral
statements or in any financial or other statements, instruments, reports or
certificates or any other documents furnished or made by Assignor to Assignee or
by or on behalf of Company or any of its Subsidiaries to Assignor or Assignee in
connection with the Loan Documents and the transactions contemplated thereby or
for the financial condition or business affairs of Company or any other Loan
Party liable for the payment of any Obligations, nor shall Assignor be required
to ascertain or inquire as to the performance



                                    XII-2
<PAGE>

or observance of any of the terms, conditions, provisions, covenants or
agreements contained in any of the Loan Documents or as to the use of the
proceeds of the Loans or the use of the Letters of Credit or as to the
existence or possible existence of any Event of Default or Potential Event of
Default.

                  (c)      Assignee represents and warrants that it is an
Eligible Assignee; that it has experience and expertise in the making of loans
such as the Loans; that it has acquired the Assigned Share for its own account
in the ordinary course of its business and without a view to distribution of the
Loans within the meaning of the Securities Act or the Exchange Act or other
federal securities laws (it being understood that, subject to the provisions of
subsection 10.1 of the Credit Agreement, the disposition of the Assigned Share
or any interests therein shall at all times remain within its exclusive
control); and that it has received, reviewed and approved a copy of the Credit
Agreement (including all Exhibits and Schedules thereto).

                  (d)      Assignee represents and warrants that it has received
from Assignor such financial information regarding Company and its Subsidiaries
as is available to Assignor and as Assignee has requested, that it has made its
own independent investigation of the financial condition and affairs of Company
and its Subsidiaries in connection with the assignment evidenced by this
Agreement, and that it has made and shall continue to make its own appraisal of
the creditworthiness of Company and its Subsidiaries. Assignor shall have no
duty or responsibility, either initially or on a continuing basis, to make any
such investigation or any such appraisal on behalf of Assignee or to provide
Assignee with any other credit or other information with respect thereto,
whether coming into its possession before the making of the initial Loans or at
any time or times thereafter, and Assignor shall not have any responsibility
with respect to the accuracy of or the completeness of any information provided
to Assignee.

                  (e)      Each party to this Agreement represents and warrants
to the other party hereto that it has full power and authority to enter into
this Agreement and to perform its obligations hereunder in accordance with the
provisions hereof, that this Agreement has been duly authorized, executed and
delivered by such party and that this Agreement constitutes a legal, valid and
binding obligation of such party, enforceable against such party in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting creditors' rights generally and by general principles of equity.

                  SECTION 3. MISCELLANEOUS.

                  (a)      Each of Assignor and Assignee hereby agrees from time
to time, upon request of the other such party hereto, to take such additional
actions and to execute and deliver such additional documents and instruments as
such other party may reasonably request to effect the transactions contemplated
by, and to carry out the intent of, this Agreement.

                  (b)      Neither this Agreement nor any term hereof may be
changed, waived, discharged or terminated, except by an instrument in writing
signed by the party (including, if applicable, any party required to evidence
its consent to or acceptance of this Agreement) against whom enforcement of such
change, waiver, discharge or termination is sought.


                                    XII-3
<PAGE>

                  (c)      Unless otherwise specifically provided herein, any
notice or other communication herein required or permitted to be given shall be
in writing and may be personally served, telexed or sent by telefacsimile or
United States mail or courier service and shall be deemed to have been given
when delivered in person or by courier service, upon receipt of telefacsimile or
telex, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed. For the purposes hereof, the notice
address of each of Assignor and Assignee shall be as set forth on the Schedule
of Terms or, as to either such party, such other address as shall be designated
by such party in a written notice delivered to the other such party. In
addition, the notice address of Assignee set forth on the Schedule of Terms
shall serve as the initial notice address of Assignee for purposes of subsection
10.7 of the Credit Agreement.

                  (d)      In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

                  (e)      THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.

                  (f)      This Agreement shall be binding upon, and shall inure
to the benefit of, the parties hereto and their respective successors and
assigns.

                  (g)      This Agreement may be executed in one or more
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.

                  (h)      This Agreement shall become effective upon the date
(the "EFFECTIVE DATE") upon which all of the following conditions are satisfied:
(i) the execution of a counterpart hereof by each of Assignor and Assignee, (ii)
the execution of a counterpart hereof by Company as evidence of its consent
hereto to the extent required under subsection 10.1B(i) of the Credit Agreement,
(iii) the receipt by Administrative Agent of the applicable processing and
recordation fee referred to in subsection 10.1B(i) of the Credit Agreement, (iv)
the execution of a counterpart hereof by Administrative Agent as evidence of its
acceptance hereof in accordance with subsection 10.1B(ii) of the Credit
Agreement, (v) the receipt by Administrative Agent of originals or
telefacsimiles of the counterparts described above and authorization of delivery
thereof, and (vi) the recordation by Administrative Agent in the Register of the
pertinent information regarding the assignment effected hereby in accordance
with subsection 10.1B(ii) of the Credit Agreement.


                                    XII-4
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized, such execution being made as of the Effective Date in
the applicable spaces provided on the Schedule of Terms.


                                    XII-5
<PAGE>

                                SCHEDULE OF TERMS

1.       BORROWER: Alliance Imaging, Inc.

2.       NAME AND DATE OF CREDIT AGREEMENT: Credit Agreement dated as of
         November 2, 1999 by and among Alliance Imaging, Inc., the financial
         institutions party thereto as Lenders, and Bankers Trust Company, as
         Administrative Agent.

3.       AMOUNTS:

<TABLE>
<CAPTION>
                                       RE: TRANCHE A         RE: TRANCHE B         RE: TRANCHE C
                                           TERM                  TERM                  TERM            RE: REVOLVING
                                           LOANS                 LOANS                 LOANS               LOANS
                                       --------------        -------------         -------------       -------------
<S>                                    <C>                   <C>                   <C>                 <C>
    (a)    Aggregate Commitments of
           all Lenders:                $___________          $____________         $_____________      $____________

    (b)    Assigned Share/Pro Rata
           Share:                         _____%                 _____%                 _____%             _____%

    (c)    Amount of Assigned Share
           of Commitments:             $___________          $____________         $_____________      $____________

    (d)    Amount of Assigned Share
           of Term Loans:              $___________          $____________         $_____________

</TABLE>

4.  SETTLEMENT DATE:   ____________, ____

<TABLE>
<S>        <C>                                               <C>
5.         PAYMENT INSTRUCTIONS:

           ASSIGNOR:                                         ASSIGNEE:
           _____________________________                     _____________________________
           _____________________________                     _____________________________
           _____________________________                     _____________________________
           Attention: __________________                     Attention: __________________
           Reference: __________________                     Reference: __________________

6.         NOTICE ADDRESSES:
           ASSIGNOR:                                         ASSIGNEE:
           _____________________________                     _____________________________
           _____________________________                     _____________________________
           _____________________________                     _____________________________
           _____________________________                     _____________________________



                                    XII-i
<PAGE>



7.         SIGNATURES:

[NAME OF ASSIGNOR],                                          [NAME OF ASSIGNEE],
as Assignor                                                  as Assignee

By: ________________________                                 By: ________________________
Title: _____________________                                 Title: _____________________

Consented to in accordance with subsection                   Accepted in accordance with subsection
10.1B(i) of the Credit Agreement                             10.1B(ii) of the Credit Agreement

ALLIANCE IMAGING, INC.                                       BANKERS TRUST COMPANY, as Administrative Agent

By: ________________________                                 By: ________________________
Title: _____________________                                 Title: _____________________

</TABLE>

                                    XII-ii
<PAGE>

                                  EXHIBIT XIII

                                    [FORM OF]


                         CERTIFICATE RE NON-BANK STATUS


                  Reference is hereby made to that certain Credit Agreement
dated as of November 2, 1999 (said Credit Agreement, as amended, supplemented or
otherwise modified to the date hereof, being the "CREDIT AGREEMENT") by and
among Alliance Imaging, Inc., a Delaware corporation, the financial institutions
party thereto as Lenders, and Bankers Trust Company, as Administrative Agent.
Pursuant to subsection 2.7B(iii) of the Credit Agreement, the undersigned hereby
certifies that it is not a "bank" or other Person described in Section 881(c)(3)
of the Internal Revenue Code of 1986, as amended.



DATED:                              [NAME OF LENDER]
        -----------------------

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


                                    XIII-1
<PAGE>

                                   EXHIBIT XIV

                                    [FORM OF]

                         FINANCIAL CONDITION CERTIFICATE


                  This FINANCIAL CONDITION CERTIFICATE (this "CERTIFICATE") is
delivered in connection with that certain Credit Agreement dated as of November
2, 1999 (the "CREDIT AGREEMENT") by and among Alliance Imaging, Inc., a Delaware
corporation ("COMPANY"), the financial institutions referred to therein as
Lenders ("LENDERS"), and Bankers Trust Company, as Administrative Agent
("ADMINISTRATIVE AGENT"). Capitalized terms used herein without definition have
the same meanings as in the Credit Agreement.

                  A.       I am, and at all pertinent times mentioned herein
have been, the duly qualified and acting chief financial officer of Company. In
such capacity I am a senior financial officer of Company and I have participated
actively in the management of its financial affairs and am familiar with its
financial statements and those of its Subsidiaries. I have, together with other
officers of Company, acted on behalf of Company in connection with the
negotiation of the Credit Agreement and I am familiar with the terms and
conditions thereof.

                  B.       In connection with preparing for the consummation of
the transactions and financings contemplated by the Credit Agreement (the
"PROPOSED TRANSACTIONS"), I have participated in the preparation of, and I have
reviewed, pro forma projections of net income and cash flows for Company and its
Subsidiaries contained in the Confidential Memorandum dated June 1999 (the
"Memorandum") and the additional pro forma projections contained in the
Confidential Syndication Memorandum dated October 1999 (the "Syndication
Memorandum") (together, the "PROJECTED FINANCIAL STATEMENTS"). I know of no
facts that have occurred since the date of the Projected Financial Statements in
the Syndication Memorandum that would lead me to believe that the Projected
Financial Statements are inaccurate in any material respect. The Projected
Financial Statements do not reflect (i) any potential changes in interest rates
from those assumed in the Projected Financial Statements, (ii) any potential
material, adverse changes in general business conditions, or (iii) any potential
changes in income tax laws.

                  C.       I have also participated in the preparation of, and I
have reviewed, a pro forma balance sheet of Company and its Subsidiaries as of
____, 1999, giving effect to the Proposed Transactions (the "FAIR VALUE SUMMARY
BALANCE SHEET"), attached hereto as EXHIBIT A. The Fair Value Summary Balance
Sheet has been prepared as described in paragraphs E and F below and not in
accordance with GAAP.

                  D.       In connection with the preparation of the Projected
Financial Statements, I have made such investigations and inquiries as I have
deemed necessary and prudent therefor and, specifically, have relied on
historical information with respect to revenues, expenses and other relevant
items supplied by the supervisory personnel of Company and its Subsidiaries
directly responsible for the various operations involved. The assumptions upon
which the Projected Financial Statements are based are stated therein. Although
any assumptions and any projections by necessity involve uncertainties and
approximations, I believe, based on my discussions with other members of
management, that the assumptions on which the Projected Financial Statements are
based are reasonable. Based thereon, I believe that the projections for Company
and its


                                    XIV-1
<PAGE>

Subsidiaries, taken as a whole, reflected in the Projected Financial
Statements provide reasonable estimations of future performance, subject, as
stated above, to the uncertainties and approximations inherent in any
projections.

                  E.       The Fair Value Summary Balance Sheet has been
prepared in a manner which I believe reflects a conservative estimate of the
fair value of the assets of Company and its Subsidiaries on a consolidated basis
and the probable liability on all of their debts, contingent or otherwise. For
purposes of this Certificate, I understand "fair value" of any assets to mean
the amount which may be realized within a reasonable time, either through
collection of such assets or through sale of such assets at the regular market
value thereof, conceiving of the latter as the amount which could be obtained
for the property in question within such period by a capable and diligent
businessman from an interested buyer who is willing to purchase under ordinary
selling conditions.

                  F.       For purposes of constructing the Fair Value Summary
Balance Sheet, I have, with respect to the asset values reflected in the Fair
Value Summary Balance Sheet, considered various methods of valuing the assets of
Company as I have considered appropriate to arrive at the estimated fair value
of the long-term assets of Company and its Subsidiaries.

                  With respect to liabilities reflected in the Fair Value
Summary Balance Sheet, I have included long-term liabilities reported by Company
and its Subsidiaries in their _____ __, 1999 financial statements and debts to
be incurred or assumed by Company and its Subsidiaries under the Credit
Agreement and the Proposed Transactions. In addition, with respect to contingent
liabilities (such as litigation, guaranties and pension plan liabilities), I
have consulted with legal, financial and other personnel of Company and its
Subsidiaries and have reflected as liabilities our best judgment as to the
maximum exposure that can reasonably be expected to result therefrom in light of
all the facts and circumstances existing at this time, recognizing that any such
estimation is inherently subject to uncertainties.

                  Based on the foregoing, I have reached the following
conclusions:

                  1.       Company is not now, nor will the incurrence of the
                  Obligations under the Credit Agreement on the Closing Date and
                  the incurrence of the other obligations contemplated by the
                  Proposed Transactions on the Closing Date render Company
                  "insolvent" as defined in this paragraph 1; in this context,
                  "insolvent" means that the present fair value of assets is
                  less than the amount that will be required to pay the probable
                  liability on existing debts as they become absolute and
                  matured, and the term "debts" includes any legal liability,
                  whether matured or unmatured, liquidated or unliquidated,
                  absolute, fixed or contingent.

                  2.       By the incurrence of the Obligations under the Credit
                  Agreement on the Closing Date and the incurrence of the other
                  obligations contemplated by the Proposed Transactions, Company
                  will not incur debts beyond its ability to pay as such debts
                  mature.

                  3.       The incurrence of the Obligations under the Credit
                  Agreement on the Closing Date and the incurrence of the other
                  obligations contemplated by the



                                    XIV-2
<PAGE>

                  Proposed Transactions will not leave Company with property
                  remaining in its hands constituting "unreasonably small
                  capital". I understand that "unreasonably small capital"
                  depends upon the nature of the particular business or
                  businesses conducted or to be conducted, and I have reached my
                  conclusion based on the needs and anticipated needs for
                  capital of the businesses conducted or anticipated to be
                  conducted by Company and its Subsidiaries in light of the
                  Projected Financial Statements and available credit capacity,
                  which current assumption I do not believe to be unreasonable
                  in light of the circumstances applicable thereto.

                  4.       To the best of my knowledge, Company has not executed
                  the Credit Agreement or any documents mentioned therein, or
                  made any transfer or incurred any obligations thereunder, with
                  actual intent to hinder, delay or defraud either present or
                  future creditors.


                                    XIV-3
<PAGE>

                  I represent the foregoing information to be, to the best of my
knowledge and belief, true and correct and execute this Certificate this 2nd day
of November, 1999.

                                        ALLIANCE IMAGING, INC.


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



                                    XIV-4
<PAGE>

                                   EXHIBIT XV

                                    [FORM OF]

                                PLEDGE AGREEMENT

                  This PLEDGE AGREEMENT (this "AGREEMENT") is dated as of
November 2, 1999 and entered into by and among ALLIANCE IMAGING, INC., a
Delaware corporation ("COMPANY"), each of THE UNDERSIGNED DIRECT AND INDIRECT
SUBSIDIARIES of Company (each of such undersigned Subsidiaries being a
"SUBSIDIARY PLEDGOR" and collectively "SUBSIDIARY PLEDGORS") and each Additional
Pledgor that may become a party hereto after the date hereof in accordance with
Section 15 hereof (each of Company, each Subsidiary Pledgor and each Additional
Pledgor being a "PLEDGOR" and collectively "PLEDGORS,") and BANKERS TRUST
COMPANY, as agent for and representative of (in such capacity herein called
"SECURED PARTY") the financial institutions party to the Credit Agreement
referred to below and any Lenders that are Lender Counterparties (as hereinafter
defined) (collectively, the "SECURED PARTIES").


                  PRELIMINARY STATEMENTS


                  A.       Each Pledgor is the legal and beneficial owner of the
shares of stock, equity interests and other securities described in SCHEDULE I
annexed hereto and issued by the entities named therein.

                  B.       Company, Secured Party and Lenders have entered into
a Credit Agreement dated as of November 2, 1999 (said Credit Agreement, as it
may hereafter be amended, supplemented or otherwise modified from time to time,
being the "CREDIT AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined) with Company pursuant to
which Lenders have made certain commitments, subject to the terms and conditions
set forth in the Credit Agreement, to extend certain credit facilities to
Company.

                  C.       Company may from time to time enter into one or more
Interest Rate Agreements (collectively, the "INTEREST RATE AGREEMENTS") with one
or more Lenders (in such capacity, collectively, "LENDER COUNTERPARTIES") in
accordance with the terms of the Credit Agreement, and it is desired that the
obligations of Company under the Interest Rate Agreements, including the
obligation of Company to make payments thereunder in the event of early
termination thereof, together with all obligations of Company under the Credit
Agreement and the other Loan Documents, be secured hereunder.

                  D.       Subsidiary Pledgors have executed and delivered a
Subsidiary Guaranty dated as of the date hereof (said Subsidiary Guaranty, as it
may hereafter be amended, supplemented or otherwise modified from time to time,
being the "SUBSIDIARY GUARANTY") in favor of Secured Party for the benefit of
Lenders and any Lender Counterparties, pursuant to which each Subsidiary Pledgor
has guarantied the prompt payment and performance when due of all obligations of
Company under the Credit Agreement, other Loan Documents and the Interest Rate
Agreements.


                                    XV-1
<PAGE>

                  E.       It is a condition precedent to the initial extensions
of credit by Lenders under the Credit Agreement that Pledgors shall have granted
the security interests and undertaken the obligations contemplated by this
Agreement.

                  NOW, THEREFORE, in consideration of the premises and in order
to induce Lenders to make Loans and other extensions of credit under the Credit
Agreement and to induce Lender Counterparties to enter into the Interest Rate
Agreements, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, each Pledgor hereby agrees with
Secured Party as follows:

                  SECTION 1. PLEDGE OF SECURITY. Each Pledgor hereby pledges and
assigns to Secured Party, for the benefit of the Secured Parties, and hereby
grants to Secured Party, for the benefit of the Secured Parties, a first
priority security interest in, all of such Pledgor's right, title and interest
in and to the following (the "PLEDGED COLLATERAL"):

                  (a)      the shares of stock, partnership interests, interests
in joint ventures, limited liability company interests and all other equity
interests or other equity securities of a Person that is a direct Pledged
Subsidiary or Material Foreign Subsidiary of such Pledgor, and the certificates
or other instruments representing any of the foregoing, and any interest of such
Pledgor in the entries on the books of any financial intermediary pertaining
thereto (the "PLEDGED SHARES"), and any of the foregoing now or hereafter owned
by such Pledgor, including those owned on the date hereof and described on
SCHEDULE I, and all dividends, distributions, returns of capital, cash,
warrants, options, rights, instruments, rights to vote or manage the business of
such Person pursuant to organizational documents governing the rights and
obligations of the shareholders, partners, members or other owners thereof, and
other property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Shares;

                  (b)      all additional shares of, and all securities
convertible into, and rights, warrants, options and other rights to purchase or
otherwise acquire, any shares of stock, partnership interests, interests in
joint ventures, limited liability company interests or any other equity
interests of any issuer of the Pledged Shares from time to time acquired by such
Pledgor in any manner (which shares, other equity interests and other equity
securities shall be deemed to be part of the Pledged Shares), the certificates
or other instruments representing such additional shares, equity interests and
other equity securities, rights, warrants, options or other rights and any
interest of such Pledgor in the entries on the books of any financial
intermediary pertaining to such additional shares, equity interests and other
securities and all dividends, cash, warrants, rights, instruments and other
property or proceeds from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such additional
shares, equity interests or other securities, rights, warrants, options or other
rights;

                  (c)      the shares of stock, partnership interests, interests
in joint entities, limited liability company interests and all other equity
interests or other equity securities of any Person that, after the date of this
Agreement, becomes, as a result of any occurrence, a Pledged Subsidiary or
Material Foreign Subsidiary of such Pledgor (which shares, other equity
interests and other equity securities shall be deemed to be part of the Pledged
Shares), the certificates or other instruments representing any of the
foregoing, and any interest of such Pledgor in the entries on the books of any
financial intermediary pertaining thereto (all such shares, partnership


                                    XV-2
<PAGE>

interests, interests in joint ventures, limited liability company interests,
other equity interests, other equity securities, rights, warrants, options,
other rights, certificates, instruments and interests collectively being "NEW
PLEDGED SHARES"), and all dividends, distributions, returns of capital, cash,
warrants, options, rights, instruments, rights to vote or manage the business
of such Person pursuant to organizational documents governing the rights and
obligations of the shareholders, partners, members or other owners thereof
and other property or proceeds from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of such New
Pledged Shares; PROVIDED, HOWEVER, that in the case of any such Subsidiary
which is a Material Foreign Subsidiary of such Pledgor, such Pledgor shall
only be required to pledge New Pledged Shares of such Material Foreign
Subsidiary possessing up to but not exceeding 65% of the voting power of all
classes of Voting Stock of such Material Foreign Subsidiary, and all
dividends, cash, warrants, rights, instruments and other property or proceeds
from time to time received, receivable or otherwise distributed in respect of
or in exchange for any or all of such New Pledged Shares, and shall satisfy
such requirement within 30 days after such Person's becoming a Material
Foreign Subsidiary;

                  (d)      all indebtedness from time to time owed to such
Pledgor in an original principal amount in excess of $5,000,000 as part of the
consideration received by such Pledgor in respect of any Asset Sale (the
"PLEDGED DEBT"); and

                  (e)      to the extent not covered by clauses (a) through (d)
above, all proceeds of any or all of the foregoing Pledged Collateral. For
purposes of this Agreement, the term "PROCEEDS" includes whatever is receivable
or received when Pledged Collateral or proceeds are sold, exchanged, collected
or otherwise disposed of, whether such disposition is voluntary or involuntary,
and includes proceeds of any indemnity or guaranty payable to Pledgors or
Secured Party from time to time with respect to any of the Pledged Collateral.

                  SECTION 2. SECURITY FOR OBLIGATIONS. This Agreement secures,
and the Pledged Collateral is collateral security for, the prompt payment or
performance in full when due, whether at stated maturity, by required
prepayment, declaration, acceleration, demand or otherwise (including the
payment of amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a)), of

                  (a)      with respect to Company, all obligations and
liabilities of every nature of Company now or hereafter existing under or
arising out of or in connection with the Credit Agreement and other Loan
Documents and the Interest Rate Agreements, and

                  (b)      with respect to each Pledgor other than Company, all
obligations and liabilities of every nature of such Subsidiary Pledgors now or
hereafter existing under or arising out of or in connection with the Subsidiary
Guaranty;

in each case together with all extensions or renewals thereof, whether for
principal, interest (including interest that, but for the filing of a petition
in bankruptcy with respect to any Pledgor, would accrue on such obligations,
whether or nor a claim is allowed against such Pledgor for such interest in the
related bankruptcy proceeding), reimbursement of amounts drawn under Letters of
Credit, payments for early termination of Interest Rate Agreements, fees,
expenses, indemnities or otherwise, whether voluntary or involuntary, direct or
indirect, absolute or contingent, liquidated or unliquidated, whether or not
jointly owed with others, and whether or not from time to time


                                    XV-3
<PAGE>

decreased or extinguished and later increased, created or incurred, and all
or any portion of such obligations or liabilities that are paid, to the
extent all or any part of such payment is avoided or recovered directly or
indirectly from Administrative Agent or any Lender or Lender Counterparty as
a preference, fraudulent transfer or otherwise, and all obligations of every
nature of Pledgors now or hereafter existing under this Agreement (all such
obligations of Pledgors being the "SECURED OBLIGATIONS").

                  SECTION 3. DELIVERY OF PLEDGED COLLATERAL. All certificates or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by or on behalf of Secured Party pursuant hereto and shall be in
suitable form for transfer by delivery and shall be accompanied by each
Pledgor's endorsement, where necessary, or duly executed instruments of transfer
or assignment in blank, all in form and substance satisfactory to Secured Party.
Upon the occurrence and during the continuance of an Event of Default, (i)
Secured Party shall have the right, without notice to Pledgors, to transfer to
or to register in the name of Secured Party or any of its nominees any or all of
the Pledged Collateral, subject only to the revocable rights specified in
Section 7(a), and (ii) Secured Party shall have the right to exchange
certificates or instruments representing or evidencing Pledged Collateral for
certificates or instruments of smaller or larger denominations.

                  SECTION 4. REPRESENTATIONS AND WARRANTIES. Each Pledgor
represents and warrants as follows:

                  (a)      DUE AUTHORIZATION, ETC. OF PLEDGED SHARES. All of the
Pledged Shares described on SCHEDULE I have been duly authorized and validly
issued and are fully paid and non-assessable.

                  (b)      DESCRIPTION OF PLEDGED SHARES. Except as set forth in
SCHEDULE II annexed hereto, the Pledged Shares constitute all of the issued and
outstanding shares of stock or other equity interests of each issuer thereof and
there are no outstanding warrants, options or other rights to purchase, or other
agreements outstanding with respect to, or property that is now or hereafter
convertible into, or that requires the issuance or sale of, any Pledged Shares.

                  (c)      OWNERSHIP OF PLEDGED COLLATERAL. Such Pledgor is the
legal, record and beneficial owner of the Pledged Collateral free and clear of
any Lien except for the security interest created by this Agreement.

                  (d)      OFFICE LOCATIONS. The chief executive office is, and
has been for the four month period preceding the date hereof, located at the
location set forth on SCHEDULE III.

                  (e)      NAMES. No Pledgor (or predecessor by merger or
otherwise of such Pledgor) has, within the four month period preceding the date
hereof, had a different name from the name of such Pledgor listed on the
signature pages hereof.

                  SECTION 5. TRANSFERS AND OTHER LIENS; ADDITIONAL PLEDGED
COLLATERAL; ETC. Each Pledgor shall:

                  (a)      not, except as expressly permitted by the Credit
Agreement (including pursuant to any transaction permitted by the Credit
Agreement), (i) sell, assign (by operation of law or otherwise) or otherwise
dispose of, or grant any option with respect to, any of the Pledged


                                    XV-4
<PAGE>

Collateral, (ii) create or suffer to exist any Lien upon or with respect to
any of the Pledged Collateral, except for the security interest under this
Agreement, or (iii) permit any issuer of Pledged Shares to merge or
consolidate unless all the outstanding capital stock or other equity
interests of the surviving or resulting corporation is, upon such merger or
consolidation, pledged hereunder and no cash, securities or other property is
distributed in respect of the outstanding shares of any other constituent
corporation; PROVIDED that if the surviving or resulting corporation upon any
such merger or consolidation involving an issuer of Pledged Shares which is a
Pledged Subsidiary or a Material Foreign Subsidiary is a Material Foreign
Subsidiary, then such Pledgor shall only be required to pledge outstanding
capital stock of such surviving or resulting corporation possessing up to but
not exceeding 65% of the voting power of all classes of Voting Stock of such
Material Foreign Subsidiary; PROVIDED, FURTHER that, in the event such
Pledgor makes an Asset Sale permitted by the Credit Agreement and the assets
subject to such Asset Sale are Pledged Shares, Secured Party shall release
the Pledged Shares that are the subject of such Asset Sale to Pledgor free
and clear of the lien and security interest under this Agreement concurrently
with the consummation of such Asset Sale; PROVIDED, FURTHER that the Net
Asset Sale Proceeds of such Asset Sale shall be applied as set forth in the
Credit Agreement;

                  (b)      (i) cause each issuer of Pledged Shares not to issue
any stock, other equity interests or other securities in addition to or in
substitution for the Pledged Shares issued by such issuer, except to such
Pledgor and except pursuant to any transaction permitted by the Credit
Agreement, (ii) pledge hereunder, immediately upon its acquisition thereof, any
and all additional shares of stock, equity interests or other securities of each
issuer of Pledged Shares, and (iii) to the extent required under the Credit
Agreement, pledge hereunder, immediately upon its acquisition (directly or
indirectly) thereof, any and all shares of stock, other equity interests or
other securities of any Person that, after the date of this Agreement, becomes,
as a result of any occurrence, a Pledged Subsidiary or Material Foreign
Subsidiary of such Pledgor; PROVIDED that, notwithstanding anything contained in
this subdivision (b), such Pledgor shall only be required to pledge the
outstanding capital stock of a Material Foreign Subsidiary possessing up to but
not exceeding 65% of the voting power of all classes of Voting Stock of such
Material Foreign Subsidiary;

                  (c)      pledge hereunder, immediately upon their issuance,
any and all instruments or other evidence of indebtedness in an original
principal amount in excess of $5,000,000 from time to time owed to such Pledgor
as part of the consideration received by such Pledgor in respect of any Asset
Sale;

                  (d)      promptly deliver to Secured Party all written notices
of redemption, repurchase or other defeasance received by it with respect to the
Pledged Collateral;

                  (e)      notify Secured Party of any change in such Pledgor's
name, identity or corporate structure within 15 days of such change; and

                  (f)      give Secured Party 30 days' prior written notice of
any change in such Pledgor's chief executive office.


                                    XV-5
<PAGE>

                  SECTION 6. FURTHER ASSURANCES; PLEDGE AMENDMENTS.

                  (a)      Each Pledgor agrees that from time to time, at the
expense of such Pledgor, such Pledgor will promptly execute and deliver all
further instruments and documents, and take all further action, that may be
reasonably necessary or desirable, or that Secured Party may reasonably request,
in order to perfect and protect any security interest granted or purported to be
granted hereby or to enable Secured Party to exercise and enforce its rights and
remedies hereunder with respect to any Pledged Collateral. Without limiting the
generality of the foregoing, each Pledgor will: (i) execute and file such
financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as Secured Party
may request, in order to perfect and preserve the security interests granted or
purported to be granted hereby, (ii) at Secured Party's request, deliver and
pledge to Secured Party hereunder all promissory notes and other instruments
(including checks) constituting Collateral, duly endorsed and accompanied by
duly executed instruments of transfer or assignment, all in form and substance
satisfactory to Secured Party, (iii) at Secured Party's reasonable request,
appear in and defend any action or proceeding that may affect such Pledgor's
title to or Secured Party's security interest hereunder in all or any part of
the Pledged Collateral and (iv) execute and deliver from time to time such
agreements or instruments under the laws of a country in which any Material
Foreign Subsidiary is organized that the Secured Party deems necessary or
advisable, or that Secured Party may reasonably request, to perfect or otherwise
protect the priority of the Liens granted to Secured Party on behalf of the
Secured Parties in the stock of such Material Foreign Subsidiary and take all
such other actions under the laws of such jurisdictions as Secured Party may
deem necessary or advisable, or that Secured Party may reasonably request, to
perfect or otherwise protect such Liens. Each Pledgor agrees that a carbon,
photographic or other reproduction of this Agreement or of a financing statement
signed by such Pledgor shall be sufficient as a financing statement and may be
filed as a financing statement in any and all jurisdictions.

                  (b)      Each Pledgor further agrees that it will, upon
obtaining any additional shares of stock or other securities required to be
pledged hereunder as provided in Section 5(b) or (c), promptly (and in any event
within five Business Days) deliver to Secured Party a Pledge Amendment, duly
executed by such Pledgor, in substantially the form of SCHEDULE IV annexed
hereto (a "PLEDGE AMENDMENT"), in respect of the additional Pledged Shares or
Pledged Debt to be pledged pursuant to this Agreement. Each Pledgor hereby
authorizes Secured Party to attach each Pledge Amendment to this Agreement and
agrees that all Pledged Shares and Pledged Debt listed on any Pledge Amendment
delivered to Secured Party shall for all purposes hereunder be considered
Pledged Collateral; PROVIDED that the failure of such Pledgor to execute a
Pledge Amendment with respect to any additional Pledged Shares or Pledged Debt
pledged pursuant to this Agreement shall not impair the security interest of
Secured Party therein created hereunder or otherwise adversely affect the rights
and remedies of Secured Party hereunder with respect thereto.

                  SECTION 7. VOTING RIGHTS; DIVIDENDS; ETC.

                  (a)      So long as no Event of Default shall have occurred
and be continuing:

                  (i)      each Pledgor shall be entitled to exercise any and
                  all voting and other consensual rights pertaining to the
                  Pledged Collateral or any part thereof for


                                    XV-6
<PAGE>
                  any purpose not prohibited by the terms of this Agreement or
                  the Credit Agreement;

                  (ii)     each Pledgor shall be entitled to receive and retain,
                  and to utilize free and clear of the lien of this Agreement,
                  any and all dividends, interest, principal and other
                  distributions paid in respect of the Pledged Collateral to the
                  extent payment thereof is not prohibited by the terms of the
                  Credit Agreement; PROVIDED, HOWEVER, that any and all
                  dividends of equity Securities of any issuer included in the
                  Pledged Collateral or Pledged Shares shall be, and shall
                  forthwith be, to the extent required under the Credit
                  Agreement, delivered to Secured Party to hold as, Pledged
                  Collateral and shall, if received by such Pledgor, be received
                  in trust for the benefit of Secured Party on behalf of the
                  Secured Parties, be segregated from the other property or
                  funds of such Pledgor and be forthwith delivered to Secured
                  Party as Pledged Collateral in the same form as so received
                  (with all necessary endorsements); and

                  (iii)    Secured Party shall promptly execute and deliver (or
                  cause to be executed and delivered) to each Pledgor all such
                  proxies, dividend payment orders and other instruments as such
                  Pledgor may from time to time reasonably request for the
                  purpose of enabling such Pledgor to exercise the voting and
                  other consensual rights which it is entitled to exercise
                  pursuant to paragraph (i) above and to receive the dividends,
                  principal or interest payments and other distributions which
                  it is authorized to receive and retain pursuant to paragraph
                  (ii) above.

                  (b)      Upon the occurrence and during the continuation of an
Event of Default and written notice from Secured Party to Pledgors of its
election that the following become effective:

                  (i)      upon written notice from Secured Party to Pledgors,
                  all rights of Pledgors to exercise the voting and other
                  consensual rights which they would otherwise be entitled to
                  exercise pursuant to Section 7(a)(i) shall cease, and all such
                  rights shall thereupon become vested in Secured Party who
                  shall thereupon have the sole right to exercise such voting
                  and other consensual rights;

                  (ii)     all rights of Pledgors to receive the dividends,
                  principal and interest payments and other distributions which
                  they would otherwise be authorized to receive and retain
                  pursuant to Section 7(a)(ii) shall cease, and all such rights
                  shall thereupon become vested in Secured Party who shall
                  thereupon have the sole right to receive and hold as Pledged
                  Collateral such dividends, principal and interest payments and
                  other distributions; and

                  (iii)    all dividends, principal and interest payments and
                  other distributions which are received by Pledgors contrary to
                  the provisions of paragraph (ii) of this Section 7(b) shall be
                  received in trust for the benefit of Secured Party on behalf
                  of the Secured Parties, shall be segregated from other funds
                  of Pledgors and shall forthwith be paid over to Secured Party
                  as Pledged Collateral in the same form as so received (with
                  any necessary endorsements).


                                    XV-7
<PAGE>

                  (c)      In order to permit Secured Party to exercise the
voting and other consensual rights which it may be entitled to exercise pursuant
to Section 7(b)(i) and to receive all dividends and other distributions which it
may be entitled to receive under Section 7(a)(ii) or Section 7(b)(ii), each
Pledgor shall, upon written notice from Secured Party, promptly execute and
deliver (or cause to be executed and delivered) to Secured Party all such
proxies, dividend payment orders and other instruments as Secured Party may from
time to time reasonably request, including to the extent necessary so that the
pledge hereunder of any shares of stock of any Pledged Subsidiary which is a
Material Foreign Subsidiary is registered (if not already so registered) on the
appropriate books and records of such Material Foreign Subsidiary if such
registration is required under applicable law in order to permit Secured Party
to exercise such rights or to receive such dividends and other distributions.

                  SECTION 8. SECURED PARTY APPOINTED ATTORNEY-IN-FACT. Each
Pledgor hereby irrevocably appoints Secured Party as such Pledgor's
attorney-in-fact, with full authority in the place and stead of such Pledgor and
in the name of such Pledgor, Secured Party or otherwise, from time to time upon
the occurrence and during the continuation of an Event of Default, to take any
action and to execute any instrument that Secured Party may reasonably deem
necessary or advisable to accomplish the purposes of this Agreement, including:

                  (a)      to file one or more financing or continuation
statements, or amendments thereto, relative to all or any part of the Pledged
Collateral without the signature of such Pledgor;

                  (b)      to ask, demand, collect, sue for, recover, compound,
receive and give acquittance and receipts for moneys due and to become due under
or in respect of any of the Pledged Collateral;

                  (c)      to receive, endorse and collect any instruments made
payable to such Pledgor representing any dividend or other distribution in
respect of the Pledged Collateral or any part thereof and to give full discharge
for the same; and

                  (d)      to file any claims or take any action or institute
any proceedings that Secured Party may deem necessary or desirable for the
collection of any of the Pledged Collateral or otherwise to enforce the rights
of Secured Party with respect to any of the Pledged Collateral.

                  SECTION 9. SECURED PARTY MAY PERFORM. If any Pledgor fails to
perform any agreement contained herein, Secured Party may itself perform, or
cause performance of, such agreement, and the expenses of Secured Party incurred
in connection therewith shall be payable by such Pledgor under subsection 10.2
of the Credit Agreement.

                  SECTION 10. STANDARD OF CARE. The powers conferred on Secured
Party hereunder are solely to protect its interest hereunder in the Pledged
Collateral and shall not impose any duty upon it to exercise any such powers.
Except for the exercise of reasonable care in the custody of any Pledged
Collateral in its possession and the accounting for moneys actually received by
it hereunder, Secured Party shall have no duty as to any Pledged Collateral, it
being understood that Secured Party shall have no responsibility for (a)
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Pledged Collateral, whether
or not Secured Party has or is deemed to have knowledge of such matters, (b)
taking any necessary steps (other than steps taken in accordance with the
standard of


                                    XV-8
<PAGE>

care set forth above to maintain possession of the Pledged Collateral) to
preserve rights against any parties with respect to any Pledged Collateral,
(c) taking any necessary steps to collect or realize upon the Secured
Obligations or any guarantee therefor, or any part thereof, or any of the
Pledged Collateral, or (d) initiating any action to protect the Pledged
Collateral against the possibility of a decline in market value. Secured
Party shall be deemed to have exercised reasonable care in the custody and
preservation of Pledged Collateral in its possession if such Pledged
Collateral is accorded treatment substantially equal to that which Secured
Party accords its own property consisting of negotiable securities.

                  SECTION 11. REMEDIES.

                  (a)      If any Event of Default shall have occurred and be
continuing, Secured Party may exercise in respect of the Pledged Collateral, in
addition to all other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies which it may have as a secured
party on default under the Uniform Commercial Code as in effect in any relevant
jurisdiction (the "CODE") (whether or not the Code applies to the affected
Pledged Collateral) or under any other applicable laws, whether of the United
States or of any state thereof or of any foreign jurisdiction, and Secured Party
may also in its sole discretion, without notice except as specified below, sell
such Pledged Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange or broker's board or at any of Secured Party's
offices or elsewhere, for cash, on credit or for future delivery, at such time
or times and at such price or prices and upon such other terms as Secured Party
may deem commercially reasonable, irrespective of the impact of any such sales
on the market price of such Pledged Collateral. Secured Party or any Lender or
Lender Counterparty may be the purchaser of any or all of such Pledged
Collateral at any such sale and Secured Party, as agent for and representative
of Lenders and Lender Counterparties (but not any Lender or Lenders or Lender
Counterparty or Lender Counterparties in its or their respective individual
capacities unless Requisite Obligees (as defined in Section 14(a)) shall
otherwise agree in writing), shall be entitled, for the purpose of bidding and
making settlement or payment of the purchase price for all or any portion of
such Pledged Collateral sold at any such public sale, to use and apply any of
the Secured Obligations then owing to it as a credit on account of the purchase
price for such Pledged Collateral payable by Secured Party at such sale. Each
purchaser at any such sale shall hold the property sold absolutely free from any
claim or right on the part of Pledgors, and each Pledgor hereby waives (to the
extent permitted by applicable law) all rights of redemption, stay and/or
appraisal which it now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted. Each Pledgor agrees that,
to the extent notice of sale shall be required by law, at least ten days' notice
to such Pledgor of the time and place of any public sale or the time after which
any private sale is to be made shall constitute reasonable notification. Secured
Party shall not be obligated to make any sale of Pledged Collateral regardless
of notice of sale having been given. Secured Party may adjourn any public or
private sale from time to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned. Each Pledgor hereby waives any claims
against Secured Party arising by reason of the fact that the price at which any
Pledged Collateral may have been sold at such a private sale was less than the
price which might have been obtained at a public sale, even if Secured Party
accepts the first offer received and does not offer such Pledged Collateral to
more than one offeree. If the proceeds of any sale or other disposition of the
Pledged Collateral are insufficient to pay all the Secured Obligations, Pledgors
shall be jointly and severally liable


                                    XV-9
<PAGE>

for the deficiency and the fees of any attorneys employed by Secured Party to
collect such deficiency.

                  (b)      Each Pledgor recognizes that, by reason of certain
prohibitions contained in the Securities Act and applicable state securities
laws, Secured Party may be compelled, with respect to any sale of all or any
part of the Pledged Collateral conducted without prior registration or
qualification of such Pledged Collateral under the Securities Act and/or such
state securities laws, to limit purchasers to those who will agree, among other
things, to acquire the Pledged Collateral for their own account, for investment
and not with a view to the distribution or resale thereof. Each Pledgor
acknowledges that any such private sales may be at prices and on terms less
favorable than those obtainable through a public sale without such restrictions
(including a public offering made pursuant to a registration statement under the
Securities Act) and, notwithstanding such circumstances, such Pledgor agrees
that any such private sale shall not, by virtue thereof, result in such sale
being deemed to have been made in a commercially unreasonable manner and that
Secured Party shall have no obligation to engage in public sales and no
obligation to delay the sale of any Pledged Collateral for the period of time
necessary to permit the issuer thereof to register it for a form of public sale
requiring registration under the Securities Act or under applicable state
securities laws, even if such issuer would, or should, agree to so register it.

                  (c)      If Secured Party determines to exercise its right to
sell any or all of the Pledged Collateral, upon written request, each Pledgor
shall and shall cause each issuer of any Pledged Shares to be sold hereunder
from time to time to furnish to Secured Party all such information as Secured
Party may request in order to determine the number of shares and other
instruments included in the Pledged Collateral which may be sold by Secured
Party in exempt transactions under the Securities Act and the rules and
regulations of the Securities and Exchange Commission thereunder, as the same
are from time to time in effect.

                  SECTION 12. APPLICATION OF PROCEEDS. All proceeds received by
Secured Party in respect of any sale of, collection from, or other realization
upon all or any part of the Pledged Collateral shall be applied as provided in
subsection 2.4D of the Credit Agreement.

                  SECTION 13. CONTINUING SECURITY INTEREST; TRANSFER OF LOANS.
This Agreement shall create a continuing security interest in the Pledged
Collateral and shall (a) remain in full force and effect until the payment in
full of all Secured Obligations under the Credit Agreement, the cancellation or
termination of the Commitments and the cancellation or expiration of all
outstanding Letters of Credit, (b) be binding upon each Pledgor, its successors
and assigns, and (c) inure, together with the rights and remedies of Secured
Party hereunder, to the benefit of Secured Party and its successors, transferees
and assigns; PROVIDED that upon a release of any Pledged Collateral in
accordance with the terms of the Credit Agreement, the security interest created
hereby in and with respect to such released Pledged Collateral shall terminate.
Without limiting the generality of the foregoing clause (c), but subject to the
provisions of subsection 10.1 of the Credit Agreement, any Lender may assign or
otherwise transfer any Loans held by it to any other Person, and such other
Person shall thereupon become vested with all the benefits in respect thereof
granted to Lenders herein or otherwise. Upon the payment in full of all Secured
Obligations under the Credit Agreement, the cancellation or termination of the
Commitments and the cancellation or expiration of all outstanding Letters of
Credit, the security interest granted hereby shall terminate and all rights to
the Pledged Collateral


                                    XV-10
<PAGE>

shall revert to Pledgors. Upon any such termination Secured Party will, at
Pledgors' expense, execute and deliver to Pledgors such documents as Pledgors
shall reasonably request to evidence such termination and Pledgors shall be
entitled to the return, upon their request and at their expense, against
receipt and without recourse to Secured Party or the Secured Parties, of such
of the Pledged Collateral as shall not have been sold or otherwise applied
pursuant to the terms hereof.

                  SECTION 14. SECURED PARTY AS ADMINISTRATIVE AGENT.

                  (a)      Secured Party has been appointed to act as Secured
Party hereunder by Lenders and, by their acceptance of the benefits hereof,
Lender Counterparties. Secured Party shall be obligated, and shall have the
right hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action (including
the release or substitution of Pledged Collateral), solely in accordance with
this Agreement and the Credit Agreement; PROVIDED that Secured Party shall
exercise, or refrain from exercising, any remedies provided for in Section 11 in
accordance with the instructions of Requisite Lenders (Requisite Lenders being
referred to herein as "REQUISITE OBLIGEES"). In furtherance of the foregoing
provisions of this Section 14(a), each Lender Counterparty, by its acceptance of
the benefits hereof, agrees that it shall have no right individually to realize
upon any of the Pledged Collateral hereunder, it being understood and agreed by
such Lender Counterparty that all rights and remedies hereunder may be exercised
solely by Secured Party for the benefit of Lenders and Lender Counterparties in
accordance with the terms of this Section 14(a).

                  (b)      Secured Party shall at all times be the same Person
that is Administrative Agent under the Credit Agreement. Written notice of
resignation by Administrative Agent pursuant to subsection 9.5 of the Credit
Agreement shall also constitute notice of resignation as Secured Party under
this Agreement; removal of Administrative Agent pursuant to subsection 9.5 of
the Credit Agreement shall also constitute removal as Secured Party under this
Agreement; and appointment of a successor Administrative Agent pursuant to
subsection 9.5 of the Credit Agreement shall also constitute appointment of a
successor Secured Party under this Agreement. Upon the acceptance of any
appointment as Administrative Agent under subsection 9.5 of the Credit Agreement
by a successor Administrative Agent or replacement of the Administrative Agent
as described in the proviso to the first sentence of this clause (b), that
successor Administrative Agent or replacement Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring or removed Secured Party under this Agreement, and
the retiring or removed Secured Party under this Agreement shall promptly (i)
transfer to such successor Secured Party all sums, securities and other items of
Pledged Collateral held hereunder, together with all records and other documents
necessary or appropriate in connection with the performance of the duties of the
successor Secured Party under this Agreement, and (ii) execute and deliver to
such successor Secured Party such amendments to financing statements, and take
such other actions, as may be necessary or appropriate in connection with the
assignment to such successor Secured Party of the security interests created
hereunder, whereupon such retiring or removed Secured Party shall be discharged
from its duties and obligations under this Agreement. After any retiring or
removed Secured Party's resignation or removal hereunder as Secured Party, the
provisions of this Agreement shall inure to its benefit as to any actions taken
or omitted to be taken by it under this Agreement while it was Secured Party
hereunder.


                                    XV-11
<PAGE>

                  SECTION 15. ADDITIONAL PLEDGORS. The initial Subsidiary
Pledgors hereunder shall be such of the Subsidiaries of Company as set forth on
SCHEDULE VI annexed hereto. From time to time subsequent to the date hereof,
additional Subsidiaries of Company may become parties hereto as additional
Pledgors (each an "ADDITIONAL PLEDGOR"), by executing a counterpart of this
Agreement substantially in the form of SCHEDULE V annexed hereto. Upon delivery
of any such counterpart to Secured Party, notice of which is hereby waived by
Pledgors, each such Additional Pledgor shall be a Pledgor and shall be as fully
a party hereto as if such Additional Pledgor were an original signatory hereto.
Each Pledgor expressly agrees that its obligations arising hereunder shall not
be affected or diminished by the addition or release of any other Pledgor
hereunder, nor by any election of Administrative Agent not to cause any
Subsidiary of Company to become an Additional Pledgor hereunder. This Agreement
shall be fully effective as to any Pledgor that is or becomes a party hereto
regardless of whether any other Person becomes or fails to become or ceases to
be a Pledgor hereunder.

                  SECTION 16. AMENDMENTS; ETC. No amendment, modification,
termination or waiver of any provision of this Agreement, and no consent to any
departure by any Pledgor therefrom, shall in any event be effective unless the
same shall be in writing and signed by Secured Party and, in the case of any
such amendment or modification, by Pledgors. Any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
it was given.

                  SECTION 17. NOTICES. Any notice or other communication herein
required or permitted to be given shall be in writing and may be personally
served, telexed or sent by telefacsimile or United States mail or courier
service and shall be deemed to have been given when delivered in person or by
courier service, upon receipt of telefacsimile or telex, or three Business Days
after depositing it in the United States mail with postage prepaid and properly
addressed. For the purposes hereof, the address of each party hereto shall be as
provided in subsection 10.7 of the Credit Agreement.

                  SECTION 18. SEVERABILITY. In case any provision in or
obligation under this Agreement shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

                  SECTION 19. HEADINGS. Section and subsection headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose or be given any
substantive effect.

                  SECTION 20. GOVERNING LAW; TERMS. THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE
OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES, EXCEPT TO THE
EXTENT THAT THE CODE PROVIDES THAT THE PERFECTION OF THE SECURITY INTEREST
HEREUNDER, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR PLEDGED
COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK. Unless otherwise


                                    XV-12
<PAGE>

defined herein or in the Credit Agreement, terms used in Articles 8 and 9 of
the Uniform Commercial Code in the State of New York are used herein as
therein defined.

                  SECTION 21. COUNTERPARTS. This Agreement may be executed in
one or more counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument; signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are physically attached to the same document.

                  SECTION 22. CONSENT TO JURISDICTION AND SERVICE OF PROCESS.

                  ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PLEDGOR ARISING
OUT OF OR RELATING TO THIS AGREEMENT, OR ANY OBLIGATIONS HEREUNDER, MAY BE
BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE,
COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT EACH
PLEDGOR, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY

                  (I)      ACCEPTS GENERALLY AND UNCONDITIONALLY THE
                  NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

                  (II)     WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;

                  (III)    AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
                  PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
                  CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH PLEDGOR AT
                  ITS ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 16;

                  (IV)     AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE
                  IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER COMPANY IN
                  ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE
                  CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT;

                  (V)      AGREES THAT SECURED PARTY RETAINS THE RIGHT TO SERVE
                  PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING
                  PROCEEDINGS AGAINST SUCH PLEDGOR IN THE COURTS OF ANY OTHER
                  JURISDICTION; AND

                  (VI)     AGREES THAT THE PROVISIONS OF THIS SECTION 22
                  RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND
                  ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK
                  GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.


                                    XV-13
<PAGE>

                  In addition, each Pledgor hereby agrees that any judicial
proceeding brought against such Pledgor arising out of or relating to the pledge
of any shares of stock of any Pledged Subsidiary which is a Material Foreign
Subsidiary hereunder may be brought in any court of competent jurisdiction in
the jurisdiction in which such Material Foreign Subsidiary is organized and, by
execution and delivery of this Agreement, such Pledgor accepts for itself and in
connection with its properties (including the applicable Pledged Shares),
generally and unconditionally, the nonexclusive jurisdiction of any such court
and waives any defense of forum non conveniens (or any similar defense under the
laws of such jurisdiction) and irrevocably agrees to be bound by any judgment
rendered thereby in connection with such pledge or the enforcement thereof.

                  [Remainder of page intentionally left blank]



                                    XV-14
<PAGE>

                  IN WITNESS WHEREOF, Pledgors and Secured Party have caused
this Agreement to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.

                                        ALLIANCE IMAGING, INC.


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



                                    XV-15
<PAGE>

            EACH OF THE ENTITIES LISTED ON SCHEDULE VI ANNEXED HERETO


                                        By:
                                            ------------------------------------
                                        on behalf of each of the entities listed
                                        on Schedule VI annexed hereto
                                            Name:
                                            Title:


                                        Notice Address for Pledgors:

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

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

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

                                    XV-16

<PAGE>

                                   SCHEDULE I

                  Attached to and forming a part of the Pledge Agreement dated
as of November 2, 1999 among Alliance Imaging, Inc., as Company, the other
Pledgors named therein, and Bankers Trust Company, as Secured Party.

<TABLE>
<CAPTION>
                        Class of Stock                   Stock or                                       Number of
                        or other                         Other Interest                                 Shares or
                        Equity Interest                  Certicate                  Par                 Other
Issuer                  or Security                      Nos.                       Value               Interests
------                  ---------------                  --------------             -----               ---------
<S>                     <C>                              <C>                        <C>                 <C>
</TABLE>
















                                  Schedule I-1

<PAGE>

                                   SCHEDULE II


                  Attached to and forming a part of the Pledge Agreement dated
as of November 2, 1999 among Alliance Imaging, Inc., as Company, the other
Pledgors named therein, and Bankers Trust Company, as Secured Party.

<TABLE>
<CAPTION>
                        Number of
                        Shares, Equity                   Percentage
                        Interests or other               Represented                Holders
                        Securities Issued                by Pledged                 of Interests
Issuer                  and Outstanding                  Interest                   Not Pledged
------                  ------------------               -----------                ------------
<S>                     <C>                              <C>                        <C>
</TABLE>
















                                  Schedule II-1

<PAGE>

                                  SCHEDULE III


                        CHIEF EXECUTIVE OFFICE LOCATIONS

















                                  Schedule III-1

<PAGE>

                                   SCHEDULE IV


                                PLEDGE AMENDMENT


                  This Pledge Amendment, dated ____________, _____, is delivered
pursuant to Section 6(b) of the Pledge Agreement referred to below. The
undersigned hereby agrees that this Pledge Amendment may be attached to the
Pledge Agreement dated as of November 2, 1999, among the undersigned, as
Company, the other Pledgors named therein, and Bankers Trust Company, as Secured
Party (as amended, supplemented or otherwise modified, the "PLEDGE AGREEMENT,"
capitalized terms defined therein being used herein as therein defined), and
that the Pledged Shares listed on this Pledge Amendment shall be deemed to be
part of the Pledged Shares, as applicable, and shall become part of the Pledged
Collateral and shall secure all Secured Obligations.


                                        [NAME OF PLEDGOR]


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














                                  Schedule IV-1

<PAGE>


<TABLE>
<CAPTION>
                                                                          Number of
                Class of Stock                                            Shares, Equity     Percentage
                or other          Stock or                                Interests or       by Pledged Interests
                Equity            Other Interest                          Other Securities   pledged pursuant         Holders
                Interest or       Certificate       Par      Number of    Issued and         Pledge Agreement and     of Interests
Issuer          Security          Nos.              Value    Interests    Outstanding        all Pledge Amendments    Not Pledged
------          --------------    --------------    -----    ---------    ----------------   ---------------------    ------------
<S>             <C>               <C>               <C>      <C>          <C>                <C>                      <C>
</TABLE>

















                                  Schedule IV-1

<PAGE>

                                   SCHEDULE V

                              [FORM OF COUNTERPART]

                  COUNTERPART (this "COUNTERPART"), dated ________, is delivered
pursuant to Section 15 of the Pledge Agreement referred to below. The
undersigned hereby agrees that this Counterpart may be attached to the Pledge
Agreement, dated as of November 2, 1999 (as it may be from time to time amended,
modified or supplemented, the "PLEDGE AGREEMENT"; capitalized terms used herein
not otherwise defined herein shall have the meanings ascribed therein), among
Alliance Imaging, Inc., as Company, the other Pledgors named herein, and Bankers
Trust Company, as Secured Party. The undersigned, by executing and delivering
this Counterpart, hereby becomes a Pledgor under the Pledge Agreement in
accordance with Section 15 thereof and agrees to be bound by all of the terms
thereof. [Without limiting the generality of the foregoing, the items of
property described in the schedule attached hereto shall be deemed to be part of
the and shall become part of the Pledged Collateral and shall secure all Secured
Obligations.]

                                        [NAME OF ADDITIONAL PLEDGOR]


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





                                  Schedule V-1

<PAGE>

                                   SCHEDULE VI

                              LIST OF SUBSIDIARIES















                                  Schedule VI-1

<PAGE>

                                   EXHIBIT XVI

                                    [FORM OF]

                               SUBSIDIARY GUARANTY


                  This SUBSIDIARY GUARANTY is entered into as of November 2,
1999 by THE UNDERSIGNED (each a "GUARANTOR" and collectively, "GUARANTORS") in
favor of and for the benefit of BANKERS TRUST COMPANY, as agent for and
representative of (in such capacity herein called "GUARANTIED PARTY") the
financial institutions ("LENDERS") party to the Credit Agreement referred to
below and any Lender Counterparties (as hereinafter defined), and, subject to
subsection 3.14, for the benefit of the other Beneficiaries (as hereinafter
defined).

                                    RECITALS

                  A.  Alliance Imaging, Inc., a Delaware corporation
("COMPANY"), has entered into that certain Credit Agreement dated as of
November 2, 1999 with Guarantied Party and Lenders (said Credit Agreement, as
it may hereafter be amended, supplemented or otherwise modified from time to
time, being the "CREDIT AGREEMENT"; capitalized terms defined therein and not
otherwise defined herein being used herein as therein defined).

                  B.  Company may from time to time enter, or may from time
to time have entered, into one or more Interest Rate Agreements
(collectively, the "INTEREST RATE AGREEMENTS") with or one or more Lenders
(in such capacity, collectively, "LENDER COUNTERPARTIES") in accordance with
the terms of the Credit Agreement, and it is desired that the obligations of
Company under the Interest Rate Agreements, including the obligation of
Company to make payments thereunder in the event of early termination thereof
(all such obligations being the "INTEREST RATE OBLIGATIONS"), together with
all obligations of Company under the Credit Agreement and the other Loan
Documents, be guarantied hereunder.

                  C.  The proceeds of the Loans made to Company may be
advanced to Guarantors and thus the Guarantied Obligations (as hereinafter
defined) are being incurred for and will inure to the benefit of Guarantors
(which benefits are hereby acknowledged).

                  D.  It is a condition precedent to the making of the
initial Loans under the Credit Agreement that Company's obligations
thereunder be guarantied by Guarantors.

                  E.  Guarantors are willing irrevocably and unconditionally
to guaranty such obligations of Company.

                  NOW, THEREFORE, based upon the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and in order to induce Lenders and Guarantied Party to enter into
the Credit Agreement and to make Loans and other extensions of credit thereunder
and to induce Lender Counterparties to enter into the Interest Rate Agreements,
Guarantors hereby agree as follows:


                                     XVI-1

<PAGE>

SECTION 1.  DEFINITIONS

         1.1 CERTAIN DEFINED TERMS. As used in this Guaranty, the following
terms shall have the following meanings unless the context otherwise requires:

                  "BENEFICIARIES" means Guarantied Party, Lenders and any Lender
                  Counterparties.

                  "GUARANTIED OBLIGATIONS" has the meaning assigned to that term
                  in subsection 2.1.

                  "GUARANTY" means this Subsidiary Guaranty dated as of November
                  2, 1999, as it may be amended, supplemented or otherwise
                  modified from time to time.

                  "PAYMENT IN FULL", "PAID IN FULL" or any similar term means
                  payment in full of the Guarantied Obligations, including all
                  principal, interest, costs, fees and expenses (including
                  reasonable legal fees and expenses) of Beneficiaries as
                  required under the Loan Documents and the Interest Rate
                  Agreements.

         1.2 INTERPRETATION.

                  (a) References to "Sections" and "subsections" shall be to
                  Sections and subsections, respectively, of this Guaranty
                  unless otherwise specifically provided.

                  (b) In the event of any conflict or inconsistency between the
                  terms, conditions and provisions of this Guaranty and the
                  terms, conditions and provisions of the Credit Agreement, the
                  terms, conditions and provisions of this Guaranty shall
                  prevail.

SECTION 2. THE GUARANTY

         2.1 GUARANTY OF THE GUARANTIED OBLIGATIONS. Subject to the provisions
of subsection 2.2(a), Guarantors jointly and severally hereby absolutely,
irrevocably and unconditionally guaranty the due and punctual payment in full of
all Guarantied Obligations when the same shall become due, whether at stated
maturity, by required prepayment, declaration, acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a) or
any provision of foreign law having similar effect). The term "GUARANTIED
OBLIGATIONS" is used herein in its most comprehensive sense and includes:

                  (a) any and all Obligations of the Loan Parties and any and
                  all Interest Rate Obligations, in each case now or hereafter
                  made, incurred or created, whether absolute or contingent,
                  liquidated or unliquidated, whether due or not due, and
                  however arising under or in connection with the Credit
                  Agreement and the other Loan Documents and the Interest Rate
                  Agreements, including those arising under successive borrowing
                  transactions under the Credit Agreement which shall either
                  continue the Obligations of the Loan Parties or from time to
                  time renew them after they have been satisfied and including
                  interest which,


                                     XVI-2

<PAGE>

                  but for the filing of a petition in bankruptcy with respect
                  to any Loan Party, would have accrued on any Guarantied
                  Obligations, whether or not a claim is allowed against such
                  Loan Party for such interest in the related bankruptcy
                  proceeding under domestic or foreign law; and

                  (b) those expenses set forth in subsection 2.7.

         2.2 LIMITATION ON AMOUNT GUARANTIED; CONTRIBUTION BY GUARANTORS. (a)
Anything contained in this Guaranty to the contrary notwithstanding, if any
Fraudulent Transfer Law (as hereinafter defined) is determined by a court of
competent jurisdiction to be applicable to the obligations of any Guarantor
under this Guaranty, such obligations of such Guarantor hereunder shall be
limited to a maximum aggregate amount equal to the largest amount that would not
render its obligations hereunder subject to avoidance as a fraudulent transfer
or conveyance under Section 548 of Title 11 of the United States Code or any
applicable provisions of comparable state law (collectively, the "FRAUDULENT
TRANSFER LAWS"), in each case after giving effect to all other liabilities of
such Guarantor, contingent or otherwise, that are relevant under the Fraudulent
Transfer Laws (specifically excluding, however, any liabilities of such
Guarantor (x) in respect of intercompany indebtedness to Company or other
affiliates of Company to the extent that such indebtedness would be discharged
in an amount equal to the amount paid by such Guarantor hereunder and (y) under
any guaranty of Subordinated Indebtedness which guaranty contains a limitation
as to maximum amount similar to that set forth in this subsection 2.2(a),
pursuant to which the liability of such Guarantor hereunder is included in the
liabilities taken into account in determining such maximum amount) and after
giving effect as assets to the value (as determined under the applicable
provisions of the Fraudulent Transfer Laws) of any rights to subrogation,
reimbursement, indemnification or contribution of such Guarantor pursuant to
applicable law or pursuant to the terms of any agreement (including any such
right of contribution under subsection 2.2(b)).

         (b) Guarantors under this Guaranty and each guarantor under other
guaranties, if any, of the Obligations related to the Credit Agreement (the
"RELATED GUARANTIES") which contain a contribution provision similar to that set
forth in this subsection 2.2(b), together desire to allocate among themselves
(collectively, the "CONTRIBUTING GUARANTORS"), in a fair and equitable manner,
their obligations arising under this Guaranty and the Related Guaranties.
Accordingly, in the event any payment or distribution is made on any date by any
Guarantor under this Guaranty or a guarantor under a Related Guaranty (a
"FUNDING GUARANTOR") that exceeds its Fair Share (as defined below) as of such
date, that Funding Guarantor shall be entitled to a contribution from each of
the other Contributing Guarantors in the amount of such other Contributing
Guarantor's Fair Share Shortfall (as defined below) as of such date, with the
result that all such contributions will cause each Contributing Guarantor's
Aggregate Payments (as defined below) to equal its Fair Share as of such date.
"FAIR SHARE" means, with respect to a Guarantor as of any date of determination,
an amount equal to (i) the ratio of (x) the Adjusted Maximum Amount (as defined
below) with respect to such Guarantor to (y) the aggregate of the Adjusted
Maximum Amounts with respect to all Guarantors MULTIPLIED BY (ii) the aggregate
amount paid or distributed on or before such date by all Funding Guarantors
under this Guaranty in respect of the obligations guarantied. "FAIR SHARE
SHORTFALL" means, with respect to a Contributing Guarantor as of any date of
determination, the excess, if any, of the Fair Share of such Contributing
Guarantor over the Aggregate Payments of such Contributing Guarantor. "ADJUSTED
MAXIMUM AMOUNT" means, with respect to a Contributing Guarantor as of any date
of determination, the maximum


                                     XVI-3

<PAGE>

aggregate amount of the obligations of such Contributing Guarantor under this
Guaranty and the Related Guaranties determined as of such date in accordance
with subsection 2.2(a); PROVIDED that, solely for purposes of calculating the
"Adjusted Maximum Amount" with respect to any Contributing Guarantor for
purposes of this subsection 2.2(b), any assets or liabilities of such
Contributing Guarantor arising by virtue of any rights to subrogation,
reimbursement or indemnification or any rights to or obligations of
contribution hereunder shall not be considered as assets or liabilities of
such Contributing Guarantor. "AGGREGATE PAYMENTS" means, with respect to a
Contributing Guarantor as of any date of determination, an amount equal to
(i) the aggregate amount of all payments and distributions made on or before
such date by such Contributing Guarantor in respect of this Guaranty and the
Related Guaranties (including in respect of this subsection 2.2(b) or any
similar provision contained in a Related Guaranty) MINUS (ii) the aggregate
amount of all payments received on or before such date by such Contributing
Guarantor from the other Contributing Guarantors as contributions under this
subsection 2.2(b) or any similar provision contained in a Related Guaranty.
The amounts payable as contributions hereunder and under similar provisions
in the Related Guaranties shall be determined as of the date on which the
related payment or distribution is made by the applicable Funding Guarantor.
The allocation among Contributing Guarantors of their obligations as set
forth in this subsection 2.2(b) shall not be construed in any way to limit
the liability of any Contributing Guarantor hereunder or under a Related
Guaranty. Each Contributing Guarantor under a Related Guaranty is a third
party beneficiary to the contribution agreement set forth in this subsection
2.2(b).

         2.3 PAYMENT BY GUARANTORS; APPLICATION OF PAYMENTS. Subject to the
provisions of subsection 2.2(a), Guarantors hereby jointly and severally agree,
in furtherance of the foregoing and not in limitation of any other right which
any Beneficiary may have at law or in equity against any Guarantor by virtue
hereof, that upon the failure of Company to pay any of the Guarantied
Obligations when and as the same shall become due, whether at stated maturity,
by required prepayment, declaration, acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. Section 362(a) or
other provision of foreign law having similar effect), Guarantors will upon
demand pay, or cause to be paid, in cash, to Guarantied Party for the ratable
benefit of Beneficiaries, an amount equal to the sum of the unpaid principal
amount of all Guarantied Obligations then due as aforesaid, accrued and unpaid
interest on such Guarantied Obligations (including interest which, but for the
filing of a petition in bankruptcy with respect to Company, would have accrued
on such Guarantied Obligations, whether or not a claim is allowed against
Company for such interest in the related bankruptcy proceeding) and all other
Guarantied Obligations then owed to Beneficiaries as aforesaid. All such
payments shall be applied promptly from time to time by Guarantied Party as
provided in subsection 2.4D of the Credit Agreement.

         2.4 LIABILITY OF GUARANTORS ABSOLUTE. Each Guarantor agrees that its
obligations hereunder are irrevocable, absolute, independent and unconditional
and shall not be affected by any circumstance which constitutes a legal or
equitable discharge of a guarantor or surety other than payment in full of the
Guarantied Obligations. In furtherance of the foregoing and without limiting the
generality thereof, each Guarantor agrees as follows:

                  (a) This Guaranty is a guaranty of payment when due and not of
                  collectibility.

                  (b) Guarantied Party may enforce this Guaranty upon the
                  occurrence of an Event of Default notwithstanding the
                  existence of any dispute between


                                     XVI-4

<PAGE>

                  Company and any Beneficiary with respect to the existence of
                  such Event of Default.

                  (c) The obligations of each Guarantor hereunder are
                  independent of the obligations of Company under the Loan
                  Documents or the Interest Rate Agreements and the obligations
                  of any other guarantor (including any other Guarantor) of the
                  obligations of Company under the Loan Documents or the
                  Interest Rate Agreements, and a separate action or actions may
                  be brought and prosecuted against such Guarantor whether or
                  not any action is brought against Company or any of such other
                  guarantors and whether or not Company is joined in any such
                  action or actions.

                  (d) Payment by any Guarantor of a portion, but not all, of the
                  Guarantied Obligations shall in no way limit, affect, modify
                  or abridge any Guarantor's liability for any portion of the
                  Guarantied Obligations which has not been paid. Without
                  limiting the generality of the foregoing, if Guarantied Party
                  is awarded a judgment in any suit brought to enforce any
                  Guarantor's covenant to pay a portion of the Guarantied
                  Obligations, such judgment shall not be deemed to release such
                  Guarantor from its covenant to pay the portion of the
                  Guarantied Obligations that is not the subject of such suit,
                  and such judgment shall not, except to the extent satisfied by
                  such Guarantor, limit, affect, modify or abridge any other
                  Guarantor's liability hereunder in respect of the Guarantied
                  Obligations.

                  (e) Any Beneficiary, upon such terms as it deems appropriate,
                  without notice or demand and without affecting the validity or
                  enforceability of this Guaranty or giving rise to any
                  reduction, limitation, impairment, discharge or termination of
                  any Guarantor's liability hereunder, from time to time may (i)
                  renew, extend, accelerate, increase the rate of interest on,
                  or otherwise change the time, place, manner or terms of
                  payment of the Guarantied Obligations; (ii) settle,
                  compromise, release or discharge, or accept or refuse any
                  offer of performance with respect to, or substitutions for,
                  the Guarantied Obligations or any agreement relating thereto
                  and/or subordinate the payment of the same to the payment of
                  any other obligations; (iii) request and accept other
                  guaranties of the Guarantied Obligations and take and hold
                  security for the payment of this Guaranty or the Guarantied
                  Obligations; (iv) release, surrender, exchange, substitute,
                  compromise, settle, rescind, waive, alter, subordinate or
                  modify, with or without consideration, any security for
                  payment of the Guarantied Obligations, any other guaranties of
                  the Guarantied Obligations, or any other obligation of any
                  Person (including any other Guarantor) with respect to the
                  Guarantied Obligations; (v) enforce and apply any security now
                  or hereafter held by or for the benefit of such Beneficiary in
                  respect of this Guaranty or the Guarantied Obligations and
                  direct the order or manner of sale thereof, or exercise any
                  other right or remedy that such Beneficiary may have against
                  any such security, in each case as such Beneficiary in its
                  discretion may determine consistent with the Credit Agreement
                  or the applicable Interest Rate Agreement and any applicable
                  security agreement, including foreclosure on any such security
                  pursuant to one


                                     XVI-5

<PAGE>

                  or more judicial or nonjudicial sales, whether or not every
                  aspect of any such sale is commercially reasonable, and even
                  though such action operates to impair or extinguish any right
                  of reimbursement or subrogation or other right or remedy of
                  any Guarantor against Company or any security for the
                  Guarantied Obligations; and (vi) exercise any other rights
                  available to it under the Loan Documents or the Interest Rate
                  Agreements.

                  (f) This Guaranty and the obligations of Guarantors hereunder
                  shall be valid and enforceable and shall not be subject to any
                  reduction, limitation, impairment, discharge or termination
                  for any reason (other than payment in full of the Guarantied
                  Obligations), including the occurrence of any of the
                  following, whether or not any Guarantor shall have had notice
                  or knowledge of any of them: (i) any failure or omission to
                  assert or enforce or agreement or election not to assert or
                  enforce, or the stay or enjoining, by order of court, by
                  operation of law or otherwise, of the exercise or enforcement
                  of, any claim or demand or any right, power or remedy (whether
                  arising under the Loan Documents or the Interest Rate
                  Agreements, at law, in equity or otherwise) with respect to
                  the Guarantied Obligations or any agreement relating thereto,
                  or with respect to any other guaranty of or security for the
                  payment of the Guarantied Obligations; (ii) any rescission,
                  waiver, amendment or modification of, or any consent to
                  departure from, any of the terms or provisions (including
                  provisions relating to events of default) of the Credit
                  Agreement, any of the other Loan Documents, any of the
                  Interest Rate Agreements, or any agreement or instrument
                  executed pursuant thereto, or of any other guaranty or
                  security for the Guarantied Obligations, in each case whether
                  or not in accordance with the terms of the Credit Agreement,
                  such other Loan Document, such Interest Rate Agreement, or any
                  agreement relating to such other guaranty or security; (iii)
                  the Guarantied Obligations, or any agreement relating thereto,
                  at any time being found to be illegal, invalid or
                  unenforceable in any respect; (iv) the application of payments
                  received from any source (other than payments received
                  pursuant to the other Loan Documents or any of the Interest
                  Rate Agreements or from the proceeds of any security for the
                  Guarantied Obligations, except to the extent such security
                  also serves as collateral for indebtedness other than the
                  Guarantied Obligations) to the payment of indebtedness other
                  than the Guarantied Obligations, even though any Beneficiary
                  might have elected to apply such payment to any part or all of
                  the Guarantied Obligations; (v) any Beneficiary's consent to
                  the change, reorganization or termination of the corporate
                  structure or existence of Company or any of its Subsidiaries
                  and to any corresponding restructuring of the Guarantied
                  Obligations; (vi) any failure to perfect or continue
                  perfection of a security interest in any collateral which
                  secures any of the Guarantied Obligations; (vii) any defenses,
                  set-offs or counterclaims which Company or any Guarantor or
                  any other Person may allege or assert against any Beneficiary
                  in respect of the Guarantied Obligations, including failure of
                  consideration, breach of warranty, payment, statute of frauds,
                  statute of limitations, accord and satisfaction and usury; and
                  (viii) any other act or thing or omission, or delay to do any
                  other act or thing, which may or might in any


                                     XVI-6

<PAGE>

                  manner or to any extent vary the risk of any Guarantor as an
                  obligor in respect of the Guarantied Obligations.

         2.5 WAIVERS BY GUARANTORS. Each Guarantor hereby waives, for the
benefit of Beneficiaries:

                  (a) any right to require any Beneficiary, as a condition of
                  payment or performance by such Guarantor, to (i) proceed
                  against Company, any other guarantor (including any other
                  Guarantor) of the Guarantied Obligations or any other Person,
                  (ii) proceed against or exhaust any security held from
                  Company, any such other guarantor or any other Person, (iii)
                  proceed against or have resort to any balance of any deposit
                  account or credit on the books of any Beneficiary in favor of
                  Company or any other Person, or (iv) pursue any other remedy
                  in the power of any Beneficiary whatsoever;

                  (b) any defense arising by reason of the incapacity, lack of
                  authority or any disability or other defense of Company or any
                  Guarantor or any other Person (other than payment in full of
                  the Guarantied Obligations) including any defense based on or
                  arising out of the lack of validity or the unenforceability of
                  the Guarantied Obligations or any agreement or instrument
                  relating thereto or by reason of the cessation of the
                  liability of Company from any cause other than payment in full
                  of the Guarantied Obligations;

                  (c) any defense based upon any statute or rule of law which
                  provides that the obligation of a surety must be neither
                  larger in amount nor in other respects more burdensome than
                  that of the principal;

                  (d) any defense based upon any Beneficiary's errors or
                  omissions in the administration of the Guarantied Obligations,
                  except behavior which amounts to bad faith;

                  (e) (i) any principles or provisions of law, statutory or
                  otherwise, which are or might be in conflict with the terms of
                  this Guaranty and any legal or equitable discharge of such
                  Guarantor's obligations hereunder, (ii) the benefit of any
                  statute of limitations affecting such Guarantor's liability
                  hereunder or the enforcement hereof, (iii) any rights to
                  set-offs, recoupments and counterclaims, and (iv) promptness,
                  diligence and any requirement that any Beneficiary protect,
                  secure, perfect or insure any security interest or lien or any
                  property subject thereto;

                  (f) notices, demands, presentments, protests, notices of
                  protest, notices of dishonor and notices of any action or
                  inaction, including acceptance of this Guaranty, notices of
                  default under the Credit Agreement, the Interest Rate
                  Agreements or any agreement or instrument related thereto,
                  notices of any renewal, extension or modification of the
                  Guarantied Obligations or any agreement related thereto,
                  notices of any extension of credit to Company and notices of
                  any of the matters referred to in subsection 2.4 and any right
                  to consent to any thereof; and


                                     XVI-7

<PAGE>

                  (g) any defenses or benefits that may be derived from or
                  afforded by law which limit the liability of or exonerate
                  guarantors or sureties, or which may conflict with the terms
                  of this Guaranty.

         2.6 GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Until the
Guarantied Obligations shall have been paid in full and the Commitments shall
have terminated and all Letters of Credit shall have expired or been cancelled,
each Guarantor hereby waives any claim, right or remedy, direct or indirect,
that such Guarantor now has or may hereafter have against Company or any of its
assets in connection with this Guaranty or the performance by such Guarantor of
its obligations hereunder, in each case whether such claim, right or remedy
arises in equity, under contract, by statute, under common law or otherwise and
including (a) any right of subrogation, reimbursement or indemnification that
such Guarantor now has or may hereafter have against Company, (b) any right to
enforce, or to participate in, any claim, right or remedy that any Beneficiary
now has or may hereafter have against Company, and (c) any benefit of, and any
right to participate in, any collateral or security now or hereafter held by any
Beneficiary. In addition, until the Guarantied Obligations shall have been paid
in full and the Commitments shall have terminated and all Letters of Credit
shall have expired or been cancelled, each Guarantor shall withhold exercise of
any right of contribution such Guarantor may have against any other guarantor
(including any other Guarantor) of the Guarantied Obligations (including any
such right of contribution under subsection 2.2(b) or under a Related Guaranty
as contemplated by subsection 2.2(b)). Each Guarantor further agrees that, to
the extent the waiver or agreement to withhold the exercise of its rights of
subrogation, reimbursement, indemnification and contribution as set forth herein
is found by a court of competent jurisdiction to be void or voidable for any
reason, any rights of subrogation, reimbursement or indemnification such
Guarantor may have against Company or against any collateral or security, and
any rights of contribution such Guarantor may have against any such other
guarantor, shall be junior and subordinate to any rights any Beneficiary may
have against Company, to all right, title and interest any Beneficiary may have
in any such collateral or security, and to any right any Beneficiary may have
against such other guarantor. If any amount shall be paid to any Guarantor on
account of any such subrogation, reimbursement, indemnification or contribution
rights at any time when all Guarantied Obligations shall not have been paid in
full, such amount shall be held in trust for Guarantied Party on behalf of
Beneficiaries and shall forthwith be paid over to Guarantied Party for the
benefit of Beneficiaries to be credited and applied against the Guarantied
Obligations, whether matured or unmatured, in accordance with the terms hereof.

         2.7 EXPENSES. Guarantors jointly and severally agree to pay, or cause
to be paid, on demand, and to save Beneficiaries harmless against liability for,
any and all costs and expenses (including fees and disbursements of counsel and
allocated costs of internal counsel) incurred or expended by any Beneficiary in
connection with the enforcement of or preservation of any rights under this
Guaranty.

         2.8 CONTINUING GUARANTY. This Guaranty is a continuing guaranty and
shall remain in effect until all of the Guarantied Obligations shall have been
paid in full and the Commitments shall have terminated and all Letters of Credit
shall have expired or been cancelled. Each Guarantor hereby irrevocably waives
any right to revoke this Guaranty as to future transactions giving rise to any
Guarantied Obligations.


                                     XVI-8

<PAGE>

         2.9 AUTHORITY OF GUARANTORS OR COMPANY. It is not necessary for any
Beneficiary to inquire into the capacity or powers of any Guarantor or Company
or the officers, directors or any agents acting or purporting to act on behalf
of any of them.

         2.10 FINANCIAL CONDITION OF COMPANY. Any Loans may be granted to
Company or continued from time to time, and any Interest Rate Agreements may
be entered into from time to time, in each case without notice to or
authorization from any Guarantor regardless of the financial or other
condition of Company at the time of any such grant or continuation or at the
time such Interest Rate Agreement is entered into, as the case may be. No
Beneficiary shall have any obligation to disclose or discuss with any
Guarantor its assessment, or any Guarantor's assessment, of the financial
condition of Company. Each Guarantor has adequate means to obtain information
from Company on a continuing basis concerning the financial condition of
Company and its ability to perform its obligations under the Loan Documents
and the Interest Rate Agreements, and each Guarantor assumes the
responsibility for being and keeping informed of the financial condition of
Company and of all circumstances bearing upon the risk of nonpayment of the
Guarantied Obligations. Each Guarantor hereby waives and relinquishes any
duty on the part of any Beneficiary to disclose any matter, fact or thing
relating to the business, operations or conditions of Company now known or
hereafter known by any Beneficiary.

         2.11 RIGHTS CUMULATIVE. The rights, powers and remedies given to
Beneficiaries by this Guaranty are cumulative and shall be in addition to and
independent of all rights, powers and remedies given to Beneficiaries by
virtue of any statute or rule of law or in any of the other Loan Documents,
any of the Interest Rate Agreements or any agreement between any Guarantor
and any Beneficiary or Beneficiaries or between Company and any Beneficiary
or Beneficiaries. Any forbearance or failure to exercise, and any delay by
any Beneficiary in exercising, any right, power or remedy hereunder shall not
impair any such right, power or remedy or be construed to be a waiver
thereof, nor shall it preclude the further exercise of any such right, power
or remedy.

         2.12 BANKRUPTCY; POST-PETITION INTEREST; REINSTATEMENT OF GUARANTY.
(a) So long as any Guarantied Obligations remain outstanding, no Guarantor
shall, without the prior written consent of Guarantied Party acting pursuant
to the instructions of Requisite Obligees (as defined in subsection 3.14),
commence or join with any other Person in commencing any bankruptcy,
reorganization or insolvency proceedings of or against Company. The
obligations of Guarantors under this Guaranty shall not be reduced, limited,
impaired, discharged, deferred, suspended or terminated by any proceeding,
voluntary or involuntary, involving the bankruptcy, insolvency, receivership,
reorganization, liquidation or arrangement of Company or by any defense which
Company may have by reason of the order, decree or decision of any court or
administrative body resulting from any such proceeding.

                  (b) Each Guarantor acknowledges and agrees that any interest
on any portion of the Guarantied Obligations which accrues after the
commencement of any proceeding referred to in clause (a) above (or, if interest
on any portion of the Guarantied Obligations ceases to accrue by operation of
law by reason of the commencement of said proceeding, such interest as would
have accrued on such portion of the Guarantied Obligations if said proceedings
had not been commenced) shall be included in the Guarantied Obligations because
it is the intention of Guarantors and Beneficiaries that the Guarantied
Obligations which are guarantied by Guarantors pursuant to this Guaranty should
be determined without regard to any rule of law or order which may relieve
Company of any portion of such Guarantied Obligations. Guarantors will permit
any


                                     XVI-9

<PAGE>

trustee in bankruptcy, receiver, debtor in possession, assignee for the
benefit of creditors or similar person to pay Guarantied Party, or allow the
claim of Guarantied Party in respect of, any such interest accruing after the
date on which such proceeding is commenced.

                  (c) Notwithstanding anything herein to the contrary, in the
event that all or any portion of the Guarantied Obligations are paid by Company,
the obligations of Guarantors hereunder shall continue and remain in full force
and effect or be reinstated, as the case may be, in the event that all or any
part of such payment(s) are rescinded or recovered directly or indirectly from
any Beneficiary as a preference, fraudulent transfer or otherwise, and any such
payments which are so rescinded or recovered shall constitute Guarantied
Obligations for all purposes under this Guaranty.

         2.13 SET OFF. In addition to any other rights any Beneficiary may
have under law or in equity, if any amount shall at any time following the
occurrence and during the continuance of an Event of Default be due and owing
by any Guarantor to any Beneficiary under this Guaranty, such Beneficiary is
authorized at any time or from time to time, without notice (any such notice
being hereby expressly waived), to set off and to appropriate and to apply
any and all deposits (general or special, including indebtedness evidenced by
certificates of deposit, whether matured or unmatured) and any other
indebtedness of such Beneficiary owing to such Guarantor against and on
account of the Guarantied Obligations and liabilities of such Guarantor then
due and payable to any Beneficiary under this Guaranty.

         2.14 DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR. If (a) any or all
of the stock of any Guarantor or any of its successors in interest under this
Guaranty shall be sold or otherwise disposed of (including by merger or
consolidation) in an Asset Sale not prohibited by subsection 7.7 of the
Credit Agreement, in an asset disposition where the aggregate value of such
asset sold is equal to $500,000 or less or otherwise consented to by
Requisite Lenders such that such Guarantor is no longer a Subsidiary or (b)
if such Guarantor is designated as an Unrestricted Subsidiary pursuant to the
Credit Agreement, the Guaranty of such Guarantor or such successor in
interest, as the case may be, hereunder shall automatically be discharged and
released without any further action by any Beneficiary or any other Person
effective as of the time of such Asset Sale; PROVIDED that the applicable Net
Asset Sale Proceeds shall be applied as set forth in the Credit Agreement.

SECTION 3. MISCELLANEOUS

         3.1 SURVIVAL OF WARRANTIES. All agreements, representations and
warranties made herein shall survive the execution and delivery of this Guaranty
and the other Loan Documents and the Interest Rate Agreements and any increase
in the Commitments under the Credit Agreement.

         3.2 NOTICES. Any communications between Guarantied Party and any
Guarantor and any notices or requests provided herein to be given may be given
by mailing the same, postage prepaid, or by telex, facsimile transmission or
cable to each such party at its address set forth in the Credit Agreement, on
the signature pages hereof or to such other addresses as each such party may in
writing hereafter indicate. Any notice, request or demand to or upon Guarantied
Party or any Guarantor shall not be effective until received.


                                    XVI-10

<PAGE>

         3.3 SEVERABILITY. In case any provision in or obligation under this
Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

         3.4 AMENDMENTS AND WAIVERS. No amendment, modification, termination or
waiver of any provision of this Guaranty, and no consent to any departure by any
Guarantor therefrom, shall in any event be effective without the written
concurrence of Guarantied Party and, in the case of any such amendment or
modification, each Guarantor against whom enforcement of such amendment or
modification is sought. Any such waiver or consent shall be effective only in
the specific instance and for the specific purpose for which it was given.

         3.5 HEADINGS. Section and subsection headings in this Guaranty are
included herein for convenience of reference only and shall not constitute a
part of this Guaranty for any other purpose or be given any substantive effect.

         3.6 APPLICABLE LAW; RULES OF CONSTRUCTION. THIS GUARANTY AND THE RIGHTS
AND OBLIGATIONS OF GUARANTORS AND BENEFICIARIES HEREUNDER SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF
THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. The
rules of construction set forth in subsection 1.3 of the Credit Agreement shall
be applicable to this Guaranty MUTATIS MUTANDIS.

         3.7 SUCCESSORS AND ASSIGNS. This Guaranty is a continuing guaranty and
shall be binding upon each Guarantor and its respective successors and assigns.
This Guaranty shall inure to the benefit of Beneficiaries and their respective
successors and assigns. No Guarantor shall assign this Guaranty or any of the
rights or obligations of such Guarantor hereunder without the prior written
consent of all Lenders. Any Beneficiary may, without notice or consent, assign
its interest in this Guaranty in whole or in part. The terms and provisions of
this Guaranty shall inure to the benefit of any transferee or assignee of any
Loan, and in the event of such transfer or assignment the rights and privileges
herein conferred upon such Beneficiary shall automatically extend to and be
vested in such transferee or assignee, all subject to the terms and conditions
hereof.

         3.8 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST ANY GUARANTOR ARISING OUT OF OR RELATING TO THIS
GUARANTY, OR ANY OBLIGATIONS HEREUNDER, MAY BE BROUGHT IN ANY STATE OR FEDERAL
COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY
EXECUTING AND DELIVERING THIS GUARANTY, EACH GUARANTOR, FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, IRREVOCABLY

                  (I)      ACCEPTS GENERALLY AND UNCONDITIONALLY THE
                  NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS;

                  (II)     WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;


                                    XVI-11

<PAGE>

                  (III)    AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
                  PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR
                  CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO SUCH GUARANTOR AT
                  ITS ADDRESS PROVIDED IN ACCORDANCE WITH SUBSECTION 3.2;

                  (IV)     AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE
                  IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH
                  GUARANTOR IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND
                  OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY
                  RESPECT;

                  (V)      AGREES THAT BENEFICIARIES RETAIN THE RIGHT TO SERVE
                  PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING
                  PROCEEDINGS AGAINST SUCH GUARANTOR IN THE COURTS OF ANY OTHER
                  JURISDICTION; AND

                  (VI)     AGREES THAT THE PROVISIONS OF THIS SUBSECTION 3.8
                  RELATING TO JURISDICTION AND VENUE SHALL BE BINDING AND
                  ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK
                  GENERAL OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

         3.9 WAIVER OF TRIAL BY JURY. EACH GUARANTOR AND, BY ITS ACCEPTANCE OF
THE BENEFITS HEREOF, EACH BENEFICIARY EACH HEREBY WAIVES ITS RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF
THIS GUARANTY. The scope of this waiver is intended to be all encompassing of
any and all disputes that may be filed in any court and that relate to the
subject matter of this transaction, including contract claims, tort claims,
breach of duty claims and all other common law and statutory claims. Each
Guarantor and, by its acceptance of the benefits hereof, each Beneficiary, each
(i) acknowledges that this waiver is a material inducement for such Guarantor
and Beneficiaries to enter into a business relationship, that such Guarantor and
Beneficiaries have already relied on this waiver in entering into this Guaranty
or accepting the benefits thereof, as the case may be, and that each will
continue to rely on this waiver in their related future dealings and (ii)
further warrants and represents that each has reviewed this waiver with its
legal counsel, and that each knowingly and voluntarily waives its jury trial
rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SUBSECTION 3.9 AND EXECUTED
BY GUARANTIED PARTY AND EACH GUARANTOR), AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY.
In the event of litigation, this Guaranty may be filed as a written consent to a
trial by the court.

         3.10     NO OTHER WRITING. This writing is intended by Guarantors and
Beneficiaries as the final expression of this Guaranty and is also intended as a
complete and exclusive statement of the terms of their agreement with respect to
the matters covered hereby. No course of dealing,


                                    XVI-12

<PAGE>

course of performance or trade usage, and no parol evidence of any nature,
shall be used to supplement or modify any terms of this Guaranty. There are
no conditions to the full effectiveness of this Guaranty.

         3.11 FURTHER ASSURANCES. At any time or from time to time, upon the
request of Guarantied Party, Guarantors shall execute and deliver such
further documents and do such other acts and things as Guarantied Party may
reasonably request in order to effect fully the purposes of this Guaranty.

         3.12 ADDITIONAL GUARANTORS. The initial Guarantors hereunder shall
be such of the Subsidiaries of Company as are signatories hereto on the date
hereof. From time to time subsequent to the date hereof, additional
Subsidiaries of Company may become parties hereto, as additional Guarantors
(each an "ADDITIONAL GUARANTOR"), by executing a counterpart of this
Guaranty. Upon delivery of any such counterpart to Administrative Agent,
notice of which is hereby waived by Guarantors, each such Additional
Guarantor shall be a Guarantor and shall be as fully a party hereto as if
such Additional Guarantor were an original signatory hereof. Each Guarantor
expressly agrees that its obligations arising hereunder shall not be affected
or diminished by the addition or release of any other Guarantor hereunder,
nor by any election of Administrative Agent not to cause any Subsidiary of
Company to become an Additional Guarantor hereunder. This Guaranty shall be
fully effective as to any Guarantor that is or becomes a party hereto
regardless of whether any other Person becomes or fails to become or ceases
to be a Guarantor hereunder.

         3.13 COUNTERPARTS; EFFECTIVENESS. This Guaranty may be executed in
any number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original for all purposes; but all such counterparts together shall
constitute but one and the same instrument. This Guaranty shall become
effective as to a Guarantor upon the execution of a counterpart hereof by
such Guarantor (whether or not a counterpart hereof shall have been executed
by any other Guarantor) and receipt by Guarantied Party of written or
telephonic notification of such execution and authorization of delivery
thereof.

         3.14 GUARANTIED PARTY AS ADMINISTRATIVE AGENT.

                  (a) Guarantied Party has been appointed to act as Guarantied
Party hereunder by Lenders and, by their acceptance of the benefits hereof,
Lender Counterparties. Guarantied Party shall be obligated, and shall have the
right hereunder, to make demands, to give notices, to exercise or refrain from
exercising any rights, and to take or refrain from taking any action, solely in
accordance with this Guaranty and the Credit Agreement; PROVIDED that Guarantied
Party shall exercise, or refrain from exercising, any remedies hereunder in
accordance with the instructions of Requisite Lenders (Requisite Lenders being
referred to herein as "REQUISITE OBLIGEES"). In furtherance of the foregoing
provisions of this subsection 3.14, each Lender Counterparty by its acceptance
of the benefits hereof, agrees that it shall have no right individually to
enforce this Guaranty, it being understood and agreed by such Lender
Counterparty that all rights and remedies hereunder may be exercised solely by
Guarantied Party for the benefit of Beneficiaries in accordance with the terms
of this subsection 3.14.


                                     XVI-13

<PAGE>

                  (b) Guarantied Party shall at all times be the same Person
that is Administrative Agent under the Credit Agreement. Written notice of
resignation by Administrative Agent pursuant to subsection 9.5 of the Credit
Agreement shall also constitute notice of resignation as Guarantied Party under
this Guaranty; removal of Administrative Agent pursuant to subsection 9.5 of the
Credit Agreement shall also constitute removal as Guarantied Party under this
Guaranty; and appointment of a successor Administrative Agent pursuant to
subsection 9.5 of the Credit Agreement shall also constitute appointment of a
successor Guarantied Party under this Guaranty. Upon the acceptance of any
appointment as Administrative Agent under subsection 9.5 of the Credit Agreement
by a successor Administrative Agent, that successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring or removed Guarantied Party under this Guaranty, and
the retiring or removed Guarantied Party under this Guaranty shall promptly (i)
transfer to such successor Guarantied Party all sums held hereunder, together
with all records and other documents necessary or appropriate in connection with
the performance of the duties of the successor Guarantied Party under this
Guaranty, and (ii) take such other actions as may be necessary or appropriate in
connection with the assignment to such successor Guarantied Party of the rights
created hereunder, whereupon such retiring or removed Guarantied Party shall be
discharged from its duties and obligations under this Guaranty. After any
retiring or removed Guarantied Party's resignation or removal hereunder as
Guarantied Party, the provisions of this Guaranty shall inure to its benefit as
to any actions taken or omitted to be taken by it under this Guaranty while it
was Guarantied Party hereunder.



                  [Remainder of page intentionally left blank]


                                     XVI-14

<PAGE>

                  IN WITNESS WHEREOF, each of the undersigned Guarantors has
caused this Guaranty to be duly executed and delivered by its officer thereunto
duly authorized as of the date first written above.

                                        [NAME OF GUARANTOR]

                                        By ___________________________________

                                        Title ________________________________

                                        Address: _____________________________

                                                 _____________________________

                                                 _____________________________


                                        [NAME OF GUARANTOR]

                                        By ___________________________________

                                        Title ________________________________

                                        Address: _____________________________

                                                 _____________________________

                                                 _____________________________




                                     XVI-15

<PAGE>

                  IN WITNESS WHEREOF, the undersigned Additional Guarantor has
caused this Guaranty to be duly executed and delivered by its officer thereunto
duly authorized as of ______________, _____.




                                        ______________________________________
                                            (Name of Additional Guarantor)


                                        By ___________________________________

                                        Title ________________________________

                                        Address: _____________________________

                                                 _____________________________

                                                 _____________________________




                                     XVI-16

<PAGE>


                                 FIRST AMENDMENT

                            DATED AS OF MAY 11, 2000

                                       TO

                                CREDIT AGREEMENT

                          DATED AS OF NOVEMBER 2, 1999

                                      AMONG

                             ALLIANCE IMAGING, INC.,

                                  AS BORROWER,

                           THE LENDERS LISTED HEREIN,

                                   AS LENDERS,

                             BANKERS TRUST COMPANY,

                            AS ADMINISTRATIVE AGENT,

                           SALOMON SMITH BARNEY INC.,

                              AS SYNDICATION AGENT,

                                       AND

                         MORGAN GUARANTY TRUST COMPANY,

                             AS DOCUMENTATION AGENT


<PAGE>

                             ALLIANCE IMAGING, INC.
                                 FIRST AMENDMENT
                               TO CREDIT AGREEMENT

         This FIRST AMENDMENT TO CREDIT AGREEMENT is dated as of May 11, 2000
and entered into by and among Alliance Imaging, Inc., a Delaware corporation
("COMPANY"), the financial institutions listed on the signature pages hereof
("LENDERS"), Bankers Trust Company, as administrative agent for Lenders
("ADMINISTRATIVE AGENT"), Bankers Trust Company, as collateral agent
("COLLATERAL AGENT"), Salomon Smith Barney Inc., as Syndication Agent
("SYNDICATION AGENT"), Morgan Guaranty Trust Company, as Documentation Agent
("DOCUMENTATION AGENT"), and, for purposes of Section 4 hereof, the Credit
Support Parties (as defined in Section 4 hereof) listed on the signature pages
hereof, and is made with reference to that certain Credit Agreement, dated as of
November 2, 1999 (the "CREDIT AGREEMENT"), by and among Company, Lenders,
Administrative Agent, Syndication Agent and Documentation Agent. Capitalized
terms used herein without definition shall have the same meanings herein as set
forth in the Credit Agreement.


                                    RECITALS

         WHEREAS, Company and Lenders desire to amend the Credit Agreement as
set forth below.


         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:


         SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT

         1.1      AMENDMENTS TO SECTION 1: PROVISIONS RELATING TO DEFINED TERMS

         A. Subsection 1.1 of the Credit Agreement is hereby amended by adding
thereto the following definitions, which shall be inserted in proper
alphabetical order:

         "ADDITIONAL DEBT HOLDERS" has the meaning assigned to such term in the
Security Agreement or the Pledge Agreement, as the case may be.

         "COLLATERAL AGENT" means Bankers Trust Company, in its capacity as
Collateral Agent for the benefit of the Secured Parties under the Collateral
Documents (other than the Collateral Account Agreement) and shall include any
successor Collateral Agent.

         "FIRST AMENDMENT" means the First Amendment to the Credit Agreement,
dated as of May 11, 2000, by and among Company, certain Lenders, Collateral
Agent and Administrative Agent.


         "FIRST AMENDMENT EFFECTIVE DATE" means the date on which the First
Amendment became effective in accordance with its terms.

                                       1
<PAGE>

         "INTEREST RATE EXCHANGERS" has the meaning assigned to such term in the
Security Agreement or the Pledge Agreement, as the case may be.

         "IP COLLATERAL" means the intellectual property Collateral under the
Security Agreement.


         "PTO" means the United States Patent and Trademark Office or any
successor or substitute office in which filings are necessary or, in the opinion
of Collateral Agent, desirable in order to create or perfect Liens on any IP
Collateral.


         "SECURED OBLIGATIONS" has the meaning assigned to such term in the
Security Agreement or the Pledge Agreement, as the case may be, unless otherwise
expressly stated herein.


         "SECURED PARTIES" has the meaning assigned to such term in the Security
Agreement or the Pledge Agreement, as the case may be, unless otherwise
expressly stated herein.


         "SECURITY AGREEMENT" means the Security Agreement, dated as of the
First Amendment Effective Date, executed and delivered by Company and existing
Subsidiary Guarantors and to be executed and delivered by additional
Subsidiaries of Company from time to time thereafter in accordance with
subsection 6.7, substantially in the form of EXHIBIT XVIII hereto, as such
Security Agreement may thereafter be amended, supplemented or otherwise modified
from time to time.


         B. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Administrative Agent" therefrom in its entirety and
substituting the following therefor:

         "ADMINISTRATIVE AGENT" has the meaning assigned to such term in the
introduction to this Agreement and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.5A. In addition, for
purposes of Sections 9, 10.2, 10.3, 10.6, 10.7, 10.9 and 10.10, the reference to
"Administrative Agent" shall also be deemed to be a reference to "Collateral
Agent," and for purposes of other provisions of this Agreement relating to
Collateral Documents (other than the Collateral Account Agreement), the
Collateral covered thereby and the Liens granted thereon, the reference to
"Administrative Agent" shall be deemed to be a reference to "Collateral Agent,"
in each case as the context may appear.

         C. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Consolidated Interest Expense" therefrom in its
entirety and substituting the following therefor:

         "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for
any period, an amount equal to, without duplication, (i) total interest expense
(including that

                                       2
<PAGE>

portion attributable to Capital Leases in accordance with GAAP, capitalized
interest and any administrative agency or commitment or other similar fees
payable in respect of bank facilities) of such Person and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP, with respect to all
outstanding Indebtedness of such Person and its Subsidiaries, including all
commissions, discounts and other fees and charges owed with respect to letters
of credit and bankers' acceptance financings and net costs under Interest Rate
Agreements, but excluding, however, any amounts referred to in subsection 2.3
payable to Administrative Agent, Syndication Agent, Documentation Agent and
Lenders on or before the Closing Date minus (ii) total interest income of such
Person and its Subsidiaries, determined on a consolidated basis in accordance
with GAAP, but excluding, however, any interest income not received in Cash
during such period; provided, that, for purposes of subsections 7.6 and 7.7(ii)
only, Consolidated Interest Expense of Company and its Subsidiaries shall be
increased (if positive) or decreased (if negative) by the Net Interest
Adjustment.

         D. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Collateral Documents" therefrom in its entirety and
substituting the following therefor:

         "COLLATERAL DOCUMENTS" means the Pledge Agreement, the Collateral
Account Agreement, the Security Agreement and any security documents that may be
entered into from time to time after the Closing Date by any Subsidiary of
Company pursuant to subsection 6.7B.


         E. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "First Priority" therefrom in its entirety and
substituting the following therefor:

         "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien has priority over any other Lien on such Collateral and (ii) such Lien is
the only Lien (other than Permitted Encumbrances and Liens permitted pursuant to
subsection 7.2) to which such Collateral is subject.


         F. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Obligations" therefrom in its entirety and
substituting the following therefor:

         "OBLIGATIONS" means all monetary obligations of every nature of each
Loan Party from time to time owed to Administrative Agent, Collateral Agent,
Lenders or any of them under the Loan Documents, whether for principal,
interest, reimbursement of amounts drawn under Letters of Credit, fees,
expenses, indemnification or otherwise.


         G. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Pledge Agreement" therefrom in its entirety and
substituting the following therefor:

                                       3
<PAGE>

         "PLEDGE AGREEMENT" means the Amended and Restated Pledge Agreement,
dated as of the First Amendment Effective Date, executed and delivered by
Company, existing Subsidiary Guarantors (and by any additional Subsidiary
Guarantor from time to time thereafter in accordance with subsection 6.7), and
Collateral Agent, substantially in the form of EXHIBIT XV attached hereto, as
such Pledge Agreement may thereafter be amended, supplemented or otherwise
modified from time to time.


         1.2      AMENDMENTS TO SECTION 5: COMPANY'S REPRESENTATIONS AND
                  WARRANTIES

         A. Subsection 5.2B of the Credit Agreement is hereby amended by
deleting the phrase "on behalf of Lenders" from clause (iii) therefrom and
substituting therefor the words "on behalf of Secured Parties."

         B. Section 5 of the Credit Agreement is hereby amended by adding a new
subsection at the end thereof as follows:

         "5.13 MATTERS RELATING TO COLLATERAL.


         A. CREATION, PERFECTION AND PRIORITY OF LIENS. The execution and
delivery of the Collateral Documents by the Loan Parties, together with (i) the
actions taken on or prior to the date hereof pursuant to subsections 4.1G and
6.7 hereof and Section 2 of the First Amendment and (ii) the delivery to
Collateral Agent of any Pledged Collateral not delivered to Administrative Agent
or Collateral Agent at the time of execution and delivery of the applicable
Collateral Document (all of which Pledged Collateral has been so delivered and,
if such Pledged Collateral had been previously delivered to Administrative
Agent, such Pledged Collateral has been delivered by Administrative Agent to
Collateral Agent ) are effective to create in favor of Administrative Agent or
Collateral Agent, as the case may be, for the benefit of the appropriate Secured
Parties (as defined in such Collateral Document), as security for the respective
Secured Obligations (as defined in the applicable Collateral Document in respect
of any Collateral), a valid and perfected First Priority Lien on all of the
Collateral, and all filings and other actions necessary or desirable to perfect
and maintain the perfection and First Priority status of such Liens have been
duly made or taken and remain in full force and effect, other than the filing or
recording of any UCC financing statements or other Collateral Documents
delivered to Administrative Agent or Collateral Agent for filing or recordation
(but not yet filed or recorded ) and the periodic filing of UCC continuation
statements in respect of UCC financing statements filed by or on behalf of
Administrative Agent or Collateral Agent.


         B. GOVERNMENTAL AUTHORIZATIONS. No authorization, approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for either (i) the pledge or grant by any Loan Party
of the Liens purported to be created in favor of Administrative Agent or
Collateral Agent pursuant to any of the Collateral Documents or (ii) the
exercise by Administrative Agent or Collateral Agent of any rights or remedies
in respect of any Collateral (whether specifically granted or created pursuant
to any of the Collateral Documents or created or provided for by applicable
law), except for filings

                                       4
<PAGE>

or recordings contemplated by subsection 5.13A and except as may be required, in
connection with the disposition of any Pledged Collateral, by laws generally
affecting the offering and sale of securities.


         C. ABSENCE OF THIRD-PARTY FILINGS. Except such as may have been filed
in favor of Administrative Agent or Collateral Agent as contemplated by
subsection 5.13A and filings for Liens permitted hereunder, (i) no effective UCC
financing statement, fixture filing or other instrument similar in effect
covering all or any part of the Collateral is on file in any filing or recording
office (except as may have been filed (a) to secure Indebtedness which is no
longer outstanding and (b) with respect to commitments to lend which have been
terminated) and (ii) no effective filing covering all or any part of the IP
Collateral is on file in the PTO.


         D. MARGIN REGULATIONS. The pledge of the Pledged Collateral pursuant to
the Collateral Documents does not violate Regulation T, U or X of the Board of
Governors of the Federal Reserve System.


         E. INFORMATION REGARDING COLLATERAL. All information supplied to
Administrative Agent or Collateral Agent by or on behalf of any Loan Party with
respect to any of the Collateral (in each case taken as a whole with respect to
any particular Collateral) is accurate and complete in all material respects."


         1.3      AMENDMENTS TO SECTION 6: COMPANY'S AFFIRMATIVE COVENANTS

         A. Subsection 6.1 of the Credit Agreement is hereby amended by (i)
deleting the word "and" at the end of clause (xii) thereof, (ii) deleting the
period (".") at the end of clause (xiii) thereof and substituting therefor ";
and", and (iii) adding at the end thereof a new clause (xiv) as follows:

         "(xiv) INSURANCE: as soon as practicable and in any event by the last
day of each Fiscal Year, a report in form and substance reasonably satisfactory
to Collateral Agent outlining all material insurance coverage maintained as of
the date of such report by the Loan Parties and all material insurance coverage
planned to be maintained by the Loan Parties in the immediately succeeding
Fiscal Year."


         B. Subsection 6.4B of the Credit Agreement is hereby amended by
deleting it therefrom in its entirety and substituting the following therefor:

         "B. INSURANCE. Company will maintain or cause to be maintained, with
financially sound and reputable insurers (in the good faith judgment of
Company's management), such public liability insurance, third party property
damage insurance, business interruption insurance and casualty insurance with
respect to liabilities, losses or damage in respect of the assets, properties
and businesses of the Loan Parties as may customarily be carried or maintained
under similar circumstances by corporations of established reputation engaged in
similar businesses, in each case in such amounts (giving effect to
self-insurance),

                                       5
<PAGE>

with such deductibles, covering such risks and otherwise on such terms and
conditions as shall be customary for corporations similarly situated in the
industry. Each such policy of insurance shall (a) name Collateral Agent for the
benefit of Secured Parties as an additional insured thereunder as its interests
may appear and (b) in the case of each business interruption and casualty
insurance policy, contain a loss payable clause or endorsement, satisfactory in
form and substance to Collateral Agent, that names Collateral Agent for the
benefit of Secured Parties as the loss payee thereunder for any covered loss and
provides for at least 30 days prior written notice to Collateral Agent of any
modification or cancellation of such policy."


         C. Subsection 6.7 of the Credit Agreement is hereby amended by deleting
it therefrom in its entirety and substituting the following therefor:

              "6.7  EXECUTION OF SUBSIDIARY GUARANTY BY FUTURE DOMESTIC
         SUBSIDIARIES; PLEDGE OF STOCK OF FUTURE DIRECT SUBSIDIARIES; RATABLE
         CREDIT SUPPORT.

         A. In the event that any Person (other than a Restricted Acquisition
Subsidiary or, subject to subsection 6.7B, a Subsidiary that has incurred
Indebtedness permitted under subsection 7.1(x)(b)) becomes a Domestic Subsidiary
after the date hereof and such Domestic Subsidiary is a Pledged Subsidiary
(each, a "NEW DOMESTIC SUBSIDIARY"), Company will promptly notify Administrative
Agent and Collateral Agent of such fact and cause such New Domestic Subsidiary
to (i) execute and deliver to Administrative Agent and Collateral Agent a
counterpart of the Subsidiary Guaranty, the Pledge Agreement and the Security
Agreement, (ii) cause the capital stock owned by such New Domestic Subsidiary of
any direct Domestic Subsidiary (which is a Pledged Subsidiary) or direct
Material Foreign Subsidiary of such New Domestic Subsidiary (or, if such New
Domestic Subsidiary owns 65% or more of any such direct Material Foreign
Subsidiary, 65% of the capital stock of such direct Material Foreign Subsidiary)
to be pledged under the Pledge Agreement and, in the case of any such direct
Material Foreign Subsidiary, also under any pledge agreements or instruments
that Collateral Agent deems necessary or advisable, or that Collateral Agent may
reasonably request, pursuant to the terms of the Pledge Agreement to effectuate
such pledge in the jurisdiction in which such Material Foreign Subsidiary is
organized, and (iii) take all such further actions and execute all such further
documents and instruments (including actions, documents and instruments
comparable to those described in Subsection 2.B of the First Amendment) as may
be necessary or, in the opinion of Collateral Agent, desirable to create in
favor of Collateral Agent, for the benefit of Secured Parties, a valid and
perfected First Priority Lien on all of the personal and mixed property assets
of such Subsidiary described in the applicable forms of Collateral Documents. In
the event that any Person (other than a Restricted Acquisition Subsidiary or,
subject to subsection 6.7B, a Subsidiary the capital stock of which is pledged
pursuant to subsection 7.2(vi)(b)) becomes a direct Domestic Subsidiary (which
is a Pledged Subsidiary) of a direct Material Foreign Subsidiary after the date
hereof, Company will promptly notify Collateral Agent of that fact and cause the
capital stock owned by Company of such direct Domestic Subsidiary or such direct
Material Foreign Subsidiary (or, if Company owns 65% or more of any such direct
Material Foreign Subsidiary, 65% of the capital stock of such direct Material
Foreign

                                       6
<PAGE>

Subsidiary) to be pledged under the Pledge Agreement and, in the case of any
such direct Material Foreign Subsidiary, also under any pledge agreements or
instruments that Collateral Agent deems necessary or advisable, or that
Collateral Agent may reasonably request, pursuant to the terms of the Pledge
Agreement to effectuate such pledge in the jurisdiction in which such Material
Foreign Subsidiary is organized.

         B. In the event that any Subsidiary of Company has incurred or
guaranteed any Indebtedness pursuant to subsection 7.1(x) in an aggregate
principal amount exceeding $50,000,000 or has granted any security interests as
collateral therefor, such Subsidiary shall (i) guaranty the Obligations
hereunder and under the other Loan Documents on a PARI PASSU basis with its
guaranty, if any, of any portion of such Indebtedness exceeding $50,000,000, and
(ii) grant Liens on such assets securing the Obligations on an equal and ratable
basis with the security for such Indebtedness pursuant to documentation
reasonably satisfactory to Collateral Agent and Requisite Lenders, and (iii)
execute and deliver to Collateral Agent all such documents and instruments as
may be necessary or, in the opinion of Collateral Agent, desirable, in order to
more fully evidence, perfect or protect such security interest."

         D. Subsection 6.13 of the Credit Agreement is hereby amended by
deleting it therefrom in its entirety.

         1.4      AMENDMENTS TO SECTION 7: COMPANY'S NEGATIVE COVENANTS

         A. Subsection 7.1(xi) of the Credit Agreement is hereby amended by (i)
deleting the cross-reference on the third line thereof to clause (xi) and
substituting therefor the cross-reference to clause (xii), and (ii) deleting the
word "above" from the third line thereof.

         B. Subsection 7.2 of the Credit Agreement is hereby amended by deleting
it therefrom in its entirety and substituting the following therefor:

         "7.2     LIENS AND RELATED MATTERS.


         A. Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or permit to exist any Lien on or
with respect to any property or asset of any kind (including any document or
instrument in respect of goods or accounts receivable) of Company or any of its
Subsidiaries, whether now owned or hereafter acquired, except:

         (i)      Permitted Encumbrances;

         (ii)     Liens existing on the Closing Date securing Indebtedness
listed on Schedule 7.1;

         (iii)    Liens granted pursuant to the Collateral Documents;

                                       7
<PAGE>

         (iv)     Liens placed on property, plant or equipment used in the
ordinary course of business of Company or any of its Subsidiaries to secure
Indebtedness incurred to pay all or a portion of the purchase price thereof;
PROVIDED that (a) the Lien encumbering such property, plant or equipment does
not encumber any other asset of Company or any of its Subsidiaries and (b) the
Indebtedness secured thereby is permitted under subsection 7.1(vii);

         (v)      (a) Liens encumbering assets of a Restricted Acquisition
Subsidiary that are granted to secure Indebtedness permitted under subsection
7.1(ix) at the time such Indebtedness is assumed by such Restricted Acquisition
Subsidiary; PROVIDED that such Liens are not granted in contemplation of the
Acquisition pursuant to which such Person becomes a Subsidiary of Company, and
(b) Liens encumbering the capital stock and assets of a Restricted Acquisition
Subsidiary that are granted to secure Indebtedness permitted under subsection
7.1(ix)(b);

         (vi)     (a) Liens encumbering assets of a Subsidiary of Company that
are granted to secure Indebtedness permitted under subsection 7.1(x)(a) at the
time such Indebtedness is originally incurred and (b) Liens encumbering the
capital stock and assets of a Subsidiary of Company that are granted to secure
Indebtedness permitted under subsection 7.1(x)(b); PROVIDED that the aggregate
outstanding principal amount of Indebtedness secured by all Liens permitted
pursuant to this subsection 7.2(vi) shall at no time exceed $50,000,000, except
to the extent that such Subsidiary has granted a Lien on the assets securing any
portion of such Indebtedness in excess of $50,000,000 on an equal and ratable
basis to Collateral Agent on behalf of Secured Parties to secure the Secured
Obligations in accordance with the provisions of subsection 6.7B;

         (vii)    Liens encumbering (a) Indebtedness permitted under subsection
7.1(viii) and 7.1(xii), (b) Guarantee Obligations of Subsidiaries of Company
permitted under (I) subsection 7.4(v) in respect of Indebtedness permitted under
subsection 7.1(viii) and 7.1(xii) and (II) subsection 7.4(ix), (c) Indebtedness
corresponding to the Guarantee Obligations referred to in clause (b) above
arising from the extinguishment of such Guarantee Obligations, and (d)
refinancing Indebtedness permitted under subsection 7.1(xi) with respect to (I)
Indebtedness permitted under subsections 7.1(viii) and 7.1(xii) and (II)
Indebtedness referred to in clause (c) above; PROVIDED that the Liens securing
such Indebtedness or Guarantee Obligations, as the case may be, shall be granted
on an equal and ratable basis with the Liens granted by the appropriate Loan
Parties for the benefit of the Lenders and Interest Rate Exchangers; and
PROVIDED, FURTHER, the Liens permitted under this clause (vii) shall be effected
only pursuant to an amendment or a supplement to the Pledge Agreement and the
Security Agreement in form and substance reasonably satisfactory to Collateral
Agent in accordance with the provisions of the Pledge Agreement and the Security
Agreement; and

         (viii)   Other Liens securing Indebtedness in an aggregate amount not
to exceed $15,000,000 at any time outstanding.

         B. EQUITABLE LIEN IN FAVOR OF LENDERS. If Company or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of subsection 7.2A, it shall make or cause to be made effective
provisions whereby the Obligations will be

                                       8
<PAGE>

secured by such Lien equally and ratably with any and all other Indebtedness
secured thereby as long as any such Indebtedness shall be so secured; PROVIDED
that, notwithstanding the foregoing, this covenant shall not be construed as a
consent by Requisite Lenders to the creation or assumption of any such Lien not
permitted by the provisions of subsection 7.2A.

         C. NO FURTHER NEGATIVE PLEDGES. Except with respect to specific
property encumbered to secure payment of particular Indebtedness or to be sold
pursuant to an executed agreement with respect to an Asset Sale, provisions in
leases prohibiting assignment or encumbrance of the applicable leasehold
interest and agreements granting liens permitted by the Credit Agreement,
neither Company nor any of its Subsidiaries shall enter into any agreement
(other than any agreement prohibiting only the creation of Liens securing
Subordinated Indebtedness) prohibiting the creation or assumption of any Lien
upon any of its properties or assets, whether now owned or hereafter acquired.

         D. NO RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS TO COMPANY OR OTHER
SUBSIDIARIES. Except as provided herein, Company will not, and will not permit
any of its Subsidiaries to, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction of any kind on the
ability of any such Subsidiary to (i) pay dividends or make any other
distributions on any of such Subsidiary's capital stock owned by Company or any
other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed by such
Subsidiary to Company or any other Subsidiary of Company, (iii) make loans or
advances to Company or any other Subsidiary of Company, or (iv) transfer any of
its property or assets to Company or any other Subsidiary of Company."

         C. Subsection 7.3 of the Credit Agreement is hereby amended by (i)
deleting the period (".") at the end of paragraph (vi) thereof and substituting
therefor ";"and (ii) adding at the end of paragraph (vi) thereof a new clause as
follows:

         "PROVIDED FURTHER, that for purposes of this subsection 7.3(vi) only,
"Investment" shall include any investments the Company or any of its
Subsidiaries may make in a Subsidiary."

         D. Subsection 7.7(ii) of the Credit Agreement is hereby amended by
deleting the reference to "subsection 6.13" from the second line thereof and
substituting therefor a reference to "subsection 6.7".

         1.5      AMENDMENTS TO SECTION 9: ADMINISTRATIVE AGENT.

         A. Section 9.2C of the Credit Agreement is hereby amended by deleting
it therefrom in its entirety and substituting the following therefor:

         "C. EXCULPATORY PROVISIONS. Neither Administrative Agent nor any of its
officers, directors, employees or agents shall be liable to Lenders for any
action taken or omitted by Administrative Agent under or in connection with any
of the Loan Documents except to the extent caused by Administrative Agent's
gross negligence or willful misconduct. Administrative Agent shall be entitled
to refrain from any act or the taking of any action (including the failure to
take an action) in connection with this Agreement or any of the other Loan
Documents or from the exercise of any power, discretion or authority

                                       9
<PAGE>

vested in it hereunder or thereunder unless and until Administrative Agent shall
have received instructions in respect thereof from Requisite Lenders (or such
other Lenders as may be required to give such instructions under subsection
10.6) and, if any, from such other Persons in accordance with the provisions of
the applicable Collateral Document and, upon receipt of such instructions from
the Persons entitled to provide instructions to Administrative Agent,
Administrative Agent shall be entitled to act or (where so instructed) refrain
from acting, or to exercise such power, discretion or authority, in accordance
with such instructions. Without prejudice to the generality of the foregoing,
(i) Administrative Agent shall be entitled to rely, and shall be fully protected
in relying, upon any communication, instrument or document believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and shall be entitled to rely and shall be protected in relying on
opinions and judgments of attorneys (who may be attorneys for Company and its
Subsidiaries), accountants, experts and other professional advisors selected by
it; and (ii) no Lender shall have any right of action whatsoever against
Administrative Agent as a result of Administrative Agent acting or (where so
instructed) refraining from acting under this Agreement or any of the other Loan
Documents in accordance with the instructions of such Persons entitled to
provide instructions to Administrative Agent in accordance with this Agreement
and other Loan Documents."

         B. Subsection 9.6 of the Credit Agreement is hereby amended by deleting
it therefrom in its entirety and substituting the following therefor:

         "9.6 COLLATERAL DOCUMENTS AND GUARANTIES.

         Each Lender hereby further authorizes Administrative Agent, on behalf
of and for the benefit of Lenders, to enter into each Collateral Document as
secured party or collateral agent and to be the agent for and representative of
Lenders under the Guaranties, and each Lender agrees to be bound by the terms of
each Collateral Document and each Guaranty; PROVIDED that Administrative Agent
shall not (i) enter into or consent to any material amendment, modification,
termination or waiver of any provision contained in any Collateral Document or
the Guaranties or (ii) release any Collateral (except as otherwise expressly
permitted or required pursuant to the terms of this Agreement or the applicable
Collateral Document), in each case without the prior consent of Requisite
Lenders (or such other Lenders as may be required to give such instructions
under subsection 10.6); PROVIDED FURTHER, HOWEVER, that, without further written
consent or authorization from Lenders, Administrative Agent may execute any
documents or instruments (including, without limitation, any amendment or
supplement to the applicable Collateral Document) necessary to (a) release any
Lien encumbering any item of Collateral that is the subject of a sale or other
disposition of assets permitted by this Agreement or to which Requisite Lenders
have otherwise consented, (b) release any Subsidiary from its Guaranty if all of
the capital stock of such Subsidiary is sold to any Person (other than an
Affiliate of Company) pursuant to a sale or other disposition permitted
hereunder or to which Requisite Lenders have otherwise consented, or (c) provide
security for the Additional Debt Holders as permitted under subsection 7.2(vii),
to establish the relative rights of the Secured Parties in the Collateral, and
provide for other matters relating thereto. Anything contained in any of the
Loan Documents to the contrary notwithstanding, Company, Administrative Agent
and each Lender hereby agree that (X) no Lender shall have any right
individually to realize upon any of the

                                       10
<PAGE>

Collateral under any Collateral Document or to enforce the Guaranties, it being
understood and agreed that all powers, rights and remedies under the Collateral
Documents and the Guaranties may be exercised solely by Administrative Agent for
the benefit of Lenders in accordance with the terms thereof, and (Y) in the
event of a foreclosure by Administrative Agent on any of the Collateral pursuant
to a public or private sale, Administrative Agent or any Lender may be the
purchaser of any or all of such Collateral at any such sale and Administrative
Agent, as agent for and representative of Lenders (but not any Lender or Lenders
in its or their respective individual capacities unless Requisite Lenders shall
otherwise agree in writing) shall be entitled, for the purpose of bidding and
making settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such public sale, to use and apply any of the Obligations
as a credit on account of the purchase price for any collateral payable by
Administrative Agent at such sale."


         1.6      MODIFICATION OF SCHEDULES

         A. ANNEX A: SUBSIDIARIES. SCHEDULE 5.1 to the Credit Agreement is
hereby amended by adding thereto the information contained in ANNEX A to this
Amendment.

         1.7      SUBSTITUTION AND ADDITION OF EXHIBITS

         A. EXHIBIT XV: FORM OF PLEDGE AGREEMENT. EXHIBIT XV to the Credit
Agreement is hereby amended by deleting said EXHIBIT XV in its entirety and
substituting in place thereof a new EXHIBIT XV in the form of ANNEX B to this
Amendment.

         B. EXHIBIT XVIII: FORM OF SECURITY AGREEMENT. The Credit Agreement is
hereby amended by adding thereto a new EXHIBIT XVIII in the form of ANNEX C to
this Amendment.

         1.8      COLLATERAL AGENT AS PARTY TO THE CREDIT AGREEMENT.

         Each of Company, Administrative Lender, Collateral Agent and Lenders
hereby agree that Bankers Trust Company, upon its execution of this Amendment
as Collateral Agent, shall become a party to the Credit Agreement as of the
date hereof.

         SECTION 2. CONDITIONS TO EFFECTIVENESS

         Section 1 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent and the satisfaction
of the conditions set forth in subsection 5.E hereof (the date of satisfaction
of such conditions and being referred to herein as the "FIRST AMENDMENT
EFFECTIVE DATE"):

         A. ORGANIZATIONAL DOCUMENTS. On or before the First Amendment Effective
Date, Company shall, and shall cause each other Loan Party to, deliver to
Lenders (or to Administrative Agent for Lenders with sufficient originally
executed copies, where appropriate, for each Lender and its counsel) the
following, each, unless otherwise noted, dated the First Amendment Effective
Date:

                                       11
<PAGE>

         1.       For each new Person formed by the Company or any of its
Subsidiaries after November 2, 1999, certified copies of the Certificate or
Articles of Incorporation or other appropriate organizational documents of such
Person, together with a good standing certificate from the Secretary of State of
the State of its jurisdiction of incorporation or formation, and each other
state in which such Person is qualified as a foreign corporation, partnership or
limited liability company to conduct business and, to the extent generally
available, a certificate or other evidence of good standing as to payment of any
applicable franchise or similar taxes from the appropriate taxing authority of
each of such jurisdictions, each dated a recent date prior to the First
Amendment Effective Date;

         2.       For each new Person formed by the Company or any of its
Subsidiaries after November 2, 1999, copies of its Bylaws or similar
organizational documents of such Person, certified as of the First Amendment
Effective Date by its corporate secretary or an assistant secretary or manager
or managing member;

         3.       (a) For the Company, an electronic bring-down evidencing good
standing in the Company's jurisdiction of incorporation and each other state in
which the Company is qualified as a foreign corporation to conduct business,
unless the Company is unable to obtain such evidence of good-standing due to a
nonmaterial issue that it is actively attempting to resolve and that does not
adversely affect its ability to conduct business in such state, and provided
that the Company does furnish such evidence of good standing when it becomes
available, (b) for the Company and each Person existing before November 2, 1999,
a certificate of a secretary, assistant secretary, manager or managing member of
such Person, dated a recent date prior to the date hereof, stating (i) that the
Certificate or Articles of Incorporation or operating agreement and the Bylaws
or similar organizational documents, as the case may be, of such Person have not
been amended, modified or supplemented since November 1, 1999 and (ii) that each
such Person is in good standing in its jurisdiction of incorporation or
formation and each other state in which such Person is qualified as a foreign
corporation, partnership or limited liability company to conduct business.

         4.       Resolutions of its Board of Directors (if any) of such Person
approving and authorizing the execution, delivery, and performance of this
Amendment, the amended and restated pledge agreement in the form of ANNEX B to
this Amendment (the "AMENDED AND RESTATED PLEDGE AGREEMENT") and the security
agreement in the form of ANNEX C to this Amendment (the "SECURITY AGREEMENT"),
certified as of the First Amendment Effective Date by its corporate secretary or
an assistant secretary or manager or managing member as being in full force and
effect without modification or amendment;

         5.       Signature and incumbency certificates of its officers,
managers or members of such Person executing this Amendment, the Amended and
Restated Pledge Agreement and the Security Agreement; and

         6.       Executed copies of this Amendment, the Amended and Restated
Pledge Agreement and the Security Agreement.

                                       12
<PAGE>

         B. SECURITY INTERESTS IN COLLATERAL. Collateral Agent shall have
received evidence satisfactory to it that each Loan Party shall have taken or
caused to be taken all such actions, executed and delivered or caused to be
executed and delivered all such agreements, documents and instruments, and made
or caused to be made all such filings and recordings (other than the filing or
recording of items described in clauses (iii) and (iv) below) that may be
necessary or, in the opinion of Collateral Agent, desirable in order to create
in favor of Collateral Agent, for the benefit of Secured Parties, a valid and
(upon such filing and recording) perfected First Priority security interest in
the entire personal and mixed property Collateral. Such actions shall include
the following:

         (i)      SCHEDULES TO AMENDED AND RESTATED PLEDGE AGREEMENT AND
SECURITY AGREEMENT. Delivery to Collateral Agent of accurate and complete
schedules to the Amended and Restated Pledge Agreement and the Security
Agreement;

         (ii)     STOCK CERTIFICATES AND INSTRUMENTS. If not previously
delivered to Collateral Agent, delivery of (a) certificates (which certificates
shall be accompanied by irrevocable undated stock powers, duly endorsed in blank
and otherwise satisfactory in form and substance to Collateral Agent)
representing all capital stock pledged pursuant to the Amended and Restated
Pledge Agreement and (b) all promissory notes or other instruments (duly
endorsed, where appropriate, in a manner satisfactory to Collateral Agent)
evidencing any Collateral;

         (iii)    UCC FINANCING STATEMENTS AND FIXTURE FILINGS. Delivery to
Collateral Agent of UCC financing statements and, where appropriate, amendments
to UCC financing statements previously filed, and fixture filings, in each case
duly executed by each applicable Loan Party with respect to all personal and
mixed property Collateral of such Loan Party, for filing in all jurisdictions as
may be necessary or, in the opinion of Collateral Agent, desirable to perfect or
continue the perfection of the security interests created in such Collateral
pursuant to the Collateral Documents;

         (iv)     PTO COVER SHEETS, ETC. Delivery to Collateral Agent of all
cover sheets or other documents or instruments, if any, required to be filed
with the PTO in order to create or perfect Liens in respect of any IP
Collateral;

         (v)      CERTIFICATES OF TITLE IN HEALTHCARE UNITS. Delivery to
Collateral Agent of copies of all certificates of title with respect to all
owned motor vehicles and other rolling stock of Loan Parties, including, without
limitation, all Healthcare Units (as defined in the Security Agreement)
evidencing the taking of all actions necessary to cause Collateral Agent to be
noted as lienholder thereon or otherwise necessary to perfect the First Priority
Lien granted to Collateral Agent on behalf of Secured Parties in such motor
vehicles and other rolling stock; and

         C. EVIDENCE OF INSURANCE. Collateral Agent shall have received a
certificate from Company's insurance broker or other evidence satisfactory in
form and substance to it outlining all material insurance coverage maintained by
Loan Parties, including without limitation directors and officers insurance
coverages and all insurance required to be maintained pursuant to subsection 6.4
of the Amended Agreement (as defined in Section 1.3

                                       13
<PAGE>

hereof). Collateral Agent on behalf of Lenders shall have been named as
additional insured and/or loss payee thereunder to the extent required under
subsection 6.4 of the Amended Agreement.

         D. OPINION OF COUNSEL. Lenders and their respective counsel shall have
received originally executed copies of one or more favorable written opinions of
Latham & Watkins, special counsel for Loan Parties, and Russell D. Phillips,
Jr., Esq., General Counsel for the Loan Parties, in form and substance
reasonably satisfactory to Administrative Agent or Collateral Agent and their
counsel, dated as of the First Amendment Effective Date, with respect to the
enforceability of the Amended Agreement, security interests of Collateral Agent
in the Collateral pursuant to the Amended and Restated Pledge Agreement and the
Security Agreement, and as to such other matters as Collateral Agent or
Administrative Agent acting on behalf of Lenders may reasonably request.

         E. COMPLETION OF PROCEEDINGS. On or before the First Amendment
Effective Date, all corporate and other proceedings taken or to be taken in
connection with the transactions contemplated hereby and all documents
incidental thereto not previously found acceptable by Administrative Agent,
acting on behalf of Lenders, and its counsel shall be satisfactory in form and
substance to Administrative Agent and such counsel, and Administrative Agent and
such counsel shall have received all such counterpart originals or certified
copies of such documents as Administrative Agent may reasonably request.

         SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES

         In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, Company represents and
warrants to each Lender that the following statements are true, correct and
complete:


         A. CORPORATE POWER AND AUTHORITY. Each Loan Party has all requisite
corporate, limited partnership or limited liability company power and authority
to enter into this Amendment, the Amended and Restated Pledge Agreement and the
Security Agreement and to carry out the transactions contemplated by, and
perform its obligations under, the Credit Agreement as amended by this Amendment
(the "AMENDED AGREEMENT"), the Amended and Restated Pledge Agreement and the
Security Agreement.

         B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment, the Amended and Restated Pledge Agreement and the Security Agreement
and the performance of the Amended Agreement, the Amended and Restated Pledge
Agreement and the Security Agreement have been duly authorized by all necessary
corporate, limited partnership or limited liability company action on the part
of each Loan Party, as the case may be.

         C. NO CONFLICT. The execution and delivery by each Loan Party of this
Amendment, the Amended and Restated Pledge Agreement and the Security Agreement
do not and will not (i) violate any provision of any law or any governmental
rule or regulation applicable to such Loan Party, the Certificate or Articles of
Incorporation or other

                                       14
<PAGE>

organizational documents or Bylaws of such Loan Party or any order, judgment or
decree of any court or other agency of government binding on such Loan Party,
(ii) conflict with, result in a breach of or constitute (with due notice or
lapse of time or both) a default under any Contractual Obligation of such Loan
Party, (iii) result in or require the creation or imposition of any Lien upon
any of the properties or assets of such Loan Party (other than Liens created
under any of the Loan Documents in favor of Administrative Agent on behalf of
Lenders), or (iv) require any approval of stockholders or any approval or
consent of any Person under any Contractual Obligation of such Loan Party,
except for such approvals or consents which have been obtained on or before the
First Amendment Effective Date and disclosed in writing to Lenders.

         D. GOVERNMENTAL CONSENTS. The execution and delivery by each Loan Party
of this Amendment, the Amended and Restated Pledge Agreement and the Security
Agreement and the performance by such Loan Party of the Amended Agreement, the
Amended and Restated Pledge Agreement and the Security Agreement do not and will
not require any registration with, consent or approval of, or notice to, or
other action to, with or by, any federal, state or other governmental authority
or regulatory body, other than UCC filings and securities law filings in
connection with a sale of any Collateral.

         E. BINDING OBLIGATION. This Amendment and the Amended Agreement, the
Amended and Restated Pledge Agreement and the Security Agreement have been duly
executed and delivered by each Loan Party party thereto and are the legally
valid and binding obligations of such Loan Party, enforceable against such Loan
Party in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles relating to
enforceability.

         F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Amended Agreement are and will be true, correct and complete in all material
respects on and as of the First Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.

         G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.

         SECTION 4. ACKNOWLEDGEMENT AND CONSENT

         Company is a party to the Collateral Account Agreement, as amended
through the date hereof, pursuant to which Company has created Liens in favor of
Administrative Agent on a certain deposit account of Company upon the occurrence
of an event stated therein. On the date hereof, Company will be a party to the
Amended and Restated Pledge Agreement pursuant to which Company will affirm,
among other things, the pledge to Collateral Agent for the benefit of Secured
Parties of certain capital stock and intercompany

                                       15
<PAGE>

indebtedness owned by it to secure the Secured Obligations. On the date hereof,
Company will be a party to the Security Agreement pursuant to which Company will
grant Liens in favor of Collateral Agent on certain Collateral to secure the
Secured Obligations.


         Each Subsidiary Guarantor is a party to the Subsidiary Guaranty
pursuant to which such Subsidiary Guarantor has guarantied the Obligations. On
the date hereof, each Subsidiary Guarantor will be a party to the Amended and
Restated Pledge Agreement pursuant to which such Subsidiary Guarantor will
affirm, among other things, the pledge to Collateral Agent for the benefit of
Secured Parties of certain capital stock and intercompany indebtedness owned by
it to secure the obligations of such Subsidiary Guarantor under the Subsidiary
Guaranty and Additional Debt (as defined in the Security Agreement). On the date
hereof, each Subsidiary Guarantor will be a party to the Security Agreement
pursuant to which such Subsidiary Guarantor will grant Liens in favor of
Collateral Agent on certain Collateral to secure the obligations of such
Subsidiary Guarantor under the Subsidiary Guaranty and Additional Debt (as
defined in the Security Agreement). Company and the Subsidiary Guarantors are
collectively referred to herein as the "CREDIT SUPPORT PARTIES", and the
Collateral Account Agreement, the Amended and Restated Pledge Agreement and the
Security Agreement are collectively referred to herein as the "CREDIT SUPPORT
DOCUMENTS."


         Each Credit Support Party hereby acknowledges that it has reviewed the
terms and provisions of the Credit Agreement and this Amendment and consents to
the amendment of the Credit Agreement effected pursuant to this Amendment. Each
Credit Support Party hereby confirms that each Credit Support Document to which
it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guaranty or secure, as the case may be, to the fullest extent
possible the payment and performance of all Secured Obligations, as the case may
be (in each case as such terms are defined in the applicable Credit Support
Document), including without limitation the payment and performance of all such
Secured Obligations, as the case may be, in respect of the Obligations of
Company now or hereafter existing under or in respect of the Amended Agreement
and the Notes defined therein. Each Credit Support Party acknowledges and agrees
that any of the Credit Support Documents to which it is a party or otherwise
bound shall continue in full force and effect and that all of its obligations
thereunder shall be valid and enforceable and shall not be impaired or limited
by the execution or effectiveness of this Amendment. Each Credit Support Party
represents and warrants that all representations and warranties contained in the
Amended Agreement and the Credit Support Documents to which it is a party or
otherwise bound are true, correct and complete in all material respects on and
as of the date hereof to the same extent as though made on and as of that date,
except to the extent such representations and warranties specifically relate to
an earlier date, in which case they were true, correct and complete in all
material respects on and as of such earlier date.


         Each Credit Support Party (other than Company) acknowledges and agrees
that (i) notwithstanding the conditions to effectiveness set forth in this
Amendment, such Credit Support Party is not required by the terms of the Credit
Agreement or any other Loan Document to consent to the amendments to the Credit
Agreement effected pursuant to this Amendment and (ii) nothing in the Credit
Agreement, this Amendment or any other Loan

                                       16
<PAGE>

Document shall be deemed to require the consent of such Credit Support Party to
any future amendments to the Credit Agreement.


         SECTION 5. MISCELLANEOUS

         A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.

         (i)      On and after the date hereof, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like
import referring to the Credit Agreement, and each reference in the other Loan
Documents to the "Credit Agreement", "thereunder", "thereof" or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Amended Agreement. (ii) Except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full force and
effect and are hereby ratified and confirmed.

         (iii)    The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
Administrative Agent or any Lender under, the Credit Agreement or any of the
other Loan Documents.

         B. FEES AND EXPENSES. Payment of all costs, fees and expenses as
described in subsection 10.2 of the Credit Agreement, including those relating
to counsel, with respect to this Amendment and the documents and transactions
contemplated hereby shall be apportioned amongst Administrative Agent,
Syndication Agent and Documentation Agent as follows: fifty-five percent (55%)
of the total amount shall be paid by Administrative Agent, thirty percent (30%)
by Syndication Agent and fifteen percent (15%) by Documentation Agent.

         C. HEADINGS. Section and subsection headings in this Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Amendment for any other purpose or be given any substantive effect.

         D. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

         E. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached

                                       17
<PAGE>

from multiple separate counterparts and attached to a single counterpart so that
all signature pages are physically attached to the same document. This Amendment
shall become effective upon the execution of a counterpart hereof by
Administrative Agent, Collateral Agent, Company and Requisite Lenders and each
of the Credit Support Parties and receipt by Company and Administrative Agent of
written or telephonic notification of such execution and authorization of
delivery thereof.

         SECTION 6. ACKNOWLEDGMENT BY LENDERS.

         Each Lender hereby appoints Bankers Trust Company as Collateral Agent
under the Amended Agreement and the other Loan Documents and hereby authorizes
Collateral Agent, on behalf of and for the benefit of Lenders, to enter into the
Amended and Restated Pledge Agreement and the Security Agreement as collateral
agent. Each Lender hereby further agrees to be bound by the terms of the Amended
and Restated Pledge Agreement and the Security Agreement, subject to the
provisions of subsection 9.6 of the Amended Agreement. Each Lender hereby
further acknowledges and agrees to be bound by Section 9 of the Amended
Agreement.

                  [Remainder of page intentionally left blank]










                                       18
<PAGE>


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

                                       ALLIANCE IMAGING, INC.



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







                                      S-1
<PAGE>

                 ALLIANCE IMAGING CENTERS, INC.

                 ALLIANCE IMAGING OF CENTRAL GEORGIA, INC.

                 ALLIANCE IMAGING MANAGEMENT, INC.

                 ROYAL MEDICAL HEALTH SERVICES, INC.

                 ALLIANCE IMAGING OF OHIO, INC.

                 ALLIANCE IMAGING OF MICHIGAN, INC.

                 MEDICAL CONSULTANTS IMAGING CO.

                 MOBILE TECHNOLOGY INC.

                 MEDICAL DIAGNOSTICS, INC.

                 WESTERN MASSACHUSETTS MAGNETIC RESONANCE SERVICES, INC.

                 GREATER BOSTON MRI L.P.

                 GREATER SPRINGFIELD MRI L.P.

                 CURACARE, INC.

                 AMERICAN SHARED-CURACARE

                 SMT HEALTH SERVICES INC.

                 SMT INVESTMENT INC.

                 MID-AMERICAN IMAGING, INC.

                 RIA MANAGEMENT SERVICES, INC.

                 GREATER BOSTON MRI SERVICES, INC.

                 CENTRAL MASSACHUSETTS MRI SERVICES, INC.

                                      S-2
<PAGE>

                 DIMENSIONS MEDICAL GROUP, INC.

                 MDI FINANCE & LEASING, INC.

                 MERITUS PLS, INC.

                 QUINCY HOSPITAL MRI, L.P.

                 THREE RIVERS HOLDING CORP.

                 ALLIANCE EQUIPMENT LLC


                                   (for purposes of Section 4 only) as a Credit
                                   Support Party



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







                                      S-3
<PAGE>


                                       BANKERS TRUST COMPANY, INDIVIDUALLY
                                       AND AS ADMINISTRATIVE AGENT AND
                                       COLLATERAL AGENT


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








                                      S-4
<PAGE>


                                       DEUTSCHE BANK, A.G., NEW YORK
                                       BRANCH, AS ISSUING LENDER


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


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







                                      S-5
<PAGE>


                                       SALOMON SMITH BARNEY INC.,
                                       INDIVIDUALLY AND AS SYNDICATION AGENT


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








                                      S-6
<PAGE>


                                       MORGAN GUARANTY TRUST
                                       COMPANY, INDIVIDUALLY AND AS
                                       DOCUMENTATION AGENT


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








                                      S-7
<PAGE>


                                       ARCHIMEDES FUNDING II, LTD., AS A LENDER


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








                                      S-8
<PAGE>


                                       ARCHIMEDES FUNDING III, LTD., AS A LENDER


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








                                      S-9
<PAGE>


                                       ARCHIMEDES FUNDING, LLC,
                                       AS A LENDER


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








                                      S-10
<PAGE>


                                       BAVARIA TRR CORP.


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








                                      S-11
<PAGE>


                                       BHF (USA) CAPITAL CORPORATION, AS
                                       A LENDER


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


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









                                      S-12
<PAGE>


                                       CANADIAN IMPERIAL BANK OF
                                       COMMERCE, AS A LENDER


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










                                      S-13
<PAGE>


                                       CITIBANK, N.A., AS A LENDER


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










                                      S-14
<PAGE>


                                       CYPRESSTREE NORTH AMERICAN
                                       SENIOR FLOATING RATE FUND, AS A LENDER


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










                                      S-15
<PAGE>


                                       CYPRESSTREE INVESTMENT
                                       FUND, LLC

                                       BY: CYPRESSTREE INVESTMENT COMPANY, INC.,
                                           ITS MANAGING MEMBER


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










                                      S-16
<PAGE>


                                       CYPRESSTREE SENIOR FLOATING
                                       RATE FUND

                                       BY: CYPRESSTREE INVESTMENT COMPANY, INC.,
                                           AS PORTFOLIO MANAGER


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










                                      S-17
<PAGE>


                                       DLJ CAPITAL FUNDING, INC.,
                                       AS A LENDER


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











                                      S-18
<PAGE>


                                       EATON VANCE INSTITUTIONAL
                                       SENIOR LOAN, AS A LENDER


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










                                      S-19
<PAGE>


                                       EATON VANCE SENIOR INCOME
                                       TRUST, AS A LENDER


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










                                      S-20
<PAGE>


                                       EATON VANCE SENIOR DEBT
                                       PORTFOLIO, AS A LENDER


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










                                      S-21
<PAGE>


                                       FIRST UNION NATIONAL BANK OF
                                       NORTH CAROLINA, AS A LENDER


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










                                      S-22
<PAGE>


                                       FRANKLIN FLOATING RATE TRUST, AS A LENDER


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










                                      S-23
<PAGE>


                                       GALAXY CLO 1999-1, LTD, AS A LENDER


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










                                      S-24
<PAGE>


                                       GE CAPITAL COMMERCIAL FINANCE,
                                       AS A LENDER


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










                                      S-25
<PAGE>


                                       GOLDMAN SACHS CREDIT PARTNERS
                                       L.P., AS A LENDER


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










                                      S-26
<PAGE>


                                       IKB DEUTSCHE INDUSTRIEBANK AG.,
                                       LUXEMBOURG BRANCH, AS A LENDER


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


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








                                      S-27
<PAGE>


                                       INDOSUEZ CAPITAL FUNDING IIA LTD.,
                                       AS A LENDER


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










                                      S-28
<PAGE>


                                       INDOSUEZ CAPITAL FUNDING IV, L.P.,
                                       AS A LENDER


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










                                      S-29
<PAGE>


                                       THE INDUSTRIAL BANK OF JAPAN,
                                       LTD., AS A LENDER


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










                                      S-30
<PAGE>


                                       KZH SOLEIL LLC, AS A LENDER


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










                                      S-31
<PAGE>


                                       KZH SOLEIL-2 LLC, AS A LENDER


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










                                      S-32
<PAGE>


                                       KZH STERLING LLC, AS A LENDER


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










                                      S-33
<PAGE>


                                       KZH CYPRESSTREE-1 LLC, AS A LENDER


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










                                      S-34
<PAGE>


                                       KZH ING-2 LLC, AS A LENDER


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










                                      S-35
<PAGE>


                                       KZH CNC LLC, AS A LENDER


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










                                      S-36
<PAGE>


                                       ML CLO XV PILGRIM AMERICA
                                       (CAYMAN) LTD., AS A LENDER


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










                                      S-37
<PAGE>


                                       MORGAN STANLEY DEAN WITTER
                                       ADVISORS INC., AS A LENDER


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










                                      S-38
<PAGE>


                                       NORTHWOODS CAPITAL II, LIMITED, AS
                                       A LENDER


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










                                      S-39
<PAGE>


                                       OXFORD STRATEGIC INCOME FUND, AS A LENDER


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










                                      S-40
<PAGE>


                                       PACIFICA PARTNERS I, L.P.,
                                       AS A LENDER


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










                                      S-41
<PAGE>


                                       PILGRIM AMERICA HIGH INCOME
                                       INVESTMENTS LTD.,
                                       AS A LENDER


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










                                      S-42
<PAGE>


                                       PILGRIM CLO 1999-1 LTD., AS A LENDER


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










                                      S-43
<PAGE>


                                       PRIME INCOME TRUST, AS A LENDER


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










                                      S-44
<PAGE>


                                       SEQUILS-ING I (HBDGM), LTD., AS A LENDER


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










                                      S-45
<PAGE>


                                       SEQUILS-PILGRIM I, LTD.,
                                       AS A LENDER


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










                                      S-46
<PAGE>


                                       VAN KAMPEN AMERICAN CAPITAL
                                       PRIME RATE INCOME TRUST, AS A
                                       LENDER


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










                                      S-47
<PAGE>


                                       VAN KAMPEN AMERICAN CAPITAL
                                       SENIOR FLOATING RATE FUND, AS A
                                       LENDER


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









                                      S-48
<PAGE>


                                       VAN KAMPEN AMERICAN CAPITAL
                                       SENIOR INCOME TRUST, AS A LENDER


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










                                      S-49
<PAGE>


                                       WINGED FOOT FUNDING TRUST, AS A LENDER


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










                                      S-50
<PAGE>


                                       AG CAPITAL FUNDING, AS A LENDER


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










                                      S-51
<PAGE>


                                       NORTHWOODS II, AS A LENDER


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










                                      S-52
<PAGE>


                                     ANNEX A

                           SUPPLEMENT TO SCHEDULE 5.1


Alliance Equipment LLC







                                    Annex-1