Exhibit
4.17  AMENDED AND RESTATED
INTERCREDITOR AGREEMENT  This AMENDED AND RESTATED INTERCREDITOR
AGREEMENT, dated as of December 22, 2009, is entered into, pursuant to and
in accordance with the terms of the Omnibus Intercreditor Agreement, by and
among (a) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association, in its capacity as trustee pursuant to the Existing Notes
Indenture (as hereinafter defined) for the Existing Notes Noteholders (as
hereinafter defined) (in such capacity, together with its successors and
assigns in such capacity, the Existing Notes Trustee); (b) WELLS
FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its
capacity as collateral agent pursuant to the Existing Notes Collateral
Agreements (as hereinafter defined) for the benefit of the Existing Notes
Trustee and the Existing Notes Noteholders (in such capacity, together with its
successors and assigns in such capacity, the Existing Notes Collateral
Agent); (c) WELLS FARGO BANK, NATIONAL ASSOCIATION, a national
banking association, in its capacity as trustee pursuant to the New Notes
Indenture (as hereinafter defined) for the New Notes Noteholders (as
hereinafter defined) (in such capacity, together with its successors and
assigns in such capacity, the New Notes Trustee); (d) WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as
collateral agent pursuant to the New Notes Collateral Agreements (as
hereinafter defined) for the benefit of the Interim Notes Trustee and the
Interim Notes Noteholders (in such capacity, together with its successors and
assigns in such capacity, the New Notes Collateral Agent); (e) at
such time, if any, as the Revolving Credit Agreement is entered into and
becomes effective and designated as such for purposes hereof, the Revolving
Agent; and (f) FIBERTOWER CORPORATION, a Delaware corporation (the Borrower
or the Company), FIBERTOWER NETWORK SERVICES CORP., a Delaware
corporation, FIBERTOWER BROADBAND CORP., a Delaware corporation, TELIGENT
SERVICES ACQUISITION, INC., a Delaware corporation, FIBERTOWER LICENSING CORP.,
a Delaware corporation, FIBERTOWER SOLUTIONS CORPORATION, a Delaware
corporation, and FIBERTOWER SPECTRUM HOLDINGS LLC, a Delaware limited liability
company.  W I T N E S S E T H:  WHEREAS, the Company (as hereinafter
defined), the other Obligors (as hereinafter defined) and the Existing Notes
Trustee and Existing Notes Collateral Agent have entered into the Indenture,
dated as of November 9, 2006, (as such Indenture may be amended, modified,
supplemented, extended, renewed, restated or refinanced, the Existing Notes
Indenture) governing the 9.00% Convertible Senior Secured Notes due
2012 (such notes, the Existing Notes) issued by the Company to the
Existing Notes Noteholders;  WHEREAS, prior to the date hereof the
Company, the other Obligors and Wells Fargo Bank, National Association, as
Interim Notes Agent, have entered into (i) an Amended and Restated
Intercreditor Agreement (the Interim Notes Intercreditor Agreement)
pursuant to the terms of the Omnibus Intercreditor Agreement (as defined below)
and (ii) the Interim Notes Indenture governing the Interim Notes issued by
the Company to the Interim Notes Noteholders (as defined in the Interim Notes
Intercreditor Agreement);


WHEREAS, the Interim Notes have, concurrently
with the effectiveness of this Agreement, been mandatorily redeemed in
accordance with the provisions thereof, and the Interim Notes Obligations have
been satisfied and the New Notes have been issued as partial consideration for
such Mandatory Redemption and, together with other consideration, in exchange
for the Interim Notes, and pursuant to the provisions of the Omnibus
Intercreditor Agreement, dated as of December 7, 2009, among the Company,
the other Obligors, the Interim Notes Agent, the Existing Notes Agent and the
New Notes Agent and the other creditors, if any, party thereto (as amended,
modified, supplemented, extended, renewed or restated in accordance with the
term thereof, the Omnibus Intercreditor Agreement), this Agreement has
become effective upon effectiveness of the New Notes Indenture and issuance of
the New Notes pursuant thereto in connection with such Mandatory Redemption;  WHEREAS, the Company and the other Obligors
may enter into a Revolving Credit Agreement which the Company desires to
secure, all in a manner consistent with the provisions and priorities set forth
herein, that provides for extensions of credit not to exceed the Maximum
Revolving Credit Principal Amount.  WHEREAS, it is a condition precedent to the
issuance by the Company of the New Notes upon consummation of the Mandatory
Redemption that the Existing Notes Agent, on behalf of itself and the Existing
Notes Creditors, the New Notes Agent, on behalf of itself and the Term Loan
Creditors, the Company and the other Obligors enter into this Agreement;  WHEREAS, the Existing Notes Agent, on behalf
of itself and the Existing Notes Creditors, the Term Loan Agent, on behalf of
itself and the Term Loan Creditors, and, at such time as the Revolving Credit
Agreement may become effective and the Revolving Agent becomes a party hereto,
the Revolving Agent, on behalf of itself and the Revolving Creditors, wish to
set forth their agreement as to certain of their respective rights and
obligations with respect to the assets and properties of the Company and the
other Obligors and their understanding relative to their respective positions
in certain assets and properties of the Company and the other Obligors.  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the Existing Notes Agent, on behalf of
itself and the Existing Notes Creditors, the Term Loan Agent, on behalf of
itself and the Term Loan Creditors, and, at such time as the Revolving Credit
Agreement may become effective and the Revolving Agent becomes a party hereto,
the Revolving Agent, on behalf of itself and the Revolving Creditors, and the
Obligors party hereto, hereby agree as follows:  Section 1.Definitions.  1.1General
Terms.As used in
this Agreement, the following terms (including those in the preamble and
recitals hereto) shall have the respective meanings indicated below, such
meanings to be applicable equally to both the singular and the plural forms of
the terms defined:  Access Period
means, with respect to each parcel or item of Term Loan Priority Collateral,
the period, that begins on the fifth Business Day after which both of the
following  2


have occurred: (a) the Revolving Agent has
commenced an Enforcement Action and (b) the Revolving Agent or any other
Revolving Creditor initially has actual access, whether or not utilized, to
such parcel or item of Term Loan Priority Collateral for the purpose of taking
physical possession of, removing or otherwise controlling, or using in any
manner, Revolving Credit Priority Collateral located at such parcel or item of
Term Loan Priority Collateral (the Initial Access Date),
and ends on the earliest of (i) the day that is 180 days after the Initial
Access Date plus such number of days, if any, after the Initial Access Date
that it is stayed or otherwise prohibited by law or court order from exercising
remedies with respect to the associated Revolving Credit Priority Collateral, (ii) the
date on which all or substantially all of the Revolving Credit Priority
Collateral associated with such parcel or item of Term Loan Priority Collateral
is sold, removed, collected or liquidated, (iii) the Revolving Credit
Termination Date and (iv) the date on which the Event of Default which
resulted in commencement of the applicable Enforcement Action against such
Revolving Credit Priority Collateral has been cured or waived in writing.  Accountshall have
the meaning set forth in the Uniform Commercial Code as in effect in the State
of New York from time to time, including all rights to payment for goods sold
or leased, or for services rendered.  Affiliate
means with respect to any Person, another Person that directly or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified. 
As used herein, Control means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  Controlling and Controlled have correlative meanings.  Agreement
means this Amended and Restated Intercreditor Agreement..  Bank Product Obligations
means, with respect to any Obligor, any obligations of such Obligor owed to any
Revolving Creditor (or any of its Affiliates) in respect of any of the
following products, services or facilities extended to any Obligor by a
Revolving Lender or any of its Affiliates: (a) any services provided from
time to time by any Revolving Lender or any of its Affiliates to any Obligor in
connection with operating, collections, payroll, trust, or other depository or
disbursement accounts, including automated clearinghouse, e-payable, electronic
funds transfer, wire transfer, controlled disbursement, overdraft, depository,
information reporting, lockbox and stop payment services; (b) products
under an agreement relating to any swap, cap, floor, collar, option, forward,
cross right or obligation, or combination thereof or similar transaction, with
respect to interest rate, foreign exchange, currency, or commodity risk; (c) commercial
credit card and merchant card services; and (d) banking products or
services as may be requested by any Obligor, other than Letters of Credit.  Bankruptcy Code
means the provisions of Title 11 of the United States Code, 11 U.S.C.
§§101 et seq.  Bankruptcy Law
means the Bankruptcy Code and any other federal, state or foreign bankruptcy,
insolvency, receivership or similar law.  3


Borrower has
the meaning set forth in the preamble hereto.  Business Day
means any day of the year that is not a Saturday, a Sunday or a day on which
banks are required or authorized to close in New York City or Chicago,
Illinois.  Cash Proceedsshall mean all proceeds of any Collateral
consisting of cash, checks and other near-cash items.  Chattel Papershall mean all chattel paper as defined
in Article 9 of the Uniform Commercial Code as in effect in the State of
New York from time to time, including, without limitation, electronic chattel
paper or tangible chattel paper, as each term is defined in the Uniform
Commercial Code as in effect in the State of New York from time to time.  Collateral
means all assets and properties of any kind whatsoever, real or personal,
tangible or intangible and wherever located, of any Obligor, whether now owned
or hereafter acquired, upon which a Lien (including, without limitation, any
Liens granted in any Insolvency Proceeding) is now or hereafter granted or
purported to be granted in favor of a Secured Creditor, as security for all or
any part of the Obligations, provided that as to the Existing Notes Creditors,
Collateral shall be limited to assets and properties in which the Existing
Notes Creditors have  a Lien pursuant to
the Existing Notes Documents as in effect on the date hereof, and only the
Proceeds thereof, and shall not include any other assets and properties, or
Proceeds thereof, on which the Revolving Creditors or Term Loan Creditors may
from time to time have a Lien to secure their Obligations, and nothing in this
Agreement shall be read to provide that the Existing Notes Creditors have any
right to acquire, or that any Obligor has any obligation to provide to any
Existing Notes Creditor, any Lien on any assets and properties on which they do
not have  a Lien pursuant to the Existing
Notes Documents as in effect on the date hereof, or Proceeds thereof, or to permit
the granting of a Lien in favor of any Existing Notes Creditor on any assets or
properties where prohibited by Section 2.4(d) hereof.  Company has
the meaning set forth in the preamble hereto.  Debt Action
means (a) the filing of a lawsuit by any Secured Creditor solely to
collect the Obligations owed to such Secured Creditor and not to exercise
secured creditor remedies in respect of the Collateral, (b) the demand by
any Secured Creditor for accelerated payment of any and all of the Obligations
owed to such Secured Creditor, (c) the filingof
any notice of claim and the voting of any such claim in any Insolvency
Proceeding involving an Obligor in a manner not prohibited by, and not
inconsistent with, the terms of Section 6, (d) the filing of
any motion in any Insolvency Proceeding permitted by, and not inconsistent
with, the terms of Section 6 or (e) the filing of any
defensive pleading in any Insolvency Proceeding not inconsistent with the terms
of this Agreement.  DIP Financing
has the meaning set forth in Section 6.1.  Disposition
means any sale, lease, license, exchange, transfer or other disposition, and Dispose and Disposed of
shall have correlative meanings.  Distribution
means, with respect to any indebtedness or obligation of a Person, (a) any
payment or distribution by or on behalf of such Person (or any guarantor or
surety  4


thereon) of cash, securities or other property, by
setoff or otherwise, on account of such indebtedness or obligation or (b) any
redemption, purchase or other acquisition of such indebtedness or obligation by
such Person (or any guarantor or surety thereon).  Enforcement Action
means (a) the exercise of any enforcement remedies under any Obligation
Document, the UCC or other applicable law in respect of the Collateral by the
applicable Secured Creditor, (b) any action by any Secured Creditor to
foreclose on the Lien of such Person in any Collateral, (c) any action by
any Secured Creditor to take possession of, or sell or otherwise realize upon,
or to exercise any other enforcement rights or remedies with respect to, any
Collateral, including any Disposition after the occurrence of an Event of
Default of any Collateral by an Obligor with the consent of, or at the
direction of, a Secured Creditor, including, without limitation, by
notification of account debtors, (d) the taking of any other actions by a
Secured Creditor against any Collateral, including the taking of control or
possession of, or the exercise of any right of setoff with respect to, any
Collateral and including the exercise of any voting rights relating to any
capital stock composing a portion of the Collateral and/or (e) the
commencement by any Secured Creditor of any legal proceedings or actions against
or with respect to any Obligor or any of such Obligors property or assets or
any Collateral to facilitate any of the actions described in clauses (a), (b),
(c), (d) and (e) above, including the commencement of any Insolvency
Proceeding; provided that this definition shall not include any Debt
Action.  Event of Default
means each Event of Default or similar term, as such term is defined in any
Term Loan Credit Document or any Revolving Credit Document.  Excess Revolving Credit
Obligationsmeans, as of
any date of determination, the sum of (a) the portion of the principal
amount of the loans outstanding under the Revolving Credit Documents and the
undrawn amount of all outstanding Letters of Credit (disregarding for purposes
of this calculation Letters of Credit to the extent cash collateralized in
accordance with the Revolving Credit Agreement) and, without duplication of
reimbursement obligations having been refinanced with proceeds of loans, the
unreimbursed amount of all Letters of Credit as of such date that is in excess
of the Maximum Revolving Credit Principal Amount as of such date plus (b) without
duplication, the portion of accrued and unpaid interest and fees on account of
such portion of the loans and Letters of Credit described in clause (a) of
this definition; provided, however, that any interest accruing
on, or fees or reimbursement obligations in respect of, out of pocket fees
(including legal fees and disbursements) or other expenses of the Revolving
Agent or other Revolving Creditors that are reimbursable by the Obligors under
the terms of the Revolving Credit Documents and that accrue, or are incurred,
after the occurrence of an Insolvency Proceeding or after the date when
Revolving Agent or the Term Loan Agent, as applicable, commences Enforcement
Action with respect to any of the Collateral shall not constitute Excess
Revolving Credit Obligations, regardless of whether any such amounts are added
to the principal balance of the loans pursuant to the terms of the Revolving
Credit Documents.  Any DIP Financing by
the Revolving Creditors within the limits of Section 6.1(a)(iii)(A) shall
not constitute Excess Revolving Credit Obligations.  Excess Term Obligations
means, as of any date of determination, the sum of (a) the portion of the principal
amount of the loans outstanding under the Term Loan Credit Documents as of such
date that is in excess of the Maximum Term Loan Principal Amount as  5


such date plus (b) without duplication, the portion
of accrued and unpaid interest on account of such portion of the loans
described in clause (a) of this definition; provided, however,
that any interest accruing on, or reimbursement obligations in respect of, out
of pocket fees (including legal fees and disbursements) or other expenses of
the Term Loan Agent or other Term Loan Creditors that are reimbursable by the
Obligors under the terms of the Term Loan Credit Documents and that accrue, or
are incurred, after the occurrence of an Insolvency Proceeding or after the
date when Revolving Agent or the Term Loan Agent, as applicable, commences
Enforcement Action with respect to any of the Collateral shall not constitute
Excess Term Obligations, regardless of whether any such amounts are added to
the principal balance of the loans pursuant to the terms of the Term Loan
Credit Documents. Any DIP Financing by the Term Loan Creditors within the
limits of Section 6.1(b)(iii)(A) shall not constitute Excess
Term Obligations.  Exigent Circumstances
means (a) a fraud has been committed by any Obligor in connection with the
Revolving Credit Obligations or Term Loan Obligations, as applicable, including
any withholding of collections of Accounts or other Proceeds or any other
property in violation of the terms of the Revolving Credit Documents or Term
Loan Credit Documents, as applicable, or (b) an event or circumstance that
in the judgment of the Revolving Agent materially and imminently threatens the
value of, or ability of the Revolving Agent to realize upon, its Priority
Collateral, or, in the judgment of the Term Loan Agent materially and
imminently threatens the value of, or ability to realize upon, its Priority
Collateral.  Existing
Notes means the notes issued and outstanding from time to time
under the Existing Notes Indenture.  Existing
Notes Agent means, collectively, the Existing Notes Trustee and/or
Existing Notes Collateral Agent under the Existing Notes Indenture and the
other Existing Notes Documents.  Existing Notes Creditors
means , at any time, the Existing Notes Agent, the Holders (as defined in the
Existing Notes Indenture), any other administrative agent under the Existing
Notes Indenture and any other Existing Notes Documents, any collateral agent
under the Existing Notes Indenture and any other Existing Notes Documents, each
lender or other creditor under the Existing Notes Indenture and any other
Existing Notes Documents, each holder of any Hedging Obligations that at the
time of the incurrence of such Hedging Obligations is a lender or other
creditor under the Term Loan Credit Agreement or an Affiliate thereof and is a
secured party under any Existing Notes Document, the beneficiaries of each
indemnification obligation undertaken by any Obligor under any Existing Notes
Document, and each other holder of, or obligee in respect of, any Existing
Notes Obligations, in each case to the extent designated as a secured party
under any Existing Notes Document outstanding at such time.  Existing
Notes Documents means the Existing Notes Indenture and the Existing
Notes, and the Escrow Agreement, the Note Guarantees, the Collateral
Agreements and the other Notes Documents, each as defined in the Existing
Notes Indenture as in effect on December 22, 2009.  6


Existing
Notes Indenture means the Indenture, dated as of November 9,
2006, between the Company and the other Obligors, and Wells Fargo Bank,
National Association, as trustee and collateral agent, relating to the Companys
9.00% Convertible Senior Secured Notes due 2012.  Existing Notes Noteholdersmeans the holders from time to time of the Existing Notes
issued and outstanding from time to time under the Existing Notes Indenture.  Existing
Notes Obligations means the Existing Notes and all other Note
Obligations (as defined in the Existing Notes Indenture) owing or outstanding
from time to time under the Existing Notes Indenture and the other Existing
Notes Documents.  Existing Notes Refinancing
Conditions means that the following conditions must be met with
respect to any applicable amendment, restatement, supplement, modification,
substitution, Refinancing, renewal or replacement of the Existing Notes
Documents: (i) it has a final maturity no sooner than, and a weighted
average life (measured as of the date of such amendment, restatement,
supplement, modification, substitution, Refinancing, renewal or replacement) no
less than that applicable to the Existing Notes Obligations on the date hereof;
(ii) in the case of any secured Refinancing, substantially concurrently
with the entry into definitive documentation evidencing such indebtedness, the
lenders thereunder shall enter into an intercreditor agreement on terms no less
favorable to the Revolving Creditors and the Term Loan Creditors than this
Agreement or execute an Intercreditor Agreement Joinder, (iii) Liens on no
categories of Collateral not subject to the Liens securing the Existing Notes
Obligations on the date hereof are granted to secure it; and (iii) no
additional Person is obligated on such indebtedness that is not obligated on
the Existing Notes Obligations on the date hereof, and (iv) it shall
contain no representations, warranties, covenants or events of default not
contained in the Existing Notes Indenture on the date hereof after giving
effect to the amendment thereof deleting such provisions on or about the
date  hereof, unless consented to by the
Revolving Agent and the Term Loan Agent at the direction of the majority
holders of the Revolving Credit Obligations and the Term Loan Obligations,
respectively, but in no event shall any representations, warranties, covenants
or events of default contained in the Existing Notes Documents (with such
consent as aforesaid) be (x) more restrictive in any respect on any
Obligor than the least restrictive analogous provisions in the Revolving Credit
Documents and the Term Loan Credit Documents or (y) address substantive
restrictions or other matters not contained in both the Revolving Credit
Documents and the Term Loan Credit Documents.  Existing Notes Secured
Claim means any portion of the Existing Notes Obligations.  General Intangibles(i) shall
mean all general intangibles as defined in Article 9 of the UCC, including payment intangibles also as
defined in Article 9 of the Uniform Commercial Code as in effect in the
State of New York from time to time and (ii) shall include, without
limitation, all interest rate or currency protection or hedging arrangements,
all tax refunds and all licenses, permits, concessions and authorizations, (in
each case, regardless of whether characterized as general intangibles under the
Uniform Commercial Code as in effect in the State of New York from time to
time).  7


Hedging Obligations
means, with respect to any Obligor, any obligations of such Obligor under an
agreement relating to any non-speculative, ordinary course of business swap,
cap, floor, collar, option, forward, cross right or obligation, or combination
thereof or similar transaction, with respect to interest rate, foreign
exchange, currency or commodity risk.  Insolvency Proceeding
means any of the following: (a) any case or proceeding with respect to any
Obligor under the Bankruptcy Code or any other federal or state bankruptcy,
insolvency, reorganization or other law affecting creditors rights or any
other or similar proceedings seeking any stay, reorganization, arrangement,
composition or readjustment of the obligations and indebtedness of such
Obligor, in each case, whether or not voluntary, (b) any proceeding
seeking the appointment of any trustee, receiver, liquidator, custodian or
other insolvency official with similar powers with respect to any Obligor or
any of its assets in each case, whether or not voluntary, (c) any proceeding
for liquidation, dissolution or other winding up of the business of the Company
or any other Obligor whether or not voluntary and whether or not involving
bankruptcy or insolvency, that, in the case of an Obligor other than the
Company, is not permitted under the Revolving Credit Documents and the Term
Loan Credit Documents or (d) any assignment for the benefit of creditors
or any marshalling of assets of any Obligor.  Intercreditor
Agreement Joinder means an agreement substantially in the form of Exhibit A.  Interim
Notes means the notes issued and outstanding under the Interim
Notes Indenture.  Interim
Notes Agent means the trustee and/or collateral agent under the
Interim Notes Indenture and the other Interim Notes Documents.  Interim Notes Indenturemeans the Indenture, dated as of December 7, 2009,
between the Company and the other Obligors, and Wells Fargo Bank, National
Association, as trustee and collateral agent, relating to the Companys 9.00%
Mandatorily Redeemable Convertible Senior Secured Notes due 2012.  Interim Notes Documentsmeans the Interim Notes Indenture and the Interim Notes, and
the Escrow Agreement, the Note Guarantees, the Collateral Agreements and
the other Notes Documents, each as defined in the Interim Notes Indenture.  Interim Notes Obligationsmeans the Interim Notes and all other Note Obligations (as
defined in the Interim Notes Indenture) owing or outstanding from time to time
under the Interim Notes Indenture and the other Interim Notes Documents.  Inventoryshall mean:
(i) all inventory as defined in the Uniform Commercial Code as in effect
in the State of New York from time to time and (ii) all goods held for
sale or lease or to be furnished under contracts of service or so leased or
furnished, all raw materials, work in process, finished goods, and materials
used or consumed in the manufacture, packing, shipping, advertising, selling,
leasing, furnishing or production of such inventory or otherwise used or
consumed inanyObligors
business; all goods in which anyObligor has an interest in mass or a
joint or other interest or right of any kind; and all such goods that are
returned to or repossessed by any Obligor, and all accessions thereto and
products thereof (in  8


each case, regardless of whether characterized as
inventory under the Uniform Commercial Code as in effect in the State of New
York from time to time).  Inventory shall include each item of property
that at any time is or at any time was part of the rental fleet, whether
classified as inventory, rental equipment or fixed asset on the financial
statements of the Company.  Junior Adequate Protection
Liens has the meaning set forth in Section 6.2.  Junior Lien Default Notice
means a notice by the Term Loan Agent to the Revolving Agent or by the
Revolving Agent to the Term Loan Agent, indicating that an Event of Default
under the Term Loan Credit Documents or Revolving Credit Documents,
respectively, has occurred and that the Term Loan Agent or Revolving Agent, as
the case may be, intends to take Enforcement Action against Collateral (other
than Collateral that as to such Secured Creditor, is Priority Collateral).  Junior Documents
means (i) as to the Revolving Credit Priority Collateral, the Term Loan
Credit Documents, (ii) as to the Term Loan Priority Collateral, the
Revolving Credit Documents, and (iii) as to all Collateral, at all times
prior to Payment in Full of the Term Loan Obligations and the Revolving Credit
Obligations, the Existing Notes Documents.  Junior Obligations
means (i) as to the Term Loan Priority Collateral, the Revolving Credit
Obligations, (ii) as to the Revolving Credit Priority Collateral, the Term
Loan Obligations, and (iii) as to all Collateral, at all times prior to
Payment in Full of the Term Loan Obligations and the Revolving Credit
Obligations, the Existing Notes Obligations. Junior Obligations also means as
to Term Loan Priority Collateral, any Excess Term Obligations, and as to any
Revolving Credit Priority Collateral, any Excess Revolving Credit Obligations.  Junior Secured Creditor
means, as to the Term Loan Priority Collateral, the Revolving Agent acting on
behalf of itself and the Revolving Creditors, and as to the Revolving Credit
Priority Collateral, the Term Loan Agent acting on behalf of itself and the
Term Loan Creditors, and as to all Collateral, at all times prior to Payment in
Full of the Term Loan Obligations and the Revolving Credit Obligations, the
Existing Notes Creditors.  Junior Secured
Creditor also means the Revolving Agent acting on behalf of itself and the
Revolving Creditors as to its Lien on Revolving Credit Priority Collateral to
the extent securing Excess Revolving Credit Obligations and the Term Loan Agent
acting on behalf of itself and the Term Loan Creditors as to its Lien on Term
Loan Priority Collateral to the extent securing Excess Term Obligations.  L/C Issuer
means any bank or financial institution that issues, arranges or provides
credit support for a Letter of Credit issued or deemed issued pursuant to the
Revolving Credit Agreement.  Letters of Credit
means any standby or documentary letter of credit issued or arranged by L/C
Issuer for the account of Borrower, or any indemnity, guarantee, exposure
transmittal memorandum or similar form of credit support issued or arranged by
Revolving Agent or L/C Issuer for the benefit of Borrower.  Lien means any
mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit
arrangement, encumbrance, easement, lien (statutory or otherwise), security  9


interest or other security arrangement and any other
preference, priority or preferential arrangement of any kind or nature
whatsoever, including any conditional sale contract or other title retention
arrangement, the interest of a lessor under a capital lease and any synthetic
or other financing lease having substantially the same economic effect as any
of the foregoing.  Mandatory Redemption
means Mandatory Redemption, as defined in the New Notes Indenture.  Mandatory Redemption Date
means Mandatory Redemption Date, as defined in the New Notes Indenture.  Maximum Revolving Credit
Principal Amount means, as of any date of determination, (a) $20,000,000,
minus (b) permanent reductions
of revolving loan commitments under the Revolving Credit Documents after the
date hereof that are accompanied by principal payments outstanding under such
commitments (other than those made in connection with a Refinancing permitted
under Section 4.2), plus(c) accrued
and unpaid interest and fees (excluding any portion of interest and fees
referred to in clause (b) of the definition of Excess Revolving Credit
Obligations), and  costs, expenses,
indemnities, and other amounts (other than principal, unless constituting
amounts of interest and fees that are added to principal) payable pursuant to
the terms of the Revolving Credit Documents, whether or not, in the case of
interest or fees, the same are added to the principal amount of the Revolving
Credit Obligations and including the same as would accrue and become due but
for the commencement of an Insolvency Proceeding, whether or not allowed in any
such Insolvency Proceeding, plus(d) advances
(whether or not added to the principal of the revolving loan) made by the
Revolving Lenders or the Revolving Agent in order to protect, preserve or
enhance the value of any Revolving Credit Priority Collateral or to pay amounts
that the Borrower is obligated to pay under the Revolving Credit Documents to
protect the Collateral, plus (e) Bank
Product Obligations, plus (f) Hedging
Obligations to a Revolving Creditor.  Maximum Term Loan
Principal Amount means, as of any date of determination, (a) $135,000,000,
minus (b) the sum of all principal
payments of the term loans constituting Term Loan Obligations (including
voluntary and mandatory prepayments) after the date hereof, but excluding
prepayments resulting from any Refinancing permitted under Section 4.1,
plus(c) accrued and unpaid interest
and fees (excluding any portion of interest and fees referred to in clause (b) of
the definition of Excess Term Obligations) and costs, expenses, indemnities,
and other amounts (other than principal, unless constituting amounts of
interest and fees that are added to principal) payable pursuant to the terms of
the Term Loan Credit Documents, whether or not, in the case of interest or
fees, the same are added to the principal amount of the Term Loan Obligations
and including the same as would accrue and become due but for the commencement
of an Insolvency Proceeding, whether or not allowed in any such Insolvency
Proceeding, plus(d) advances
(whether or not added to the principal of the term loans) made by the Term
Lenders or the Term Loan Agent in order to protect, preserve or enhance the
value of any Term Loan Priority Collateral or to pay amounts that any Obligor
is obligated to pay under the Term 
Credit Documents to protect the Collateral, plus
(e) all Term Loan Hedging Obligations not included in clause (a).  10


New License Subsidiaryhas the meaning specified therefor in the New Notes
Indenture.  New Notesmeans the notes issued and outstanding from time to time under the New Notes
Indenture, including any notes issued in lieu of interest and in respect of capitalized,
or pay in kind, interest accruing on any such notes outstanding from time to
time in accordance with the New Notes Indenture.  New Notes Agentmeans the New Notes Trustee and/or New Notes Collateral
Agent under the New Notes Indenture and the other New Notes Documents.  New Notes Indenturemeans the Indenture, dated as of December 22, 2009,
between the Company and the other Obligors, and Wells Fargo Bank, National
Association, as trustee and collateral agent, relating to the Companys 9.00%
Senior Secured Notes due 2016.  New Notes Documentsmeans the New Notes Indenture and the New Notes, and the Escrow
Agreement, the Note Guarantees, the Collateral Agreements and the other Notes
Documents, each as defined in the New Notes Indenture.  New Notes Obligationsmeans the New Notes and all other Note Obligations (as
defined in the New Notes Indenture) owing or outstanding from time to time
under the New Notes Indenture and the other New Notes Documents.  New Notes Noteholdersmeans the holders from time to time of the New Notes issued
and outstanding from time to time under the New Notes Indenture.  Non-Priority Collateral
means (i) as to the Term Loan Creditors, the Revolving Credit Priority
Collateral, (ii) as to the Revolving Creditors, the Term Loan Priority
Collateral, and (iii) as to the Existing Notes Creditors, any and all
Collateral.  Non-Priority Collateral
shall also mean, as to the Term Loan Creditors, the Term Loan Priority
Collateral to the extent securing Excess Term Obligations, and as to the
Revolving Creditors, the Revolving Credit Priority Collateral to the extent
securing the Excess Revolving Credit Obligations.  Obligation Documents
means the Revolving Credit Documents and the Term Loan Credit Documents and the
Existing Notes Documents, or any of them.  Obligations
means the Term Loan Obligations and the Revolving Credit Obligations and the
Existing Notes Obligations, or any of them.  Obligor means
the Company and each other Person liable on or in respect of any Obligations,
or that has granted a Lien on any property or assets as Collateral, together
with such Persons successors and assigns, including a receiver, trustee or
debtor-in-possession on behalf of such Person.  Paid in Full
or Payment in Full means, with respect to
any Obligations, that: (a) all of such Obligations (other than contingent
indemnification obligations for which no underlying claim has been asserted)
have been paid, performed or discharged in full (with all such Obligations
consisting of monetary or payment obligations having been paid in full in  11


cash), (b) no Person has any further right to
obtain any loans, letters of credit, bankers acceptances, or other extensions
of credit under the Revolving Credit Agreement or the other Revolving Credit
Documents in the case of Revolving Credit Obligations or the Term Loan Credit
Agreement or the other Term Loan Credit Documents in the case of the Term Loan
Obligations and all commitments to extend credit under such applicable
agreements shall have terminated, (c) any and all letters of credit,
bankers acceptances or similar instruments issued under such documents have
been cancelled and returned (or backed by stand-by guarantees or letters of
credit in form and substance reasonably acceptable to (and from financial
institutions satisfactory to) Revolving Agent or Term Loan Agent, as
applicable, or cash collateralized at the amounts required to obtain a release
of liens under the terms of the applicable Revolving Credit Documents) in
accordance with the terms of such documents, and (d) any costs, expenses
and indemnification obligations not yet due and payable but with respect to
which a claim has been threatened or asserted in writing under any Obligation
Document, are backed by a letter of credit or cash collateral in an amount and
on terms reasonably satisfactory to the Term Loan Agent or Revolving Agent, as
applicable.  Payment Rights
means any right of any Obligor to the payment of money arising from the
Disposition of any Inventory or rendition of services, whether such right to
payment constitutes an Account or Payment Intangible or is evidenced by or
consists of a Document, Instrument, Chattel Paper, Letter-of-Credit Right or Supporting
Obligation.  Permitted Collateral Sale
means (i) any Disposition of Priority Collateral (other than after the
occurrence and during the continuance of an Insolvency Proceeding by or against
the relevant Obligor and other than in connection with an Enforcement Action or
a Disposition described in clause (ii) below) so long as such Disposition
is permitted under the Priority Documents as in effect on the date hereof and
by the Junior Documents as in effect on the date hereof (other than, in the case
of the New Notes Indenture, pursuant to Section 6.01 thereof); and (ii) any
Disposition of Priority Collateral (other than in an Insolvency Proceeding by
or against the relevant Obligor) permitted under the applicable Priority
Documents as in effect on the date hereof, but not permitted under the
applicable Junior Document, in connection with an Enforcement Action against
such Priority Collateral by the relevant Priority Secured Creditor or a
Disposition by the relevant Obligor during the continuation of an Event of
Default under the Priority Documents with the written permission of the
Priority Secured Creditor; provided, that, in each case above, the Liens
of the Junior Secured Creditors in such Priority Collateral shall continue as
to the Proceeds thereof and such Proceeds received are applied as provided in Section 3.8
hereof.  Person means
an individual, partnership, corporation (including a business trust and a
public benefit corporation), joint stock company, estate, association, firm,
enterprise, trust, limited liability company, unincorporated association, joint
venture, governmental authority or any other entity or regulatory body.  Primary Junior Secured
Creditor means a Junior Secured Creditor of the type described in
the first sentence of the definition of Junior Secured Creditor.  Primary Priority Secured
Creditor means a Priority Secured Creditor of the type described in
the first sentence of the definition of Priority Secured Creditor.  12


Priority Claim Avoidance
has the meaning set forth in Section 6.4.  Priority Collateral
means, as to the Term Loan Creditors, the Term Loan Priority Collateral, and,
as to the Revolving Creditors, the Revolving Credit Priority Collateral, and,
as to the Existing Notes Creditors, none of the Collateral.  Priority Collateral also means, as to any
Revolving Creditors, the Term Loan Priority Collateral to the extent securing
Excess Term Obligations and as to any Term Loan Creditors, the Revolving Credit
Priority Collateral to the extent securing Excess Revolving Credit Obligations;
provided that the right of the Term Loan Creditors to take any
Enforcement Action with respect to their Non-Priority Collateral, and the right
of the Revolving Creditors to take any Enforcement Action with respect to their
Non-Priority Collateral, and the right of the Existing Notes Creditors to take
any Enforcement Action with respect to their Non-Priority Collateral shall in
each case be subject to the provisions of Section 3.  Priority Documents
means, as to the Revolving Credit Priority Collateral, the Revolving Credit
Documents and as to the Term Loan Priority Collateral, the Term Loan Credit
Documents.  The Existing Notes Documents
shall not constitute Priority Documents for any purpose of this Agreement. at
any time prior to the Payment in Full of all Term Loan Obligations and all
Revolving Credit Obligations, and all Revolving Credit Documents and Term Loan
Credit Documents shall both constitute Priority Documents as they relate to the
Existing Notes Documents, the Existing Notes Obligations or the Existing Notes
Creditors, or any Liens in favor of the Existing Notes Creditors, for all
purposes of this Agreement.  Priority Obligations
means, as to the Term Loan Priority Collateral, the Term Loan Obligations and
as to the Revolving Credit Priority Collateral, the Revolving Credit
Obligations.  The Existing Notes
Obligations shall not constitute Priority Obligations for any purpose of this
Agreement at any time prior to the Payment in Full of all Term Loan Obligations
and all Revolving Credit Obligations, and all Revolving Credit Obligations and
Term Loan Obligations shall both constitute Priority Obligations as they relate
to the Existing Notes Obligations or the Existing Notes Creditors, or any Liens
in favor of the Existing Notes Creditors, for all purposes of this Agreement.  Priority Secured Creditor
means, as to the Term Loan Priority Collateral, the Term Loan Agent, and as to
the Revolving Credit Priority Collateral, the Revolving Agent.  The Existing Notes Creditors shall not
constitute Priority Secured Creditors for any purpose of this Agreement at any
time prior to the Payment in Full of all Term Loan Obligations and all Revolving
Credit Obligations, and the Term Loan Agent and the Revolving Agent shall both
constitute Priority Security Creditors as they relate to the Existing Notes
Obligations or the Existing Notes Creditors, or any Liens in favor of the
Existing Notes Creditors, for all purposes of this Agreement.  Priority Secured Creditor also means, as to Term Loan
Priority Collateral, to the extent securing Excess Term Obligations, the
Revolving Agent, and as to Revolving Credit Priority Collateral, to the extent
securing Excess Revolving Credit Obligations, the Term Loan Agent.  A Persons rights as a Priority Secured
Creditor described in the second sentence of this definition shall be limited
as set forth in the definition of Secondary Priority Secured Creditor and the
other applicable provisions hereof.  13


Proceedsof
Collateral shall mean: (i) all proceeds, as defined in Article 9 of
the Uniform Commercial Code as in effect in the State of New York from time to
time, (ii) payments or distributions made with respect to such Collateral
and (iii) whatever is receivable or received when such Collateral or
proceeds thereof is sold, leased, licensed, exchanged, collected or otherwise
disposed of, whether such disposition is voluntary or involuntary.  Proceeds shall not include, as to any
Existing Notes Creditor, Proceeds of any Collateral on which the Existing Notes
Creditor do not have a valid and perfected Lien, or on which they may acquire a
Lien in violation of the provisions hereof, including Section 2.4(d) hereof  Refinance, Refinancings and Refinanced
means, in respect of any Obligations, to issue other indebtedness in exchange
or replacement for or the proceeds of which are used to repay such Obligations,
in whole or in part.  Release Documents
has the meaning set forth in Section 2.6.  Release Event
means the taking of any Enforcement Action by a Secured Creditor against all or
any portion of Collateral that is Priority Collateral as to such Secured
Creditor (including a Disposition conducted by any Obligor with the express
written consent of such Secured Creditor during the continuance of an Event of
Default under the relevant Priority Documents) or, after the occurrence and
during the continuance of an Insolvency Proceeding by or against any Obligor,
the entry of an order of the Bankruptcy Court pursuant to Section 363 or
1129 of the Bankruptcy Code (or similar Bankruptcy Law) authorizing the sale of
all or any portion of such Collateral with the support of such Secured
Creditor; provided, that, upon any such sale, the Liens of the Junior
Secured Creditors in the Collateral shall continue as to the Proceeds thereof,
and, subject to any necessary approvals of any applicable Bankruptcy Court,
such Proceeds received are applied as provided in Section 3.8 hereof, .  Revolver Cash Collateral
has the meaning set forth in Section 6.1.  Revolver Purchase Option
Closing Date has the meaning set forth in Section 5.1.  Revolving Agent
means the collateral agent (or the administrative agent acting as collateral
agent) under any Revolving Credit Agreement, and its successors and assigns in
such capacity and, from and after the execution of a Revolving Credit
Substitute Facility, one or more other agents, collateral agents, trustees or
similar contractual representatives for one or more holders of indebtedness or
other Obligations evidenced thereunder or governed thereby and its successors
and assigns in such capacity, but in no event shall any Obligor or Affiliate
thereof be, or appoint, the Revolving Agent.  Revolving Agents Purchase
Notice has the meaning set forth in Section 5.2.  Revolving Credit Agreement
means (a) the initial Revolving Credit Agreement, if any, entered into by
the Company, designated as the Revolving Credit Agreement for purposes of
this Agreement by written notice from the Company to the Term Loan Agent, and
permitted to be entered into under the terms of the Term Loan Credit Agreement
then in effect, and otherwise complying with the provisions hereof and (i) providing
for Liens on no categories of Collateral not subject to the Liens securing the
Term Loan  14


Obligations are granted to secure it unless such
categories of Collateral also secure the Term Loan Obligations; (ii) providing
that no additional Person is obligated on the indebtedness under such Revolving
Credit Agreement unless such additional Person also is or becomes a pari passu
obligor on the Term Loan Obligations; (iii) not including any limitations
on the ability of the Company and the other Obligors to make payments under any
Term Loan Credit Document, (iv) not providing for aggregate extensions of
credit thereunder at any time that exceed the Maximum Revolving Credit
Principal Amount and (v) being subject to the condition that  no Default or Event of Default (as
defined in the Term Loan Credit Agreement as then in effect) exists, and (b) each
Revolving Credit Substitute Facility, if any, in each case as amended,
restated, supplemented, replaced, substituted or Refinanced in accordance with
the terms of this Agreement and permitted to be entered into under the terms of
the Term Loan Credit Agreement then in effect, and otherwise complying with the
provisions hereof and providing for extensions of credit not exceeding the
Maximum Revolving Credit Principal Amount, provided, however, that in each case
in clause (a) and (b) above, (x) the Revolving Agent thereunder
shall have duly executed and delivered to each other party hereto a signed
counterpart of this Agreement and shall be irrevocably and validly entitled
under the terms of such Revolving Credit Agreement to bind the Revolving
Creditors to all of the terms and conditions hereof by such execution and
delivery and (y) in no event shall any Obligor or Affiliate thereof be
permitted to be a Revolving Creditor thereunder.  Revolving Credit Documents
means the Revolving Credit Agreement, if any, all other agreements, documents
and instruments at any time executed and/or delivered by the Company or any
other Person with, to or in favor of the Revolving Agent or any Revolving
Creditor in connection therewith or related thereto, if any, including such
documents evidencing successive Refinancings of the Revolving Credit
Obligations, if any, in each case, as amended, amended and restated,
supplemented, modified, replaced, substituted or renewed from time to time in
accordance with the terms of this Agreement (provided that the  aggregate extensions of credit thereunder at
any time shall not exceed the Maximum Revolving Credit Principal Amount).  Revolving Credit
Obligations means all Obligations as defined in the Revolving
Credit Agreement, if any, provided that the aggregate extensions of credit
thereunder at any time shall not exceed the Maximum Revolving Credit Principal
Amount, and including without limitation all Banking Product Obligations and
Hedging Obligations, all obligations to post cash collateral in respect of
Letters of Credit or indemnities in respect thereof, and all other obligations,
liabilities and indebtedness of every kind, nature and description owing by the
Company to the Revolving Agent and the other Revolving Creditors evidenced by
or arising under one or more of the Revolving Credit Documents (including the
Revolving Loans and letter of credit obligations), whether direct or indirect,
absolute or contingent, joint or several, due or not due, primary or secondary,
liquidated or unliquidated, including principal, interest, charges, fees,
costs, indemnities and reasonable expenses, however evidenced, whether as
principal, surety, endorser, guarantor or otherwise, whether now existing or
hereafter arising, whether arising before, during or after the initial or any
renewal term of the Revolving Credit Agreement and whether arising before,
during or after the commencement of any Insolvency Proceeding with respect to
the Company (and including the payment of interest, fees, costs and other
charges (including default rate interest) which would accrue and become due but
for the commencement of such Insolvency Proceeding, but in the case of default
rate interest and other amounts accruing  15


or payable in excess of basic contract rates specified
in the Revolving Credit Documents, only to the extent such amounts are allowed
in any such Insolvency Proceeding), exclusive of the Excess Revolving Credit
Obligations, which Excess Revolving Credit Obligations, if any, shall be
excluded from (and shall not constitute) Revolving Credit Obligations solely
for purposes of this Agreement.  Revolving Credit
Obligations Purchaser has the meaning set forth in Section 5.1.  Revolving Credit Priority
Collateral means, all present and future right, title and interest
of the Company and each other Obligor in and to the following, whether now
owned or hereafter acquired, existing or arising, and wherever located:  (a)           all
Accounts and Payment Rights (and all Instruments, Chattel Paper,
Letter-of-Credit Rights, Supporting Obligations, and Documents evidencing the
obligation of any account debtor to pay any obligation that constitutes an
Account or Payment Right);  (b)           to the
extent not otherwise included above, all Payment Intangibles, Instruments,
Chattel Paper, Investment Property and Documents, in each case in this clause (b) evidencing,
derived from, constituting or relating to the property described in clause (a) above
or Proceeds or products thereof;  (c)           Money
(other than identifiable Proceeds of Term Loan Priority Collateral), Deposit
Accounts (except for identifiable Proceeds of Term Loan Priority Collateral
contained therein, and other than the Term Loan Priority Collateral Account
(other than identifiable Proceeds of Revolving Credit Priority Collateral
contained therein)), Securities Accounts containing Proceeds of property
described in clause (a) or (b) above (except for identifiable
Proceeds of Term Loan Priority Collateral contained therein) and all lock-boxes
at any bank containing Proceeds of property described in clause (a) or (b) above
(except for identifiable Proceeds of Term Loan Priority Collateral contained
therein, and other than the Term Loan Priority Collateral Account (other than
identifiable Proceeds of Revolving Credit Priority Collateral contained
therein)), including, except as otherwise provided herein, Proceeds of property
described in clause (a) or (b) above consisting of Money and
Certificated Securities, Uncertificated Securities, Securities Entitlements and
Investment Property or other assets credited to or deposited in any such
Deposit Account or Securities Account (including Proceeds of property described
in clause (a) or (b) above constituting cash, cash equivalents,
marketable securities and other funds held in or on deposit in any such Deposit
Account or Securities Account), but excluding in each case above the Term Loan
Priority Collateral Account (other than identifiable Proceeds of Revolving
Credit Priority Collateral contained therein) and identifiable Proceeds of Term
Loan Priority Collateral;  (d)           books,
Records, documents, ledger cards, computer programs, software and other
property, in each case, to the extent related to any of the foregoing; and  (e)           all
Proceeds of any of the Revolving Credit Priority Collateral described in
clauses (a) through (d) above, in any form (including any insurance
proceeds in respect of any or all of the foregoing).  16


Without limitation of the foregoing, property of a type
described in any one or more of the foregoing clauses (a) through (e) and
acquired by an Obligor, or created, after the commencement of an Insolvency
Proceeding with respect to such Obligor, and which, but for the application of Section 552
of the Bankruptcy Code, would constitute Collateral, shall, for the purposes of
this Agreement, nonetheless constitute Revolving Credit Priority Collateral.  Revolving Credit
Refinancing Conditions means that the following conditions must be
met with respect to any applicable amendment, restatement, supplement,
modification, substitution, Refinancing, renewal or replacement of the
Revolving Credit Documents: with respect to any such amendment, restatement,
supplement, modification, substitution, Refinancing, renewal or replacement: (i) in
the case of any secured Refinancing, substantially concurrently with the entry
into of definitive documentation evidencing such indebtedness, the lenders
thereunder shall enter into an intercreditor agreement on terms no less
favorable to the Term Loan Creditors than this Agreement or execute an
Intercreditor Agreement Joinder, (ii) Liens on no categories of Collateral
not subject to the Liens securing the Term Loan Obligations are granted to
secure it unless such categories of Collateral also secure the Term Loan
Obligations; (iii) no additional Person is obligated on such indebtedness
unless such additional Person also is or becomes an obligor on the Term Loan
Obligations; (iv) it does not include any limitations on the ability of
the Company to make payments under any Term Loan Credit Document, (iv) it
does not provide for aggregate extensions of credit thereunder at any time that
exceed the Maximum Revolving Credit Principal Amount and (vi) in the case
of a Refinancing, immediately after giving effect to such Refinancing, no Default
or Event of Default (as defined in the Term Loan Credit Agreement as then in
effect) exists.  Revolving Credit Secured
Claim means any portion of the Revolving Credit Obligations.  Revolving Credit
Substitute Facility means any facility that Refinances the
Revolving Credit Agreement then in existence pursuant to Section 4.2.  For the avoidance of doubt, no Revolving
Credit Substitute Facility shall be required to be a revolving or asset-based
loan facility and may be a facility evidenced or governed by a credit
agreement, loan agreement, note agreement, promissory note, indenture or any
other agreement or instrument; provided that any such Revolving Credit
Substitute Facility shall be subject to the terms of this Agreement for all
purposes set forth herein (including the Lien priorities as set forth herein as
of the date hereof and provided that such facility does not provide for
aggregate extensions of credit thereunder at any time that exceed the Maximum
Revolving Credit Principal Amount ).  Revolving Credit
Termination Date means the date on which all Revolving Credit
Obligations have been Paid in Full.  Revolving Creditors
means , at any time, if any, the Revolving Agent, the Revolving Lenders, the
administrative agent under the Revolving Credit Agreement, the collateral Agent
under the Revolving Credit Agreement, each lender, issuing bank and swingline
lender under the Revolving Credit Agreement, each holder of any Hedging
Obligations and Banking Product Obligations that at the time of the incurrence
of such Hedging Obligations or Banking Product Obligations is a lender under
the Revolving Credit Agreement or an Affiliate thereof and is a secured party
under any Revolving Credit Document, the beneficiaries of each  17


indemnification obligation undertaken by any Obligor
under any Revolving Credit Document, each other Person that provides letters of
credit, guarantees or other credit support related thereto under any Revolving
Credit Document and each other holder of, or obligee in respect of, any
Revolving Credit Obligations (including pursuant to an Revolving Credit
Substitute Facility), in each case to the extent designated as a secured party
under any Revolving Credit Document outstanding at such time, but in no event
shall any Obligor or Affiliate thereof be or become a Revolving Creditor.  Revolving Lenders
means the lenders from time to time party from time to time to a Revolving
Credit Agreement, if any, but in no event shall any Obligor or Affiliate
thereof be or become a Revolving Lender.  Revolving Loans
means the loans, if any, outstanding under the Revolving Credit Documents from
time to time.  Secondary Junior Secured
Creditor means a Junior Secured Creditor of the type described in
the second sentence of the definition of Junior Secured Creditor.  Secondary Priority Secured
Creditor means a Priority Secured Creditor of the type described in
the second sentence of the definition of Priority Secured Creditor.  As more fully set forth in Section 2.1,
(i) the Term Loan Agent in its capacity as Secondary Priority Secured
Creditor shall not take any Enforcement Action or actions hereunder with
respect to the Revolving Credit Priority Collateral prior to the Revolving
Credit Termination Date; and (ii) the Revolving Agent in its capacity as
Secondary Priority Secured Creditor shall not take any Enforcement Action or
other action hereunder with respect to the Term Loan Priority Collateral prior
to the Term Loan Termination Date.  Secured Creditors means the
Term Loan Creditors and the Revolving Creditors and the Existing Notes
Creditors, or any of them.  Senior Adequate Protection
Liens has the meaning set forth in Section 6.2.  Standstill Period
means the period commencing on the date of an Event of Default and ending upon
the date which is the earlier of (a) 180 days after the later of (i) the
date the Junior Secured Creditor has declared an Event of Default under its
Obligation Documents and has accelerated its Junior Obligations and (ii) the
date that the Priority Secured Creditor has received a Junior Lien Default
Notice with respect to such Event of Default stating that the Junior
Obligations have been declared due and payable and (b) the date on which
the Priority Obligations of such Priority Secured Creditor have been Paid in
Full; provided that (i) in the event that as of any day during such
180days, no Event of Default in respect
of the Junior Obligations is continuing, then the Standstill Period shall be
deemed not to have commenced and (ii) the 180 day period specified above
shall be tolled during any period an Insolvency Proceeding has occurred and is
continuing.  Term Lenders
means the Lenders or Term Lenders or Holders or Noteholders (or
comparable term) under and as defined in any Term Loan Credit Agreement.  18


Term Loan
means each term loan or other loan or extension of credit made or outstanding
under the Term Loan Credit Documents from time to time.  Term Loan Agent
means (i) so long as New Notes Obligations are outstanding under the New
Notes Documents, the New Notes Agent, (ii) and after all New Notes
Obligations have been Paid in Full, and so long as Term Loan Obligations are
outstanding under any Term Loan Substitute Facility or the agreements and other
documents securing, guaranteeing, evidencing, governing or otherwise relating
to the foregoing, in each case, as amended, amended and restated, supplemented,
modified, replaced, substituted or renewed from time to time in accordance with
the terms of this Agreement, one or more other agents, collateral agents,
trustees or similar contractual representatives for one or more holders of
indebtedness or other Term Loan Obligations outstanding thereunder or in
respect thereof from time to time.  Term Loan Agents Purchase
Notice has the meaning set forth in Section 5.1.  Term Loan Credit
Agreement means (a) the New Notes
Indenture and (b) upon Payment in Full of the New Notes Obligations
outstanding under the New Notes Indenture, the credit agreement, loan
agreement, note agreement, promissory note, indenture or any other agreement or
instrument primarily evidencing or governing each Term Loan Credit Substitute
Facility, in each case as the same may from time to time be amended, amended and
restated, supplemented, modified, replaced, substituted, renewed or Refinanced
in accordance with the terms of this Agreement.  Term Loan Credit Documents
means the Term Loan Credit Agreement, all New Notes Documents, and all other
agreements, documents and instruments at any time executed and/or delivered by
any Obligor or any other Person with, to or in favor of the Term Loan Agent or
any other Term Loan Creditor in connection therewith or related thereto,
including such documents evidencing successive Refinancings of the Term Loan
Obligations, and any Term Loan Credit Substitute Facility, and all agreements
and other documents securing, guaranteeing, evidencing, governing or otherwise
relating to any of the foregoing, in each case, as amended, amended and
restated, supplemented, modified, replaced, substituted or renewed from time to
time in accordance with the terms of this Agreement.  Term Loan Credit
Substitute Facility means any facility that Refinances the Term
Loan Credit Agreement then in existence pursuant to Section 4.1.  For the avoidance of doubt, the Term Loan
Credit Substitute Facility may be a facility evidenced or governed by a credit
agreement, loan agreement, note agreement, promissory note, indenture or any
other agreement or instrument; provided that any such Term Loan
Substitute Facility shall be subject to the terms of this Agreement for all
purposes set forth herein (including the Lien priorities as set forth herein as
of the date hereof).  Term Loan Creditors
means , at any time, the Term Loan Agent, the Term Lenders, the administrative
agent under the Term Loan Credit Agreement and any other Term Loan Credit
Documents, the collateral agent under the Term Loan Credit Agreement and any
other Term Loan Credit Documents, each lender, noteholder or other creditor
under the Term Loan Credit Agreement, each holder of any Term Loan Hedging
Obligations that at the time of the incurrence of such Hedging Obligations is a
lender or noteholder under the Term Loan Credit  19


Agreement or an Affiliate thereof and is a secured
party under any Term Loan Credit Document, the beneficiaries of each
indemnification obligation undertaken by any Obligor under any Term Loan Credit
Document, and each other holder of, or obligee in respect of, any Term Loan
Obligations (including pursuant to a Term Loan Credit Substitute Facility), in
each case to the extent designated as a secured party under any Term Loan
Credit Document outstanding at such time.  Term Loan Hedging
Obligation means any Hedging Obligations owed by the Borrower to
the Term Loan Creditors or any of their Affiliates pursuant to agreements
entered into in connection with any Term Loan Credit Agreement.  Term Loan Obligations
means all obligations, liabilities and indebtedness of every kind, nature and
description owing by the Company and each other Obligor under the Term Loan
Credit Documents, whether direct or indirect, absolute or contingent, joint or
several, due or not due, primary or secondary, liquidated or unliquidated,
including principal, interest, charges, fees, costs, indemnities and reasonable
expenses, however evidenced, and whether as principal, surety, endorser,
guarantor or otherwise, whether now existing or hereafter arising, whether
arising before, during or after the initial or any renewal term of the Term
Loan Credit Agreement and whether arising before, during or after the
commencement of any Insolvency Proceeding with respect to the Company or any
other Obligor (as such term is defined in the Term Loan Credit Agreement) (and
including the payment of any interest, fees, costs and other charges (including
default rate interest) which would accrue and become due but for the
commencement of such Insolvency Proceeding, but in the case of default rate
interest and other amounts accruing or payable in excess of basic contract
rates specified in the Term Loan Credit Documents, only  to the extent such amounts are allowed in any
such Insolvency Proceeding), exclusive of the Excess Term Obligations, which
Excess Term Obligations shall be excluded from (and shall not constitute) Term
Loan Obligations solely for purposes of this Agreement.  Term Loan Priority
Collateral means all Collateral other than Revolving Credit
Priority Collateral.  Without limitation
of the foregoing, property not of a type described in the definition of Revolving
Credit Priority Collateral, and acquired by an Obligor, or created, after the
commencement of an Insolvency Proceeding with respect to such Obligor, and
which, but for the application of Section 552 of the Bankruptcy Code,
would constitute Collateral, shall, for the purposes of this Agreement,
nonetheless constitute Term Loan Priority Collateral. Notwithstanding the
foregoing, in no event shall property that is otherwise Term Loan Priority
Collateral constitute Revolving Credit Priority Collateral due to the fact that
it was acquired by the Company or any other Obligor with the Proceeds of
Revolving Credit Priority Collateral.  Term Loan Priority Collateral
Account means any deposit account established or maintained by an
Obligor or the Term Loan Agent or any representative of either of the foregoing
for the sole purpose of holding the identifiable Proceeds of any Disposition of
Term Loan Priority Collateral that are required to be held in such account or
accounts pursuant to the terms of any Term Loan Credit Document as in effect on
the date hereof (or any comparable provision of any successor Term Loan Credit
Document).  20


Term Loan Purchase Option
Closing Date has the meaning set forth in Section 5.2.  Term Loan Refinancing
Conditions means that the following conditions must be met with
respect to any applicable amendment, restatement, supplement, modification,
substitution, Refinancing, renewal or replacement of the Term Loan Credit
Documents if a Revolving Credit Agreement then exists and the Revolving Agent
is a party hereto: (i) it has a final maturity no sooner than (unless such
final maturity is more than six months after the stated final maturity of the
Revolving Credit Obligations as in effect on the date hereof) and a weighted
average life (measured as of the date of such amendment, restatement,
supplement, modification, substitution, Refinancing, renewal or replacement) no
less than that applicable to the Term Loan Obligations on the date hereof; (ii) in
the case of any secured Refinancing, substantially concurrently with the entry
into definitive documentation evidencing such indebtedness, the lenders
thereunder shall enter into an intercreditor agreement on terms no less
favorable to the Revolving Creditors than this Agreement or execute an
Intercreditor Agreement Joinder, (ii) Liens on no categories of Collateral
not subject to the Liens securing the Revolving Credit Obligations are granted
to secure it unless such categories of Collateral also secure the Revolving
Credit  Obligations; and (iii) no
additional Person is obligated on such indebtedness unless such additional
Person also is or becomes an obligor on the Revolving Credit Obligations.  Term Loan Secured Claim
means any portion of the Term Loan Obligations.  Term Loan  Termination Date means the date on which all Term Loan
Obligations have been Paid in Full (but shall not be deemed to occur if a Refinancing
of any then existing Term Loan Obligations occurs or a Term Loan Credit
Substitute Facility is entered into in connection with the repayment and
Refinancing of any then existing Term Loan Obligations).  Term Obligations
Purchaser has the meaning set forth in
Section 5.1.  UCC means the
Uniform Commercial Code of any applicable jurisdiction and, if the applicable
jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial
Code as in effect in the State of New York.  UCC Notice has
the meaning set forth in Section 3.2.  The terms Certificated Security,
Commodity Account, Deposit Account, Document, Equipment, Goods, Healthcare Insurance Receivable, Instrument,
Investment Property, Letter-of-Credit Right, Money,
Payment Intangible, Records, Securities Account,
Securities Entitlements, Supporting Obligations and Uncertificated
Securities  have the meanings
ascribed to them in the Uniform Commercial Code as in effect in the State of
New York from time to time.  1.2Certain
Matters of Construction.  The words hereof, herein and hereunder
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement and
section references are to this Agreement unless otherwise specified.  For purposes of this Agreement, the following
additional rules of construction shall apply: (a) wherever from the
context it appears appropriate, each term stated in either the singular or plural
shall include the singular and the  21


plural, and pronouns stated in the masculine, feminine or
neuter gender shall include the masculine, the feminine and the neuter, (b) the
term including shall not be limiting or exclusive, unless specifically
indicated to the contrary, (c) all references to statutes and related
regulations shall include any amendments of same and any successor statutes and
regulations, (d) unless otherwise specified, all references to any
instruments or agreements, including references to any of this Agreement and
the Obligation Documents, shall include any and all amendments or other
modifications thereto and any and all extensions or renewals thereof, and
refinancings and replacements thereof, in each case, made in accordance with
the terms thereof and hereof, and (e) the terms property and asset or properties
and assets shall have the same meaning.  Section 2.Security
Interests; Priorities.  2.1Priorities.  (a)Each
Secured Creditor hereby acknowledges that other Secured Creditors have been, or
may in the future be, granted Liens upon the Collateral to secure their
respective Obligations and hereby consent to such grant.  (b)(i) The
Liens of the Term Loan Agent, the Term Loan Creditors and any agent,
representative or trustee representative acting on behalf of the Term Loan
Agent or Term Loan Creditors on the Term Loan Priority Collateral to the extent
securing (or purporting to secure) the Term Loan Obligations are and shall be
senior in right, priority, operation and effect to the Liens of (x) the
Revolving Agent, the Revolving Creditors and any agent, representative or
trustee acting on behalf of the Revolving Agent or Revolving Creditors on the
Term Loan Priority Collateral and (y) the Existing Notes Agent, the
Existing Notes Creditors and any agent, representative or trustee acting on
behalf of the Existing Notes Agent or Existing Notes Creditors on the Term Loan
Priority Collateral and (ii) such Liens of (x) the Revolving Agent,
the Revolving Creditors and any agent, representative or trustee acting on
behalf of the Revolving Agent or Revolving Creditors, if any, on the Term Loan
Priority Collateral and (y) the Existing Notes Agent, the Existing Notes
Creditors and any agent, representative or trustee acting on behalf of the
Existing Notes Agent or Existing Notes Creditors, in each case above, on the
Term Loan Priority Collateral, in each case above, are and shall be junior and
subordinate in right, priority, operation and effect to the Liens of the Term
Loan Agent, the Term Loan Creditors and any agent, representative or trustee
representative acting on behalf of the Term Loan Agent or Term Loan Creditors
in the Term Loan Priority Collateral to the extent securing (or purporting to
secure) the Term Loan Obligations.  The
Liens of the Term Loan Agent, the Term Loan Creditors and any agent,
representative or trustee representative acting on behalf of the Term Loan
Agent or Term Loan Creditors on the Term Loan Priority Collateral, to the
extent securing (or purporting to secure) Excess Term Obligations, shall be
junior and subordinate to the Liens, if any, of the Revolving Agent, the
Revolving Creditors and any agent, representative or trustee acting on behalf
of the Revolving Agent or Revolving Creditors on the Term Loan Priority
Collateral, to the extent securing Revolving Credit Obligations. The Liens of
the Term Loan Agent, Term Loan Creditors and any agent, representative or
trustee acting on behalf of the Term Loan Agent or Term Loan Creditors on the
Revolving Credit Priority Collateral, to the extent securing (or purporting to
secure) the Term Loan Obligations, shall be senior to the Liens, if any, of the
Revolving Agent, the Revolving Creditors and any agent, representative or
trustee acting  22


on behalf of the Revolving Agent or Revolving Creditors in
the Revolving Priority Collateral, to the extent securing (or purporting to
secure) Excess Revolving Credit Obligations.  The Liens of the Term Loan Agent, the Term Loan Creditors and
any agent, representative or trustee representative acting on behalf of the
Term Loan Agent or Term Loan Creditors on the Revolving Credit Priority
Collateral to the extent securing (or purporting to secure) the Term Loan
Obligations are and shall be senior in right, priority, operation and effect to
the Liens of  the Existing Notes Agent,
the Existing Notes Creditors and any agent, representative or trustee acting on
behalf of the Existing Notes Agent or Existing Notes Creditors on the Revolving
Credit Priority Collateral and such Liens of 
the Existing Notes Agent, the Existing Notes Creditors and any agent,
representative or trustee acting on behalf of the Existing Notes Agent or Existing
Notes Creditors on the Revolving Credit Priority Collateral, in each case
above, are and shall be junior and subordinate in right, priority, operation
and effect to the Liens of the Term Loan Agent, the Term Loan Creditors and any
agent, representative or trustee representative acting on behalf of the Term
Loan Agent or Term Loan Creditors in the Revolving Credit Priority Collateral
to the extent securing (or purporting to secure) the Term Loan Obligations.  (c)(i) The
Liens, if any, of the Revolving Agent, the Revolving Creditors and any agent,
representative or trustee acting on behalf of the Revolving Agent or Revolving
Creditors on the Revolving Credit Priority Collateral to the extent securing
Revolving Credit Obligations shall be senior in right, priority, operation and
effect to the Liens of (x) the Term Loan Agent, Term Loan Creditors and
any agent, representative or trustee acting on behalf of the term Loan Agent or
Term Loan Creditors on the Revolving Credit Priority Collateral and (y) the
Existing Notes Agent, the Existing Notes Creditors and any agent,
representative or trustee acting on behalf of the Existing Notes Agent or
Existing Notes Creditors on the Revolving Credit Priority Collateral and (ii) such
Liens of (x) the Term Loan Agent, Term Loan Creditors and any agent,
representative or trustee acting on behalf of the Term Loan Agent or Term Loan
Creditors and (y) the Existing Notes Agent, the Existing Notes Creditors
and any agent, representative or trustee acting on behalf of the Existing Notes
Agent or Existing Notes Creditors, in each case above, on the Revolving Credit
Priority Collateral, in each case above, are and shall be junior and
subordinate in right, priority, operation and effect to the Liens, if any, of
the Revolving Agent, the Revolving Creditors and any agent, representative or
trustee acting on behalf of the Revolving Agent or Revolving Creditors in the
Revolving Credit Priority Collateral to the extent securing (or purporting to
secure) Revolving Credit Obligations. 
The Liens, if any, of the Revolving Agent, the Revolving Creditors and
any Agent, representative or trustee acting on behalf of the Revolving Agent or
Revolving Creditors on the Revolving Credit Priority Collateral, to the extent
securing (or purporting to secure) Excess Revolving Credit Obligations, shall
be junior and subordinate to the Liens of the Term Loan Agent, Term Loan
Creditors and any agent, representative or trustee acting on behalf of the Term
Loan Agent or Term Loan Creditors on the Revolving Credit Priority Collateral,
to the extent securing (or purporting to secure) Term Loan Obligations. The
Liens, if any, of the Revolving Agent, the Revolving Creditors and any agent,
representative or trustee acting on behalf of the Revolving Agent or Revolving
Creditors on the Term Loan Priority Collateral, to the extent securing (or
purporting to secure) the Revolving Credit Obligations, shall be senior to the
Liens of the Term Loan Agent, Term Loan Creditors and any agent, representative
or trustee acting on behalf of the Term Loan  23


Agent or Term Loan Creditors in the Term Loan Priority
Collateral, to the extent securing (or purporting to secure) Excess Term
Obligations.  The Liens, if any, of the Revolving Agent, the Revolving
Creditors and any agent, representative or trustee representative acting on
behalf of the Revolving Agent or Revolving Creditors on the Term Loan Priority
Collateral to the extent securing (or purporting to secure) the Revolving Credit
Obligations are and shall be senior in right, priority, operation and effect to
the Liens of  the Existing Notes Agent,
the Existing Notes Creditors and any agent, representative or trustee acting on
behalf of the Existing Notes Agent or Existing Notes Creditors on the Term Loan
Priority Collateral and such Liens of 
the Existing Notes Agent, the Existing Notes Creditors and any agent,
representative or trustee acting on behalf of the Existing Notes Agent or
Existing Notes Creditors on the Term Loan Priority Collateral, in each case
above, are and shall be junior and subordinate in right, priority, operation
and effect to the Liens, if any, of the Revolving Agent, the Revolving
Creditors and any agent, representative or trustee representative acting on behalf
of the Revolving Agent or Revolving Creditors in the Term Loan Priority
Collateral to the extent securing (or purporting to secure) the Revolving
Credit Obligations.  (d)The
priorities of the Liens provided in this Section 2.1 shall not be
altered or otherwise affected by any amendment, modification, supplement,
extension, renewal, restatement, replacement or Refinancing of any of the
Obligations, by any action or inaction which any of the Secured Creditors may
take or fail to take in respect of any Collateral or, except as expressly
contemplated hereby, by the release of any Collateral or the release of any of
the guarantees of any of the Obligations.  (e)All
rights, powers and priorities of the Term Loan Agent as a Primary Priority
Secured Creditor are senior and superior to the rights, powers and priorities
of the Revolving Agent as a Secondary Priority Secured Creditor, and all
rights, powers and priorities of the Term Loan Agent and the other Term Loan
Creditors as secured creditors in respect of the Collateral are senior and
superior to all rights, however arising, of the Existing Notes Creditors as
secured creditors in respect of the Collateral. 
The Revolving Agent as a Secondary Priority Secured Creditor shall
exercise no rights, powers or remedies as a Priority Secured Creditor so long
as the Term Loan Obligations have not been Paid in Full (without prejudice to
its rights as a Junior Secured Creditor under Section 3).  The Existing Notes Creditors shall exercise
no rights, powers or remedies as secured parties in respect of the Collateral
so long as the Term Loan Obligations have not been Paid in Full.  If at any time no Revolving Credit Agreement
shall be in effect, the Term Loan Agent shall be entitled to act a Primary
Priority Secured Creditor in respect of the Term Loan Priority Collateral and
the Revolving Credit Priority Collateral for all purposes of this Agreement.  (f)All
rights, powers and priorities of the Revolving Agent as a Primary Priority
Secured Creditor are senior and superior to the rights, powers and priorities
of the Term Loan Agent as a Secondary Priority Secured Creditor, and all
rights, powers and priorities of the Revolving Agent and the other Revolving
Creditors as secured creditors in respect of the Collateral are senior and
superior to all rights, however arising, of the Existing Notes Creditors as
secured creditors in respect of the Collateral. The Term Loan Agent as a
Secondary Priority Secured Creditor shall exercise no rights, powers or
remedies as a Priority Secured Creditor so  24


long as the Revolving Credit Obligations have not been Paid
in Full (without prejudice to its rights as a Junior Secured Creditor under Section 3).  The Existing Notes Creditors shall exercise
no rights, powers or remedies as secured parties in respect of the Collateral
so long as the Revolving Credit Obligations have not been Paid in Full.  (g)All
rights, powers and priorities of the Term Loan Agent as a Primary Junior
Secured Creditor are senior and superior to the rights, powers and priorities
of the Revolving Agent as a Secondary Junior Secured Creditor.  The Revolving Agent as a Secondary Junior
Secured Creditor shall exercise no rights, powers or remedies as a Junior
Secured Creditor so long as the Term Loan Obligations have not been Paid in
Full, but at all times the Revolving Agent as a Secondary Junior Secured
Creditor shall have the obligations and responsibilities of a Junior Secured
Creditor.  (h)All
rights, powers and priorities of the Revolving Agent as a Primary Junior
Secured Creditor are senior and superior to the rights, powers and priorities
of the Term Loan Agent as a Secondary Junior Secured Creditor.  The Term Loan Agent as a Secondary Junior
Secured Creditor shall exercise no rights, powers or remedies as a Junior
Secured Creditor so long as the Revolving Credit Obligations have not been Paid
in Full, but at all times the Term Loan Agent as a Secondary Junior Secured
Creditor shall have the obligations and responsibilities of a Junior Secured
Creditor.  2.2No
Alteration of Priority.  The priorities set forth in this Agreement in
respect of Collateral are applicable irrespective of the order, time, method or
manner of the creation, attachment, or perfection, or the order or time of
filing or recordation of any document or instrument, or other method of
perfecting a Lien in favor of each Secured Creditor in any Collateral, and
notwithstanding any conflicting terms or conditions that may be contained in
any of the Obligation Documents, any provision of any agreement, document,
instrument or applicable law and notwithstanding any subsequent failure to
maintain perfection of the Lien in favor of the applicable Secured Creditor,
provided that there has been an initial valid perfection of the Lien in such
Collateral as to the relevant Secured Creditor under applicable law.  The parties hereto acknowledge and agree that
it is their intention that the Collateral securing the Revolving Credit Obligations
and the Collateral securing the Term Loan Obligations as of the date hereof be
identical in all material respects (except with respect to priorities as set
forth in Section 2.1 hereof) and, in furtherance of such intent,
the parties hereto agree:  (a) to
cooperate in good faith in order to determine, upon any request by the
Revolving Agent or the Term Loan Agent, the specific assets included in the
Collateral securing their respective Obligations, the steps taken to perfect
the Liens thereon and the identity of the respective parties obligated under
any Obligation Document, and (b) any Lien obtained by any Secured Creditor
in respect of any judgment obtained in respect of any obligations shall be
subject in all respects to the terms of this Agreement.  The parties hereto further acknowledge and
agree that it is their intention that the Collateral securing the Revolving
Credit Obligations and the Collateral securing the Term Loan Obligations
include at all times all of the Collateral securing the Existing Notes
Obligations (subject to the priorities as set forth in Section 2.1
hereof) and, in furtherance of such intent, the Existing Notes Creditors
agree:  (a) to cooperate in good
faith in order to determine, upon any request by the Revolving Agent or the
Term Loan Agent, the specific assets included in the Collateral securing the
Existing Notes Obligations, the steps taken to perfect the Liens thereon and
the identity of the respective parties obligated under any Obligation Document
and (b) any  25


Lien obtained by any Existing Notes Creditor in respect of
any judgment obtained in respect of any obligations shall be subject in all
respects to the terms of this Agreement.. 
The parties hereto further acknowledge and agree that it is not their
intention that the Collateral securing the Existing Notes Obligations include
all Collateral securing the Revolving Credit Obligations and the Term Loan
Obligations, and that there may be Collateral securing the Revolving Credit
Obligations and the Term Loan Obligations that does not secure  the Existing Notes Obligations , including
without limitation as contemplated by Section  2.4(d)  2.3Perfection; Contesting Liens.Each Secured Creditor shall be
solely responsible for creating, perfecting and maintaining the perfection of
its Lien in the Collateral in which such Secured Creditor has been or is
intended to be granted a Lien, provided that pursuant to the Existing
Notes Documents and New Notes Documents, the Obligors party to such agreements
have agreed to be solely responsible for creating, perfecting and maintaining
Liens in the Collateral which secure the Existing Note Obligations or New Notes
Obligations, as the case may be.  The
foregoing provisions of this Agreement are intended solely to govern the
respective Lien priorities as among the Secured Creditors in respect of
Collateral and shall not impose on any Secured Creditor any obligations in
respect of the Disposition of Proceeds or any Collateral that would conflict
with prior perfected claims therein in favor of any other Person or any order
or decree of any court or governmental authority or any applicable law.  Each Secured Creditor agrees that it will not
(a) institute, join in or support any contest of the validity, perfection,
priority or enforceability of the Liens granted to, or purported to be granted
to, any other Secured Creditor in the Collateral (or any property purported to
be included in the Collateral), including, without limitation, any equity
interests in, or any assets of, any New License Subsidiary or any proceeds
thereof, or the enforceability of the Term Loan Obligations or the Revolving
Credit Obligations (provided that nothing in this Agreement shall be
construed to prevent or impair the rights of the Term Loan Agent or the Revolving
Agent to enforce this Agreement); or (b) prior to payment in full of the
Term Loan Obligations, assert any right as an unsecured creditor or, in the
case of the Existing Notes Creditors, a secured creditor, in, to or under any
equity interests in, or any assets of, any New License Subsidiary or any
proceeds thereof.  2.4Limitation
on New Liens.  (a)The
parties hereto acknowledge that, as of the date hereof, (i) the Liens of
the Term Loan Agent under the Term Loan Credit Documents do not encumber any
assets of any Obligor which assets are not subject to a Lien of the Revolving
Agent under the Revolving Credit Documents (unless as of the date hereof there
are no Revolving Credit Documents in effect) and (ii) the Liens of the
Revolving Agent under the Revolving Credit Documents, if any, do not encumber
any assets of any Obligor which assets are not subject to a Lien of the Term
Loan Agent under the Term Loan Credit Documents and (iii) the Liens of the
Existing Notes Creditors under the Existing Notes Documents do not encumber any
assets of any Obligor which assets are not subject to a Lien of the Term Loan
Agent under the Term Loan Credit Documents and a Lien of the Revolving Agent
under the Revolving Credit Documents (unless as of the date hereof there are no
Revolving Credit Documents in effect).  (b)During
any period when Revolving Credit Obligations are outstanding and until such
Revolving Credit Obligations have been Paid in Full, no Term Loan Creditor
shall acquire after the initial closing date under the Term Loan Credit
Agreement any Lien on any  26


assets of any Obligor securing any Term Loan Obligation which
assets are not also subject to the Lien, if any shall then exist, of the
Revolving Agent under the Revolving Credit Documents, unless the Revolving
Agent shall be notified thereof and shall have had an opportunity to create a
Lien thereon comparable to the Lien thereon in favor of the Term Loan
Creditors, provided that, notwithstanding the foregoing, if the Revolving Agent
shall have had an opportunity to create such a comparable Lien and shall have
failed to do so beyond 30 days after the later of (x) the date it receives
notice thereof and (y) the date it has the opportunity to create such
comparable Lien, the Term Loan Creditors shall nevertheless be entitled to
create and maintain such Lien on such assets though they are not also subject
to the Lien of the Revolving Agent under the Revolving Credit Documents.  Such Liens, if created in favor of the Term
Loan Agent or Term Loan Creditors and the Revolving Agent or Revolving
Creditors shall be subject to the Lien priorities set forth herein.  If any Term Loan Creditor shall acquire or
hold any Lien on any assets of any Obligor securing any Term Loan Obligation
which assets are not also subject to the Lien of the Revolving Agent under the
Revolving Credit Documents (other than by reason of the failure of the
Revolving Agent or the other Revolving Creditors to obtain such a Lien as
contemplated by the first sentence hereof), subject to the Lien priorities set
forth herein, then the Term Loan Agent (or the relevant Term Loan Creditor)
shall, without the need for any further consent of any other Term Loan Creditor
and notwithstanding anything to the contrary in any other Term Loan Credit
Document be deemed to also hold and have held, and the applicable Obligors
hereby grant in favor of the Revolving Agent for the benefit of the Revolving
Creditors as security for the Revolving Credit Obligations, such a comparable
Lien for the benefit of the Revolving Agent as security for the Revolving
Credit Obligations (subject to the Lien priorities set forth herein and other
terms hereof) and the Company shall promptly notify the Revolving Agent in
writing of the existence of such Lien.  (c)Until
the Term Loan Obligations have been Paid in Full, no Revolving Creditor shall
acquire after the initial closing date under the Revolving Credit Agreement any
Lien on any assets of any Obligor securing any Revolving Credit Obligation
which assets are not also subject to the Lien of the Term Loan Agent under the
Term Loan Credit Documents, unless the Term Loan Agent shall be notified
thereof and shall have had an opportunity to create a Lien thereon comparable
to the Lien thereon in favor of the Revolving Loan Creditors, provided that,
notwithstanding the foregoing, if the Term Loan Agent shall have had an
opportunity to create such a comparable Lien and shall have failed to do so
beyond 30 days after the later of (x) the date it receives notice thereof
and (y) the date it has the opportunity to create such comparable Lien,
the Revolving Loan Creditors shall nevertheless be entitled to create and
maintain such Lien on such assets though they are not also subject to the Lien
of the Term Loan Agent under the Term Loan Credit Documents.  Such Liens, if created in favor of the Term
Loan Agent or Term Loan Creditors and the Revolving Agent or Revolving
Creditors shall be subject to the Lien priorities set forth herein.  If any Revolving Creditor shall acquire or
hold any Lien on any assets of any Obligor securing any Revolving Credit
Obligation which assets are not also subject to the Lien of the Term Loan Agent
under the Term Loan Credit Documents (other than by reason of the failure of
the Term Loan Agent or the other Term Loan Creditors to obtain such a Lien as
contemplated by the first sentence hereof), subject to the Lien priorities set
forth herein, then the Revolving Agent (or the relevant Revolving Creditor)
shall, without the need for any further consent of any other Revolving Creditor
and notwithstanding anything to the contrary in any other Revolving Credit
Document be deemed to also hold and have held, and the applicable Obligors
hereby grant in favor of the Term Loan Agent for the benefit of the Term Loan  27


Creditors as security for the Term Loan Obligations, such a
comparable Lien for the benefit of the Term Loan Agent as security for the Term
Loan Obligations (subject to the Lien priorities set forth herein and other
terms hereof) and the Company shall promptly notify the Term Loan Agent in
writing of the existence of such Lien.  (d)No
Existing Notes Creditor shall, after the date hereof, acquire any Lien on (i) any
assets of any Obligor that do not at such time secure the Term Loan Obligations
and, if then outstanding, the Revolving Credit Obligations, or (ii) any
equity interests in, or any assets of, any New License Subsidiary or any
proceeds thereof.  2.5Proceeds
of Collateral.  Subject to the proviso to the first sentence
of Section 6.5, any Non-Priority Collateral or Proceeds thereof
received by any Secured Creditor including, without limitation, any such
Non-Priority Collateral constituting Proceeds, or any payment or Distribution,
that may be received by any Secured Creditor (a) in connection with the
exercise of any right or remedy (including any right of setoff) with respect to
Non-Priority Collateral, (b) in connection with any insurance policy claim
or any condemnation award (or deed in lieu of condemnation) as to Non-Priority
Collateral, (c) from the collection or other Disposition of, or
realization on, Non-Priority Collateral, whether or not pursuant to an
Insolvency Proceeding or (d) in violation of this Agreement, shall be
segregated and held in trust and promptly paid over to the Priority Secured
Creditor, in the same form as received, with any necessary endorsements, and
each Junior Secured Creditor hereby authorizes the Priority Secured Creditor to
make any such endorsements as agent for such Junior Secured Creditor (which
authorization, being coupled with an interest, is irrevocable).  In furtherance of the foregoing, any
Collateral or Proceeds thereof received by any Existing Notes Creditor
including, without limitation, any such Collateral constituting Proceeds, or
any payment or Distribution, that may be received by any Existing Notes
Creditor (a) in connection with the exercise of any right or remedy
(including any right of setoff) with respect to any Collateral, (b) in
connection with any insurance policy claim or any condemnation award (or deed
in lieu of condemnation) as to any Collateral, (c) from the collection or
other Disposition of, or realization on, any Collateral, whether or not
pursuant to an Insolvency Proceeding or (d) in violation of this
Agreement, shall be segregated and held in trust and promptly paid over to the
Priority Secured Creditor, in the same form as received, with any necessary
endorsements, and each Existing Notes Creditor hereby authorizes the Priority
Secured Creditor to make any such endorsements as agent for such Existing Notes
Creditor (which authorization, being coupled with an interest, is
irrevocable).  The Term Loan Agent, on
behalf of itself and the Term Loan Creditors, and the Existing Notes Agent, on
behalf of itself and the Existing Notes Creditors, each acknowledges and agrees
that the Revolving Credit Agreement includes a revolving commitment and that in
the ordinary course of business Revolving Agent will apply Proceeds of
Revolving Credit Priority Collateral in accordance with the terms thereof
(which may not permanently reduce such revolving commitment) and may make
advances thereunder from time to time, and may apply Proceeds of Term Loan
Priority Collateral not required pursuant to the provisions of the Term Loan
Credit Documents as in effect on the date hereof or this Agreement to be paid
over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit
Obligations in the ordinary course.  The
Existing Notes Agent, on behalf of itself and the Existing Notes Creditors,
acknowledges and agrees that the Revolving Credit Agreement includes a
revolving commitment and that in the ordinary course of business Revolving
Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance
with the terms thereof (which may not permanently reduce such  28


revolving commitment) and may make advances thereunder from
time to time, and may apply Proceeds of Term Loan Priority Collateral not
required pursuant to the provisions of the Term Loan Credit Documents as in
effect on the date hereof or this Agreement to be paid over to the Term Loan
Agent or Term Loan Creditors to repay Revolving Credit Obligations in the
ordinary course.  The Revolving Agent, on
behalf of itself and the Revolving Creditors, acknowledges and agrees that the
Term Loan Credit Agreement contains provisions requiring prepayment of the Term
Loan Obligations and that the Obligors may continue to make such prepayments of
Term Loan Obligations notwithstanding any provision to the contrary in the
Revolving Credit Agreement or other Revolving Credit Documents.  The Existing Notes Agent, on behalf of itself
and the Existing Notes Creditors, acknowledges and agrees that Collateral and
Proceeds thereof may be applied to repayment or prepayment of the Revolving
Credit Obligations and Term Loan Obligations in accordance with the provisions
thereof, and prior to payment of the Existing Notes Obligations notwithstanding
any contrary provision in any Existing Notes Document.  2.6Release
of Collateral Upon Permitted Collateral Sale.  Each Junior Secured Creditor shall at any
time in connection with any Permitted Collateral Sale of Collateral that, as to
such Junior Secured Creditor, is Non-Priority Collateral and that is made free
and clear of the Liens of the Priority Secured Creditors (such Lien continuing
as to Proceeds):  (a) upon the
request of the Priority Secured Creditor as to such Collateral subject to such
Permitted Collateral Sale, release or otherwise terminate its Liens on such
Collateral (provided that such Lien shall continue as to Proceeds
thereof), (b) promptly deliver such terminations of financing statements,
partial lien releases, mortgage satisfactions and discharges, endorsements,
assignments or other instruments of transfer, termination or release
(collectively, Release Documents) and take such
further actions as the Priority Secured Creditor shall reasonably require in
order to release and/or terminate such Junior Secured Creditors Liens on such
Collateral subject to such Permitted Collateral Sale (but not the Proceeds of
such Collateral), and (c) be deemed to have consented under the applicable
Obligation Documents to such Permitted Collateral Sale free and clear of the
Junior Secured Creditors security interest (it being understood that the
Junior Secured Creditor shall still, subject to the terms of this Agreement,
have a security interest with respect to the Proceeds of such Collateral) and
to have waived the provisions of the applicable Obligation Documents to the
extent necessary to permit such transaction.  2.7Release
of Collateral Upon Release Event.  The Junior Secured Creditor shall, at any
time in connection with a Release Event with respect to any Collateral that, as
to such Junior Secured Creditor, is Non-Priority Collateral:  (a) upon the request of the Priority
Secured Creditor with respect to such Collateral subject to such Release Event
(which request will specify the principal proposed terms of the sale and the
type and amount of consideration expected to be received in connection
therewith), release or otherwise terminate its Liens on such Collateral (provided
that such Lien shall continue as to Proceeds thereof), to the extent the
Disposition of such Collateral is either by (i) the Priority Secured
Creditor or its agents or representatives or (ii) any Obligor with the
consent of the Priority Secured Creditor, (b) be deemed to have consented
under the applicable Obligation Documents to such Disposition free and clear of
the Junior Secured Creditors Liens (it being understood that the Junior
Secured Creditor shall still, subject to the terms of this Agreement, have a
security interest with respect to the Proceeds of such Collateral) and to have
waived the provisions of the applicable Obligation Documents to the extent
necessary to permit such transaction and (c) deliver such Release  29


Documents and take such further actions as Priority Secured
Creditor may reasonably require in connection therewith; provided that
such release by the Junior Secured Creditor shall not extend to, or otherwise
affect any of the rights of the Junior Secured Creditor to, the Proceeds from
any such Disposition of such Collateral subject to the provisions hereof.  2.8Power
of Attorney.  As to any Collateral that, as to any Junior
Secured Creditor, is Non-Priority Collateral, such Junior Secured Creditor
hereby irrevocably constitutes and appoints the Priority Secured Creditor as to
such Collateral and any officer of such Priority Secured Creditor, with full
power of substitution, as its true and lawful attorney-in-fact with full
irrevocable power and authority in the place and stead of the Junior Secured
Creditor and in the name of the Junior Secured Creditor or in such Priority
Secured Creditor own name, from time to time in such Priority Secured Creditor
discretion, for the purpose of carrying out the terms of Sections 2.6
and 2.7 hereof, to take any and all appropriate action and to execute
any and all documents and instruments which may be necessary or desirable to
accomplish the purposes of such Sections, including any Release Documents, and,
in addition, to take any and all other appropriate and commercially reasonable
action for the purpose of carrying out the terms of such Sections, all subject
to the limitations set forth therein, such power of attorney being coupled with
an interest and irrevocable until the Term Loan Termination Date, if the Junior
Secured Creditor is the Revolving Agent, or the Revolving Credit Termination
Date, if the Junior Secured Creditor is the Term Loan Agent.  The Junior Secured Creditor hereby ratifies
all that said attorneys shall lawfully do or cause to be done pursuant to the
power of attorney granted in this Section 2.8 if done in accordance
with the provisions hereof.  No Person to
whom this power of attorney is presented, as authority for the Priority Secured
Creditor to take any action or actions contemplated hereby, shall be required
to inquire into or seek confirmation from any Junior Secured Creditor as to the
authority of the Priority Secured Creditor to take any action described herein,
or as to the existence of or fulfillment of any condition to this power of
attorney, which is intended to grant to the Priority Secured Creditor the
authority to take and perform the actions contemplated herein.  The Junior Secured Creditor irrevocably
waives any right to commence any suit or action, in law or equity, against any
Person that acts in reliance upon or acknowledges the authority granted under
this power of attorney.  2.9Waiver.  Each Secured
Creditor (a) subject to the requirement that the Company shall be required
to designate by written notice to the Term Loan Agent any Revolving Credit
Agreement for purposes hereof, as contemplated hereby, waives any and all
notice from any Secured Creditor of the creation, renewal, extension or accrual
of any of the Obligations under the Obligation Documents and notice of or proof
of reliance by the Secured Creditors upon this Agreement and protest, demand
for payment or notice except to the extent otherwise specified herein and (b) acknowledges
and agrees that the other Secured Creditors have relied upon the Lien priority
and other provisions hereof in entering into the Obligation Documents and in
making funds available to the Company, subject to the provisions hereof.  2.10Notice
of Interest In Collateral.  This Agreement, and the execution and
delivery by any party hereto to the other parties hereto, is intended, in part,
to constitute an authenticated notification of a claim by each Secured Creditor
to the other Secured Creditors of an interest in the Collateral in accordance
with the provisions of Sections 9-611 and 9-621 of the UCC.  30


Section 3.Enforcement
of Security.  3.1No
Duties of Priority Secured Creditor.  Each Junior Secured Creditor acknowledges and
agrees that the Priority Secured Creditor shall not have any duties or other
obligations to such Junior Secured Creditor with respect to any Priority
Collateral, other than to transfer to such Junior Secured Creditor (other than
any Existing Notes Creditor, until such time as all Revolving Credit
Obligations and all Term Loan Obligations shall have been Paid in Full) any
remaining Collateral that constitutes Non-Priority Collateral and any Proceeds
of the sale or other disposition of any such Collateral that constitutes
Non-Priority Collateral remaining in its possession following the Payment in
Full of the associated Priority Obligations, or in the case of the Existing
Notes Creditors as Junior Secured Creditors, all Priority Obligations, in each
case without representation or warranty on the part of the Priority Secured
Creditor.  In furtherance of the
foregoing, each Junior Secured Creditor acknowledges and agrees that until the
Payment in Full of the associated Priority Obligations secured by any
Collateral on which such Junior Secured Creditor holds a Lien, the Priority
Secured Creditor shall be entitled, for the benefit of the holders of such
Priority Obligations, to sell, transfer or otherwise dispose of or deal with
such Collateral, as provided in the Priority Documents but in no event
inconsistent with the other provisions of this Agreement, without regard to any
junior Lien or any rights to which the holders of the Junior Obligations would
otherwise be entitled as a result of such Lien, except as otherwise provided
herein.  Without limiting the foregoing,
each Junior Secured Creditor agrees that the Priority Secured Creditor shall
not have any duty or obligation first to sell, dispose of or otherwise
liquidate all or any portion of such Priority Collateral (or any other
collateral securing the Priority Obligations), in any manner that would
maximize the return to such Junior Secured Creditor, notwithstanding that the
order and timing of any such realization, sale, disposition or liquidation may
affect the amount of proceeds actually received by such Junior Secured Creditor
from such realization, sale, disposition or liquidation.  Following the Payment in Full of the
associated Priority Obligations, or in the case of the Existing Notes Creditors
as Junior Secured Creditor, all Priority Obligations, the Junior Secured
Creditor may, subject to any other agreements binding on such Junior Secured
Creditor, assert their rights under the New York UCC or otherwise to any
Proceeds remaining following a sale, disposition or other liquidation of
Collateral by, or on behalf of, the Priority Secured Creditor or the Junior
Secured Creditor.  Each Junior Secured
Creditor waives any claim such Junior Secured Creditor may now or hereafter
have against the Priority Secured Creditor arising out of any actions that the
Priority Secured Creditor takes or omits to take (including actions with
respect to the creation, perfection or continuation of Liens on any Collateral,
actions with respect to the foreclosure upon, sale, release or depreciation of,
or failure to realize upon, any of the Collateral, and actions with respect to
the collection of any claim for all or any part of the Priority Obligations
from any account debtor, guarantor or any other party) in accordance with this
Agreement and the Priority Documents, or arising out of the collection of the
Priority Obligations or the valuation, use, protection or release of any
security for the Priority Obligations if effected in accordance with this
Agreement and the Priority Documents.  3.2Management
of Collateral.  Subject to the other terms and conditions of
this Agreement, each Priority Secured Creditor shall have the exclusive right
to manage, perform and enforce the terms of the applicable Obligation Documents
with respect to its Priority Collateral, to exercise and enforce all privileges
and rights thereunder according to its sole discretion and the exercise of its
sole business judgment, including the exclusive right to take or  31


retake control or possession of such Priority Collateral and
to hold, prepare for sale, process, Dispose of, or liquidate such Priority
Collateral and to incur expenses in connection with such Disposition and to
exercise all the rights and remedies of a secured lender under the UCC of any
applicable jurisdiction.  In conducting any
public or private sale under the UCC of its Priority Collateral, the Priority
Secured Creditor shall give the Junior Secured Creditor such notice (a UCC Notice) of such sale as may be required by the
applicable UCC; provided, however, that 10 days notice shall be
deemed to be commercially reasonable notice. 
Except as specifically provided in this Section 3.2 or Section 3.4
below, notwithstanding any rights or remedies available to a Junior Secured
Creditor under any of the applicable Obligation Documents, applicable law or
otherwise, no Junior Secured Creditor shall, directly or indirectly, take any
Enforcement Action with respect to Collateral that, as to such Junior Secured
Creditor, is Non-Priority Collateral; provided that, subject
at all times to the provisions of Section 2, upon the expiration of
the applicable Standstill Period, a Junior Secured Creditor (other than any
Existing Notes Creditor) may take any Enforcement Action as to such Collateral
(provided that it gives the Priority Secured Creditor at least 10
Business Days written notice prior to taking such Enforcement Action); provided,
further, that notwithstanding the expiration of the Standstill Period or
anything herein to the contrary, in no event shall any Junior Secured Creditor
take any Enforcement Action or exercise or continue to exercise any such rights
or remedies, or commence or petition for any such action or proceeding
(including any foreclosure action or proceeding or any Insolvency Proceeding)
as to its Non-Priority Collateral if either (i) an Insolvency Proceeding
occurs and is continuing or (ii) the Priority Secured Creditor shall have
commenced the enforcement or exercise of any rights or remedies with respect to
more than a de minimis portion of such Non-Priority Collateral, or with respect
to any of such Non-Priority Collateral as to which the Junior Secured Creditor
has commenced an Enforcement Action, as applicable, or commenced any such
action or proceeding (including, without limitation, any of the following (if
undertaken and pursued to consummate a Disposition of such Collateral within a
commercially reasonable time): the solicitation of bids from third parties to
conduct the liquidation of all or any material portion of such Collateral, the
engagement or retention of sales brokers, marketing agents, investment bankers,
accountants, auctioneers or other third parties for the purpose of valuing,
marketing, promoting or selling all or any material portion of such Collateral,
the notification of account debtors to make payments to the Priority Secured
Creditor or its agents, the initiation of any action to take possession of all
or any material portion of such Collateral or the commencement of any legal
proceedings or actions against or with respect to the foreclosure and sale of
all or any material portion of such Collateral), or the diligent attempt in
good faith to vacate any stay prohibiting an Enforcement Action with respect to
all or any material portion of such Collateral or diligently attempting in good
faith to vacate any stay prohibiting an Enforcement Action.  3.3Notices
of Default.  Each Secured Creditor shall give to the other
Secured Creditors prior to or substantially concurrently with the giving
thereof to any Obligor (a) a copy of any written notice by any Secured
Creditor of an Event of Default under any of its Obligation Documents or a
written notice of demand for payment from any Obligor and (b) a copy of
any written notice sent by such Secured Creditor to any Obligor stating such
Secured Creditors intention to exercise any material enforcement rights or
remedies against such Obligor, including written notice pertaining to any
foreclosure on all or any material part of its Priority Collateral or other
judicial or non-judicial remedy in respect thereof, and any legal process
served or filed in connection therewith; provided that the failure of
any Secured Creditor to give such required  32


notice shall not result in any liability to such Secured
Creditor or affect the enforceability of any provision of this Agreement,
including the relative priorities of the Liens of the Secured Creditors as
provided herein, and shall not affect the validity or effectiveness of any such
notice as against the Company or any other Obligor; provided, further,
that the foregoing shall not in any way impair any claims that any Secured
Creditor may have against any other Secured Creditor as a result of any failure
of any Secured Creditor to provide a UCC Notice in accordance with the
provisions of this Agreement and applicable law (including without limitation
any liability that any Secured Creditor may have to any other Secured Creditor
as a result of any such failure).  3.4Permitted
Actions; Restricted Prepayments.  Section 3.2 shall not be
construed to limit or impair in any way the right of:  (i) any Secured Creditor (other than any
Existing Notes Creditor) to bid for or purchase Collateral at any private or
judicial foreclosure upon such Collateral initiated by any Secured Creditor, (ii) any
Secured Creditor to join (but not control) any foreclosure or other judicial
lien enforcement proceeding with respect to the Collateral initiated by another
Secured Creditor for the sole purpose of protecting such Secured Creditors
Lien on the Collateral, so long as it does not delay or interfere with the
exercise by such other Secured Creditor of its rights under this Agreement, the
Obligation Documents and under applicable law and (iii) the Junior Secured
Creditor to exercise any rights expressly granted to them under this Agreement,
subject to the provisions hereof, and to receive any remaining proceeds of
Collateral that as to such Junior Secured Creditor is Non-Priority Collateral
after the Priority Obligations have been Paid in Full.  No Existing Notes Creditor shall exercise any
right to credit bid its Existing Notes Obligations, or claims in respect
thereof, at any private or judicial foreclosure upon such Collateral initiated
by any Secured Creditor.  3.5Collateral InPossession.  (a)Each
of the Revolving Agent and the Term Loan Agent and the Existing Notes Agent
hereby acknowledges that, to the extent that it holds, or a third party holds
on its behalf, physical possession of or has control (as defined in the UCC)
over Collateral for purposes of perfecting its Lien therein, such possession or
control is also for the benefit of, and the Revolving Agent and the Term Loan
Agent and the Existing Notes Agent, or such third party on its behalf, as
applicable, will be deemed to be holding such Collateral as agent for, the Term
Loan Agent and the other Term Loan Creditors or the Revolving Agent and the
other Revolving Creditors and the Existing Notes Agent and the other Existing
Notes Creditors, as applicable, as agent and bailee for perfection, solely to
the extent required to perfect their security interests in such
Collateral.  Nothing in the preceding
sentence shall be construed to impose any duty on the Revolving Agent or the
Term Loan Agent or Existing Notes Agent (or any third party acting on either
such Persons behalf) with respect to such Collateral or provide the Term Loan
Agent, any other Term Loan Creditor, the Revolving Agent or any other Revolving
Creditor, or the Existing Notes Agent or any other Existing Notes Creditor, as
applicable, with any rights with respect to such Collateral beyond those
specified in this Agreement, the Revolving Credit Documents and the Term Loan
Credit Documents and the Existing Notes Documents, as applicable.  Promptly following the Term Loan Termination
Date or Revolving Credit Termination Date, as the case may be, the Term Loan
Agent or the Revolving Agent, as the case may be, shall, upon the request of
the Revolving Agent or the Term Loan Agent, as the case may be, deliver, or
cause any third party holding such Collateral on its behalf to deliver, the
remainder of the Collateral, if  33


any, in its possession to the designee of the requesting
Secured Creditor (except as may otherwise be required by applicable law or
court order).  Promptly following the
later of the Term Loan Termination Date and the Revolving Credit Termination
Date, the Term Loan Agent or the Revolving Agent, as the case may be, shall,
upon the request of the Existing Notes Agent, deliver, or cause any third party
holding such Collateral on its behalf to deliver, the remainder of the
Collateral, if any, in its possession to the designee of the Existing Notes
Creditor (except as may otherwise be required by applicable law or court
order).  (b)It
is understood and agreed that this Section 3.5 is intended solely
to assure continuous perfection of the Liens granted under the applicable
Obligation Documents, and nothing in this Section 3.5 shall be
deemed or construed as altering the priorities or obligations set forth
elsewhere in this Agreement.  The duties
of each party under this Section 3.5 shall be mechanical and
administrative in nature, and no party shall have, or be deemed to have, by
reason of this Agreement or otherwise a fiduciary relationship in respect of
the other party.  3.6Waiver
of Marshalling and Similar Rights.  Each Secured Creditor, to the fullest extent
permitted by applicable law, waives as to each other Secured Creditor any
requirement regarding, and agrees not to demand, request, plead or otherwise
claim the benefit of, any marshalling, appraisement, valuation or other similar
right that may otherwise be available under applicable law.  3.7Insurance
and Condemnation Awards.  So long as the Term Loan Termination Date has
not occurred, the Term Loan Agent, and so long as the Revolving Credit
Termination Date has not occurred, the Revolving Agent, shall have the
exclusive right, subject to the rights of the Company under the applicable
Obligation Documents, to settle and adjust claims in respect of its Priority
Collateral under policies of insurance and to approve any award granted in any
condemnation or similar proceeding, or any deed in lieu of condemnation, in
respect of its Priority Collateral. 
After the occurrence of the Term Loan Termination Date, the Revolving
Agent, and after the occurrence of the Revolving Credit Termination Date, the
Term Loan Agent, shall have the exclusive right, subject to the rights of the
Company under the applicable Obligation Documents, to settle and adjust claims
in respect of its Non-Priority Collateral under policies of insurance and to
approve any award granted in condemnation or similar proceeding, or any deed in
lieu of condemnation, in respect of its Non-Priority Collateral.  Prior the later of the Term Loan Termination
Date and the Revolving Credit Termination Date, the Existing Loan Creditors
shall have no right to settle or adjust claims in respect of its Non-Priority
Collateral under policies of insurance or to approve any award granted in
condemnation or similar proceeding, or any deed in lieu of condemnation, in
respect of its Non-Priority Collateral.  3.8Application
of Proceeds of Priority Collateral.  (a)  Notwithstanding the Lien priorities
established pursuant hereto as between the Revolving Creditors and the Term
Loan Creditors, the parties hereto agree that the Proceeds of Term Loan
Priority Collateral shall be distributed to satisfaction of the Term Loan
Obligations and the Revolving Credit Obligations until Paid in Full, according
to the priority of application set forth below:  34


(i)FIRST,
to the fees and expenses of, and reimbursements and indemnification owed to,
the Term Loan Agent under this Agreement and under the Term Loan Credit
Documents to which it is a party that are unpaid as of the applicable date of
receipt of such Proceeds, and to any Secured Creditor that has theretofore
advanced or paid any such fees and expenses of, and reimbursements and
indemnification owed to, the Term Loan Agent in respect of the Term Loan
Priority Collateral, in an amount equal to the amount thereof so advanced or
paid by such Secured Creditor,  (ii)SECOND,
to the pro rata payment of the then unpaid Term
Loan Obligations and Revolving Credit Obligations (pro rata
based on the aggregate outstanding amount thereof as of the date of payment
after giving pro forma effect to any substantially simultaneous application of
Proceeds of Revolving Credit Priority Collateral to satisfaction of the
Revolving Credit Obligations), until Paid in Full,  (iii)THIRD,
to the payment of the Existing Notes Obligations then due and owing, and  (iv)FOURTH,
to the Company and the other Obligors or their successors or assigns, as their
interests may appear, or to whosoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct.  (b)  In accordance with the Lien priorities established
pursuant hereto as between the Revolving Creditors, the Term Loan Creditors and
the Existing Notes Creditors, the parties hereto agree that the Proceeds of
Revolving Credit Priority Collateral shall be distributed to satisfaction of
the Revolving Credit Obligations, the Term Loan Obligations and the Existing
Notes Obligations until Paid in Full, according to the priority of application
set forth below:  (i)FIRST,
to the fees and expenses of, and reimbursements and indemnification owed to,
the Revolving Agent under this Agreement and under the Revolving Credit
Documents to which it is a party that are unpaid as of the applicable date of
receipt of such Proceeds, and to any Secured Creditor that has theretofore
advanced or paid any such fees and expenses of, and reimbursements and
indemnification owed to, the Revolving Agent in respect of the Revolving Credit
Priority Collateral, in an amount equal to the amount thereof so advanced or
paid by such Secured Creditor,  (ii)SECOND,
to the payment of the then unpaid Revolving Credit Obligations (after giving
pro forma effect to any substantially simultaneous application of Proceeds of Term
Loan Priority Collateral to satisfaction of the Revolving Credit Obligations),
until Paid in Full,  (iii)THIRD,
to the payment of the then unpaid Term Loan Obligations, until Paid in Full,  (iv)FOURTH,
to the payment of the Existing Notes Obligations then due and owing, and  35


(v)FIFTH,
to the Company and the other Obligors or their successors or assigns, as their
interests may appear, or to whosoever may be lawfully entitled to receive the
same or as a court of competent jurisdiction may direct.  Section 4.Covenants  4.1Amendment
of Term Loan Credit Documents.  The Term Loan Creditors may at any time and
from time to time and without consent of or notice to the Revolving Agent or
any other Revolving Creditor or the Existing Notes Agent or any other Existing
Notes Creditor, without incurring any liability to the Revolving Agent or any
other Revolving Creditor or the Existing Notes Agent or any other Existing
Notes Creditor, and without impairing or releasing any rights or obligations
hereunder or otherwise, amend, restate, supplement, modify, substitute,
Refinance, renew or replace any or all of the Term Loan Credit Documents; provided,
however, that Term Loan Creditors agree, solely for the benefit of the
Revolving Agent and the other Revolving Creditors and not for the benefit of
the Existing Notes Creditors, that they shall not amend, restate, supplement,
modify, substitute, Refinance, renew or replace any or all of the Term Loan
Credit Documents in any manner that would violate the Term Loan Refinancing
Conditions and shall not impose any mandatory prepayments not in existence in
the Term Loan Credit Documents as in effect on the date hereof.  4.2Amendments
to Revolving Credit Documents.  The Revolving Creditors may at any time and
from time to time and without consent of or notice to any Term Loan Creditor,
without incurring any liability to the Term Loan Agent or any other Term Loan
Creditor and without impairing or releasing any rights or obligations hereunder
or otherwise, amend, restate, supplement, modify, substitute, Refinance, renew
or replace any or all of the Revolving Credit Documents; provided, however,
that the Revolving Creditors agree, solely for the benefit of the Term Loan
Agent and the other Term Loan Creditors and not for the benefit of the Existing
Notes Creditors, that they shall not amend, restate, supplement, modify,
substitute, Refinance, renew or replace any or all of the Revolving Credit
Documents in any manner that would violate the Revolving Credit Refinancing
Conditions.  4.3Amendments
to Existing Notes Documents.  The Existing Notes Creditors may at any time
and from time to time and without consent of or notice to any Term Loan
Creditor or Revolving Creditor, without incurring any liability to the Term
Loan Agent or any other Term Loan Creditor or the Revolving Agent or any other
Revolving Creditor and without impairing or releasing any rights or obligations
hereunder or otherwise, amend, restate, supplement, modify, substitute,
Refinance, renew or replace any or all of the Existing Notes Documents; provided,
however, that Existing Notes Creditors shall not amend, restate,
supplement, modify, substitute, Refinance, renew or replace any or all of the
Existing Notes Documents in any manner that would violate the Existing Notes
Refinancing Conditions.  4.4Enforcement
Actions by Junior Secured Creditors.  Each Junior Secured Creditor shall give the
Priority Secured Creditor at least 10 Business Days written notice prior to
taking any Enforcement Action as to any Collateral that, as to such Junior
Secured Creditor, is Non-Priority Collateral, which notice may be given during
the pendency of any Standstill Period. 
Notwithstanding the foregoing, the Existing Notes Creditors shall not
take any Enforcement  36


Action as to any Collateral prior to Payment in Full of all
Revolving Credit Obligations and all Term Loan Obligations.  4.5Legend;
Authority.  Term Loan Agent and Revolving Agent and
Existing Notes Agent agree to causeTerm Loan
Credit Agreement, the Revolving Credit Agreement and the Existing Notes
Indenture, respectively, and each
related mortgage and each other security document, to contain the following
legend:  THIS [AGREEMENT][INDENTURE] AND THE RIGHTS OF THE PARTIES
HEREUNDER ARE SUBJECT TO THE PROVISIONS OF THE OMNIBUS INTERCREDITOR AGREEMENT
DATED AS OF DECEMBER 7, 2009, BETWEEN [                      ]
AND THE OTHER CREDITORS PARTY THERETO FROM TIME TO TIME, AND THE [COMPANY AND
THE GUARANTORS][COMPANY AND THE OTHER [GRANTORS][OBLIGORS]], AS AMENDED OR
OTHERWISE MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF.  Notwithstanding the foregoing, if the jurisdiction in which
any of the foregoing documents will be filed prohibits the inclusion of any
language above or would prevent a document containing any such language from
being recorded, the parties hereto, agree, prior to such document being entered
into, to negotiate in good faith replacement language stating that the Liens
granted under such document are subject to the provisions of this Agreement.  Term Loan Agent and Revolving Agent and Existing Notes Agent
agree to cause the Term Loan Credit Agreement, the Revolving Credit Agreement
and the Existing Notes Indenture, respectively, to contain the following
provision:  The [Lenders][Holders][other applicable term], [by their
acceptance of the [Notes]][by their execution and delivery hereof], hereby
irrevocably authorize and direct the [Agent][Trustee][other applicable
term]  to enter into the Omnibus
Intercreditor Agreement [as defined herein] on behalf of the
[Agent][Trustee][other applicable term] and the 
[Lenders][Holders][other applicable term], and agree to be bound by the
provisions thereof as if they were direct signatories thereof, and to take all
actions required to be taken by them in accordance with the provisions thereof,
and to otherwise comply therewith, and irrevocably authorize and direct the
[Agent][Trustee][other applicable term] to take all actions on its or the
[Lenders][Holders][other applicable term] behalf as are necessary to comply
with the provisions thereof.The rights and remedies of the
[Agent][Trustee][other applicable term], on behalf of the
[Lenders][Holders][other applicable term], under this [Agreement][Indenture]
shall be subject to the Omnibus Intercreditor Agreement as in effect from time
to time.  In the event of any conflict
between the terms of the Omnibus Intercreditor Agreement and this
[Agreement][Indenture], the terms of the Omnibus Intercreditor Agreement shall
govern and control.  Section 5.Purchase
Options  5.1Term
Loan Agent Purchase Option.  (a)Purchase
Notice. 
The Term Loan Creditors, acting through the Term Loan Agent as a single
group, shall have the option to purchase from the Revolving Agent all but  37


not less than all of the Revolving Credit Obligations at any
time following the (i) acceleration of the Revolving Credit Obligations or
termination of the commitment thereunder, (ii) the first commencement of
an Enforcement Action by Revolving Agent with respect to a material portion of
the Revolving Credit Priority Collateral or (iii) the commencement of any
Insolvency Proceeding.  The Revolving
Agent shall promptly deliver to the Term Loan Agent notice of the first to
occur of the events described in clauses (i), (ii) or (iii) of this
paragraph (a).  The Term Loan Agent (on
behalf of the exercising Term Loan Creditors (the Revolving
Credit Obligations Purchaser)) shall exercise this option by giving
written notice (the Term Loan  Agents Purchase Notice) of its election to the Revolving
Agent within ten (10) Business Days following the delivery to the Term
Loan Agent of such notice.  The Term Loan
Agents Purchase Notice, once delivered, shall be irrevocable and shall not be
subject to withdrawal or rescission.  (b)Purchase
Option Closing.  On the date specified by Term Loan Agent in
the Term Loan Agents Purchase Notice (which shall not be less than 3 Business
Days nor more than 15 Business Days after delivery to the Revolving Agent of
the Term Loan Agents Purchase Notice) (the Revolver
Purchase Option Closing Date),
Revolving Creditors shall sell to Revolving Credit Obligations Purchaser and
the Revolving Credit Obligations Purchaser shall purchase from Revolving
Creditors the Revolving Credit Obligations, without recourse, representation or
warranty(except as set forth in Section 5.1(e) below).  (c)Purchase
Price. 
Such purchase and sale shall be made by execution and delivery by the
applicable parties of an assignment agreement in form and substance reasonably
satisfactory to all such parties.  On the
Revolving Purchase Option Closing Date, the Revolving Credit Obligations
Purchasershall (i) pay to the Revolving
Agent as the purchase price an amount equal to 100% of the Revolving Credit
Obligations outstanding on the date of payment to Revolving Agent (including,
without limitation, all unpaid interest, fees and any other charges accruing
after the commencement of a bankruptcy, insolvency or liquidation proceeding,
to the extent such amounts are allowed or are recoverable pursuant to Section 506
of the Bankruptcy Code or otherwise) other than Revolving Credit Obligations
cash collateralized in accordance with clause (ii) below, then
outstanding and unpaid, (ii) furnish cash collateral to Revolving Agent in
such amounts as Revolving Agent determines is reasonably necessary to secure
Revolving Agent in connection with any issued and outstanding Letters of Credit
constituting Revolving Credit Obligations (but not in any event in an amount
greater than 105% of the aggregate undrawn amount of such Letters of Credit)
and any costs, expenses and indemnification obligations not yet due and payable
but with respect to which a claim has been threatened or asserted in writing
under any Obligation Document, (iii) agree to reimburse Revolving
Creditors for any loss, cost, damage or expense (including reasonable attorneys
fees and legal expenses) in connection with any commissions, fees, costs or
expenses related to any issued and outstanding letters of credit and any checks
or other payments provisionally credited to the Revolving Credit Obligations,
and/or as to which Revolving Creditors have not yet received final payment and (iv) assume
any then existing loan commitment thereunder. The purchase price shall be
remitted by wire transfer or immediately available funds to such bank account
of the Revolving Agent as the Revolving Agent may designate in writing to Term
Loan Agent for such purpose.  Interest
shall be calculated to but excluding the Business Day on which such purchase
and sale shall occur if the amounts so paid by the Revolving Credit Obligations
Purchaser to the bank account designated by the Revolving Agent are received in
such bank account prior to 2:00 p.m. New York time.  Subject to the provisions of Section 5.1(d),
following  38


the consummation of such purchase, the Revolving Credit Obligations
Purchaser shall be entitled to all rights and benefits under the Revolving
Credit Documents to which the Revolving Creditors were entitled immediately
prior to consummation of such purchase, including the right to receive fee
income, expense reimbursement and indemnification.  All cash collateral and other amounts
delivered or paid pursuant to clause (ii) of the preceding sentence in
excess of amounts finally determined to be necessary to satisfy all
reimbursements, costs, expenses and indemnification obligations owing in
respect of items referred to in such clause (ii) shall be repaid to the
Revolving Credit Obligations Purchaser for distribution pro rata to the Persons
who paid such amounts to the Revolving Agent pursuant to such clause (ii).  (d)Survival
of Indemnification Rights; Excess Revolving Credit Obligations.  Notwithstanding the
foregoing provisions of this Section 5.1, (i) no sale of the
Revolving Credit Obligations shall terminate or impair any Obligors
obligations to indemnify the Revolving Creditors pursuant to the Revolving
Credit Documents, all of which indemnity obligations shall survive any such
sale or assignment as an unsecured obligation of such Obligor; (ii) as
between any Obligor and the Revolving Creditors, no such indemnification
obligations shall be amended or modified without the Revolving Agents prior
written consent; and (iii) Revolving Creditors shall retain all rights
under the Revolving Credit Documents with respect to Excess Revolving Credit
Obligations, but shall have no right to exercise any such rights until all
Revolving Credit Obligations and Term Loan Obligations have been Paid in Full,
unless the Term Loan Agent shall otherwise agree and any such exercise must
otherwise comply with the terms of this Agreement.  (e)Representations
and Warranties.  Such purchase and sale shall be expressly
made with the following representations and warranties by the Revolving
Creditors:  (i)  the amount of the
Revolving Credit Obligations being purchased (including the principal of and
accrued and unpaid interest on and fees, including breakage fees and other
charges in connection with, such Revolving Credit Obligations), and the extent
of any existing loan commitment thereunder, (ii) that the Revolving
Creditors own the Revolving Credit Obligations being purchased free and clear
of any liens granted by the Revolving Creditors or Revolving Agent, and (iii) the
Revolving Creditors have the full right and power to assign the Revolving
Credit Obligations being purchased and such assignment has been duly authorized
by all necessary action by Revolving Agent.  (f)Early
Termination Fee.If any early termination fee, prepayment
premium, yield maintenance or similar fee is provided for under the Revolving
Credit Documents at the time of the purchase and sale under this Section 5.1
but is not yet due and payable under the Revolving Credit Documents and
otherwise due as part of the purchase price under Section 5.1(c),
Term Loan Creditors agree not to modify or reduce such fee and, if such fee
becomes due and payable within 90 days after such purchase and sale, Term Loan
Creditors shall remit such fee to Revolving Agent as and when such fee is paid
by Company or such other Obligors.  5.2Revolving
Agent Purchase Option  (a)Purchase
Notice. 
Revolving Creditors shall have the option to purchase from the Term Loan
Creditors all but not less than all of the Term Loan Obligations at any time  39


following (i) Term Loan Agent or Term Loan Creditors
have accelerated the maturity of all or a material portion of the Term Loan
Obligations, (ii) the commencement of an Enforcement Action by Term Loan
Agent with respect to a material portion of the Term Loan Priority Collateral, (iii) the
commencement of any Insolvency Proceeding, or (iv) the extension of the
final maturity date of the Term Loan Obligations.  The Term Loan Agent shall promptly deliver to
the Revolving Agent notice of the first to occur of the events described in
clauses (i), (ii), (iii) or (iv) of this paragraph (a). Revolving
Agent (on behalf of the exercising Revolving Creditors (the Term  Obligations Purchaser))
shall exercise this option by giving written notice (the Revolving
Agents  Purchase Notice)
of its election to Term Loan Agent within ten (10) Business Days following
the delivery of such notice.  The
Revolving Agents Purchase Notice, once delivered, shall be irrevocable and
shall not be subject to withdrawal or rescission.  (b)Purchase
Option Closing.  On the date specified by Revolving Agent in
the Purchase Notice (which shall not be less than 3 Business Days nor more than
15 Business Days after delivery to the Term Loan Agent of the Revolving Agents
Purchase Notice) (the Term Loan Purchase Option
Closing Date), Term Loan Creditors shall sell to the Term
Obligations Purchaser, and Term Obligations Purchaser shall purchase from Term
Loan Creditors the Term Loan Obligations, without recourse, representation or
warranty(except as set forth in Section 5.2(e) below).  (c)Purchase
Price. 
Such purchase and sale shall be made by execution and delivery by the
applicable parties of an assignment agreement in form and substance reasonably
satisfactory to all such parties.  On the
Term Loan Purchase Option Closing Date, the Term Obligations Purchaser shall (i) pay
to the Term Loan Agent, for the benefit of the Term Loan Creditors, as the
purchase price an amount equal to 100% of the Term Loan Obligations outstanding
on the date of payment to Term Loan Agent (including, without limitation, all
unpaid interest, fees and any other charges accruing after the commencement of
a bankruptcy, insolvency or liquidation proceeding, to the extent such amounts
are allowed or are recoverable pursuant to Section 506 of the Bankruptcy
Code or otherwise) other than Term Loan Obligations cash collateralized in
accordance with clause (ii) below, then outstanding and unpaid and (ii) furnish
cash collateral to Term Loan Agent in such amounts as Term Loan Agent
determines is reasonably necessary to secure Term Loan Agent in connection with
any Term Loan Hedging Obligation and any costs, expenses and indemnification
obligations not yet due and payable but with respect to which a claim has been
threatened or asserted in writing under any Obligation Document. The purchase
price shall be remitted by wire transfer or immediately available funds to such
bank account of the Term Loan Agent, for the benefit of the Term Loan
Creditors, as Term Loan Agent may designate in writing to Revolving Agent for
such purpose.  Interest shall be
calculated to but excluding the Business Day on which such purchase and sale
shall occur if the amounts so paid by the Term Obligations Purchaser to the
bank account designated by Term Loan Agent are received in such bank account
prior to 2:00 p.m. New York time. 
Subject to the provisions of Section 5.2(d), following the
consummation of such purchase, the Term Obligations Purchaser shall be entitled
to all rights and benefits under the Term Loan Credit Documents to which the
Term Loan Creditors were entitled immediately prior to consummation of such
purchase, including the right to receive fee income, expense reimbursement and
indemnification.  All cash collateral and
other amounts delivered or paid pursuant to clause (ii) of the preceding sentence
in excess of amounts finally determined to be necessary to satisfy all
reimbursements, costs, expenses and indemnification obligations owing in
respect of items  40


referred to in such clause (ii) shall be repaid to the
Term Obligations Purchaser for distribution pro rata to the Persons who paid
such amounts to the Term Loan Agent pursuant to such clause (ii).  (d)Survival
of Indemnification Rights; Excess Term Loan Obligations.  Notwithstanding the
foregoing provisions of this Section 5.2, (i) no sale of the
Term Loan Obligations shall terminate or impair any Obligors obligations to
indemnify the Term Loan Creditors pursuant to the Term Loan Credit Documents,
all of which indemnity obligations shall survive any such sale or assignment as
an unsecured obligation of such Obligor; (ii) as between any Obligor and
the Term Loan Creditors, no such indemnification obligations shall be amended
or modified without Term Loan Creditors prior written consent;and (iii) Term Loan Creditors shall retain all rights
under the Term Loan Credit Documents with respect to Excess Term Obligations
but shall have no right to exercise any such rights until all Term Loan
Obligations and Revolving Credit Obligations have been Paid in Full, unless
Revolving Agent shall otherwise agree, and any such exercise must otherwise
comply with the terms of this Agreement.  (e)Representations
and Warranties.  Such purchase and sale shall be made without representation
or warranty of any kind by Term Loan Creditors and without recourse to
Revolving Agent, except for the following representations and warranties by the
Term Loan Creditors:  (i)  the
amount of the Term Loan Obligations being purchased (including the principal of
and accrued and unpaid interest on and fees, including other charges in
connection with, such Term Loan Obligations), and the extent of any existing
loan commitment thereunder, (ii) that the Term Loan Creditors own the Term
Loan Obligations being purchased free and clear of any liens granted by the
Term Loan Creditors or Term Loan Agent, and (iii) each of the Term Loan
Creditors has the full right and power to assign the Term Loan Obligations
being purchased and such assignment has been duly authorized by all necessary
action by the Term Loan Creditors.  (f)Early
Termination Fee.If any early termination fee, prepayment
premium, yield maintenance or similar fee is provided for under the Term Loan
Credit Documents at the time of the purchase and sale under this Section 5.2
but is not yet due and payable under the Term Loan Credit Documents and
otherwise due as part of the purchase price under Section 5.2(c),
the Revolving Creditors agree not to modify or reduce such fee and, if such fee
becomes due and payable within 90 days after such purchase and sale, Revolving
Creditors shall remit such fee to the Term Loan Agent as and when such fee is
paid by Company or such other Obligors.  5.3Existing
Notes Purchase Option.Existing Notes Creditors shall not have any option to
purchase from the Term Loan Creditors or the Revolving Creditors any of the
Term Loan Obligations or the Revolving Credit Obligations, respectively, at any
time.  Section 6.Bankruptcy
Matters.  6.1Post
Petition Financing; Cash Collateral.  (a)If
any Obligor or Obligors shall become subject to Insolvency Proceedings and such
Obligor or Obligors as debtor(s)-in-possession (or a trustee appointed on
behalf of such  41


Obligor or Obligors) shall move for approval of financing (DIP Financing) to be provided by one or more of the
Revolving Creditors (or to be provided by another person or group with the
consent of the Revolving Agent) under the Bankruptcy Code (Revolving Creditor
DIP Financing) or the use of cash collateral that is Revolving
Credit Priority Collateral (Revolver Cash Collateral)
with the consent (or non-objection) of the Revolving Creditors under the
Bankruptcy Code, and the Revolving Agent on behalf of the Revolving Creditors
consents (or does not object) to such use of Revolver Cash Collateral or
Revolving Creditor DIP Financing, then subject
to Section 6.2, the Term Loan Creditors and the Existing
NotesCreditorsagree as follows:  (i)adequate
notice to Term Loan Creditors and the Existing NotesCreditorsfor such Revolving Creditor DIP Financing or use of Revolver
Cash Collateral shall be deemed to have been given to the Term Loan Creditors
and the Existing NotesCreditorsif the Term Loan Agent and
the Existing Notes Agent, as applicable, receives at least 5 Business Days
notice in advance of the hearing to approve such Revolving Creditor DIP
Financing or Revolver Cash Collateral on an interim basis and at least 15 days
in advance of the hearing to approve such Revolving Creditor DIP Financing or
use of Revolver Cash Collateral on a final basis,  (ii)subject
to the satisfaction of the conditions in clause (iii)(A), (B) and (C) below,
such Revolving Creditor DIP Financing (and any Revolving Credit Obligations
which arose prior to the Insolvency Proceeding) may be secured by Liens on all
or a part of the Revolving Credit Priority Collateral which shall be superior
in priority to the Liens on the Revolving Credit Priority Collateral held by
any other Person (or pari passuin
priority with the Liens of the Revolving Creditors in the Revolving Credit
Priority Collateral securing the Revolving Credit Obligations and senior to the
Liens on the Revolving Credit Priority Collateral of any other Person), and  (iii)so
long as (A) the aggregate principal amount of loans and letter of credit
obligations outstanding under any such Revolving Creditor DIP Financing,
together with the outstanding principal amount of the pre-petition Revolving
Credit Obligations, does not exceed the Maximum Revolving Credit Principal
Amount plus $3,000,000,(B) the
Term Loan Creditors and the Existing NotesCreditorsretain a Lien on the Revolving Credit Priority Collateral (including proceeds
thereof arising after the commencement of such proceeding) with the same
priority as existed prior to the commencement of the case under the Bankruptcy
Code or similar Bankruptcy Law (junior in priority as to Revolving Credit
Priority Collateral securing such Revolving Creditor DIP Financing and junior
in priority as to Revolving Credit Priority Collateral securing the Revolving
Credit Obligations, including Senior Adequate Protection Liens and junior to
any carve-out agreed to by the Revolving Agent or other Revolving Creditors
(and in the case of the Existing Notes Creditors junior in priority as to
Revolving Credit Priority Collateral to the Liens thereon securing the Term
Loan Obligations)) and (C) the Term Loan Creditors and the Existing NotesCreditorsreceive a replacement Lien on post-petition assets, with the
same priority as existed prior to the commencement of the case under the
Bankruptcy Code or similar Bankruptcy Law (junior in priority to the Liens
securing such Revolving Creditor DIP Financing, to any such carve-out and to
the existing Liens in favor of the Revolving Agent on the  42


Revolving
Credit Priority Collateral, and in the case of the Existing Notes Creditors
junior in priority to the Liens on the Revolving Credit Priority Collateral
securing the Term Loan Obligations),  (1)the
Term Loan Creditors and the Existing NotesCreditorswill not request or accept adequate protection or any other relief in
connection with the use of such Revolver Cash Collateral or the Liens on
Revolving Credit Priority Collateral securing such Revolving Creditor DIP
Financing except as set forth in Section 6.2 below,  (2)the
Term Loan Creditors and the Existing NotesCreditorswill subordinate (and will be deemed hereunder to have subordinated) their Liens
in their Non-Priority Collateral (X) to the Liens securing such Revolving
Creditor DIP Financing on the same terms (but on a basis junior to the Liens in
Priority Collateral of the Revolving Creditors and, in the case of the Existing
Loan Creditors, to the Liens of the Term Loan Creditors in such Revolving
Credit Priority Collateral) as the Liens of the Revolving Creditors in their
Priority Collateral are subordinated thereto (and, in the case of the Existing
Loan Creditors, to the Liens of the Term Loan Creditors in such Revolving
Credit Priority Collateral) (except that if the Liens securing such Revolving
Creditor DIP Financing are to be pari passu in
priority with the Liens of the Revolving Creditors in the Revolving Credit
Priority Collateral securing the Revolving Credit Obligations, the Term Loan
Creditors and the Existing NotesCreditorsshall
nonetheless subordinate their Liens in such Non-Priority Collateral to such
Liens  (and, in the case of the Existing
Loan Creditors, to the Liens of the Term Loan Creditors in such Revolving
Credit Priority Collateral) and such subordination will not alter in any manner
the terms of this Agreement), (Y) to any Senior Adequate Protection Liens
or replacement Liens granted to the Revolving Creditors (and, in the case of
the Existing Loan Creditors, to any Senior Adequate Protection Liens or replacement
Liens granted to the Term Loan Creditors) as adequate protection of their
interests in their Priority Collateral (or, in the case of the Term Loan
Creditors in relation to the Existing Notes Creditors, as adequate protection
of the Term Loan Creditors interests in any Collateral), and (Z) to any carve-out
in an aggregate amount agreed to by the Revolving Agent or the other Revolving
Creditors , provided that such carve-out shall be applied to the
Revolving Credit Priority Collateral, whether such Collateral existed before or
after the petition date, and  (3)the Term Loan Creditors and the Existing Notes Creditors (X) shall
not contest or oppose in any manner, any Revolving Creditor DIP Financing, or
any Revolver Cash Collateral use or any adequate protection provided to the
Revolving Creditors as adequate protection of their interests in their Priority
Collateral, (Y) shall be deemed to have waived any objections to such
adequate protection, Revolving Creditor DIP Financing or Revolver Cash
Collateral use, including, without
limitation, any objection alleging Obligors failure to provide adequate
protection of the interests of the Term Loan Creditors or the Existing Notes
Creditors and (Z) shall be deemed to have  43


consented to the carve-out and to the subordination of the Liens of the
Term Loan Agent and the Existing Notes Agent in the Revolving Credit Priority
Collateral that secures the Revolving Credit DIP Financing, in each case
pursuant to clause (2) above.  (b)If
any Obligor or Obligors shall become subject to Insolvency Proceedings and such
Obligor or Obligors as debtor(s)-in-possession (or a trustee appointed on
behalf of such Obligor or Obligors) shall move for approval of DIP Financing to
be provided by one or more of the Term
Loan Creditors or by a third party under the Bankruptcy Code (Term
Loan Creditor DIP Financing) or the use of cash collateral that
is Term Loan Priority Collateral
(Term Loan Cash Collateral) with the consent
(or non-objection) of the Term Loan Creditors
under the Bankruptcy Code, and the Term Loan Agent on behalf of the Term Loan
Creditors consents (or does not object) to such use of the Term Loan Cash
Collateral or Term Loan Creditor DIP Financing, then subject to Section 6.2, the Revolving Creditors and
the Existing Notes Creditors agree as follows:  (i)adequate
notice to Revolving Creditors and the Existing Notes Creditors for such Term
Loan Creditor DIP Financing or use of Term
Loan Cash Collateral shall be deemed to have been given to the Revolving
Creditors and the Existing Notes Creditors if the Revolving Agent and the and
the Existing Notes Agent receives notice at least 5 Business Days in advance of
the hearing to approve such Term Loan Creditor
DIP Financing or Term Loan Cash
Collateral on an interim basis and at least 15 days in advance of the hearing
to approve such Term Loan Creditor
DIP Financing or use of Term Loan Cash
Collateral on a final basis,  (ii)subject
to the satisfaction of the conditions in clause (iii)(A), (B) and (C) below,
such Term Loan Creditor DIP
Financing (and any Term Loan Obligations
which arose prior to the Insolvency Proceeding) may be secured by Liens on all
or a part of the Term Loan Priority
Collateral which shall be superior in priority to the Liens on the Term Loan Priority Collateral held by
any other Person (or pari passu in
priority with the Liens of the Term Loan Priority Collateral securing the Term
Loan Liens and senior to the Liens of any other Person), and  (iii)so
long as (A) the aggregate principal amount of loans and letter of credit
accommodations outstanding under any such Term Loan Creditor DIP Financing, together with the outstanding
principal amount of the pre-petition Term
Loan Obligations, does not exceed the Maximum Term Loan Principal Amount plus $20,000,000,(B) the
Revolving Creditors and the Existing Notes Creditors retain a Lien on the Term Loan Priority Collateral
(including proceeds thereof arising after the commencement of such proceeding)
with the same priority as existed prior to the commencement of the case under
the Bankruptcy Code or similar Bankruptcy Law (junior in priority as to Term Loan Priority Collateral securing
such Term Loan Creditor DIP
Financing or Term Loan Obligations,
including Senior Adequate Protection Liens and junior to any carve-out agreed
to by the Term Loan Agent or
other Term Loan Creditors (and
in the case of the Existing Notes Creditors junior in priority as to Term Loan
Priority Collateral to the Liens thereon securing the Revolving Credit
Obligations)) and (C) the Revolving Creditors and the Existing NotesCreditorsreceive a replacement  44


Lien on
post-petition assets, with the same priority as existed prior to the
commencement of the case under the Bankruptcy Code or similar Bankruptcy Law
(junior in priority to the Liens securing such Term Loan Creditor DIP Financing, to any such carve-out and to
the existing Liens in favor of the Term
Loan Agent on the Term Loan Priority
Collateral (and in the case of the Existing Notes Creditors junior in priority
to the Liens on the Term Loan Priority Collateral securing the Revolving Credit
Obligations)),  (1)the
Revolving Creditors and the Existing NotesCreditorswill not request or accept adequate protection or any other relief in
connection with the use of such Term
Loan Cash Collateral or the Liens on Term Loan Priority Collateral securing such Term Loan Creditor DIP Financing
except as set forth in Section 6.2 below,  (2)the
Revolving Creditors and the Existing NotesCreditorswill subordinate (and will be deemed hereunder to have subordinated) their
Liens in their Non-Priority Collateral (X) to the Liens securing such Term Loan Creditor DIP Financing on
the same terms (but on a basis junior to the Liens in Priority Collateral of
the Term Loan Creditors and, in
the case of the Existing Loan Creditors, to the Liens of the Revolving
Creditors in such Term Loan Priority Collateral) as the Liens of the Term Loan Creditors in their Priority
Collateral are subordinated thereto (and, in the case of the Existing Loan
Creditors, to the Liens of the Revolving Creditors in such Term Loan Priority
Collateral)(except that if the Liens securing such Term Loan Creditor DIP
Financing are to be pari passu in
priority with the Liens of the Term Loan 
Creditors in the Term Loan Priority Collateral securing the Term Loan
Obligations, the Revolving Creditors and the Existing Notes Creditors shall
nonetheless subordinate their Liens in such Non-Priority Collateral to such
Liens  (and, in the case of the Existing
Loan Creditors, to the Liens of the Revolving Creditors in such Term Loan
Priority Collateral) and such subordination will not alter in any manner the
terms of this Agreement), (Y) to any Senior Adequate Protection Liens
or  replacement Liens granted to the Term Loan Creditors as adequate
protection of their interests in their Priority Collateral (or, in the case of
the Revolving Creditors in relation to the Existing Notes Creditors, as
adequate protection of the Revolving Creditors interests in any Collateral),
and (Z) to any carve-out agreed to by the Term Loan Agent or the other Term Loan Creditors, provided that such carve-out shall
be applied to the Term Loan Priority Collateral, whether such Collateral
existed before or after the petition date, and  (3)the
Revolving Creditors (X) shall not contest or oppose in any manner any Term Loan Creditor DIP Financing, or
any Term Loan Cash Collateral
use or any adequate protection provided to the Term Loan Creditors as adequate protection of their interests in
their Priority Collateral, (Y) shall be deemed to have waived any
objections to such adequate protection, Term
Loan Creditor DIP Financing or Term
Loan Cash Collateral use, including,
without limitation, any objection alleging Obligors failure to provide adequate
protection of the interests of the Revolving Creditors or the Existing
Notes Creditors and (Z) shall be
deemed to have consented to the carve-out and to the  45


subordination of the Liens of the Revolving Agentand the Existing Notes Agent in the Term Loan Priority Collateral that secures the Term Loan Creditor
DIP Financing, in each case pursuant to clause (2) above.  (c)The
Term Loan Creditors shall not, directly or indirectly, offer to provide,
support any other Person in providing, provide or seek to provide DIP Financing
secured by Liens equal or senior to the Liens on the Revolving Credit Priority
Collateral securing the Revolving Credit Obligations, without the prior written
consent of the Revolving Agent.  In no
event will any of the Term Loan Creditors seek to obtain a priming Lien on any
of the Revolving Credit Priority Collateral and nothing contained herein shall
be deemed to be a consent by Revolving Creditors to any adequate protection
payments using Revolving Credit Priority Collateral. The Revolving Creditors
shall not, directly or indirectly, offer to provide, support any other Person
in providing, provide or seek to provide DIP Financing secured by Liens equal
to or senior to the Liens on the Term Loan Priority Collateral securing the
Term Loan Obligations, without the written consent of the Term Loan Agent.  In no event will any of the Revolving
Creditors seek to obtain a priming Lien on any of the Term Loan Priority
Collateral and nothing contained herein shall be deemed to be a consent by Term
Loan Creditors to any adequate protection payments using Term Loan Priority
Collateral.  The Existing Notes Creditors
shall not, directly or indirectly, offer to provide, support any other Person
in providing, provide or seek to provide DIP Financing secured by Liens equal or
senior to the Liens on any Collateral securing the Revolving Credit Obligations
or the Term Loan Obligations,  In no
event will any of the Existing Notes Creditors seek to obtain a priming Lien on
any of the Collateral and nothing contained herein shall be deemed to be a
consent by Term Loan Creditors or the Revolving Creditors to any adequate
protection payments in favor of the Existing Notes Creditors, or in respect of
their Liens on any Collateral, using any of the Collateral.  6.2Adequate
Protection.  Notwithstanding the foregoing provisions in
this Section 6, in any Insolvency Proceeding, if any Priority
Secured Creditor (or any subset thereof) is granted adequate protection in
respect of its interests in its Priority Collateral (a Senior
Adequate Protection Lien) in the form of a replacement Lien, the
Junior Secured Creditors (other than any Existing Notes Creditors) may seek
(and the Priority Secured Creditors may not oppose) adequate protection of the
interests of the Junior Secured Creditors in such Priority Collateral in the
form of (i) a replacement Lien on the additional collateral subject to the
Senior Adequate Protection Liens (the Junior Adequate Protection
Liens), which Junior Adequate Protection Liens, if granted, will be
subordinate to all Liens (other than Liens (including Senior Adequate
Protection Liens) on Collateral that, as to such Junior Secured Creditor, is
its Priority Collateral, in which the Liens of the Junior Secured Creditor
shall remain senior, and, for clarity, other than any Liens securing the
Existing Notes Obligations) securing the Priority Obligations (including,
without limitation, the Senior Adequate Protection Liens and any carve-out
agreed to by the Priority Secured Creditors and any Liens securing
debtor-in-possession financing (whether or not constituting DIP Financing)) on
the same basis as the other Liens of the Junior Secured Creditor on the
Priority Secured Creditors Priority Collateral securing the Junior Obligations
are so subordinated under this Agreement (provided that any failure of
the Term Loan Creditors or Revolving Creditors to obtain such Junior Adequate
Protection Liens shall not impair or otherwise affect the agreements,
undertakings and consents of the Term Loan Creditors or Revolving Creditors
pursuant to Section 6.1) and (ii) superpriority claims under Section 507(b) of
the Bankruptcy Code junior in all respects to the superpriority claims granted
under  46


Section 507(b) of the Bankruptcy Code to the
Priority Secured Creditors on account of any of the Priority Obligations or
granted under Section 364(c)(1) of the Bankruptcy Code with respect
to any debtor-in-possession financing (whether or not constituting DIP
Financing) or use of its cash collateral (e.g. Revolver Cash Collateral or Term
Loan Cash Collateral, as applicable); provided that the inability of the
Junior Secured Creditors to receive a Lien on actions under Chapter 5 of the
Bankruptcy Code or proceeds thereof shall not affect the agreements and waivers
set forth in this Section 6.2. 
No Existing Notes Creditors shall seek any Junior Adequate Protection
Liens or other adequate protection or replacement liens, or any superpriority
claims under Section 507(b) of the Bankruptcy Code, in respect of the
interests of the Existing Notes Creditors in any Collateral  6.3Sale of Collateral; Waivers.  (a)In
any Insolvency Proceeding, the Junior Secured Creditors agree that they will
not object to or oppose a Disposition of any Collateral that, as to such Junior
Secured Creditor, is Non-Priority Collateral, free and clear of Liens or other
claims under Section 363 of the Bankruptcy Code or any other provision of
the Bankruptcy Code, if the Priority Secured Creditors with respect to such
Collateral have consented to such Disposition.No Junior Secured Creditor shallinitiate or prosecute or join with any other Person to
initiate or prosecute any claim, action or other proceeding, take any position
at any hearing or proceeding of any nature, or otherwise take any action
whatsoever including, without limitation, (i) challenging the
enforceability, validity, priority (on terms inconsistent with this Agreement)
or perfected status of any Liens on any Collateral securing the Priority
Obligations of the Priority Secured Creditors under the applicable Obligation
Documents, (ii) asserting any claims which the Company or any other
Obligor may hold with respect to the Priority Secured Creditors, or (iii) determination of any other
Secured Creditor in respect of any Priority Collateral or the value of any
claims of such parties under Section 506(a) of the Bankruptcy Code or
otherwise.  No Secured Creditor will
assert a claim that challenges the perfection or validity of a Lien or
Obligations of another Secured Creditor that is based on allegations (x) of
fraudulent conveyance, unlawful payment of distributions to equity holders or
other like allegations, or (y) that could be asserted with comparable
merit against Liens, interests or rights of the Person asserting the claim.  (b)Notwithstanding
any other provision in this Agreement, any Secured Creditor (other than any
Existing Notes Creditor) may credit bid for any assets that are subject to any
Disposition in any Insolvency Proceeding in accordance with Section 363(k) of
the Bankruptcy Code; provided, that (i) unless, prior to or in
connection with a successful credit bid, the Revolving Credit Obligations are
Paid In Full, no Term Loan Creditor may credit bid on any Revolving Credit
Priority Collateral and (ii) unless, prior to or in connection with a
successful credit bid, the Term Loan Obligations are Paid In Full, no Revolving
Creditor may credit bid on any Term Loan Priority Collateral .  No Existing Notes Creditor may credit bid for
any assets that are subject to any Disposition in any Insolvency Proceeding in
accordance with Section 363(k) of the Bankruptcy Code or otherwise.  6.4Invalidated
Payments. 
To the extent that any Secured Creditor receives payments on its
Priority Obligations or Proceeds of Priority Collateral for application to its
Priority Obligations which 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  47


Bankruptcy Law, common law, equitable cause or otherwise (and
whether as a result of any demand, settlement, litigation or otherwise) (each a
Priority Claim Avoidance), then to the
extent of such payment or Proceeds received, such Priority Obligations, or part
thereof, intended to be satisfied by such payment or Proceeds shall be revived
and continue in full force and effect as if such payments or Proceeds had not
been received by such Priority Secured Creditors, and this Agreement, if
theretofore terminated, shall be reinstated in full force and effect as of the
date of such Priority Claim Avoidance, and such prior termination shall not
diminish, release, discharge, impair or otherwise affect the Lien priorities
and the relative rights and obligations of the Priority Secured Creditors and
the Junior Secured Creditors provided for herein with respect to any event
occurring on or after the date of such Priority Claim Avoidance.  The Junior Secured Creditors further agree
that none of them shall be entitled to benefit from any avoidance action
affecting or otherwise relating to any distribution or allocation made in
accordance with this Agreement, whether by preference or otherwise, it being
understood and agreed that the benefit of such avoidance action otherwise
allocable to them shall instead be allocated and turned over for application in
accordance with the priorities set forth in this Agreement.  6.5Payments.  Nothing in this
Agreement prohibits or limits the right of a Junior Secured Creditor (other
than any Existing Notes Creditor) to receive and retain any debt or equity
securities that are issued by a reorganized debtor in respect of its Lien in
its Non-Priority Collateral pursuant to a plan of reorganization or similar
dispositive restructuring plan in connection with an Insolvency Proceeding, provided
that any debt securities received by a Junior Secured Creditor to the extent on
account of its Junior Obligations in respect of its Non-Priority Collateral
that constitutes a secured claim within the meaning of Section 506(b) of
the Bankruptcy Code will be paid over or otherwise transferred to the Priority
Secured Creditor for application in accordance with Section 2.5, unless
such distribution is (x) made under a plan that is consented to by the
affirmative vote of all classes composed of the secured claims of Priority
Secured Creditors or (y) is of debt securities that (A) are secured
by a Lien on assets of the reorganized debtor which assets are, as to such
Junior Secured Creditor in its capacity as Priority Secured Creditor hereunder,
of the same character as its Priority Collateral hereunder, and (B) if
secured by assets that are of the same character as its Non-Priority Collateral
hereunder, such assets referred to in this clause (B) also secure debt
securities distributed to the Priority Secured Creditor in respect of its Lien
on such Collateral that is its Priority Collateral, and such Lien of the Junior
Secured Creditor referred to in this clause (B) is junior in priority to
the Lien of the Priority Secured Creditor in such assets to the same extent as
the Lien on its Non-Priority Collateral is junior to the Lien thereon of the
Priority Secured Creditor as provided herein, and in such case the provisions
of the next sentence shall govern.  If,
in an Insolvency Proceeding, debt securities of the reorganized debtor secured
by Liens upon any property of the reorganized debtor are distributed pursuant
to a plan of reorganization or similar dispositive restructuring plan, both on
account of the Priority Secured Creditors Liens in their Priority Collateral
and on account of Junior Secured Creditors Liens in such Collateral, then, to
the extent the debt securities distributed on account of the Priority Secured
Creditors Liens in their Priority Collateral and on account of the Junior
Secured Creditors Liens in such Collateral are secured by Liens upon the same
property, the provisions of this Agreement will survive the distribution of
such debt securities pursuant to such plan and will apply with like effect to
the Liens securing such debt securities. 
Notwithstanding the foregoing, if any Existing Notes Creditor shall
receive in respect of their Lien on any Collateral any debt or equity securities
that are issued by a reorganized debtor pursuant to a plan of reorganization or
similar dispositive restructuring plan  48


in connection with an Insolvency Proceeding, then unless such
distribution is made under a plan that is consented to by the affirmative vote
of all classes composed of the secured claims of Priority Secured Creditors,
all such debt or equity securities so received shall be paid or delivered
directly to Priority Secured Creditors (to be held and/or applied by the Priority
Secured Creditors in accordance with the terms of Section 3.8 hereof)  In the event of any Insolvency Proceeding, except as
otherwise provided above, all Proceeds of Priority Collateral (including,
without limitation, any Distribution which would otherwise, but for the terms
hereof, be payable or deliverable in respect of the Junior Obligations as to
such Priority Collateral) shall be paid or delivered directly to Priority
Secured Creditor (to be held and/or applied by the Priority Secured Creditor in
accordance with the terms of the applicable Obligation Documents) until all
Priority Obligations are Paid In Full before any of the same shall be made to
one or more of the Junior Secured Creditors on account of any Junior
Obligations, and each Junior Secured Creditor irrevocably authorizes, empowers
and directs any debtor, debtor in possession, receiver, trustee, liquidator,
custodian, conservator or other Person having authority, to pay or otherwise
deliver all such Distributions in respect of its Junior Obligations to the
Priority Secured Creditor.  Each Junior
Secured Creditor also irrevocably authorizes and empowers the Priority Secured
Creditors, in the name of each Junior Secured Creditor, to demand, sue for, collect
and receive any and all such Distributions in respect of any Junior Obligations
to which the Priority Secured Creditors are entitled hereunder.  6.6Separate
Grants of Security and Separate Classification.  Each Secured Creditor acknowledges and agrees
that (a) the grants of Liens pursuant to the Term Loan Credit Documents
and the Revolving Credit Documents and the Existing Notes Documents constitute
three separate and distinct grants of Liens and (b) because of their
differing rights in the Collateral, the Revolving Credit Secured Claims, the
Term Loan Secured Claims and the Existing Notes Secured Claims are
fundamentally different and must be separately classified in any plan of
reorganization proposed or adopted in an Insolvency Proceeding.  No Term Loan Creditor shall seek in any
Insolvency Proceeding to be treated as part of the same class of creditors as
the Revolving Creditors or the Existing Notes Creditors or shall oppose any
pleading or motion for the Revolving Creditors, the Existing Notes Creditors
and the Term Loan Creditors to be treated as separate classes of
creditors.  No Revolving Creditor shall
seek in any Insolvency Proceeding to be treated as part of the same class of
creditors as the Term Loan Creditors or the Existing Notes Creditors or shall
oppose any pleading or motion for the Revolving Creditors, the Existing Notes
Creditors  and the Term Loan Creditors to
be treated as separate classes of creditors. 
No Existing Notes Creditor shall seek in any Insolvency Proceeding to be
treated as part of the same class of creditors as the Revolving Creditors or
the Term Loan Creditors or shall oppose any pleading or motion for the
Revolving Creditors, the Existing Notes Creditors and the Term Loan Creditors
to be treated as separate classes of creditors. 
Notwithstanding the foregoing, if it is held that the Revolving Credit
Secured Claims and/or the Existing Notes Secured Claims and/or the Term Loan
Secured Claims in respect of the Collateral constitute only one secured claim
(rather than separate classes of secured claims), then the Secured Creditors
hereby acknowledge and agree that all distributions shall be made as if there
were separate classes of secured claims against the Company and the other
Obligors in respect of the Collateral, with the effect being that, to the
extent that the aggregate value of the Priority Collateral exceeds the amount
of the Priority Obligations, the Priority Secured Creditors as to such Priority
Collateral shall be entitled to receive to the extent of such excess, in
addition to  49


amounts distributed to them in respect of principal,
pre-petition interest and other claims, all amounts owing in respect of
post-petition interest, and fees, costs and charges incurred subsequent to the
commencement of the applicable Insolvency Proceeding to the extent constituting
Revolving Credit Obligations or Term Loan Obligations, as applicable, in
accordance with the other provisions hereof before any distribution from such
Priority Collateral is made in respect of any of the claims held by the Junior
Secured Creditors as to such Collateral.  6.7Rights
as Unsecured Lenders; Release of Lien in Non-Priority Collateral.  In any Insolvency
Proceeding, to the extent not prohibited by this Agreement, each Secured
Creditor may take any action, file any pleading, appear in any proceeding and
exercise rights and remedies that could be taken by any unsecured creditor, in
its capacity as such.  6.8Relief
From the Automatic Stay.  Until the Priority Obligations have been Paid
in Full, the Junior Secured Creditor agrees that it shall not, without the
prior written consent of the Priority Secured Creditor, seek or request relief
from or modification of the automatic stay or any other stay in any Insolvency
Proceeding in respect of any part of the Priority Collateral or any Proceeds
thereof; provided, that, in the event the Priority Secured Creditor
seeks or requests relief from or modification of the automatic stay or any
other stay in any Insolvency Proceeding in respect of its Priority Collateral,
the Priority Secured Creditor agrees that the Junior Secured Creditor may seek
or request similar relief to that sought by the Priority Secured Creditor, so
that the Junior Secured Creditor may seek to exercise its rights and remedies
under the Junior Documents and against such Collateral and Proceeds thereof
subject to the provisions of this Agreement.  6.9Effect
of Agreement in Bankruptcy.  This Agreement shall be applicable both
before and after the filing of any petition by or against any Obligor under the
Bankruptcy Code or any other Insolvency Proceeding and all converted or
succeeding cases in respect thereof, and all references herein to any Obligor
shall be deemed to apply to any trustee for such Obligor and such Obligor as a
debtor-in-possession.  The relative
rights of the Term Loan Creditors and the Revolving Creditors and the Existing
Notes Creditors in respect of any Collateral or Proceeds thereof shall continue
after the filing of such petition on the same basis as prior to the date of
such filing.  This Agreement shall
constitute a subordination agreement for the purposes of Section 510(a) of
the Bankruptcy Code and shall be enforceable in any Insolvency Proceeding in
accordance with its terms.  Section 7.Representations
and Warranties.  The Revolving Agent and the Term Loan Agent and the Existing
Notes Agent each represent and warrant to the other parties hereto that it is
authorized under the Revolving Credit Agreement and the Term Loan Credit
Agreement and the Existing Notes Indenture, as the case may be, to enter into
this Agreement.  Section 8.Miscellaneous.  8.1Termination.  Subject to Section 6.4
and subject to Section 3.8, (i) this Agreement shall terminate
as to the Revolving Creditors (except for their obligations and agreements
under Section 2, Section 3.5, Section 3.8,
and Section 8, which shall continue in full  50


force and effect) and be of no further force and effect with
respect to or for the benefit of the Revolving Creditors (except as aforesaid)
upon Payment in Full of the Revolving Credit Obligations, and (ii) this
Agreement shall terminate as to the Term Loan Creditors (except for their
obligations and agreements under Section 2, Section 3.5, Section 3.8, Section 8,which shall continue in full force and effect) and be of no further force
and effect with respect to or for the benefit of the Term Loan Creditors
(except as aforesaid) upon Payment in Full of the Term Loan Obligations.  8.2           Successors
and Assigns; No Third Party Beneficiaries.  (a)           This
Agreement shall be binding upon each Secured Creditor and its respective
successors and assigns and shall inure to the benefit of each Secured Creditor
and its respective successors, participants and assigns.  Except solely to the extent of the Obligors
rights to consent pursuant to and subject to the conditions in Section 8.7(b),
no other Person shall have or be entitled to assert rights or benefits
hereunder.  (b)           Each
Secured Creditor reserves the right to grant participations in, or otherwise
sell, assign, transfer or negotiate all or any part of, or any interest in,
their respective Obligations; provided that no Secured Creditor shall be
obligated to give any notices to or otherwise in any manner deal directly with
any participant in the Obligations and no participant shall be entitled to any
rights or benefits under this Agreement, except through the Secured Creditor
with which it is a participant.  (c)           In
connection with any participation or other transfer or assignment, a Secured
Creditor (i) may, subject to its respective Obligation Documents, disclose
to such assignee, participant or other transferee or assignee all documents and
information which such Secured Creditor now or hereafter may have relating to
any Obligor or the Collateral and (ii) shall disclose to such participant
or other transferee or assignee the existence and terms and conditions of this
Agreement.  8.3           Notices.  All notices and other communications provided
for hereunder shall be in writing and shall be sent by registered mail, return
receipt requested, sent by overnight courier, telecopied or sent by PDF or
other readable electronic means, delivered, as follows:  51


(a)if to the Term Loan Agent, to it at the following address:  Wells Fargo Bank, National
Association
Corporate Trust Services Attention: Patrick T.
Giordano
1445 Ross Avenue, 2nd Floor
Dallas, TX 75202-2812
Re:  FiberTower
Fax:  (214) 777-4086 Email:
patrick.giordano@wellsfargo.com  with a copy to:  Gibson, Dunn & Crutcher LLP
200 Park Avenue, 48th Floor
New York, New York 10066-0193
Attn: Robert L. Cunningham
Re:  FiberTower
Fax: (212) 351-25208
Email: Rcunningham@GibsonDunn.com  and:  Porter & Hedges LLP
1000 Main Street, 38th Floor
Houston, TX 77002
RE: FiberTower
Attention:  James Cowen
Fax:  (713) 228-1331 
Email: jcowen@porterhedges.com  (b)if to the Existing Notes Agent, to it at the following
address:  Wells Fargo Bank, National Association
Corporate Trust Services Attention: Patrick T. Giordano
1445 Ross Avenue, 2nd Floor
Dallas, TX 75202-2812
Re:  FiberTower
Fax:  (214) 777-4086  52


With a copy to:  Porter & Hedges LLP
1000 Main Street, 38th Floor
Houston, TX 77002
RE: FiberTower
Attention:  James Cowen
Fax:  (713) 228-1331 
Email: jcowen@porterhedges.com  (c)If to any Obligor, to it at the following address:  c/o FiberTower Corporation
185 Berry St., Suite 4800
San Francisco, CA 94107
Attention: Chief Financial Officer
Fax: (415) 659-0007  with a copy to:  Andrews Kurth LLP
600 Travis, Suite 4200
Houston, TX 77002
Attention:  Mark Young
Fax:  (713) 220-4285
Email: markyoung@andrewskurth.com  or, as to each party, at such other address as shall be
designated by such party in a written notice to the other parties complying as
to delivery with the terms of this Section 8.3.  All such notices and other communications
shall be effective (i) if sent by registered mail, return receipt
requested, when received or 3 Business Days after mailing, whichever first
occurs, (ii) if telecopied or sent by other electronic means, when
transmitted and a confirmation is received, provided the same is on a
Business Day and, if not, on the next Business Day or (iii) if delivered
by messenger or overnight courier, upon delivery, provided the same is on a Business Day and, if not, on the next
Business Day.  8.4           Counterparts.  This Agreement may be executed by the parties
hereto in several counterparts, and each such counterpart shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement.  A signed counterpart (or
signature page) of this Agreement delivered by facsimile, PDF or other
electronic means shall be effective for all purposes as a manually signed
original thereof whether or not an original executed counterpart thereof is
delivered, and each party hereto shall promptly on request by any other party
hereto deliver a manually signed original executed counterpart to each such
requesting party.  8.5           GOVERNING
LAW; CONSENT TO JURISDICTION AND VENUE. 
THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE  53


GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.  EACH OF THE PARTIES HERETO HEREBY CONSENTS
AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK SHALL
HAVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES AMONG THE
PARTIES HERETO PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR
RELATING TO THIS AGREEMENT; PROVIDED THAT THE PARTIES HERETO ACKNOWLEDGE
THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE OF NEW YORK, NEW YORK.  EACH OF
THE PARTIES HERETO EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH OF THE PARTIES
HERETO HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF
PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS.  8.6           MUTUAL
WAIVER OF JURY TRIAL.  THE PARTIES
HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE, BETWEEN THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH,
THIS AGREEMENT OR THE TRANSACTIONS RELATED THERETO.  8.7           Amendments.  (a)           No
amendment or waiver of any provision of this Agreement, and no consent to any
departure by any Person from the terms hereof, shall in any event be effective
unless it is in writing and (i) insofar as it relates to any rights or
obligations of the Term Loan Agent and Revolving Agent as between themselves,
signed by the Term Loan Agent and the Revolving Agent, and (ii) insofar as
it relates to any rights or obligations of the Existing Notes Creditors, signed
by the Existing Notes Agent, the Term Loan Agent and the Revolving Agent.  (b)           No Obligor
shall have any right to consent to or approve any amendment, modification or
waiver of any provision of this Agreement.  8.8           No
Waiver.  No failure or delay on the
part of any Secured Creditor in exercising any power or right under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude any other or further exercise
thereof or the exercise of any other power or right.  8.9           Severability.  Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions of this Agreement or affecting the
validity or enforceability of such provisions in any other jurisdiction.  54


8.10         Further
Assurances.  Each party hereto agrees
to cooperate fully with each other party hereto to effectuate the intent and
provisions of this Agreement and, from time to time, to execute and deliver any
and all other agreements, documents or instruments, and to take such other
actions, as may be reasonably necessary or desirable to effectuate the intent
and provisions of this Agreement.  8.11         Headings.  The section headings contained in this
Agreement are and shall be without meaning or content whatsoever and are not
part of this Agreement.  8.12         Credit
Analysis.  The Secured Creditors
(other than any Person acting as a trustee or collateral agent) shall each be
responsible for keeping themselves informed of (a) the financial condition
of the Obligors and all other all endorsers, obligors and/or guarantors of the
Obligations and (b) all other circumstances bearing upon the risk of
nonpayment of the Obligations.  No
Secured Creditor shall have any duty to advise any other Secured Creditor of
information known to it regarding such condition or any such other
circumstances.  No Secured Creditor
assumes any liability to any other Secured Creditor or to any other Person with
respect to:  (i) the financial or
other condition of Obligors under any instruments of guarantee with respect to
the Obligations, (ii) the enforceability, validity, value or
collectibility of the Obligations, any Collateral therefor or any guarantee or
security which may have been granted in connection with any of the Obligations
or (iii) any Obligors title or right to transfer any Collateral or
security.  8.13         Waiver
of Claims.  To the maximum extent
permitted by law, each party hereto waives any claim it might have against any
Secured Creditor with respect to, or arising out of, any action or failure to
act or any error of judgment or negligence, mistake or oversight whatsoever on
the part of any other party hereto or their respective directors, officers,
employees or agents with respect to any exercise of rights or remedies under
the Obligation Documents or any transaction relating to the Collateral in
accordance with this Agreement.  None of
the Secured Creditors, nor any of their respective directors, officers,
employees or agents shall be liable for failure to demand, collect or realize upon
any of the Collateral or for any delay in doing so or, except as specifically
provided herein, shall be under any obligation to Dispose of any Collateral
upon the request of any Obligor or any Secured Creditor or any other Person or
to take any other action whatsoever with regard to any Collateral or any part
thereof.  8.14         Conflicts.  In the event of any conflict between the
provisions of this Agreement and the provisions of the Obligation Documents,
the provisions of this Agreement shall govern.  8.15         Specific
Performance.  Each of the Term Loan
Agent and the Revolving Agent and the Existing Notes Agent may demand specific
performance of this Agreement and, on behalf of itself and the respective other
Secured Creditors, hereby irrevocably waives any defense based on the adequacy
of a remedy at law and any other defense that might be asserted to bar the
remedy of specific performance in any action which may be brought by the
respective Secured Creditors.  8.16         Provisions
Solely to Define Relative Rights. 
The provisions of this Agreement are and are intended solely for the
purpose of defining the relative rights of the  55


Secured Creditors. 
None of the Obligors or any other creditor thereof shall have any rights
hereunder, and none of the Obligors may rely on the terms hereof.  Nothing in this Agreement is intended to or
shall impair the obligations of Obligors under the Obligations Documents.  8.17         Lien
Priority Provisions; Subrogation. 
This Agreement and the rights and benefits hereunder shall inure solely
to the benefit of the Term Loan Agent, the Term Loan Creditors and the
Revolving Agent and the Revolving Creditors and the Existing Notes Agent and
the Existing Notes Creditors and their respective successors and permitted
assigns and no other Person (including the Obligors or any trustee, receiver,
debtor in possession or bankruptcy estate in a bankruptcy or like proceeding)
shall have or be entitled to assert rights or benefits hereunder.  Each Junior Secured Creditor hereby agrees
that until the Term Loan Termination Date, if the Junior Secured Creditor is
the Revolving Agent, or the Revolving Credit Termination Date, if the Junior
Secured Creditor is the Term Loan Agent, it will not assert any rights of
subrogation it or they may acquire as a result of any payment hereunder.  Each Existing Notes Creditor hereby agrees
that until the later of the Term Loan Termination Date and Revolving Credit
Termination Date, it will not assert any rights of subrogation it or they may
acquire as a result of any payment hereunder. 
Nothing contained in this Agreement is intended to or shall impair the
obligation of any Obligor to pay the Obligations as and when the same shall become
due and payable in accordance with their respective terms.  8.18         Entire
Agreement.  This Agreement and the
Obligation Documents embody the entire agreement of the Obligors, the Term Loan
Agent, the Term Loan Creditors, the Revolving Agent, the Revolving Creditors
and the Existing Notes Agent and the Existing Notes Creditors with respect to
the subject matter hereof and thereof and supersede all prior agreements and
understandings relating to the subject matter hereof and thereof and any draft
agreements, negotiations and/or discussions involving any Obligor and any of
the Term Loan Agent, the Term Loan Creditors, the Revolving Agent, the
Revolving Creditors and the Existing Notes Agent and the Existing Notes
Creditors relating to the subject matter hereof.  8.19         Indemnification.  The Existing Notes Agent, the New Notes
Agent, the Term Loan Agent and each other Secured Creditor shall be entitled to
reimbursement of their respective expenses incurred hereunder and indemnity in
connection with the actions taken by any of them hereunder.  The Obligors, jointly and severally, hereby
agree to indemnify and hold harmless the Existing Notes Agent, the New Notes
Agent, the Term Loan Agent, and each other Secured Creditor and their
respective directors, officers, employees, agents, successors and assigns,
against and from any and all claims, actions, liabilities, costs and expenses
of any kind or nature whatsoever (including reasonable fees and disbursements
of counsel) that may be imposed on, incurred by, or asserted against any of
them, in any way relating to or arising out of this Agreement, any exercise of
remedies hereunder or any other action taken or omitted by them hereunder,
except to the extent a court holds in a final and nonappealable judgment that
such claims, actions,liabilities, costs, and expenses
directly resulted from the gross negligence or willful misconduct of such
indemnified Person.  The provisions of
this Section shall survive Payment in Full of the Existing Notes
Obligations, the New Notes Obligations, and the Term Loan Obligations, the
discharge or satisfaction of the Existing Notes Indenture and the New Notes
Indenture, and the termination of this Agreement.  56


8.20         Obligations
Unconditional.  All rights,
interests, agreements and obligations hereunder of the Priority Secured
Creditors in respect of any Collateral and the Junior Secured Creditors in
respect of such Collateral shall remain in full force and effect regardless of:  (a)           any lack
of validity or enforceability of any Priority Document or any Junior Document
and regardless of whether the Liens of the Priority Secured Creditor are not
perfected or are voidable for any reason;  (b)           any change
in the time, manner or place of payment of, or in any other terms of, all or
any of the Senior Obligations or Junior Obligations, or any amendment or waiver
or other modification (including any increase in the amount thereof), whether
by course or conduct or otherwise, of the terms of any Priority Document or any
Junior Document to the extent not inconsistent with the provisions hereof;  (c)           any lack
of perfection of any Lien on any Collateral or except as expressly provided
herein, any exchange or release of Collateral, or any amendment, waiver or
other modification, whether in writing or by course of conduct or otherwise, of
all or any of the Senor Obligations or Junior Obligations or any guarantee
thereof; or  (d)           the
commencement of any Insolvency Proceeding in respect of any Obligor.  [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]  57


IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized
as of the day and year first above written.  Wells Fargo Bank, National
  Association,as Existing Notes Trustee
  and Existing Notes Collateral AgentBy:
  /s/ Patrick T. GiordanoName:
  Patrick T. GiordanoTitle:
  Vice PresidentWells Fargo Bank, National
  Association,as New Notes Trustee and
  New Notes Collateral AgentBy:
  /s/ Patrick T. GiordanoName:
  Patrick T. GiordanoTitle:
  Vice President  Signature
Page to Amended and Restated Intercreditor Agreement


Each of the undersigned hereby acknowledges and agrees to the
foregoing terms and provisions.  COMPANY AND OTHER
  OBLIGORS:FIBERTOWER CORPORATIONBy:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial OfficerFIBERTOWER NETWORK
  SERVICES CORP.  By:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial OfficerFIBERTOWER BROADBAND
  CORP.By:
  /s/
  Thomas A. ScottName:
  Thomas
  A. ScottTitle:
  Chief
  Financial Officer  TELIGENT SERVICES
  ACQUISITION, INC.By:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial OfficerFIBERTOWER LICENSING
  CORP.By:
  /s/
  Thomas A. ScottName:
  Thomas
  A. ScottTitle:
  Chief
  Financial Officer  Signature
Page to Amended and Restated Intercreditor Agreement


FIBERTOWER SOLUTIONS
  CORPORATIONBy:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief Financial OfficerFIBERTOWER SPECTRUM
  HOLDINGS LLCBy:
  /s/ Thomas A. ScottName:
  Thomas A. ScottTitle:
  Chief
  Financial Officer  Signature
Page to Amended and Restated Intercreditor Agreement