<PAGE>

                            AMENDMENT AND RESTATEMENT
                                     OF THE
                                CREDIT AGREEMENT

          CREDIT AGREEMENT dated as of November 9, 1999, as amended and restated
as of January 12, 2000, among CINCINNATI BELL INC., an Ohio corporation ("CBI"),
and BROADWING COMMUNICATIONS SERVICES INC. (f/k/a IXC Communications Services,
Inc.), a Delaware corporation ("IXCS", and together with CBI, each a "BORROWER"
and collectively the "BORROWERS"), the banks, financial institutions and other
institutional lenders listed on the signature pages hereof as the Initial
Lenders (the "INITIAL LENDERS"), the banks listed on the signature pages hereof
as the Initial Issuing Banks (the "INITIAL ISSUING BANKS" and, together with the
Initial Lenders, the "INITIAL LENDER PARTIES") and the Swing Line Banks (as
hereinafter defined), BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as syndication
agent (together with any successor syndication agent appointed pursuant to
Article VII, the "SYNDICATION AGENT"), CITICORP USA, INC. ("CUSA"), as
administrative agent (together with any successor administrative agent appointed
pursuant to Article VII, the "ADMINISTRATIVE AGENT", together with the
Syndication Agent, the "AGENTS"), Credit Suisse First Boston ("CSFB") and The
Bank of New York ("BNY"), as co-documentation agents (collectively, the
"CO-DOCUMENTATION AGENTS") for the Lender Parties (as hereinafter defined), PNC
Bank, N.A. ("PNC," and collectively with CSFB and BNY, the "CO-ARRANGERS"),
SALOMON SMITH BARNEY INC. ("SSBI") and BANC OF AMERICA SECURITIES LLC ("BAS"),
as joint lead arrangers and joint book managers (collectively, the "ARRANGERS").

PRELIMINARY STATEMENTS:

          (1) Pursuant to the Agreement Governing the IXC Internal
Reorganization dated as of August 16, 1999, between IXC Communications, Inc., a
Delaware corporation and an Affiliate of IXCS ("IXC"), and IXC Merger Sub, Inc.,
a Delaware corporation and a wholly owned subsidiary of IXC ("REORGANIZATION
SUB"), Reorganization Sub shall be merged (the "REORGANIZATION MERGER") with and
into IXC with IXC being the surviving corporation.

          (2) Pursuant to the Agreement and Plan of Merger dated as of July 20,
1999, as amended by Amendment No. 1 dated as of October 13, 1999 (as amended to
the extent permitted in accordance with the Loan Documents (as hereinafter
defined), the "MERGER AGREEMENT"), by and among CBI, Ivory Merger Inc., a
Delaware corporation and wholly owned Subsidiary of CBI ("SUB"), and IXC,
immediately after the Reorganization Merger, Reorganization Sub shall be merged
(the "MERGER") with and into IXC with IXC being the surviving corporation (the
"COMPANY").

          (3) At consummation of the Merger, (a) each issued and outstanding
share of common stock, par value $.01 per share, of IXC (the "IXC COMMON
STOCK"), other than any such shares directly owned by CBI, Sub or IXC, will be
converted into the right to receive the Common Stock Merger Consideration (as
defined in the Merger Agreement); (b) each issued and outstanding share of
7 1/4% Junior Convertible Preferred Stock Due 2007, par value $.01 per

<PAGE>

share, of IXC (the "IXC 7 1/4% PREFERRED STOCK"), other than any such shares
directly owned by CBI, Sub or IXC, will be converted into the right to receive
the 7 1/4% Preferred Stock Merger Consideration (as defined in the Merger
Agreement); and (c) each issued and outstanding share of 6 3/4% Cumulative
Convertible Preferred Stock, par value $.01 per share, of IXC (the "IXC 6 3/4%
PREFERRED STOCK"), other than any such shares directly owned by CBI, Sub or IXC,
will be converted into the right to receive the 6 3/4% Preferred Stock Merger
Consideration (as defined in the Merger Agreement). Upon consummation of the
Merger and related transactions, other than the Exchangeable Preferred Stock,
the Company will be a direct, wholly owned Subsidiary of CBI.

          (4) The Borrowers have requested that, immediately upon the
consummation of the Merger, the Lender Parties lend to the Borrowers up to $1.8
billion to pay transaction fees and expenses to repurchase the IXC Senior
Subordinated Notes (as hereinafter defined) to refinance certain Existing Debt
(as hereinafter defined) of the Company, IXCS, CBI and certain Subsidiaries, to
pay the cash consideration for the Company's shares in the Merger (solely to the
extent the proceeds of the Oak Hill Debt (as hereinafter defined) and cash on
hand are insufficient therefore) and that, from time to time, the Lender Parties
lend to the Borrowers and issue Letters of Credit for the account of the
Borrowers to provide revolving credit for IXCS, CBI and its Subsidiaries. The
Lender Parties have indicated their willingness to agree to lend such amounts on
the terms and conditions of this Agreement.

          (5) The Borrowers have requested the addition of an Incremental
Facility (the "INCREMENTAL TERM B FACILITY") pursuant to Section 2.05(c) in an
aggregate principal amount of $450,000,000, which Facility shall be a Term
Facility for all purposes hereunder and, unless otherwise provided, all
references to the Term Facility and Term Advances shall be deemed to include
references to the Incremental Term B Facility as the context requires.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as
follows:


                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.01. CERTAIN DEFINED TERMS. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

          "ADMINISTRATIVE AGENT" has the meaning specified in the recital of
parties to this Agreement.

          "ADMINISTRATIVE AGENT'S ACCOUNT" means the account of the
Administrative Agent maintained by the Administrative Agent with Citibank, N.A.
at its office at 399 Park Avenue, New York, New York 10043, Account No.
36852248,

<PAGE>

Attention: Townsend Weekes, or such other account as the Administrative Agent
shall specify in writing to the Lender Parties.

          "ADVANCE" means a Term Advance, an Incremental Advance, a Revolving
Credit Advance, a Swing Line Advance or a Letter of Credit Advance.

          "AFFILIATE" means, as to any Person, any other Person that, directly
or indirectly, controls, is controlled by or is under common control with such
Person or is a director or officer of such Person. For purposes of this
definition, the term "control" (including the terms "controlling", "controlled
by" and "under common control with") of a Person means the possession, direct or
indirect, of the power to vote 5% or more of the Voting Interests of such Person
or to direct or cause the direction of the management and policies of such
Person, whether through the ownership of Voting Interests, by contract or
otherwise.

          "AGENTS" has the meaning specified in the recital of parties to this
Agreement.

          "AGREEMENT VALUE" means, for each Hedge Agreement, on any date of
determination, an amount determined by the Administrative Agent equal to: (a) in
the case of a Hedge Agreement documented pursuant to the Master Agreement
(Multicurrency-Cross Border) published by the International Swap and Derivatives
Association, Inc. (the "MASTER AGREEMENT"), the amount, if any, that would be
payable by any Loan Party or any of its Subsidiaries to its counterparty to such
Hedge Agreement, as if (i) such Hedge Agreement was being terminated early on
such date of determination, (ii) such Loan Party or Subsidiary was the sole
"Affected Party", and (iii) the Administrative Agent was the sole party
determining such payment amount (with the Administrative Agent making such
determination pursuant to the provisions of the form of Master Agreement); or
(b) in the case of a Hedge Agreement traded on an exchange, the mark-to-market
value of such Hedge Agreement, which will be the unrealized loss on such Hedge
Agreement to the Loan Party or Subsidiary of a Loan Party party to such Hedge
Agreement determined by the Administrative Agent based on the settlement price
of such Hedge Agreement on such date of determination, or (c) in all other
cases, the mark-to-market value of such Hedge Agreement, which will be the
unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of a
Loan Party party to such Hedge Agreement determined by the Administrative Agent
as the amount, if any, by which (i) the present value of the future cash flows
to be paid by such Loan Party or Subsidiary exceeds (ii) the present value of
the future cash flows to be received by such Loan Party or Subsidiary pursuant
to such Hedge Agreement; capitalized terms used and not otherwise defined in
this definition shall have the respective meanings set forth in the above
described Master Agreement.

          "AMENDMENT AND RESTATEMENT" means the Amendment and Restatement of the
Credit Agreement dated as of January 12, 2000.


<PAGE>

          "APPLICABLE LENDING OFFICE" means, with respect to each Lender Party,
such Lender Party's Domestic Lending Office in the case of a Base Rate Advance
and such Lender Party's Eurodollar Lending Office in the case of a Eurodollar
Rate Advance.

          "APPLICABLE MARGIN" means (i) in the case of the Incremental Term B
Facility, 2.25% per annum for Eurodollar Rate Advances and 1.25% per annum for
Base Rate Advances and (ii) in the case of each other Facility, a percentage per
annum set forth below under the caption "EURODOLLAR RATE ADVANCES" or "BASE RATE
ADVANCES" based upon the ratings established by S&P and Moody's for the Index
Debt as of the most recent determination date:


APPLICABLE MARGIN PRICING GRID

<TABLE>
<CAPTION>
                          ------------------------------------ -------------------------------------------
                                                                           Applicable Margin
                                                                             Revolving and
                                                                                  Term
                                      S&P/MOODY'S                                  FACILITIES
                          ------------------------------------ ------------------- -----------------------
                                                               Eurodollar Rate     Base Rate Advances
                                                               Advances
                          ------------------------------------ ------------------- -----------------------
<S>                                                                  <C>                   <C>
                          I:                                         1.00%                 0.00%
                          At least BBB and Baa2
                          ------------------------------------ ------------------- -----------------------
                          II:                                        1.25%                 0.25%
                          Below I, but at least
                          BBB- and Baa3
                          ------------------------------------ ------------------- -----------------------
                          III:                                       1.50%                 0.50%
                          Below II, but at least
                          BB+ and Ba1
                          ------------------------------------ ------------------- -----------------------
                          IV:                                        1.75%                 0.75%
                          Below III, but at least
                          BB+ and Ba2 OR BB and Ba1
                                      --
                          ------------------------------------ ------------------- -----------------------
                          V:                                         2.00%                 1.00%
                          Below IV, but at least
                          BB and Ba2
                          ------------------------------------ ------------------- -----------------------
                          VI:                                        2.25%                 1.25%
                          Below V
                          ------------------------------------ ------------------- -----------------------
</TABLE>

          For purposes of the foregoing (i) if either Moody's or S&P shall not
          have in effect a rating for the Index Debt (other than by reason of
          the circumstances referred to in the last sentence hereof), then such
          rating agency shall be deemed to have established a rating in Level
          VI; (ii) except as set forth in the Pricing Grid above, if the ratings
          established or deemed to have been established by Moody's or S&P for
          the Index Debt shall fall within different levels, the

<PAGE>

          applicable percentage will be based on the lower of the two
          ratings unless one of the two ratings is two or more levels lower than
          the other, in which case the applicable percentage shall be determined
          by reference to the level next above that of the lower of the two
          ratings; and (iii) if the ratings established or deemed to have been
          established by Moody's or S&P for the Index Debt shall be changed
          (other than as a result of a change in the rating system of Moody's or
          S&P), such change shall be effective as of the date on which it is
          first announced by the applicable rating agency. Each change in the
          applicable percentage shall apply during the period commencing on the
          effective date of such change and ending on the date immediately
          preceding the effective date of the next such change. If the rating
          system of Moody's or S&P shall change, or if either such rating agency
          shall cease to be in the business of rating corporate debt
          obligations, or if either such rating agency shall cease rating the
          Index Debt (other than by reason of any action or nonaction by any
          Borrowers following or in anticipation of a ratings downgrade), the
          Borrowers and the Lender Parties shall negotiate in good faith to
          amend this provision to reflect such changed rating system or the
          unavailability of ratings from such rating agency (including by way of
          substituting another rating agency mutually acceptable to the
          Borrowers and the Agents for the rating agency with respect to which
          the rating system has changed or for which no rating is then in
          effect) and, pending the effectiveness of any such amendment, the
          applicable percentage shall be determined by reference to the rating
          most recently in effect prior to such change or cessation.

          "APPROPRIATE LENDER" means, at any time, with respect to (a) either of
the Term or Revolving Credit Facilities, a Lender that has a Commitment with
respect to such Facility at such time, (b) the Letter of Credit Facility, (i)
any Issuing Bank and (ii) if the other Revolving Credit Lenders have made Letter
of Credit Advances pursuant to Section 2.03(c) that are outstanding at such
time, each such other Revolving Credit Lender and (c) the Swing Line Facility,
(i) any Swing Line Bank and (ii) if the other Revolving Credit Lenders have made
Swing Line Advances pursuant to Section 2.02(b) that are outstanding at such
time, each such other Revolving Credit Lender.

          "APPROVED FUND" means, with respect to any Lender that is a fund that
invests in bank loans, any other fund that invests in bank loans and is advised
or managed by the same investment advisor as such Lender or by an Affiliate of
such investment advisor.

          "ARRANGERS" means each of SSBI and BAS.

          "ASSIGNED ADVANCES" means $5,000,000 of Term A Advances outstanding
under the Reallocated Commitments on the Restatement Effective Date prior to
giving effect to any assumption under Section 2.01(a)(ii).

<PAGE>

          "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance entered
into by a Lender Party and an Eligible Assignee, and accepted by the
Administrative Agent, in accordance with Section 9.07 and in substantially the
form of Exhibit C hereto.

          "AVAILABLE AMOUNT" of any Letter of Credit means, at any time, the
maximum amount available to be drawn under such Letter of Credit at such time
(assuming compliance at such time with all conditions to drawing).

          "BACKBONE FIBER" means a fiber connecting Los Angeles, California and
New York, New York.

          "BANK OF AMERICA" has the meaning specified in the recital of parties
to this Agreement.

          "BAS" has the meaning specified in the recital of parties to this
Agreement.

          "BASE RATE" means a fluctuating interest rate per annum in effect from
time to time, which rate per annum shall at all times be equal to the higher of:

               (a) the rate of interest announced publicly by Citibank in New
          York, New York, from time to time, as Citibank's base rate; and

               (b) 1/2 of 1% per annum above the Federal Funds Rate.

          "BASE RATE ADVANCE" means an Advance that bears interest as provided
in Section 2.07(a)(i).

          "BNY" has the meaning specified in the recital of parties to this
Agreement.

          "BOFA CREDIT AGREEMENT" means the 364-Day Credit Agreement dated as of
September 27, 1999 among CBI, as borrower, the lenders party thereto, CUSA, as
administrative agent, Bank of America, as syndication agent, and SSBI and BAS,
as joint lead arrangers and joint book managers.

          "BOFA LETTERS OF CREDIT" means the letters of credit listed under
paragraph III. D. of Schedule 4.01(t).

          "BORROWER" and "BORROWERS" have the meaning specified in the recital
of parties to this Agreement.

          "BORROWER'S ACCOUNT" means (a) with respect to CBI, an account
maintained by CBI with Citibank at its office at 399 Park Avenue, New York, New
York 10043, (b) with respect to IXCS, an account maintained by IXCS with
Citibank at its office at 399 Park Avenue, New York, New York 10043, or (c) with
respect to any of the


<PAGE>

Borrowers, such other account as the Borrower shall specify in writing to the
Administrative Agent.

          "BORROWING" means a Term Borrowing, an Incremental Borrowing, a
Revolving Credit Borrowing or a Swing Line Borrowing.

          "BUSINESS DAY" means a day of the year on which banks are not required
or authorized by law to close in New York City and, if the applicable Business
Day relates to any Eurodollar Rate Advances, on which dealings are carried on in
the London interbank market.

          "CAPITAL EXPENDITURES" means, for any Person for any period, the sum
of, without duplication, (a) all expenditures made, directly or indirectly, by
such Person or any of its Subsidiaries during such period for equipment, fixed
assets, real property or improvements, or for replacements or substitutions
therefor or additions thereto, that have been or should be, in accordance with
GAAP, reflected as additions to property, plant or equipment on a Consolidated
balance sheet of such Person or have a useful life of more than one year plus
(b) the aggregate principal amount of all Obligations under Capitalized Leases
assumed or incurred in connection with any such expenditures. For purposes of
this definition, the purchase price of equipment that is purchased
simultaneously with the trade-in of existing equipment or with insurance
proceeds shall be included in Capital Expenditures only to the extent of the
gross amount of such purchase price less the credit granted by the seller of
such equipment for the equipment being traded in at such time or the amount of
such proceeds, as the case may be.

          "CAPITALIZATION" means, as of any date, the sum, without duplication,
as of such date, of Consolidated Debt, the liquidation preference of preferred
stock and common shareholders equity for CBI and the Subsidiaries on a
Consolidated basis.

          "CAPITALIZED LEASES" means all leases that have been or should be, in
accordance with GAAP, recorded as capitalized leases.

          "CASH EQUIVALENTS" means any of the following, to the extent owned by
CBI or any of its Subsidiaries free and clear of all Liens other than Liens
created under the Collateral Documents and having a maturity of not greater than
90 days from the date of acquisition thereof:

               (a) readily marketable direct obligations of the Government of
          the United States or any agency or instrumentality thereof or
          obligations unconditionally guaranteed by the full faith and credit of
          the Government of the United States,

               (b) insured certificates of deposit of or time deposits with any
          commercial bank that is a Lender Party or a member of the Federal
          Reserve System, issues (or the parent of which issues) commercial
          paper rated as

<PAGE>


described in clause (c) below, is organized under the laws of the United States
or any State thereof and has combined capital and surplus of at least
$1 billion,

               (c) commercial paper issued by any corporation organized under
          the laws of any State of the United States and rated at least
          "Prime-1" (or the then equivalent grade) by Moody's or "A-1" (or the
          then equivalent grade) by S&P's, or

               (d) Investments in money market funds registered under the
          Investment Company Act of 1940, as amended, that satisfy the
          requirements of Rule 2a-7 of such Act.

               "CBI" has the meaning specified in the recital of parties to this
          Agreement.

               "CBI GUARANTY" has the meaning specified in Section 6.01.

               "CBI 7 1/4% NOTES" means the CBI $50 Million 7 1/4% Notes due
          June 15, 2023.

               "CBI SUBSIDIARY GUARANTY" has the meaning specified in Section
          3.01(a)(iii).

               "CBT" means Cincinnati Bell Telephone Company, an Ohio
          corporation.

               "CERCLA" means the Comprehensive Environmental Response,
          Compensation, and Liability Act of 1980, as amended from time to time.

               "CERCLIS" means the Comprehensive Environmental Response,
          Compensation, and Liability Information System maintained by the U.S.
          Environmental Protection Agency.

               "CERTIFICATE OF DESIGNATION" means the certificate of designation
          for the Exchangeable Preferred Stock.

               "CFC" means a "controlled foreign corporation" under Section 957
          of the Internal Revenue Code of 1968, as amended from time to time.

               "CHANGE OF CONTROL" means the occurrence of any of the following:
          (a) any Person or two or more Persons acting in concert shall have
          acquired beneficial ownership (within the meaning of Rule 13d-3 of the
          Securities and Exchange Commission under the Securities Exchange Act
          of 1934), directly or indirectly, of Voting Interests of CBI (or other
          securities convertible into such Voting Interests) representing 20% or
          more of the combined voting power of all Voting Interests of CBI; or
          (b) during any period of up to 24 consecutive months, commencing
          before or after the date of this Agreement, individuals who at the
          beginning of such 24-month period were, or who were nominated by
          individuals who were, directors of CBI shall cease for any

<PAGE>

          reason to constitute a majority of the board of directors of CBI;
          or (c) any Person or two or more Persons acting in concert shall have
          acquired by contract or otherwise, or shall have entered into a
          contract or arrangement that, upon consummation, will result in its or
          their acquisition of the power to exercise, directly or indirectly, a
          controlling influence over the management or policies of CBI; or (d)
          CBI shall cease to own 100% of the Equity Interests in IXCS or the
          Company (other than, in the case of the Company, the Exchangeable
          Preferred Stock); or (e) any "change of control" as defined in the CBI
          7 1/4% Notes or in the Oak Hill Indenture.

               "CITIBANK" means Citibank, N.A., a national banking association.

               "CO-ARRANGERS" has the meaning specified in the recital of
          parties to this Agreement.

               "CO-DOCUMENTATION AGENTS" has the meaning specified in the
          recital of parties to this Agreement.

               "COLLATERAL" means all "Collateral" referred to in the Collateral
          Documents and all other property that is or is intended to be subject
          to any Lien in favor of the Administrative Agent for the benefit of
          the Secured Parties.

               "COLLATERAL ACCOUNT" has the meaning specified in the Security
          Agreements.

               "COLLATERAL DOCUMENTS" means, collectively, the Shared Collateral
          Security Agreement, the Non-Shared Collateral Security Agreement, the
          Collateral Trust Agreement and any other agreement that creates or
          purports to create a Lien in favor of the Administrative Agent for the
          benefit of the Secured Parties.

               "COLLATERAL TRUST AGREEMENT" means the Collateral Trust Agreement
          dated as of November 9, 1999 by and between CBI and Wilmington Trust
          Company, and John M. Beeson, as collateral trustees.

               "COMMITMENT" means a Term Commitment, an Incremental Commitment,
          a Revolving Credit Commitment or a Letter of Credit Commitment.

               "COMMITMENT FEE RATE" means, for any day, the applicable
          percentage rate per annum specified under the applicable utilization
          column below based on the percentage obtained by dividing (a) the sum
          of (i) the aggregate principal amount of the Term Advances outstanding
          at such time plus (ii) the sum of (x) the aggregate principal amount
          of all Revolving Credit Advances, Swing Line Advances and Letter of
          Credit Advances outstanding at such time PLUS (y) the aggregate
          Available Amount of all Letters of Credit outstanding at such time by
          (b) the sum of the aggregate Commitments:

<PAGE>

<TABLE>
<CAPTION>

                        ------------------------------------------------------------------------------
                            Less than 33% of         33% to 66% of           Greater than 66% of
                          Facilities Utilized     Facilities Utilized        Facilities Utilized
                        ------------------------------------------------------------------------------
<S>                              <C>                     <C>                       <C>
                                 0.75%                   0.50%                     0.375%
                        ------------------------------------------------------------------------------
</TABLE>

               "COMPANY" has the meaning specified in the Preliminary
          Statements.

               "CONFIDENTIAL INFORMATION" means any information that is
          furnished to any of the Agents or any of the Lender Parties by or on
          behalf of any Borrower or any of its Subsidiaries in a writing that
          either is conspicuously marked as confidential or that a reasonable
          person would believe is confidential or proprietary in nature, but
          does not include any such information that (a) is or becomes generally
          available to the public (other than as a result of a breach by any
          such Agent or any such Lender Party of its confidentiality obligations
          under this Agreement) or (b) is or becomes available to any of the
          Agents or any of the Lender Parties from a source other than any
          Borrower or any of its Subsidiaries that is not, to the knowledge of
          such Agent or such Lender Party, acting in violation of a
          confidentiality agreement with such Borrower or any such Subsidiary.

               "CONSOLIDATED" refers to the consolidation of accounts in
          accordance with GAAP.

               "CONSOLIDATED EBITDA" means, with respect to any Person for any
          period, the sum of (a) net income (or net loss) of such Person and its
          Subsidiaries, plus (b) the sum of the following expenses that have
          been deducted from the determination of consolidated net income of
          such Person and its Subsidiaries for such period: (i) all interest
          expense of such Person and its Subsidiaries for such period, (ii)
          income tax expense of such Person and its Subsidiaries for such
          period, (iii) all depreciation expense of such Person and its
          Subsidiaries for such period, (iv) all amortization expense of such
          Person and its Subsidiaries for such period, and (v) all extraordinary
          losses deducted in determining the consolidated net income of such
          Person and its Subsidiaries for such period less all extraordinary
          gains added in determining the consolidated net income of such Person
          and its Subsidiaries for such period (other than restructuring or
          merger-related charges incurred in 1999), in each case determined in
          accordance with GAAP for such period.

               "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person
          for any period, the interest expense paid or payable on all Debt
          (excluding all indebtedness and payment Obligations referred to in
          clauses (g) and (h) of the definition of "Debt" herein) of such Person
          and its Subsidiaries for such period, determined on a Consolidated
          basis and in accordance with GAAP, including, without limitation, (a)
          in the case of the Borrowers, (i) interest expense paid or payable in
          respect of Debt resulting from Advances and (ii) all fees paid or
          payable pursuant to Section 2.08(a), (b) the interest component of all
          Obligations in respect of Capitalized Leases, (c) commissions,
          discounts and other fees and charges paid or payable in connection
          with letters of credit

<PAGE>

          (including, without limitation, the Letters of Credit), (d) the
          net payment, if any, paid or payable in connection with Hedge
          Agreements LESS the net credit, if any, received in connection with
          Hedge Agreements, and (e) dividends paid in cash in respect of
          preferred stock, but excluding (A) any amortization of original issue
          discount, (B) the interest portion of any deferred payment obligation,
          (C) any other interest not payable in cash and (D) to the extent
          included in "interest expense" in accordance with GAAP, any penalties
          paid or payable in connection with the prepayment of any Debt.

               "CONTINGENT OBLIGATION" means, with respect to any Person, any
          Obligation or arrangement of such Person to guarantee or intended to
          guarantee any Debt, leases, dividends or other payment Obligations
          ("PRIMARY OBLIGATIONS") of any other Person (the "PRIMARY OBLIGOR") in
          any manner, whether directly or indirectly, including, without
          limitation, (a) the direct or indirect guarantee, endorsement (other
          than for collection or deposit in the ordinary course of business),
          co-making, discounting with recourse or sale with recourse by such
          Person of the Obligation of a primary obligor, (b) the Obligation to
          make take-or-pay or similar payments, if required, regardless of
          nonperformance by any other party or parties to an agreement or (c)
          any Obligation of such Person, whether or not contingent, (i) to
          purchase any such primary obligation or any property constituting
          direct or indirect security therefor, (ii) to advance or supply funds
          (A) for the purchase or payment of any such primary obligation or (B)
          to maintain Revolving Credit or equity capital of the primary obligor
          or otherwise to maintain the net worth or solvency of the primary
          obligor, (iii) to purchase property, assets, securities or services
          primarily for the purpose of assuring the owner of any such primary
          obligation of the ability of the primary obligor to make payment of
          such primary obligation or (iv) otherwise to assure or hold harmless
          the holder of such primary obligation against loss in respect thereof.
          The amount of any Contingent Obligation shall be deemed to be an
          amount equal to the stated or determinable amount of the primary
          obligation in respect of which such Contingent Obligation is made (or,
          if less, the maximum amount of such primary obligation for which such
          Person may be liable pursuant to the terms of the instrument
          evidencing such Contingent Obligation) or, if not stated or
          determinable, the maximum reasonably anticipated liability in respect
          thereof (assuming such Person is required to perform thereunder), as
          determined by such Person in good faith.

               "CONVERSION", "CONVERT" and "CONVERTED" each refer to a
          conversion of Advances of one Type into Advances of the other Type
          pursuant to Section 2.09 or 2.10.

               "CONVERTIBLE CERTIFICATE OF DESIGNATION" means the certificate of
          designation for the Convertible Preferred Stock.


               "CONVERTIBLE PREFERRED STOCK" means the 6 3/4% Cumulative
          Convertible Preferred Stock of CBI.

               "CSFB" has the meaning specified in the recital of parties to
          this Agreement.


<PAGE>

               "CUSA" has the meaning specified in the recital of parties to
          this Agreement.

               "DEBT" of any Person means, without duplication for purposes of
          calculating financial ratios, (a) all indebtedness of such Person for
          borrowed money, (b) all Obligations of such Person for the deferred
          purchase price of property or services (other than trade payables not
          overdue by more than 60 days incurred in the ordinary course of such
          Person's business), (c) all Obligations of such Person evidenced by
          notes, bonds, debentures or other similar instruments, (d) all
          Obligations of such Person created or arising under any conditional
          sale or other title retention agreement with respect to property
          acquired by such Person (even though the rights and remedies of the
          seller or lender under such agreement in the event of default are
          limited to repossession or sale of such property), (e) all Obligations
          of such Person as lessee under Capitalized Leases, (f) all Obligations
          of such Person under acceptance, letter of credit or similar
          facilities, (g) all Obligations of such Person to purchase, redeem,
          retire, defease or otherwise make any payment in respect of any Equity
          Interests in such Person or any other Person or any warrants, rights
          or options to acquire such capital stock, valued, in the case of
          Redeemable Preferred Interests, at the greater of its voluntary or
          involuntary liquidation preference PLUS accrued and unpaid dividends,
          (h) all Obligations of such Person in respect of Hedge Agreements,
          valued at the Agreement Value thereof, (i) all Contingent Obligations
          of such Person and (j) all indebtedness and other payment Obligations
          referred to in clauses (a) through (i) above of another Person secured
          by (or for which the holder of such Debt has an existing right,
          contingent or otherwise, to be secured by) any Lien on property
          (including, without limitation, accounts and contract rights) owned by
          such Person, even though such Person has not assumed or become liable
          for the payment of such indebtedness or other payment Obligations.

               "DEBT/EBITDA RATIO" means, at any date of determination, the
          ratio of Consolidated Debt of CBI and its Subsidiaries (excluding (x)
          Debt of CBI under the Oak Hill Indenture for so long as interest
          payable thereunder is paid in kind and (y) all indebtedness and
          payment Obligations referred to in clauses (g) and (h) of the
          definition of "Debt" herein) as at the end of the most recently ended
          fiscal quarter of CBI for which financial statements are required to
          be delivered to the Lender Parties pursuant to Section 5.03(b) or (c),
          as the case may be, to Consolidated EBITDA of CBI and its Subsidiaries
          for the period of four consecutive fiscal quarters of CBI ended on or
          immediately prior to such date.

               "DEFAULT" means any Event of Default or any event that would
          constitute an Event of Default but for the requirement that notice be
          given or time elapse or both.

               "DEFAULT TERMINATION NOTICE" has the meaning specified in Section
          2.01(d).

               "DEFAULTED ADVANCE" means, with respect to any Lender Party at
          any time, the portion of any Advance required to be made by such
          Lender Party to any Borrower

<PAGE>

          pursuant to Section 2.01 or 2.02 at or prior to such time that
          has not been made by such Lender Party or by the Administrative Agent
          for the account of such Lender Party pursuant to Section 2.02(e) as of
          such time. In the event that a portion of a Defaulted Advance shall be
          deemed made pursuant to Section 2.15(a), the remaining portion of such
          Defaulted Advance shall be considered a Defaulted Advance originally
          required to be made pursuant to Section 2.01 on the same date as the
          Defaulted Advance so deemed made in part.

               "DEFAULTED AMOUNT" means, with respect to any Lender Party at any
          time, any amount required to be paid by such Lender Party to any Agent
          or any other Lender Party hereunder or under any other Loan Document
          at or prior to such time that has not been so paid as of such time,
          including, without limitation, any amount required to be paid by such
          Lender Party to (a) any Swing Line Bank pursuant to Section 2.02(b) to
          purchase a portion of a Swing Line Advance made by such Swing Line
          Bank, (b) any Issuing Bank pursuant to Section 2.03(c) to purchase a
          portion of a Letter of Credit Advance made by such Issuing Bank, (c)
          the Administrative Agent pursuant to Section 2.02(e) to reimburse the
          Administrative Agent for the amount of any Advance made by the
          Administrative Agent for the account of such Lender Party, (d) any
          other Lender Party pursuant to Section 2.13 to purchase any
          participation in Advances owing to such other Lender Party and (e) any
          Agent or any Issuing Bank pursuant to Section 8.05 to reimburse such
          Agent or such Issuing Bank for such Lender Party's ratable share of
          any amount required to be paid by the Lender Parties to such Agent or
          such Issuing Bank as provided therein. In the event that a portion of
          a Defaulted Amount shall be deemed paid pursuant to Section 2.15(b),
          the remaining portion of such Defaulted Amount shall be considered a
          Defaulted Amount originally required to be paid hereunder or under any
          other Loan Document on the same date as the Defaulted Amount so deemed
          paid in part.

               "DEFAULTING LENDER" means, at any time, any Lender Party that, at
          such time, (a) owes a Defaulted Advance or a Defaulted Amount or (b)
          shall take any action or be the subject of any action or proceeding of
          a type described in Section 7.01(f). For purposes of Section 9.01(a)
          and (b) only, the definition of Defaulting Lender shall not include
          any Lender that is a Disputing Lender.

               "DEFERRED REVENUE" means, at any date, amounts appearing as a
          liability on the financial statements of CBI and its Subsidiaries as
          prepared according to GAAP classified a deferred revenue to the extent
          of cash received in connection therewith.

               "DISPUTING LENDER" shall mean any Lender that becomes a
          Defaulting Lender because such Lender in good faith has determined
          that the conditions precedent to funding the applicable Advance set
          forth in Section 3.02 of this Agreement have not been satisfied.

               "DOMESTIC LENDING OFFICE" means, with respect to any Lender
          Party, the office of such Lender Party specified as its "Domestic
          Lending Office" opposite its name on

<PAGE>

          Schedule I hereto or in the Assignment and Acceptance pursuant to
          which it became a Lender Party, as the case may be, or such other
          office of such Lender Party as such Lender Party may from time to time
          specify to the Borrowers and the Administrative Agent.

               "DOMESTIC SUBSIDIARY" means any Subsidiary other than a
          Foreign Subsidiary.

               "EFFECTIVE DATE" means the first date on which the conditions set
          forth in Article III shall have satisfied.

               "ELIGIBLE ASSIGNEE" means (a) with respect to any Facility (other
          than the Letter of Credit Facility), (i) a Lender; (ii) an Affiliate
          or an Approved Fund of a Lender; or (iii) any other Person approved by
          the Administrative Agent and, so long as no Default has occurred and
          is continuing at the time any assignment is effected pursuant to
          Section 9.07, the Borrowers, such approval not to be unreasonably
          withheld or delayed and, in the case of the Borrowers, such approval
          to be deemed to have been given if no objection thereto is received by
          the Administrative Agent and the assigning Lender within two Business
          Days after the date on which notice of the proposed assignment is sent
          to the Borrowers; and (b) with respect to the Letter of Credit
          Facility, a Person that is an Eligible Assignee under clause (a) of
          this definition and is a commercial bank organized under the laws of
          the United States of America or any state thereof; PROVIDED, HOWEVER,
          that neither any Loan Party nor any Affiliate of a Loan Party shall
          qualify as an Eligible Assignee under this definition.

               "ENVIRONMENTAL ACTION" means any action, suit, demand, demand
          letter, claim, notice of non-compliance or violation, notice of
          liability or potential liability, investigation, proceeding, consent
          order or consent agreement relating in any way to any Environmental
          Law, any Environmental Permit or Hazardous Material or arising from
          alleged injury or threat to health, safety or the environment,
          including, without limitation, (a) by any governmental or regulatory
          authority for enforcement, cleanup, removal, response, remedial or
          other actions or damages and (b) by any governmental or regulatory
          authority or third party for damages, contribution, indemnification,
          cost recovery, compensation or injunctive relief.

               "ENVIRONMENTAL LAW" means any applicable Federal, state, local or
          foreign statute, law, ordinance, rule, regulation, code, order, writ,
          judgment, injunction, decree or judicial interpretation relating to
          pollution or protection of the environment, health, safety or natural
          resources, including, without limitation, those relating to the use,
          handling, transportation, treatment, storage, disposal, release or
          discharge of Hazardous Materials.

               "ENVIRONMENTAL PERMIT" means any permit, approval, identification
          number, license or other authorization required under any
          Environmental Law.

<PAGE>

               "EQUITY INTERESTS" means, with respect to any Person, shares of
          capital stock of (or other ownership or profit interests in) such
          Person, warrants, options or other rights for the purchase or other
          acquisition from such Person of shares of capital stock of (or other
          ownership or profit interests in) such Person, securities convertible
          into or exchangeable for shares of capital stock of (or other
          ownership or profit interests in) such Person or warrants, rights or
          options for the purchase or other acquisition from such Person of such
          shares (or such other interests), and other ownership or profit
          interests in such Person (including, without limitation, partnership,
          member or trust interests therein), whether voting or nonvoting, and
          whether or not such shares, warrants, options, rights or other
          interests are authorized or otherwise existing on any date of
          determination.

               "ERISA" means the Employee Retirement Income Security Act of
          1974, as amended from time to time, and the regulations promulgated
          and rulings issued thereunder.

               "ERISA AFFILIATE" means any Person that for purposes of Title IV
          of ERISA is a member of the controlled group of any Loan Party, or
          under common control with any Loan Party, within the meaning of
          Section 414 of the Internal Revenue Code.

               "ERISA EVENT" means (a)(i) the occurrence of a reportable event,
          within the meaning of Section 4043 of ERISA, with respect to any Plan
          unless the 30-day notice requirement with respect to such event has
          been waived by the PBGC or (ii) the requirements of Section 4043(b) of
          ERISA apply with respect to a contributing sponsor, as defined in
          Section 4001(a)(13) of ERISA, of a Plan, and an event described in
          paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
          reasonably expected to occur with respect to such Plan within the
          following 30 days; (b) the filing pursuant to Section 412(d) of the
          Code or Section 303(d) of ERISA of an application for a minimum
          funding waiver with respect to a Plan; (c) the provision by the
          administrator of any Plan of a notice of intent to terminate such
          Plan, pursuant to Section 4041(a)(2) of ERISA (including any such
          notice with respect to a plan amendment referred to in Section 4041(e)
          of ERISA); (d) the incurrence by any Loan Party or any ERISA Affiliate
          of any liability under Title IV of ERISA with respect to any Plan; (e)
          the conditions for imposition of a lien under Section 302(f) of ERISA
          shall have been met with respect to any Plan; (f) the adoption of an
          amendment to a Plan requiring the provision of security to such Plan
          pursuant to Section 307 of ERISA; or (g) the institution by the PBGC
          of proceedings to terminate a Plan pursuant to Section 4042 of ERISA,
          or the occurrence of any event or condition described in Section 4042
          of ERISA that constitutes grounds for the termination of, or the
          appointment of a trustee to administer, such Plan.

               "EUROCURRENCY LIABILITIES" has the meaning specified in
          Regulation D of the Board of Governors of the Federal Reserve System,
          as in effect from time to time.

<PAGE>

               "EURODOLLAR LENDING OFFICE" means, with respect to any Lender
          Party, the office of such Lender Party specified as its "Eurodollar
          Lending Office" opposite its name on Schedule I hereto or in the
          Assignment and Acceptance pursuant to which it became a Lender Party
          (or, if no such office is specified, its Domestic Lending Office), or
          such other office of such Lender Party as such Lender Party may from
          time to time specify to the Borrowers and the Administrative Agent.

               "EURODOLLAR RATE" means, for any Interest Period for all
          Eurodollar Rate Advances comprising part of the same Borrowing, an
          interest rate per annum (rounded upwards, if necessary, to the nearest
          1/100 of 1%) obtained by dividing (a) the rate per annum appearing on
          Telerate Page 3750 (or any successor page) as the London interbank
          offered rate for deposits in U.S. dollars at 11:00 A.M. (London time)
          two Business Days before the first day of such Interest Period for a
          period equal to such Interest Period (PROVIDED that, if for any reason
          such rate is not available, the term "Eurodollar Rate" shall mean, for
          any Interest Period for all Eurodollar Rate Advances comprising part
          of the same Borrowing, the rate per annum (rounded upwards, if
          necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen
          LIBO Page as the London interbank offered rate for deposits in Dollars
          at approximately 11:00 A.M. (London time) two Business Days prior to
          the first day of such Interest Period for a term comparable to such
          Interest Period; PROVIDED, HOWEVER, if more than one rate is specified
          on Reuters Screen LIBO Page, the applicable rate shall be the
          arithmetic mean of all such rates) by (b) a percentage equal to 100%
          minus the Eurodollar Rate Reserve Percentage for such Interest Period.

               "EURODOLLAR RATE ADVANCE" means an Advance that bears interest as
          provided in Section 2.07(a)(ii).

               "EURODOLLAR RATE RESERVE PERCENTAGE" for any Interest Period for
          all Eurodollar Rate Advances comprising part of the same Borrowing
          means the reserve percentage applicable two Business Days before the
          first day of such Interest Period under regulations issued from time
          to time by the Board of Governors of the Federal Reserve System (or
          any successor) for determining the maximum reserve requirement
          (including, without limitation, any emergency, supplemental or other
          marginal reserve requirement) for a member bank of the Federal Reserve
          System in New York City with respect to liabilities or assets
          consisting of or including Eurocurrency Liabilities (or with respect
          to any other category of liabilities that includes deposits by
          reference to which the interest rate on Eurodollar Rate Advances is
          determined) having a term equal to such Interest Period.

               "EVENTS OF DEFAULT" has the meaning specified in Section 7.01.

               "EXCESS CASH FLOW" means, for any period (without duplication),

                           (a)      the sum of:

<PAGE>

                    (i) Consolidated net income (or loss) of CBI and its
               Subsidiaries for such period; PLUS

                    (ii) the aggregate amount of depreciation, amortization and
               all other non-cash charges deducted in arriving at such
               Consolidated net income (or loss); PLUS

                    (iii) the sum of (i) the amount, if any, by which Net
               Working Capital decreased plus (ii) the net amount, if any, by
               which Deferred Revenues increased; MINUS

               (b) the sum of:

                    (i) the sum of (A) the aggregate amount of all non-cash
               credits included in arriving at such Consolidated net income (or
               loss) PLUS (B) the amount, if any, by which Net Working Capital
               increased plus (c) the net amount, if any, by which Deferred
               Revenues decreased; PLUS

                    (ii) the sum of (A) the aggregate amount of Capital
               Expenditures of CBI paid in cash during such period to the extent
               permitted by this Agreement (except to the extent attributable to
               the incurrence of Obligations under Capitalized Leases or
               otherwise financed by long term Debt or with funds that would
               have constituted Net Proceeds) PLUS (B) cash consideration paid
               during such fiscal year by CBI and its Subsidiaries to make
               acquisitions or other capital investments (except to the extent
               financed by incurring long-term Debt or with funds that would
               otherwise have constituted Net Cash Proceeds); PLUS

                    (iii) the aggregate amount of all regularly scheduled
               principal payments of Funded Debt made during such period; PLUS

                    (iv) the aggregate principal amount of all optional
               prepayments of Term Advances made during such period pursuant to
               Section 2.06(a); PLUS

                    (v) the aggregate principal amount of all cash payments or
               prepayments of the Revolving Credit Advances that permanently
               reduce the Revolving Credit Commitments.

               "EXCHANGEABLE PREFERRED STOCK" means the 12 1/2% Series B Junior
          Exchangeable Preferred Stock Due 2009 of the Company.

<PAGE>

               "EXCLUDED ENTITIES" means Cincinnati Bell Wireless L.L.C.,
          Cincinnati Bell Foundation, Inc., Mutual Signal Corporation, Mutual
          Signal Corporation of Michigan, MSM Associates, Limited Partnership
          and Progress International, LLC.

               "EXISTING DEBT" means Debt of each Loan Party and its
          Subsidiaries outstanding immediately before giving effect to the
          consummation of the Transaction.

               "EXTRAORDINARY RECEIPT" means any cash received by or paid to or
          for the account of any Person not in the ordinary course of business,
          including, without limitation, tax refunds, pension plan reversions,
          proceeds of insurance (including, without limitation, any key man life
          insurance but excluding proceeds of business interruption insurance to
          the extent such proceeds constitute compensation for lost earnings),
          condemnation awards (and payments in lieu thereof), indemnity payments
          and any purchase price adjustment received in connection with any
          purchase agreement; PROVIDED, however, that an Extraordinary Receipt
          shall not include cash receipts received from proceeds of insurance,
          condemnation awards (or payments in lieu thereof) or indemnity
          payments to the extent that such proceeds, awards or payments (A) in
          respect of loss or damage to equipment, fixed assets or real property
          are applied (or in respect of which expenditures were previously
          incurred) to replace or repair the equipment, fixed assets or real
          property in respect of which such proceeds were received in accordance
          with the terms of the Loan Documents, so long as the applicable
          Borrower or its Subsidiaries have entered into a legal, valid and
          binding agreement with respect thereto within 12 months after the
          occurrence of such damage or loss and with a closing thereunder and
          application of such proceeds within 6 months thereafter or (B) are
          received by any Person in respect of any third party claim against
          such Person and applied to pay (or to reimburse such Person for its
          prior payment of) such claim and the costs and expenses of such Person
          with respect thereto.

               "FACILITY" means the Term Facility, the Revolving Credit
          Facility, the Swing Line Facility, the Letter of Credit Facility or
          the Incremental Facility, if any.

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

               "FEE LETTER" means the fee letter dated as of October 20, 1999
          between CBI and the Agents.

<PAGE>

               "FISCAL YEAR" means a fiscal year of CBI and its Consolidated
          Subsidiaries ending on December 31 in any calendar year.

               "FOREIGN SUBSIDIARY" means a Subsidiary organized under the laws
          of a jurisdiction other than the United States or any State thereof or
          the District of Columbia.

               "FUNDED DEBT" of any Person means Debt in respect of the
          Advances, in the case of the Borrowers, and all other Debt of such
          Person that by its terms matures more than one year after the date of
          determination or matures within one year from such date but is
          renewable or extendible, at the option of such Person, to a date more
          than one year after such date or arises under a revolving credit or
          similar agreement that obligates the lender or lenders to extend
          credit during a period of more than one year after such date,
          EXCLUDING, HOWEVER, all amounts of Funded Debt of such Person required
          to be paid or prepaid within one year after the date of determination.

               "GAAP" has the meaning specified in Section 1.03.

               "GRANTING LENDER" has the meaning specified in Section 9.07(j).

               "GUARANTIES" means the CBI Guaranty and the Subsidiary
          Guaranties.

               "GUARANTORS" means CBI and the Subsidiary Guarantors.

               "GUARANTY SUPPLEMENT" has the meaning specified in the Subsidiary
          Guaranties.

               "HAZARDOUS MATERIALS" means (a) petroleum or petroleum products,
          by-products or breakdown products, radioactive materials,
          asbestos-containing materials, polychlorinated biphenyls and radon gas
          and (b) any other chemicals, materials or substances designated,
          classified or regulated as hazardous or toxic or as a pollutant or
          contaminant under any Environmental Law.

               "HEDGE AGREEMENTS" means interest rate swap, cap or collar
          agreements, interest rate future or option contracts, currency swap
          agreements, currency future or option contracts and other hedging
          agreements.

               "HEDGE BANK" means any Lender Party or an Affiliate of a Lender
          Party in its capacity as a party to a Secured Hedge Agreement.

               "INCREMENTAL ADVANCE" means an Advance made under an Incremental
          Facility pursuant to Section 2.01(a)(ii) or 2.05(c).

               "INCREMENTAL BORROWING" means a borrowing consisting of
          simultaneous Incremental Advances of the same Type made by the
          Incremental Lenders.

<PAGE>

               "INCREMENTAL COMMITMENT" means, with respect to any Incremental
          Lender at any time, the aggregate amount set forth opposite such
          Lender's name on Schedule I hereto under the caption "Incremental
          Commitment" or, if such Lender has entered into one or more Assignment
          and Acceptances, set forth for such Lender in the Register maintained
          by the Administrative Agent pursuant to Section 9.07(d) as such
          Lender's "Incremental Commitment", as such amount may be reduced at or
          prior to such time pursuant to Section 2.05.

               "INCREMENTAL FACILITY" and "INCREMENTAL FACILITIES" have the
          meaning specified in Section 2.05(c).

               "INCREMENTAL FACILITY NOTICE" has the meaning specified in
          Section 2.05(c).

               "INCREMENTAL LENDER" means any Lender that has an Incremental
          Commitment.

               "INCREMENTAL NOTE" means a promissory note of a Borrower payable
          to the order of any Incremental Lender, in substantially the form of
          Exhibit A-2 hereto, evidencing the indebtedness of such Borrower to
          such Lender resulting from the Incremental Advance made by such
          Lender, as amended.

               "INCREMENTAL TERM B ADVANCES" means each Incremental Advance made
          by an Incremental Lender under the Incremental Term B Facility.

               "INCREMENTAL TERM B FACILITY" has the meaning specified in
          Preliminary Statement (5). "INDEMNIFIED PARTY" has the meaning
          specified in Section 9.04(b).

               "INDEX DEBT" means long-term senior unsecured Debt of CBI that is
          not guaranteed or otherwise credit enhanced.

               "INFORMATION MEMORANDUM" means the information memorandum dated
          October 1999 used by the Arrangers in connection with the syndication
          of the Commitments.

               "INITIAL EXTENSION OF CREDIT" means the earlier to occur of the
          initial Borrowing and the initial issuance of a Letter of Credit
          hereunder.

               "INITIAL ISSUING BANKS", "INITIAL LENDER PARTIES" and "INITIAL
          LENDERS" each has the meaning specified in the recital of parties to
          this Agreement.

               "INTEREST COVERAGE RATIO" means, at any date of determination,
          the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest
          Expense, in each case, of or by CBI and its Subsidiaries during the
          four consecutive fiscal quarters most recently ended for which
          financial statements are required to be delivered to the Lender
          Parties pursuant

<PAGE>

          to Section 5.03(b) or (c), as the case may be; PROVIDED, that for
          the fiscal quarter ended December 31, 1999 and the fiscal quarter
          ended March 31, 2000, the period of determination shall be such fiscal
          quarter, and commencing, January 1, 2000 to the extent less than four
          consecutive fiscal quarters have been completed since such date,
          during the fiscal quarters that have been completed.

               "INTEREST PERIOD" means, for each Eurodollar Rate Advance
          comprising part of the same Borrowing, the period commencing on the
          date of such Eurodollar Rate Advance or the date of the Conversion of
          any Base Rate Advance into such Eurodollar Rate Advance, and ending on
          the last day of the period selected by either Borrower pursuant to the
          provisions below and, thereafter, each subsequent period commencing on
          the last day of the immediately preceding Interest Period and ending
          on the last day of the period selected by such Borrower pursuant to
          the provisions below. The duration of each such Interest Period shall
          be one, two, three or six months, and, subject to clause (c) of this
          definition, nine or twelve months as such Borrower may, upon notice
          received by the Administrative Agent not later than 11:00 A.M. (New
          York City time) on the third Business Day prior to the first day of
          such Interest Period, select; PROVIDED, HOWEVER, that:

                    (a) such Borrower may not select any Interest Period with
               respect to any Eurodollar Rate Advance under a Facility that ends
               after any principal repayment installment date for such Facility
               unless, after giving effect to such selection, the aggregate
               principal amount of Base Rate Advances and of Eurodollar Rate
               Advances having Interest Periods that end on or prior to such
               principal repayment installment date for such Facility shall be
               at least equal to the aggregate principal amount of Advances
               under such Facility due and payable on or prior to such date;

                    (b) Interest Periods commencing on the same date for
               Eurodollar Rate Advances comprising part of the same Borrowing
               shall be of the same duration;

                    (c) no Borrower shall be entitled to select an Interest
               Period having a duration of nine or twelve months unless, by 3:00
               P.M. (New York City time) on the third Business Day prior to the
               first day of such Interest Period, each of the Appropriate
               Lenders notifies the Administrative Agent that such Lender Party
               will be providing funding for such Borrowing with such Interest
               Period (the failure of any of the Appropriate Lenders to so
               respond by such time being deemed for all purposes of this
               Agreement as an objection by such Lender Party to the requested
               duration of such Interest Period); PROVIDED that if any of the
               Appropriate Lenders objects (or is deemed to have objected) to
               the requested duration of such Interest Period, the duration of
               the Interest Period for such Borrowing shall be one, two, three
               or six months, as specified by such Borrower

<PAGE>

               in the applicable Notice of Borrowing or notice of Conversion as
               the desired alternative to the requested Interest Period of nine
               or twelve months therefor;

                    (d) whenever the last day of any Interest Period would
               otherwise occur on a day other than a Business Day, the last day
               of such Interest Period shall be extended to occur on the next
               succeeding Business Day, PROVIDED, HOWEVER, that, if such
               extension would cause the last day of such Interest Period to
               occur in the next following calendar month, the last day of such
               Interest Period shall occur on the next preceding Business Day;
               and

                    (e) whenever the first day of any Interest Period occurs on
               a day of an initial calendar month for which there is no
               numerically corresponding day in the calendar month that succeeds
               such initial calendar month by the number of months equal to the
               number of months in such Interest Period, such Interest Period
               shall end on the last Business Day of such succeeding calendar
               month.

               "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986,
          as amended from time to time, and the regulations promulgated and
          rulings issued thereunder.

               "INVESTMENT" in any Person means any loan or advance to such
          Person, any purchase or other acquisition of any Equity Interests or
          Debt or the assets comprising a division or business unit or a
          substantial part or all of the business of such Person, any capital
          contribution to such Person or any other direct or indirect investment
          in such Person, including, without limitation, any acquisition by way
          of a merger or consolidation and any arrangement pursuant to which the
          investor incurs Debt of the types referred to in clause (i) or (j) of
          the definition of "DEBT" in respect of such Person.

               "INVESTMENT GRADE DATE" means the first day on which the ratings
          established by both S&P and Moody's for the Index Debt are,
          respectively, BBB- or better and Baa3 or better.

               "IRU" means an indefeasible right to use fiber or
          telecommunications capacity.

               "ISSUING BANKS" means each Initial Issuing Bank and any other
          Revolving Credit Lender approved as an Issuing Bank by the
          Administrative Agent and the Borrowers and any Eligible Assignee to
          which a Letter of Credit Commitment hereunder has been assigned
          pursuant to Section 9.07 so long as each such Revolving Credit Lender
          or each such Eligible Assignee expressly agrees to perform in
          accordance with their terms all of the obligations that by the terms
          of this Agreement are required to be performed by it as an Issuing
          Bank and notifies the Administrative Agent of its Applicable Lending
          Office and the amount of its Letter of Credit Commitment (which
          information shall be recorded by the Administrative Agent in the
          Register), for so long as such Initial Issuing Bank,

<PAGE>

          Revolving Credit Lender or Eligible Assignee, as the case may be,
          shall have a Letter of Credit Commitment.

               "IXC" has the meaning specified in the Preliminary Statements.

               "IXC COMMON STOCK" has the meaning specified in the Preliminary
          Statements.

               "IXC 9% INDENTURE" means the Indenture dated as of April 21, 1998
          between the Company and The Bank of New York (as successor to IBJ
          Schroder Bank & Trust Company), as trustee pursuant to which the IXC
          Senior Subordinated Notes were issued.

               "IXC SENIOR SUBORDINATED NOTES" means the 9% Senior Subordinated
          Notes due 2008 of the Company issued pursuant to the Indenture dated
          as of April 21, 1998 between the Company and The Bank of New York (as
          successor to IBJ Schroder Bank & Trust Company), as trustee.

               "IXC 7 1/4 PREFERRED STOCK" has the meaning specified in the
          Preliminary Statements.

               "IXC 6 3/4 PREFERRED STOCK" has the meaning specified in the
          Preliminary Statements.

               "IXCS" has the meaning specified in the recital of parties to
          this Agreement.

               "IXCS SUBSIDIARY GUARANTY" has the meaning specified in Section
          3.01(a)(iii).

               "JUNE IXCS AGREEMENT" means the First Amended and Restated Credit
          Agreement, as amended, among IXCS, as borrower, the lenders party
          thereto, NationsBank, N.A., as administrative agent, Credit Suisse
          First Boston, TD Securities (USA), Inc. and Export Development
          Corporation, as co-syndication agents and BAS as sole lead arranger
          and sole book runner.

               "JUNIOR CERTIFICATE OF DESIGNATION" means the certificate of
          designation for the Junior Convertible Preferred Stock.

               "JUNIOR CONVERTIBLE PREFERRED STOCK" means the 7 1/4% Junior
          Convertible Preferred Stock Due 2007 of CBI.

               "L/C CASH COLLATERAL ACCOUNT" has the meaning specified in the
          Security Agreements.

               "L/C RELATED DOCUMENTS" has the meaning specified in Section
          2.04(d)(ii).

               "LENDER PARTY" means any Lender, any Issuing Bank or any Swing
          Line Bank.

<PAGE>

               "LENDERS" means the Initial Lenders and each Person that shall
          become a Lender hereunder pursuant to Section 9.07 for so long as such
          Initial Lender or Person, as the case may be, shall be a party to this
          Agreement.

               "LETTER OF CREDIT ADVANCE" means an advance made by any Issuing
          Bank or any Revolving Credit Lender pursuant to Section 2.03(c).

               "LETTER OF CREDIT AGREEMENT" has the meaning specified in Section
          2.03(a).

               "LETTER OF CREDIT COMMITMENT" means, with respect to any Issuing
          Bank at any time, the amount set forth opposite such Issuing Bank's
          name on Schedule I hereto under the caption "Letter of Credit
          Commitment" or, if such Issuing Bank has entered into one or more
          Assignment and Acceptances, set forth for such Issuing Bank in the
          Register maintained by the Administrative Agent pursuant to Section
          9.07(d) as such Issuing Bank's "Letter of Credit Commitment", as such
          amount may be reduced at or prior to such time pursuant to Section
          2.05.

               "LETTER OF CREDIT FACILITY" means, at any time, an amount equal
          to the lesser of (a) the aggregate amount of the Issuing Banks' Letter
          of Credit Commitments at such time and (b) $20,000,000, as such amount
          may be reduced at or prior to such time pursuant to Section 2.05.

               "LETTERS OF CREDIT" has the meaning specified in Section 2.01(d).

               "LIEN" means any lien, security interest or other charge or
          encumbrance of any kind, or any other type of preferential
          arrangement, including, without limitation, the lien or retained
          security title of a conditional vendor and any easement, right of way
          or other encumbrance on title to real property.

               "LOAN DOCUMENTS" means (a) for purposes of this Agreement and the
          Notes and any amendment, supplement or modification hereof or thereof,
          (i) this Agreement, (ii) the Notes, (iii) the Guaranties, (iv) the
          Collateral Documents, (v) the Fee Letter, and (vi) each Letter of
          Credit Agreement and (b) for purposes of the Guaranties and the
          Collateral Documents and for all other purposes other than for
          purposes of this Agreement and the Notes, (i) this Agreement, (ii) the
          Notes, (iii) the Guaranties, (iv) the Collateral Documents, (v) the
          Fee Letter, (vi) each Letter of Credit Agreement, and (vii) each
          Secured Hedge Agreement, in each case as amended.

               "LOAN PARTIES" means the Borrowers and each of the Guarantors.

               "MARGIN STOCK" has the meaning specified in Regulation U.

<PAGE>

               "MATERIAL ADVERSE CHANGE" means (a) on or prior to the date of
          the Initial Extension of Credit, any material adverse change in the
          business, assets, condition (financial or otherwise), operations or
          prospects of CBI, IXC and their respective Subsidiaries, in each case,
          taken as a whole, and (b) after the date of the Initial Extension of
          Credit, any material adverse change in the business, assets, condition
          (financial or otherwise), operations, or prospects of CBI and its
          Subsidiaries, taken as a whole.

               "MATERIAL ADVERSE EFFECT" means a material adverse effect on
          (a)(i) on or prior to the date of the Initial Extension of Credit, the
          business, assets, condition (financial or otherwise), operations or
          prospects of CBI, IXC and their respective Subsidiaries, in each case,
          taken as a whole, and (ii) after the date of the Initial Extension of
          Credit, the business, assets, condition (financial or otherwise),
          operations or prospects of CBI and its Subsidiaries, taken as a whole,
          (b) the rights and remedies of any Agent or any Lender Party under any
          Transaction Document or (c) the ability of any Loan Party to perform
          its material Obligations under the Related Documents and its
          Obligations under the Loan Documents to which it is or is to be a
          party.

               "MATERIAL CONTRACT" means with respect to any Person, each
          contract or other arrangement to which such Person is a party for
          which breach, nonperformance, cancellation or failure to renew could
          be expected to have a Material Adverse Effect.

               "MERGER" has the meaning specified in the Preliminary Statements.

               "MERGER AGREEMENT" has the meaning specified in the Preliminary
          Statements.

               "MOODY'S" means Moody's Investors Service Inc.

               "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in
          Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
          Affiliate is making or accruing an obligation to make contributions,
          or has within any of the preceding five plan years made or accrued an
          obligation to make contributions.

               "MULTIPLE EMPLOYER PLAN" means a single employer plan, as defined
          in Section 4001(a)(15) of ERISA, that (a) is maintained for employees
          of any Loan Party or any ERISA Affiliate and at least one Person other
          than the Loan Parties and the ERISA Affiliates or (b) was so
          maintained and in respect of which any Loan Party or any ERISA
          Affiliate could have liability under Section 4064 or 4069 of ERISA in
          the event such plan has been or were to be terminated.

               "NET CASH PROCEEDS" means, with respect to any sale, lease,
          transfer or other disposition of any asset or the incurrence or
          issuance of any Debt or the sale or issuance of any Equity Interests
          (including, without limitation, any capital contribution) by any
          Person, or any Extraordinary Receipt received by or paid to or for the
          account of any

<PAGE>

          Person, the aggregate amount of cash received from time to time
          (whether as initial consideration or through payment or disposition
          of deferred consideration) by or on behalf of such Person in
          connection with such transaction after deducting therefrom only
          (without duplication):

                    (a) reasonable and customary brokerage commissions,
               underwriting fees and discounts, legal fees, finder's fees and
               other similar fees and commissions;

                    (b) the amount of taxes payable in connection with or as a
               result of such transaction;

                    (c) the amount of any Debt secured by a Lien on such asset
               that, by the terms of the agreement or instrument governing such
               Debt, is required to be repaid upon such disposition; and

                    (d) in the case of any sale, lease, transfer or other
               disposition of any property or asset, the amount required to be
               reserved, in accordance with GAAP as in effect on the date on
               which the Net Cash Proceeds from such sale, lease, transfer or
               other disposition are determined, and so reserved, against
               liabilities under indemnification obligations, pension and other
               post-employment benefit liabilities or other similar contingent
               liabilities associated with the property and assets subject to
               such sale, lease, transfer or other disposition that are required
               to be so provided for under the terms of the documentation for
               such sale, lease, transfer or other disposition;

           in each case to the extent, but only to the extent, that the
          amounts so deducted are properly attributable to such transaction or
          to the property or asset that is the subject thereof and (i) in the
          case of clauses (a) and (c) of this definition, are actually paid
          substantially contemporaneously with the receipt of such cash to a
          Person that is not an Affiliate of such Person or any of the Loan
          Parties or of any Affiliate of any of the Loan Parties and (ii) in the
          case of clauses (b) and (d) of this definition, are actually paid
          substantially contemporaneously with the receipt of such cash to a
          Person that is not an Affiliate of such Person or any of the Loan
          Parties or any Affiliate of any of the Loan Parties or, so long as
          such Person is not otherwise indemnified therefor, are reserved for in
          accordance with GAAP at the time of receipt of such cash, based upon
          such Person's reasonable estimate of such taxes or contingent
          liabilities, as the case may be (as determined reasonably and in good
          faith by the treasurer or chief financial officer of such Person);
          PROVIDED, HOWEVER, that if, at the time such taxes or such contingent
          liabilities are actually paid or otherwise satisfied, the amount of
          the reserve therefor exceeds the amount paid or otherwise satisfied,
          then the Borrowers shall reduce the Commitments in accordance with the
          terms of Section 2.05(b), and shall prepay the outstanding Advances in
          accordance with the terms of Section 2.06(b)(ii) and (iii), in an
          amount equal to the amount of such excess reserve.

<PAGE>

               "NET TANGIBLE ASSETS" means, at any date, the assets of CBI and
          its Subsidiaries at such date minus the intangible assets of CBI and
          its Subsidiaries, all determined on a consolidated basis in accordance
          with GAAP.

               "NET WORKING CAPITAL" means, at any date, (a) the consolidated
          current assets of CBI and its Subsidiaries as of such date (excluding
          cash and cash equivalents) minus (b) the consolidated current
          liabilities of CBI and its Subsidiaries as of such date (excluding
          current liabilities in respect of Debt).

               "NON-SHARED COLLATERAL SECURITY AGREEMENT" has the meaning
          specified in Section 3.01(a)(ii).

               "NOTE" means a Term Note or a Revolving Credit Note or an
          Incremental Note.

               "NOTICE OF BORROWING" has the meaning specified in Section
          2.02(a).

               "NOTICE OF ISSUANCE" has the meaning specified in Section
          2.03(a).

               "NOTICE OF RENEWAL" has the meaning specified in Section 2.01(d).

               "NOTICE OF SWING LINE BORROWING" has the meaning specified in
          Section 2.02(b).

               "NOTICE OF TERMINATION" has the meaning specified in Section
          2.01(d).

               "NPL" means the National Priorities List under CERCLA.

               "OAK HILL DEBT" means the Obligations of CBI under the Oak Hill
          Indenture.

               "OAK HILL INDENTURE" has the meaning specified in Section
          5.01(q).

               "OBLIGATION" means, with respect to any Person, any payment,
          performance or other obligation of such Person of any kind, including,
          without limitation, any liability of such Person on any claim, whether
          or not the right of any creditor to payment in respect of such claim
          is reduced to judgment, liquidated, unliquidated, fixed, contingent,
          matured, disputed, undisputed, legal, equitable, secured or unsecured,
          and whether or not such claim is discharged, stayed or otherwise
          affected by any proceeding referred to in Section 7.01(f). Without
          limiting the generality of the foregoing, the Obligations of any Loan
          Party under the Loan Documents include (a) the obligation to pay
          principal, interest, Letter of Credit commissions, charges, expenses,
          fees, attorneys' fees and disbursements, indemnities and other amounts
          payable by such Loan Party under any Loan Document and (b) the
          obligation of such Loan Party to reimburse any amount in respect of
          any of the foregoing that any Lender Party, in its sole discretion,
          may elect to pay or advance on behalf of such Loan Party.

<PAGE>

               "OECD" means the Organization for Economic Cooperation and
          Development.

               "OTHER TAXES" has the meaning specified in Section 2.12(b).

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

               "PERMITTED LIENS" means such of the following as to which no
          enforcement, collection, execution, levy or foreclosure proceeding
          shall have been commenced: (a) Liens for taxes, assessments and
          governmental charges or levies not yet due and payable; (b) Liens
          imposed by law, such as materialmen's, mechanics', carriers',
          workmen's and repairmen's Liens and other similar Liens arising in the
          ordinary course of business securing obligations that (i) are not
          overdue for a period of more than 30 days and (ii) individually or
          together with all other Permitted Liens outstanding on any date of
          determination do not materially adversely affect the use of the
          property to which they relate; (c) pledges or deposits to secure
          obligations under workers' compensation laws or similar legislation or
          to secure public or statutory obligations; and (d) easements, rights
          of way and other encumbrances on title to real property that do not
          render title to the property encumbered thereby unmarketable or
          materially adversely affect the use of such property for its present
          purposes.

               "PERMITTED PREFERRED STOCK" means the Convertible Preferred
          Stock, the Junior Convertible Preferred Stock and the Exchangeable
          Preferred Stock.

               "PERMITTED PREFERRED STOCK DOCUMENTS" means, collectively, the
          Certificate of Designation, the Convertible Certificate of Designation
          and the Junior Certificate of Designation, any subscription agreements
          therefor and all of the other agreements, instruments and other
          documents pursuant to which the Permitted Preferred Stock will be or
          has been issued or otherwise setting forth the terms of the Permitted
          Preferred Stock, in each case as such agreement, instrument or other
          document may be amended, supplemented or otherwise modified from time
          to time in accordance with the terms thereof, but only to the extent
          permitted under the terms of the Loan Documents.

               "PERSON" means an individual, partnership, corporation (including
          a business trust), limited liability company, joint stock company,
          trust, unincorporated association, joint venture or other entity, or a
          government or any political subdivision or agency thereof.

               "PLAN" means a Single Employer Plan or a Multiple Employer Plan.

               "PLEDGED DEBT" has the meaning specified in Section 1(a)(iv) of
          the Shared Collateral Security Agreement and Section 1(a)(vi) of the
          Non-Shared Collateral Security Agreement.


<PAGE>

               "PLEDGED SHARES" has the meaning specified in Section 1(a)(iii)
          of the Shared Collateral Security Agreement and Section 1(a)(v) of the
          Non-Shared Collateral Security Agreement.

               "PNC" has the meaning specified in the recital of parties to this
          Agreement.

               "PREFERRED INTERESTS" means, with respect to any Person, Equity
          Interests issued by such Person that are entitled to a preference or
          priority over any other Equity Interests issued by such Person upon
          any distribution of such Person's property and assets, whether by
          dividend or upon liquidation.

               "PRO RATA SHARE" of any amount means, with respect to any
          Revolving Credit Lender at any time, the product of such amount TIMES
          a fraction the numerator of which is the amount of such Lender's
          Revolving Credit Commitment at such time (or, if the Commitments shall
          have been terminated pursuant to Section 2.05 or 7.01, such Lender's
          Revolving Credit Commitment as in effect immediately prior to such
          termination) and the denominator of which is the Revolving Credit
          Facility at such time (or, if the Commitments shall have been
          terminated pursuant to Section 2.05 or 7.01, the Revolving Credit
          Facility as in effect immediately prior to such termination).

               "REALLOCATED COMMITMENTS" means $150,000,000 of the Term A
          Commitments of the Term A Lenders on the Restatement Effective Date
          prior to giving effect to any assignment under Section 2.01(a)(ii).

               "REDEEMABLE" means, with respect to any Equity Interest, any Debt
          or any other right or Obligation, any such Equity Interest, Debt,
          right or Obligation that (a) the issuer has undertaken to redeem at a
          fixed or determinable date or dates, whether by operation of a sinking
          fund or otherwise, or upon the occurrence of a condition not solely
          within the control of the issuer or (b) is redeemable at the option of
          the holder.

               "REGISTER" has the meaning specified in Section 9.07(d).

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

               "RELATED DOCUMENTS" means the Merger Agreement, the Oak Hill
          Indenture, the Subordinated Debt Documents, any intercompany notes
          issued pursuant to Section 5.02(b)(ii), documents related to the
          Surviving Debt and the Permitted Preferred Stock Documents.

               "REORGANIZATION SUB" has the meaning specified in the Preliminary
          Statements.

               "REORGANIZATION MERGER" has the meaning specified in the
          Preliminary Statements.

<PAGE>

               "REQUIRED LENDERS" means, at any time, Lenders owed or holding at
          least a majority in interest of the sum of (a) the aggregate principal
          amount of the Advances outstanding at such time, (b) the aggregate
          Available Amount of all Letters of Credit outstanding at such time,
          (c) the aggregate unused Commitments under the Term Facilities at such
          time and (d) the aggregate Unused Revolving Credit Commitments at such
          time; PROVIDED, HOWEVER, that if any Lender shall be a Defaulting
          Lender at such time, there shall be excluded from the determination of
          Required Lenders at such time (A) the aggregate principal amount of
          the Advances owing to such Lender (in its capacity as a Lender) and
          outstanding at such time, (B) such Lender's Pro Rata Share of the
          aggregate Available Amount of all Letters of Credit outstanding at
          such time, (C) the aggregate unused Term Commitments of such Lender at
          such time and (D) the Unused Revolving Credit Commitment of such
          Lender at such time. For purposes of this definition, the aggregate
          principal amount of Swing Line Advances owing to any Swing Line Bank
          and of Letter of Credit Advances owing to any Issuing Bank and the
          Available Amount of each Letter of Credit shall be considered to be
          owed to the Revolving Credit Lenders ratably in accordance with their
          respective Revolving Credit Commitments.

               "RESPONSIBLE OFFICER" means the chief executive officer, the
          president, the chief financial officer, the principal accounting
          officer or the treasurer (or the equivalent of any of the foregoing)
          of the Borrower or any of its Subsidiaries or any other officer,
          partner or member (or person performing similar functions) of the
          Borrower or any of its Subsidiaries responsible for overseeing the
          administration of, or reviewing compliance with, all or any portion of
          this Agreement and the other Loan Documents.

               "RESTATEMENT EFFECTIVE DATE" shall have the meaning set forth in
          Section 2 of the Amendment and Restatement.

               "REVOLVING CREDIT ADVANCE" has the meaning specified in Section
          2.01(b).

               "REVOLVING CREDIT BORROWING" means a borrowing consisting of
          simultaneous Revolving Credit Advances of the same Type made by the
          Revolving Credit Lenders.

               "REVOLVING CREDIT COMMITMENT" means, with respect to any
          Revolving Credit Lender at any time, the amount set forth opposite
          such Lender's name on Schedule I hereto under the caption "Revolving
          Credit Commitment" or, if such Lender has entered into one or more
          Assignment and Acceptances, set forth for such Lender in the Register
          maintained by the Administrative Agent pursuant to Section 9.07(d) as
          such Lender's "Revolving Credit Commitment", as such amount may be
          reduced at or prior to such time pursuant to Section 2.05.

               "REVOLVING CREDIT FACILITY" means, at any time, the aggregate
          amount of the Revolving Credit Lenders' Revolving Credit Commitments
          at such time.

<PAGE>

               "REVOLVING CREDIT LENDER" means any Lender that has a Revolving
          Credit Commitment.

               "REVOLVING CREDIT NOTE" means a promissory note of a Borrower
          payable to the order of any Revolving Credit Lender, in substantially
          the form of Exhibit A-1 hereto, evidencing the aggregate indebtedness
          of such Borrower to such Lender resulting from the Revolving Credit
          Advances, Letter of Credit Advances and Swing Line Advances made by
          such Lender, as amended.

               "SECURED HEDGE AGREEMENT" means any Hedge Agreement required or
          permitted under Article V that is entered into by and between any
          Borrower and any Hedge Bank.

               "SECURED OBLIGATIONS" has the meaning specified in Section 2 of
          the Security Agreements.

               "SECURED PARTIES" means the Agents and the Lender Parties.

               "SECURITY AGREEMENTS" means the Shared Collateral Security
          Agreement or the Non-Shared Collateral Security Agreement.

               "SENIOR SECURED DEBT/EBITDA RATIO" means, at any date of
          determination, the ratio of Consolidated Senior Secured Debt of CBI
          and its Subsidiaries as at the end of the most recently ended fiscal
          quarter of CBI for which financial statements are required to be
          delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as
          the case may be, to Consolidated EBITDA of CBI and its Subsidiaries
          for the period of four consecutive fiscal quarters of CBI ended on or
          immediately prior to such date.

               "SENIOR SECURED DEBT" means, as of any date, the Advances and
          that portion of Debt (excluding all indebtedness and payment
          Obligations referred to in clauses (g) and (h) of the definition of
          "Debt" herein) that ranks PARI PASSU with the Advances and is secured
          by any collateral, including, without limitation, the CBI 7 1/4 %
          Notes.

               "SHARED COLLATERAL SECURITY AGREEMENT" has the meaning specified
          in Section 3.01(a)(ii).

               "SINGLE EMPLOYER PLAN" means a single employer plan, as defined
          in Section 4001(a)(15) of ERISA, that (a) is maintained for employees
          of any Loan Party or any ERISA Affiliate and no Person other than the
          Loan Parties and the ERISA Affiliates or (b) was so maintained, and in
          respect of which any Loan Party or any ERISA Affiliate could have
          liability under Section 4069 of ERISA in the event such plan has been
          or were to be terminated.

<PAGE>

               "SOLVENT" and "SOLVENCY" mean, with respect to any Person on a
          particular date, that on such date (a) the fair value of the property
          of such Person is greater than the total amount of liabilities,
          including, without limitation, contingent liabilities, of such Person,
          (b) the present fair salable value of the assets of such Person is not
          less than the amount that will be required to pay the probable
          liability of such Person on its debts as they become absolute and
          matured, (c) such Person does not intend to, and does not believe that
          it will, incur debts or liabilities beyond such Person's ability to
          pay such debts and liabilities as they mature and (d) such Person is
          not engaged in business or a transaction, and is not about to engage
          in business or a transaction, for which such Person's property would
          constitute an unreasonably small capital. The amount of contingent
          liabilities at any time shall be computed as the amount that, in the
          light of all the facts and circumstances existing at such time,
          represents the amount that can reasonably be expected to become an
          actual or matured liability.

               "SPC" has the meaning specified in Section 9.07(j).

               "S&P" means Standard & Poor's, a division of the McGraw-Hill
          Companies, Inc.

               "SSBI" has the meaning specified in the recital of parties to
          this Agreement.

               "SUB" has the meaning specified in the Preliminary Statements.

               "SUBORDINATED DEBT" means any Debt of any Loan Party that is
          subordinated to the Obligations of such Loan Party under the Loan
          Documents and that otherwise contains terms and conditions reasonably
          satisfactory to the Required Lenders.

               "SUBORDINATED DEBT DOCUMENTS" means all agreements, indentures
          and instruments pursuant to which Subordinated Debt is issued and that
          otherwise contains terms and conditions reasonably satisfactory to the
          Required Lenders, in each case as amended, to the extent permitted
          under the Loan Documents.

               "SUBSIDIARY" of any Person means any corporation, partnership,
          joint venture, limited liability company, trust or estate of which (or
          in which) more than 50% of (a) the issued and outstanding capital
          stock having ordinary voting power to elect a majority of the Board of
          Directors of such corporation (irrespective of whether at the time
          capital stock of any other class or classes of such corporation shall
          or might have voting power upon the occurrence of any contingency),
          (b) the interest in the capital or profits of such partnership, joint
          venture or limited liability company or (c) the beneficial interest in
          such trust or estate is at the time directly or indirectly owned or
          controlled by such Person, by such Person and one or more of its other
          Subsidiaries or by one or more of such Person's other Subsidiaries.

               "SUBSIDIARY GUARANTIES" has the meaning specified in Section
          3.01(a)(iii).

<PAGE>

               "SUBSIDIARY GUARANTORS" means the Subsidiaries of CBI listed on
          Schedule II hereto and each other Subsidiary of CBI that shall be
          required to execute and deliver a guaranty pursuant to Section
          5.01(j).

               "SURVIVING DEBT" means Debt of each Loan Party and its
          Subsidiaries outstanding immediately before and after giving effect to
          the Transaction.

               "SWING LINE ADVANCE" MEANS an advance made by (a) any Swing Line
          Bank pursuant to Section 2.01(c) or (b) any Revolving Credit Lender
          pursuant to Section 2.02(b).

               "SWING LINE BANK" means each of CUSA and Bank of America.

               "SWING LINE BORROWING" means a borrowing consisting of a Swing
          Line Advance made by any Swing Line Bank pursuant to Section 2.01(c)
          or the Revolving Credit Lenders pursuant to Section 2.02(b).

               "SWING LINE FACILITY" has the meaning specified in Section
          2.01(c).

               "SYNDICATION AGENT" has the meaning specified in the recital of
          parties to this Agreement.

               "TAXES" has the meaning specified in Section 2.12(a).

               "TERM A ADVANCE" has the meaning specified in Section 2.01(a)(i).

               "TERM A COMMITMENT" means the Commitment of each Term Lender to
          make Term A Advances on the Restatement Effective Date prior to giving
          effect to any assignment under Section 2.01(a)(ii).

               "TERM A LENDER" means each Term Lender that has a Term A
          Commitment.

               "TERM ADVANCES" means, collectively, Term A Advances and
          Incremental Term B Advances.

               "TERM B ADVANCE" has the meaning specified in Section
          2.01(a)(ii).

               "TERM BORROWING" means a borrowing consisting of simultaneous
          Term Advances of the same Type made by the Term Lenders.

               "TERM COMMITMENT" means, with respect to any Term Lender at any
          time, the amount set forth opposite such Lender's name on Schedule I
          hereto under the caption "Term Commitment" or, if such Lender has
          entered into one or more Assignment and

<PAGE>

          Acceptances, set forth for such Lender in the Register maintained
          by the Administrative Agent pursuant to Section 9.07(d) as such
          Lender's "Term Commitment", as such amount may be reduced at or prior
          to such time pursuant to Section 2.05.

               "TERM FACILITY" means, at any time, the aggregate amount of the
          Term Lenders' Term Commitments at such time.

               "TERM LENDER" means any Lender that has a Term Commitment.

               "TERM NOTE" means a promissory note of a Borrower payable to the
          order of any Term Lender, in substantially the form of Exhibit A-2
          hereto, evidencing the indebtedness of such Borrower to such Lender
          resulting from the Term Advance made by such Lender, as amended.

               "TERMINATION DATE" means (i) in the case of the Incremental Term
          B Facility, the earlier of December 30, 2006 and the date of
          termination in whole of the Incremental Commitments with respect to
          the Incremental Term B Facility pursuant to Section 2.05 or 7.01 and
          (ii) in the case of each other Facility, the earlier of November 9,
          2004 and the date of termination in whole of the Revolving Credit
          Commitments, the Letter of Credit Commitments and the Term Commitments
          pursuant to Section 2.05 or 7.01.

               "TOTAL DEBT/CAPITALIZATION RATIO" means, at any date of
          determination, the ratio (expressed as a percentage) of Consolidated
          Debt of CBI and its Subsidiaries (excluding (x) Debt of CBI under the
          Oak Hill Indenture for so long as interest payable thereunder is paid
          in kind and (y) all indebtedness and payment Obligations referred to
          in clauses (g) and (h) of the definition of "Debt" herein) as at the
          end of the most recently ended fiscal quarter of CBI for which
          financial statements are required to be delivered to the Lender
          Parties pursuant to Section 5.03(b) or (c), as the case may be, to
          Capitalization of CBI and its Subsidiaries (for avoidance of doubt,
          including Debt of CBI under the Oak Hill Indenture) as at the end of
          such fiscal quarter.

               "TRANSACTION" means the Merger and the other transactions
          contemplated by the Transaction Documents.

               "TRANSACTION DOCUMENTS" means, collectively, the Loan Documents
          and the Related Documents.

               "2004 LETTERS OF CREDIT" means (i) the $47,742 letter of credit
          issued to Utah State Retirement Investment Fund issued by Bank of
          America that expires April 20, 2004 and (ii) the $138,112 letter of
          credit issued to Overseas Partners (333), Inc. issued by Bank of
          America that expires July 14, 2004.

               "TYPE" refers to the distinction between Advances bearing
          interest at the Base Rate and Advances bearing interest at the
          Eurodollar Rate.



<PAGE>

               "UNUSED REVOLVING CREDIT COMMITMENT" means, with respect to any
          Revolving Credit Lender at any time, (a) such Lender's Revolving
          Credit Commitment at such time MINUS (b) the sum of (i) the aggregate
          principal amount of all Revolving Credit Advances, Swing Line Advances
          and Letter of Credit Advances made by such Lender (in its capacity as
          a Lender) and outstanding at such time PLUS (ii) such Lender's Pro
          Rata Share of (A) the aggregate Available Amount of all Letters of
          Credit outstanding at such time, (B) the aggregate principal amount of
          all Letter of Credit Advances made by the Issuing Banks pursuant to
          Section 2.03(c) and outstanding at such time and (C) the aggregate
          principal amount of all Swing Line Advances made by the Swing Line
          Banks pursuant to Section 2.01(c) and outstanding at such time.

               "VOTING INTERESTS" means shares of capital stock issued by a
          corporation, or equivalent Equity Interests in any other Person, the
          holders of which are ordinarily, in the absence of contingencies,
          entitled to vote for the election of directors (or persons performing
          similar functions) of such Person, even if the right so to vote has
          been suspended by the happening of such a contingency.

               "WELFARE PLAN" means a welfare plan, as defined in Section 3(1)
          of ERISA, that is maintained for employees of any Loan Party or in
          respect of which any Loan Party could have liability.

               "WITHDRAWAL LIABILITY" has the meaning specified in Part I of
          Subtitle E of Title IV of ERISA.

                    SECTION 1.02. COMPUTATION OF TIME PERIODS; OTHER
          DEFINITIONAL PROVISIONS. In this Agreement and the other Loan
          Documents in the computation of periods of time from a specified date
          to a later specified date, the word "FROM" means "from and including"
          and the words "TO" and "UNTIL" each mean "to but excluding".
          References in the Loan Documents to any agreement or contract "AS
          AMENDED" shall mean and be a reference to such agreement or contract
          as amended, amended and restated, supplemented or otherwise modified
          from time to time in accordance with its terms.

                    SECTION 1.03. ACCOUNTING TERMS. All accounting terms not
          specifically defined herein shall be construed in accordance with
          generally accepted accounting principles consistent with those applied
          in the preparation of the financial statements referred to in Section
          4.01(g) ("GAAP").

<PAGE>

                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE ADVANCES
                           AND THE LETTERS OF CREDIT

                    SECTION 2.01. THE ADVANCES AND THE LETTERS OF CREDIT. "(a)
          THE TERM ADVANCES. (i) Each Term Lender severally agrees, on the terms
          and conditions hereinafter set forth, to make advances (each a "TERM A
          ADVANCE") to the Borrowers on any Business Day during the period from
          the date hereof until the date that is one year from the date hereof
          in an aggregate amount not to exceed the unused portion of such
          Lender's Term Commitment at such time. Each Term Borrowing shall be in
          an aggregate amount of $10,000,000 or an integral multiple of
          $1,000,000 in excess thereof (or if less, the amount of the aggregate
          unused portion of the Term Commitments at such time) and shall consist
          of Term Advances made simultaneously by the Term Lenders ratably
          according to their Term Commitments. Amounts borrowed under this
          Section 2.01(a)(i) and repaid or prepaid may not be reborrowed; EXCEPT
          the Borrowers may reborrow up to the principal amount prepaid on the
          Term A Advances from the proceeds of the Incremental Term B Facility
          less the principal amount of the Assigned Advances.

               (ii) Each of the Term A Lenders will, as of the Restatement
          Effective Date, sell and assign to the Incremental Lenders an
          undivided interest in and to all of its respective rights and
          obligations under and in respect of its ratable portion (based on its
          Term A Commitment) of the Reallocated Commitments and the Assigned
          Advances and each of the Incremental Lenders severally agrees, on the
          terms and conditions hereinafter set forth, to purchase and assume an
          undivided interest in its ratable portion (based on its Incremental
          Commitment) of the Reallocated Commitments and the Assigned Advances
          being so sold and assigned to the Incremental Lenders on such date.
          Immediately after giving effect to all of the assignments and
          assumptions described in the immediately preceding sentence, the
          Assigned Advances shall be deemed to be Incremental Term B Advances
          made by the Incremental Lenders to the Borrower hereunder on the
          Restatement Effective Date for all purposes of this Agreement. Each
          Incremental Lender severally agrees further, on the terms and
          conditions hereinafter set forth, to make an additional single advance
          (each a "TERM B ADVANCE" and together with the Assigned Advances, each
          an "INCREMENTAL TERM B ADVANCE") to the Borrowers on the Restatement
          Effective Date in an amount not to exceed such Lender's unused portion
          of its Incremental Commitment at such time. The Incremental Borrowing
          under the Incremental Term B Facility shall consist of Term B Advances
          made simultaneously by the Incremental Lenders ratably according to
          their Incremental Commitments. Amounts borrowed under this Section
          2.01(a)(ii) and repaid or prepaid may not be reborrowed."

                    (b) THE REVOLVING CREDIT ADVANCES. Each Revolving Credit
          Lender severally agrees, on the terms and conditions hereinafter set
          forth, to make advances (each a "REVOLVING CREDIT ADVANCE") to the
          Borrowers from time to time on any Business Day during the period from
          the date hereof until the Termination Date in an amount for each such
          Advance


<PAGE>

          not to exceed such Lender's Unused Revolving Credit Commitment at
          such time. Each Revolving Credit Borrowing shall be in an aggregate
          amount of (i) $10,000,000 or an integral multiple of $1,000,000 in
          excess thereof in respect of Eurodollar Rate Advances and (ii)
          $10,000,000 or an integral multiple of $1,000,000 in excess thereof in
          respect of Base Rate Advances (in each case, other than a Borrowing
          the proceeds of which shall be used solely to repay or prepay in full
          outstanding Swing Line Advances or outstanding Letter of Credit
          Advances) and shall consist of Revolving Credit Advances made
          simultaneously by the Revolving Credit Lenders ratably according to
          their Revolving Credit Commitments. Within the limits of each
          Revolving Credit Lender's Unused Revolving Credit Commitment in effect
          from time to time, the Borrowers may borrow under this Section
          2.01(b), prepay pursuant to Section 2.06(a) and reborrow under this
          Section 2.01(b).

                    (c) THE SWING LINE ADVANCES. The Borrowers may request any
          Swing Line Bank to make, and such Swing Line Bank may, if in its sole
          discretion it elects to do so, make, on the terms and conditions
          hereinafter set forth, Swing Line Advances to such Borrower from time
          to time on any Business Day during the period from the date hereof
          until the Termination Date (i) in an aggregate amount owing to all
          Swing Line Banks not to exceed at any time outstanding $75,000,000
          (the "SWING LINE FACILITY") and (ii) in an amount for each such Swing
          Line Borrowing not to exceed the aggregate of the Unused Revolving
          Credit Commitments of the Revolving Credit Lenders at such time. No
          Swing Line Advance shall be used for the purpose of funding the
          payment of principal of any other Swing Line Advance. Each Swing Line
          Borrowing shall be in an amount of $500,000 or an integral multiple of
          $100,000 in excess thereof and shall be made as a Base Rate Advance.
          Within the limits of the Swing Line Facility and within the limits
          referred to in clause (ii) above, so long as any Swing Line Bank, in
          its sole discretion, elects to make Swing Line Advances, the Borrowers
          may borrow under this Section 2.01(c), repay pursuant to Section
          2.04(c) or prepay pursuant to Section 2.06(a) and reborrow under this
          Section 2.01(c).

                    (d) THE LETTERS OF CREDIT. Each Issuing Bank severally
          agrees, on the terms and conditions hereinafter set forth, to issue
          (or cause its Affiliate that is a commercial bank to issue on its
          behalf) letters of credit (the "LETTERS OF CREDIT") for the account of
          a Borrower from time to time on any Business Day during the period
          from the date hereof until 5 Business Days before the Termination Date
          in an aggregate Available Amount (i) for all Letters of Credit issued
          by such Issuing Bank not to exceed at any time the lesser of (x) the
          Letter of Credit Facility at such time and (y) such Issuing Bank's
          Letter of Credit Commitment at such time and (ii) for each such Letter
          of Credit not to exceed an amount equal to the Unused Revolving Credit
          Commitments of the Revolving Credit Lenders at such time. The BofA
          Letters of Credit shall for all purposes be deemed to have been issued
          hereunder and shall constitute use of the Letter of Credit Facility.
          No Letter of Credit, other than the 2004 Letters of Credit, shall have
          an expiration date (including all rights of the Borrower or the
          beneficiary to require renewal) later than the earlier of 5 Business
          Days before the Termination Date and one year after the date of
          issuance thereof, but may by its terms be renewable annually upon
          notice (a "NOTICE OF RENEWAL") given to the Issuing Bank that issued
          such Letter of Credit and the Administrative Agent on or prior to any
          date for notice of renewal set forth in such Letter of Credit but in
          any

<PAGE>

          event at least three Business Days prior to the date of the
          proposed renewal of such Letter of Credit and upon fulfillment of the
          applicable conditions set forth in Article III unless such Issuing
          Bank has notified such Borrower (with a copy to the Administrative
          Agent) on or prior to the date for notice of termination set forth in
          such Letter of Credit but in any event at least 30 Business Days prior
          to the date of automatic renewal of its election not to renew such
          Letter of Credit (a "NOTICE OF TERMINATION"). If either a Notice of
          Renewal is not given by such Borrower or a Notice of Termination is
          given by the relevant Issuing Bank pursuant to the immediately
          preceding sentence, such Letter of Credit shall expire on the date on
          which it otherwise would have been automatically renewed; PROVIDED,
          HOWEVER, that even in the absence of receipt of a Notice of Renewal
          the relevant Issuing Bank may in its discretion, unless instructed to
          the contrary by the Administrative Agent or such Borrower, deem that a
          Notice of Renewal had been timely delivered and in such case, a Notice
          of Renewal shall be deemed to have been so delivered for all purposes
          under this Agreement. Each Letter of Credit shall contain a provision
          authorizing the Issuing Bank that issued such Letter of Credit to
          deliver to the beneficiary of such Letter of Credit, upon the
          occurrence and during the continuance of an Event of Default, a notice
          (a "DEFAULT TERMINATION NOTICE") terminating such Letter of Credit and
          giving such beneficiary 15 days to draw such Letter of Credit. Within
          the limits of the Letter of Credit Facility, and subject to the limits
          referred to above, such Borrower may request the issuance of Letters
          of Credit under this Section 2.01(d), repay any Letter of Credit
          Advances resulting from drawings thereunder pursuant to Section
          2.04(d) and request the issuance of additional Letters of Credit under
          this Section 2.01(d).

                    SECTION 2.02. MAKING THE ADVANCES. (a) Except as otherwise
          provided in Section 2.02(b) or 2.03, each Borrowing shall be made on
          notice, given not later than 11:00 A.M. (New York City time) on the
          third Business Day prior to the date of the proposed Borrowing in the
          case of a Borrowing consisting of Eurodollar Rate Advances, or the
          first Business Day prior to the date of the proposed Borrowing in the
          case of a Borrowing consisting of Base Rate Advances, by a Borrower to
          the Administrative Agent, which shall give to each Appropriate Lender
          prompt notice thereof by telex or telecopier. Each such notice of a
          Borrowing (a "NOTICE OF BORROWING") shall be by telephone, confirmed
          immediately in writing, or telex or telecopier, in substantially the
          form of Exhibit B hereto, specifying therein the requested (i) date of
          such Borrowing, (ii) Facility under which such Borrowing is to be
          made, (iii) Type of Advances comprising such Borrowing, (iv) aggregate
          amount of such Borrowing and (v) in the case of a Borrowing consisting
          of Eurodollar Rate Advances, initial Interest Period for each such
          Advance. Each Appropriate Lender shall, before 11:00 A.M. (New York
          City time) on the date of such Borrowing, make available for the
          account of its Applicable Lending Office to the Administrative Agent
          at the Administrative Agent's Account, in same day funds, such
          Lender's ratable portion of such Borrowing in accordance with the
          respective Commitments under the applicable Facility of such Lender
          and the other Appropriate Lenders. After the Administrative Agent's
          receipt of such funds and upon fulfillment of the applicable
          conditions set forth in Article III, the Administrative Agent will
          make such funds available to such Borrower by crediting such
          Borrower's Account; PROVIDED, HOWEVER, that, in the case of any
          Revolving Credit Borrowing, the Administrative Agent shall first make
          a portion of such funds equal to the aggregate principal amount of any
          Swing Line Advances and Letter of Credit

<PAGE>

          Advances made by any Swing Line Bank or any Issuing Bank, as
          the case may be, and by any other Revolving Credit Lender and
          outstanding on the date of such Revolving Credit Borrowing, plus
          interest accrued and unpaid thereon to and as of such date, available
          to such Swing Line Bank or such Issuing Bank, as the case may be, and
          such other Revolving Credit Lenders for repayment of such Swing Line
          Advances and Letter of Credit Advances.

                    (b) Each Swing Line Borrowing shall be made on notice, given
          not later than 1:00 P.M. (New York City time) on the date of the
          proposed Swing Line Borrowing, by a Borrower to any Swing Line Bank
          and the Administrative Agent. Each such notice of a Swing Line
          Borrowing (a "NOTICE OF SWING LINE BORROWING") shall be by telephone,
          confirmed immediately in writing, or telex or telecopier, specifying
          therein the requested (i) date of such Borrowing, (ii) amount of such
          Borrowing and (iii) maturity of such Borrowing (which maturity shall
          be no later than the seventh day after the requested date of such
          Borrowing). If, in its sole discretion, it elects to make the
          requested Swing Line Advance, such Swing Line Bank will make the
          amount thereof available to the Administrative Agent at the
          Administrative Agent's Account, in same day funds. After the
          Administrative Agent's receipt of such funds and upon fulfillment of
          the applicable conditions set forth in Article III, the Administrative
          Agent will make such funds available to such Borrower by crediting
          such Borrower's Account. Upon written demand by any Swing Line Bank
          with an outstanding Swing Line Advance, with a copy of such demand to
          the Administrative Agent, each other Revolving Credit Lender shall
          purchase from such Swing Line Bank, and such Swing Line Bank shall
          sell and assign to each such other Revolving Credit Lender, such other
          Lender's Pro Rata Share of such outstanding Swing Line Advance as of
          the date of such demand, by making available for the account of its
          Applicable Lending Office to the Administrative Agent for the account
          of such Swing Line Bank, by deposit to the Administrative Agent's
          Account, in same day funds, an amount equal to the portion of the
          outstanding principal amount of such Swing Line Advance to be
          purchased by such Lender. Such Borrower hereby agrees to each such
          sale and assignment. Each Revolving Credit Lender agrees to purchase
          its Pro Rata Share of an outstanding Swing Line Advance on (i) the
          Business Day on which demand therefor is made by the Swing Line Bank
          that made such Advance, PROVIDED that notice of such demand is given
          not later than 11:00 A.M. (New York City time) on such Business Day or
          (ii) the first Business Day next succeeding such demand if notice of
          such demand is given after such time. Upon any such assignment by a
          Swing Line Bank to any other Revolving Credit Lender of a portion of a
          Swing Line Advance, such Swing Line Bank represents and warrants to
          such other Lender that such Swing Line Bank is the legal and
          beneficial owner of such interest being assigned by it, but makes no
          other representation or warranty and assumes no responsibility with
          respect to such Swing Line Advance, the Loan Documents or any Loan
          Party. If and to the extent that any Revolving Credit Lender shall not
          have so made the amount of such Swing Line Advance available to the
          Administrative Agent, such Revolving Credit Lender agrees to pay to
          the Administrative Agent forthwith on demand such amount together with
          interest thereon, for each day from the date of demand by such Swing
          Line Bank until the date such amount is paid to the Administrative
          Agent, at the Federal Funds Rate. If such Lender shall pay to the
          Administrative Agent such amount for the account of such Swing Line
          Bank on any Business Day, such amount so paid in respect of principal
          shall constitute a Swing Line Advance made by such Lender on such
          Business Day for purposes

<PAGE>

          of this Agreement, and the outstanding principal amount of the Swing
          Line Advance made by such Swing Line Bank shall be reduced by such
          amount on such Business Day.

                    (c) Anything in subsection (a) above to the contrary
          notwithstanding, (i) no Borrower may select Eurodollar Rate Advances
          for the initial Borrowing hereunder or for any Borrowing if the
          aggregate amount of such Borrowing is less than $10,000,000 or if the
          obligation of the Appropriate Lenders to make Eurodollar Rate Advances
          shall then be suspended pursuant to Section 2.09 or 2.10, (ii) until
          the closing of the general syndication of the Facility but in any
          event no later than November 30, 1999, no Borrower may select an
          Interest Period of more than 1 month for Eurodollar Rate Advances and
          (iii) the Term Advances may not be outstanding as part of more than
          five separate Borrowings and the Revolving Credit Advances may not be
          outstanding as part of more than five separate Borrowings.

                    (d) Each Notice of Borrowing and Notice of Swing Line
          Borrowing shall be irrevocable and binding on the Borrower that
          requested such Borrowing. In the case of any Borrowing that the
          related Notice of Borrowing specifies is to be comprised of Eurodollar
          Rate Advances, the Borrower that requested such Borrowing shall
          indemnify each Appropriate Lender against any loss, cost or expense
          incurred by such Lender as a result of any failure to fulfill on or
          before the date specified in such Notice of Borrowing for such
          Borrowing the applicable conditions set forth in Article III,
          including, without limitation, any loss (including loss of anticipated
          profits), cost or expense incurred by reason of the liquidation or
          reemployment of deposits or other funds acquired by such Lender to
          fund the Advance to be made by such Lender as part of such Borrowing
          when such Advance, as a result of such failure, is not made on such
          date.

                    (e) Unless the Administrative Agent shall have received
          notice from an Appropriate Lender prior to the date of any Borrowing
          under a Facility under which such Lender has a Commitment that such
          Lender will not make available to the Administrative Agent such
          Lender's ratable portion of such Borrowing, the Administrative Agent
          may assume that such Lender has made such portion available to the
          Administrative Agent on the date of such Borrowing in accordance with
          subsection (a) of this Section 2.02 and the Administrative Agent may,
          in reliance upon such assumption, make available to the Borrower that
          requested such Borrowing on such date a corresponding amount. If and
          to the extent that such Lender shall not have so made such ratable
          portion available to the Administrative Agent, such Lender and the
          Borrower that requested such Borrowing severally agree to repay or pay
          to the Administrative Agent forthwith on demand such corresponding
          amount and to pay interest thereon, for each day from the date such
          amount is made available to such Borrower until the date such amount
          is repaid or paid to the Administrative Agent, at (i) in the case of
          such Borrower, the interest rate applicable at such time under Section
          2.07 to Advances comprising such Borrowing and (ii) in the case of
          such Lender, the Federal Funds Rate. If such Lender shall pay to the
          Administrative Agent such corresponding amount, such amount so paid
          shall constitute such Lender's Advance as part of such Borrowing for
          all purposes.



<PAGE>

                    (f) The failure of any Lender to make the Advance to be made
          by it as part of any Borrowing shall not relieve any other Lender of
          its obligation, if any, hereunder to make its Advance on the date of
          such Borrowing, but no Lender shall be responsible for the failure of
          any other Lender to make the Advance to be made by such other Lender
          on the date of any Borrowing.

                    SECTION 2.03. ISSUANCE OF AND DRAWINGS AND REIMBURSEMENT
          UNDER LETTERS OF CREDIT. (a) REQUEST FOR ISSUANCE. Each Letter of
          Credit shall be issued upon notice, given not later than 11:00 A.M.
          (New York City time) on the fifth Business Day prior to the date of
          the proposed issuance of such Letter of Credit, by a Borrower to any
          Issuing Bank, which shall give to the Administrative Agent and each
          Revolving Credit Lender prompt notice thereof by telex or telecopier.
          Each such notice of issuance of a Letter of Credit (a "NOTICE OF
          ISSUANCE") shall be by telephone, confirmed immediately in writing, or
          telex or telecopier, specifying therein the requested (A) date of such
          issuance (which shall be a Business Day), (B) Available Amount of such
          Letter of Credit, (C) expiration date of such Letter of Credit, (D)
          name and address of the beneficiary of such Letter of Credit and (E)
          form of such Letter of Credit, and shall be accompanied by such
          application and agreement for letter of credit as such Issuing Bank
          may specify to such Borrower for use in connection with such requested
          Letter of Credit (a "LETTER OF CREDIT AGREEMENT"). If (x) the
          requested form of such Letter of Credit is acceptable to such Issuing
          Bank in its sole discretion and (y) it has not received notice of
          objection to such issuance from Lenders holding at least 50% of the
          Revolving Credit Commitments such Issuing Bank will, upon fulfillment
          of the applicable conditions set forth in Article III, make such
          Letter of Credit available to such Borrower at its office referred to
          in Section 9.02 or as otherwise agreed with such Borrower in
          connection with such issuance. In the event and to the extent that the
          provisions of any Letter of Credit Agreement shall conflict with this
          Agreement, the provisions of this Agreement shall govern.

                    (b) LETTER OF CREDIT REPORTS. Each Issuing Bank shall
          furnish (A) to the Administrative Agent on the first Business Day of
          each week a written report summarizing issuance and expiration dates
          of Letters of Credit issued by such Issuing Bank during the previous
          week and drawings during such week under all Letters of Credit issued
          by such Issuing Bank, (B) to each Revolving Credit Lender on the first
          Business Day of each month a written report summarizing issuance and
          expiration dates of Letters of Credit issued by such Issuing Bank
          during the preceding month and drawings during such month under all
          Letters of Credit issued by such Issuing Bank and (C) to the
          Administrative Agent and each Revolving Credit Lender on the first
          Business Day of each calendar quarter a written report setting forth
          the average daily aggregate Available Amount during the preceding
          calendar quarter of all Letters of Credit issued by such Issuing Bank.

                    (c) DRAWING AND REIMBURSEMENT. The payment by any Issuing
          Bank of a draft drawn under any Letter of Credit shall constitute for
          all purposes of this Agreement the making by such Issuing Bank of a
          Letter of Credit Advance, which shall be a Base Rate Advance, in the
          amount of such draft. Upon written demand by any Issuing Bank with an
          outstanding Letter of Credit Advance, with a copy of such demand to
          the Administrative Agent,

<PAGE>

          each Revolving Credit Lender shall purchase from such Issuing Bank,
          and such Issuing Bank shall sell and assign to each such Revolving
          Credit Lender, such Lender's Pro Rata Share of such outstanding Letter
          of Credit Advance as of the date of such purchase, by making available
          for the account of its Applicable Lending Office to the Administrative
          Agent for the account of such Issuing Bank, by deposit to the
          Administrative Agent's Account, in same day funds, an mount equal to
          the portion of the outstanding principal amount of such Letter of
          Credit Advance to be purchased by such Lender. Promptly after receipt
          thereof, the Administrative Agent shall transfer such funds to such
          Issuing Bank. Each Borrower hereby agrees to each such sale and
          assignment. Each Revolving Credit Lender agrees to purchase its Pro
          Rata Share of an outstanding Letter of Credit Advance on (i) the
          Business Day on which demand therefor is made by the Issuing Bank
          which made such Advance, PROVIDED that notice of such demand is given
          not later than 11:00 A.M. (New York City time) on such Business Day,
          or (ii) the first Business Day next succeeding such demand if notice
          of such demand is given after such time. Upon any such assignment by
          an Issuing Bank to any Revolving Credit Lender of a portion of a
          Letter of Credit Advance, such Issuing Bank represents and warrants to
          such other Lender that such Issuing Bank is the legal and beneficial
          owner of such interest being assigned by it, free and clear of any
          liens, but makes no other representation or warranty and assumes no
          responsibility with respect to such Letter of Credit Advance, the Loan
          Documents or any Loan Party. If and to the extent that any Revolving
          Credit Lender shall not have so made the amount of such Letter of
          Credit Advance available to the Administrative Agent, such Revolving
          Credit Lender agrees to pay to the Administrative Agent forthwith on
          demand such amount together with interest thereon, for each day from
          the date of demand by such Issuing Bank until the date such amount is
          paid to the Administrative Agent, at the Federal Funds Rate for its
          account or the account of such Issuing Bank, as applicable. If such
          Lender shall pay to the Administrative Agent such amount for the
          account of such Issuing Bank on any Business Day, such amount so paid
          in respect of principal shall constitute a Letter of Credit Advance
          made by such Lender on such Business Day for purposes of this
          Agreement, and the outstanding principal amount of the Letter of
          Credit Advance made by such Issuing Bank shall be reduced by such
          amount on such Business Day.

                    (d) FAILURE TO MAKE LETTER OF CREDIT ADVANCES. The failure
          of any Lender to make the Letter of Credit Advance to be made by it on
          the date specified in Section 2.03(c) shall not relieve any other
          Lender of its obligation hereunder to make its Letter of Credit
          Advance on such date, but no Lender shall be responsible for the
          failure of any other Lender to make the Letter of Credit Advance to be
          made by such other Lender on such date.

                    SECTION 2.04. REPAYMENT OF ADVANCES. (a) TERM ADVANCES. (i)
          The Borrowers shall repay to the Administrative Agent for the ratable
          account of the Term Lenders the aggregate outstanding principal amount
          of the Term Advances on the following dates in an amount equal to the
          percentage of the aggregate principal amount of all of the Term
          Advances outstanding on the date that is one year from the date hereof
          (after giving effect to all Term Borrowings, if any, made during such
          period) set forth opposite such dates (in each case which amounts
          shall be reduced as a result of the application of prepayments in
          accordance with the order of priority set forth in Section 2.06):

<PAGE>

<TABLE>
<CAPTION>
                  DATE                                                    PERCENTAGE
<S>              <C>                                                     <C>
                  March 28, 2002                                                3.75%
                  June 27, 2002                                                 3.75%
                  September 27, 2002                                            3.75%
                  December 30, 2002                                             3.75%

                  March 29, 2003                                                6.25%
                  June 27, 2003                                                 6.25%
                  September 29, 2003                                            6.25%
                  December 30, 2003                                             6.25%

                  March 30, 2004                                                15.00%
                  June 29, 2004                                                 15.00%
                  September 29, 2004                                            15.00%
</TABLE>

PROVIDED, HOWEVER, that, notwithstanding the foregoing provisions of this
Section 2.04(a)(i), the final principal repayment installment of the Term
Advances shall be repaid in full on the Termination Date and in any event shall
be in an amount equal to the aggregate principal amount of all Term Advances
outstanding on such date.

               (ii) The Borrowers shall repay to the Administrative Agent for
the ratable account of the Incremental Lenders that are Lenders under the
Incremental Term B Facility, the aggregate outstanding principal amount of the
Incremental Term B Advances on the following dates in an amount equal to the
percentage of the aggregate principal amount of all of the Incremental Term B
Advances outstanding on the date that is two years from the date hereof (after
giving effect to all Borrowings under the Incremental Term B Facility, if any,
made during such period) set forth opposite such dates (in each case which
amounts shall be reduced as a result of the application of prepayments in
accordance with the order of priority set forth in Section 2.06):

<TABLE>
<CAPTION>
                  DATE                                                      PERCENTAGE
<S>              <C>                                                      <C>
                  March 28, 2002                                                 0.25%
                  June 27, 2002                                                  0.25%
                  September 27, 2002                                             0.25%
                  December 30, 2002                                              0.25%

                  March 29, 2003                                                 0.25%
                  June 27, 2003                                                  0.25%
                  September 29, 2003                                             0.25%
                  December 30, 2003                                              0.25%


<PAGE>

                  March 30, 2004                                                 0.25%
                  June 29, 2004                                                  0.25%
                  September 29, 2004                                             0.25%
                  December 30, 2004                                              0.25%

                  March 30, 2005                                                 0.25%
                  June 29, 2005                                                  0.25%
                  September 29, 2005                                             0.25%
                  December 30, 2005                                              0.25%

                  March 30, 2006                                               24.00%
                  June 29, 2006                                                24.00%
                  September 29, 2006                                           24.00%
                  December 30, 2006                                            24.00%
</TABLE>

PROVIDED, HOWEVER, that, notwithstanding the foregoing provisions of this
Section 2.04(a)(ii), the final principal repayment installment of the
Incremental Term B Advances shall be repaid in full on the Termination Date and
in any event shall be in an amount equal to the aggregate principal amount of
all Incremental Term B Advances outstanding on such date.

               (b) REVOLVING CREDIT ADVANCES. Each of the Borrowers shall repay
to the Administrative Agent for the ratable account of the Revolving Credit
Lenders on the Termination Date the aggregate principal amount of the Revolving
Credit Advances made to such Borrower and outstanding on such date.

               (c) SWING LINE ADVANCES. Each of the Borrowers shall repay to the
Administrative Agent for the account of each Swing Line Bank and each other
Revolving Credit Lender that has made a Swing Line Advance the outstanding
principal amount of each Swing Line Advance made to such Borrower by each of
them on the earlier of the maturity date specified in the applicable Notice of
Swing Line Borrowing (which maturity shall be no later than the seventh day
after the requested date of such Borrowing) and the Termination Date.

               (d) LETTER OF CREDIT ADVANCES. (i) Each of the Borrowers shall
repay to the Administrative Agent for the account of each Issuing Bank and each
other Revolving Credit Lender that has made a Letter of Credit Advance on the
earlier of the day on which such Advance was made and the Termination Date, the
outstanding principal amount of each Letter of Credit Advance made to such
Borrower by each of them; PROVIDED, that to the extent not promptly repaid by
such Borrower, a Base Rate Advance shall be deemed made automatically by each
Issuing Bank and each other Revolving Credit Lender, in an amount equal to such

<PAGE>

Issuing Bank's or Lender's Pro Rata Share of such outstanding Letter of Credit
Advance, on the date on which such repayment is required in the aggregate amount
of such Letter of Credit Advance, without regard to minimum borrowing amounts or
to the conditions set forth in Section 3.02.

               (ii) The Obligations of each of the Borrowers under this
Agreement, any Letter of Credit Agreement and any other agreement or instrument
relating to any Letter of Credit shall be unconditional and irrevocable, and
shall be paid strictly in accordance with the terms of this Agreement, such
Letter of Credit Agreement and such other agreement or instrument under all
circumstances, including, without limitation, the following circumstances:

               (A) any lack of validity or enforceability of any Loan Document,
          any Letter of Credit Agreement, any Letter of Credit or any other
          agreement or instrument relating thereto (all of the foregoing being,
          collectively, the "L/C RELATED DOCUMENTS");

               (B) any change in the time, manner or place of payment of, or in
          any other term of, all or any of the Obligations of such Borrower in
          respect of any L/C Related Document or any other amendment or waiver
          of or any consent to departure from all or any of the L/C Related
          Documents;

               (C) the existence of any claim, set-off, defense or other right
          that such Borrower may have at any time against any beneficiary or any
          transferee of a Letter of Credit (or any Persons for which any such
          beneficiary or any such transferee may be acting), any Issuing Bank or
          any other Person, whether in connection with the transactions
          contemplated by the L/C Related Documents or any unrelated
          transaction;

               (D) any statement or any other document presented under a Letter
          of Credit proving to be forged, fraudulent, invalid or insufficient in
          any respect or any statement therein being untrue or inaccurate in any
          respect;

               (E) payment by any Issuing Bank under a Letter of Credit against
          presentation of a draft or certificate that does not strictly comply
          with the terms of such Letter of Credit;

               (F) any exchange, release or non-perfection of any Collateral or
          other collateral, or any release or amendment or waiver of or consent
          to departure from the Guaranties or any other guarantee, for all or
          any of the Obligations of such Borrower in respect of the L/C Related
          Documents; or

               (G) any other circumstance or happening whatsoever, whether or
          not similar to any of the foregoing, including, without limitation,
          any other circumstance that might otherwise constitute a defense
          available to, or a discharge of, such Borrower or a guarantor.

<PAGE>

               SECTION 2.05. TERMINATION OR REDUCTION OF THE COMMITMENTS;
INCREASE OF THE COMMITMENTS. (a) OPTIONAL. The Borrowers may, upon at least
three Business Days' notice to the Administrative Agent, terminate in whole or
reduce in part the unused portions of the Term Commitments, the Incremental
Commitments, the Letter of Credit Facility and the Unused Revolving Credit
Commitments; PROVIDED, HOWEVER, that each partial reduction of a Facility shall
be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000
in excess thereof. Each reduction of the unused portions of the Term Commitment
pursuant to this Section 2.05(a) shall be applied to the remaining principal
installments of the Term Facility on a pro rata basis and shall be made ratably
among the Appropriate Lenders in accordance with their Commitments with respect
to such Facility. Each reduction of the unused portions of the Incremental
Commitment pursuant to this Section 2.05(a) shall be applied to the remaining
principal installments of the Incremental Facility on a pro rata basis and shall
be made ratably among the Appropriate Lenders in accordance with their
Commitments with respect to such Facility. Each reduction of the Unused
Revolving Credit Commitments pursuant to this Section 2.05(a) shall be applied
to the scheduled commitment reduction installments of the Revolving Credit
Facility on a pro rata basis.

               (b) MANDATORY. (i) The Term Facility shall be automatically and
permanently reduced, on a pro rata basis, on each date on which the Term
Advances outstanding thereunder are repaid or prepaid by an amount equal to the
amount by which the aggregate Term Commitments immediately prior to such
reduction exceed the aggregate unpaid principal amount of the Term Advances then
outstanding.

               (ii) The Letter of Credit Facility shall be permanently reduced
from time to time on the date of each reduction in the Revolving Credit Facility
by the amount, if any, by which the amount of the Letter of Credit Facility
exceeds the Revolving Credit Facility after giving effect to such reduction of
the Revolving Credit Facility.

               (iii) The Swing Line Facility shall be permanently reduced from
time to time on the date of each reduction in the Revolving Credit Facility by
the amount, if any, by which the amount of the Swing Line Facility exceeds the
Revolving Credit Facility after giving effect to such reduction of the Revolving
Credit Facility.

               (iv) The Revolving Credit Facility shall be automatically and
permanently reduced, on the following dates in an amount equal to the percentage
of the aggregate Revolving Credit Commitments of the Revolving Credit Lenders
set forth opposite such dates (after giving effect to all reductions in such
amounts on or prior to any such date as a result of the application of
commitment reductions in accordance with the order of priority set forth in
subsection (a) of this Section 2.05 or prepayments in accordance with clause
(i), (ii), (iii) or (iv) of Section 2.06(b)), PROVIDED that each such reduction
of the Revolving Credit Facility shall be made ratably among the Revolving
Credit Lenders in accordance with their Revolving Credit Commitments:

<PAGE>

<TABLE>
<CAPTION>
                  DATE                                                    PERCENTAGE
<S>              <C>                                                    <C>
                  March 28, 2002                                                3.75%
                  June 27, 2002                                                 3.75%
                  September 27, 2002                                            3.75%
                  December 30, 2002                                             3.75%
                                                                                6.25%
                  March 29, 2003
                  June 27, 2003                                                 6.25%
                  September 29, 2003                                            6.25%
                  December 30, 2003                                             6.25%
                                                                                15.00%
                  March 30, 2004
                  June 29, 2004                                                 15.00%
                  September 29, 2004                                            15.00%

</TABLE>

PROVIDED, HOWEVER, that notwithstanding the foregoing provisions of this clause
(iv), all of the Revolving Credit Commitments of the Revolving Credit Lenders
shall be terminated in whole on the Termination Date.

               (v) The Incremental Facility shall be automatically and
permanently reduced, on a pro rata basis, on each date on which the Incremental
Advances outstanding thereunder are repaid or prepaid by an amount equal to the
amount by which the aggregate Incremental Commitments immediately prior to such
reduction exceed the aggregate unpaid principal amount of the Incremental
Advances then outstanding.

               (c) INCREMENTAL FACILITY. At any time prior to the second
anniversary of the date hereof, the Borrowers may, by written notice
("INCREMENTAL FACILITY NOTICE") to the Administrative Agent (which shall
promptly deliver a copy to each of the Lender Parties), request the addition of
one or more additional term facilities (each an "INCREMENTAL FACILITY" and
together, the "INCREMENTAL FACILITIES"). Each Incremental Facility shall be in
an aggregate principal amount of not less than $100 million and all of which
together shall be in an aggregate principal amount not to exceed $650 million.
The Incremental Facilities (i) shall be a Term Facility for all purposes
hereunder (and references to the Term Facility and Term Advances shall be deemed
as the context requires to include reference to the Incremental Facilities) and
(ii) shall have such pricing as may be agreed by the Borrowers and the Lender
Parties providing such Incremental Facilities and shall otherwise have the same
terms as the Term Advances (and references to the Term Facility and Term
Advances shall be deemed as the context requires to include reference to the
Incremental Facilities) including the same Termination Date and the same
proportional amortization as the remaining Term Advances or such later
termination date and longer proportional amortization terms as shall be agreed
by the Borrowers and the Incremental Lenders providing such Incremental
Facility. Any such Incremental Facility shall be offered, first, on a pro rata
basis to existing Lenders, and to the extent that such Lenders do not commit
within 15 days of the Incremental Facility Notice for any such Incremental
Facility,

<PAGE>

the Borrowers shall have the right to arrange for one or more banks or
other financial institutions acceptable to the Agents (any such bank or other
financial institution, an "ADDITIONAL LENDER") to extend commitments to provide
the Incremental Facility in an aggregate amount equal to the amount, if any, by
which the commitments by the Lenders to provide such Incremental Facility is
less than the amount thereof requested by the Borrowers pursuant to the terms of
this Section 2.05(c). Commitments in respect of an Incremental Facility shall
become "Commitments" under this Agreement pursuant to an amendment hereto
executed by each of the Borrowers, each Lender Party agreeing to provide such
Commitment, each Additional Lender, if any, the Issuing Banks and the Agents and
such amendments to the other Loan Documents as the Agents shall reasonably deem
appropriate to effect such purpose. The effectiveness of such amendment and the
commitments in respect of each Incremental Facility shall be subject to the
satisfaction on the date thereof and, if different, on the date on which
Advances under the Incremental Facility are made, of each of the conditions set
forth in Section 3.02.

               SECTION 2.06. PREPAYMENTS. (a) OPTIONAL. Each Borrower may, upon
at least one Business Day's notice in the case of Base Rate Advances and three
Business Days' notice in the case of Eurodollar Rate Advances, in each case to
the Administrative Agent stating the proposed date and aggregate principal
amount of the prepayment, and if such notice is given the Borrower shall, prepay
the outstanding aggregate principal amount of the Advances comprising part of
the same Borrowing made by such Borrower in whole or ratably in part, together
with accrued interest to the date of such prepayment on the aggregate principal
amount prepaid; PROVIDED, HOWEVER, that (x) each partial prepayment shall be in
an aggregate principal amount of $10,000,000 or an integral multiple of
$1,000,000 in excess thereof and (y) if any prepayment of a Eurodollar Rate
Advance is made on a date other than the last day of an Interest Period for such
Advance, such Borrower shall also pay any amounts owing pursuant to Section
9.04(c). Each such prepayment of any Term Advances shall be applied to the
installments thereof pro rata to the remaining installments thereof.

               (b) MANDATORY. (i) Following the end of each Fiscal Year of CBI,
commencing with the Fiscal Year ending December 31, 2002, in the event that
either (A) the rating of the Index Debt by S&P or Moody's is lower than BBB- or
Baa3, respectively, or (B) the Debt/EBITDA Ratio of CBI and its Subsidiaries as
of the last day of such Fiscal Year is greater than 4.00 to 1.00, the Borrowers
shall, on the 90th day following the end of such Fiscal Year, prepay an
aggregate principal amount of the Advances comprising part of the same
Borrowings made by such Borrower in an amount equal to 50% of the Excess Cash
Flow for such Fiscal Year. Each such prepayment shall be applied ratably FIRST
to the Term Facility and to the installments thereof pro rata to the remaining
installments thereof, and SECOND to the Revolving Credit Facility as set forth
in clause (vi) below.

               (ii) So long as the rating of the Index Debt by S&P or Moody's is
lower than BBB or Baa2, respectively, the Borrowers shall, on the date of
receipt of the Net Cash Proceeds by any Loan Party or any of its Subsidiaries
from (A) the sale, lease, transfer or other disposition of any assets of any
Loan Party or any of its Subsidiaries (other than any sale, lease,

<PAGE>

transfer or other disposition of assets pursuant to (x) clauses (i) through
(vii) of Section 5.02(e) or (y) pursuant to clause (viii) of Section 5.02(e)
if the proceeds are being reinvested in the business of the Borrowers
and their Subsidiaries in accordance with such clause (viii)) or (B) any
Extraordinary Receipt received by or paid to or for the account of any Loan
Party or any of its Subsidiaries and not otherwise included in clause (A) above,
prepay an aggregate principal amount of the Advances comprising part of the same
Borrowings in an amount equal to the amount of such Net Cash Proceeds. Each such
prepayment shall be applied ratably FIRST to the Term Facility and to the
installments thereof pro rata to the remaining installments thereof and SECOND
to the Revolving Credit Facility as set forth in clause (vi) below.

               (iii) The Borrowers shall, on the date of the incurrence or
issuance by any Loan Party or any of its Subsidiaries of any Debt (other than
Debt incurred or issued pursuant to Section 5.02(b)), prepay an aggregate
principal amount of the Advances comprising part of the same Borrowings in an
amount equal to the amount of such Net Cash Proceeds. Each such prepayment shall
be applied ratably FIRST to the Term Facility and to the installments thereof
pro rata to the remaining installments thereof and SECOND to the Revolving
Credit Facility as set forth in clause (vi) below; PROVIDED that in the event
(A) the rating of the Index Debt is BBB- by S&P and Baa3 by Moody's or greater
or (B) the Debt/EBITDA Ratio of CBI and its Subsidiaries as of the last day of
the most recently ended fiscal quarter (after giving pro forma effect to such
Debt) is less than 4.00 to 1.00, the amount of such prepayment shall be equal to
50% of the amount of such Net Cash Proceeds.

               (iv) The Borrowers shall, on each Business Day, prepay an
aggregate principal amount of the Revolving Credit Advances comprising part of
the same Borrowings, the Letter of Credit Advances and the Swing Line Advances
in an amount equal to the amount by which (A) the sum of the aggregate principal
amount of (x) the Revolving Credit Advances, (y) the Letter of Credit Advances
and (z) the Swing Line Advances then outstanding plus the aggregate Available
Amount of all Letters of Credit then outstanding exceeds (B) the Revolving
Credit Facility on such Business Day.

               (v) The Borrower shall, on each Business Day, pay to the
Administrative Agent for deposit in the L/C Cash Collateral Account an amount
sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral
Account to equal the amount by which the aggregate Available Amount of all
Letters of Credit then outstanding exceeds the Letter of Credit Facility on such
Business Day.

               (vi) Prepayments of the Revolving Credit Facility made pursuant
to clause (i), (ii), (iii) or (iv) above shall be FIRST applied to prepay Letter
of Credit Advances then outstanding until such Advances are paid in full, SECOND
applied to prepay Swing Line Advances then outstanding until such Advances are
paid in full, THIRD applied to prepay Revolving Credit Advances then outstanding
comprising part of the same Borrowings until such Advances are paid in full and
FOURTH deposited in the L/C Cash Collateral Account to cash collateralize 100%
of the Available Amount of the Letters of Credit then outstanding. Upon the
drawing of any Letter of Credit for which funds are on deposit in the L/C Cash
Collateral Account, such funds

<PAGE>

shall be applied to reimburse the relevant Issuing Bank or Revolving Credit
Lenders, as applicable.

               (vii) All prepayments under this subsection (b) shall be made
together with accrued interest to the date of such prepayment on the principal
amount prepaid.

               (c) PRO RATA TREATMENT. All prepayments of the Term Facility or
the Incremental Facility under this Section 2.06 shall be applied to prepay the
Term A Advances then outstanding and the Incremental Term B Advances then
outstanding on a pro rata basis.

               SECTION 2.07. INTEREST. (a) SCHEDULED INTEREST. Each Borrower
shall pay interest on the -------- ------------------ unpaid principal amount of
each Advance owing to each Lender from such Borrower from the date of such
Advance until such principal amount shall be paid in full, at the following
rates per annum:

               (i) BASE RATE ADVANCES. During such periods as such Advance is a
          Base Rate Advance, a rate per annum equal at all times to the sum of
          (A) the Base Rate in effect from time to time PLUS (B) the Applicable
          Margin in effect from time to time, payable in arrears quarterly on
          the last day of each month March, June, September and December during
          such periods and on the date such Base Rate Advance shall be Converted
          or paid in full.

               (ii) EURODOLLAR RATE ADVANCES. During such periods as such
          Advance is a Eurodollar Rate Advance, a rate per annum equal at all
          times during each Interest Period for such Advance to the sum of (A)
          the Eurodollar Rate for such Interest Period for such Advance PLUS (B)
          the Applicable Margin in effect from time to time, payable in arrears
          on the last day of such Interest Period and, if such Interest Period
          has a duration of more than three months, on each day that occurs
          during such Interest Period every three months from the first day of
          such Interest Period and on the date such Eurodollar Rate Advance
          shall be Converted or paid in full.

               (b) DEFAULT INTEREST. Upon the occurrence and during the
continuance of a Default under 7.01(a), (e) or (f), the Borrowers shall pay
interest on (i) the unpaid principal amount of each Advance owing to each
Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii)
above and on demand, at a rate per annum equal at all times to 2% per annum
above the rate per annum required to be paid on such Advance pursuant to clause
(a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law, the
amount of any interest, fee or other amount payable under the Loan Documents
that is not paid when due, from the date such amount shall be due until such
amount shall be paid in full, payable in arrears on the date such amount shall
be paid in full and on demand, at a rate per annum equal at all times to 2% per
annum above the rate per annum required to be paid, in the case of interest, on
the Type of Advance on which such interest has accrued pursuant to clause (a)(i)
or (a)(ii) above and, in all other cases, on Base Rate Advances pursuant to
clause (a)(i) above.


<PAGE>

               (c) NOTICE OF INTEREST PERIOD AND INTEREST RATE. Promptly after
receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of
Conversion pursuant to Section 2.09 or a notice of selection of an Interest
Period pursuant to the terms of the definition of "Interest Period", the
Administrative Agent shall give notice to the appropriate Borrower and each
Appropriate Lender of the applicable Interest Period and the applicable interest
rate determined by the Administrative Agent for purposes of clause (a)(i) or
(a)(ii) above.

               SECTION 2.08. FEES. (a) COMMITMENT FEE. The Borrowers shall
pay to the AdministrativeAgent for the account of the Lenders a commitment
fee, from the date hereof in the case of each Initial Lender and from the
effective date specified in the Assignment and Acceptance pursuant to which
it became a Lender in the case of each other Lender until the Termination
Date, payable in arrears on the date of the initial Borrowing hereunder,
thereafter quarterly on the last day of each March, June, September and
December, and on the Termination Date, at the Commitment Fee Rate on the
average daily unused portion of each Lender's Term Commitment and on the sum
of the average daily Unused Revolving Credit Commitment of such Lender PLUS
its Pro Rata Share of the average daily outstanding Swing Line Advances
during such quarter; PROVIDED, HOWEVER, that no commitment fee shall accrue
on any of the Commitments of a Defaulting Lender so long as such Lender shall
be a Defaulting Lender.

               (b) LETTER OF CREDIT FEES, ETC. (i) The Borrowers shall pay to
the Administrative Agent for the account of each Revolving Credit Lender a
commission, payable in arrears quarterly on the last day of each March, June,
September and December, commencing December 31, 1999, and on the earliest to
occur of the full drawing, expiration, termination or cancellation of any Letter
of Credit and on the Termination Date, on such Lender's Pro Rata Share of the
average daily aggregate Available Amount during such quarter of all Letters of
Credit outstanding from time to time at the Applicable Margin from time to time
on Eurodollar Rate Advances.

               (ii) The Borrowers shall pay to each Issuing Bank, for its own
account, (A) a commission, payable in arrears quarterly on the last day of each
March, June, September and December, commencing December 31, 1999, and on the
Termination Date, on the average daily amount of its Letter of Credit Commitment
during such quarter, from the date hereof until the Termination Date, at the
rate of 0.25% per annum, (B) customary fees for issuance of letters of credit
for each Letter of Credit issued by such Issuing Bank in an amount to be agreed
upon between the Borrower and such Issuing Bank on the date of issuance of such
Letter of Credit, payable on such date and (C) such other commissions, transfer
fees and other fees and charges in connection with the issuance or
administration of each Letter of Credit as the Borrowers and such Issuing Bank
shall agree.

               (c) AGENTS' FEES. The Borrowers shall pay to each Agent for
its own account such fees as may from time to time be agreed between the
Borrowers and such Agent.

<PAGE>

               SECTION 2.09. CONVERSION OF ADVANCES. (a) OPTIONAL. Each Borrower
may on any Business Day, upon notice given to the Administrative Agent not later
than 11:00 A.M. (New York City time) on the third Business Day prior to the date
of the proposed Conversion and subject to the provisions of Sections 2.07 and
2.10, Convert all or any portion of the Advances of one Type comprising the same
Borrowing made by such Borrower into Advances of the other Type; PROVIDED,
HOWEVER, that any Conversion of Eurodollar Rate Advances into Base Rate Advances
shall be made only on the last day of an Interest Period for such Eurodollar
Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate
Advances shall be in an amount not less than the minimum amount specified in
Section 2.02(c), no Conversion of any Advances shall result in more separate
Borrowings than permitted under Section 2.02(c) and each Conversion of Advances
comprising part of the same Borrowing under any Facility shall be made ratably
among the Appropriate Lenders in accordance with their Commitments under such
Facility. Each such notice of Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the Advances to
be Converted and (iii) if such Conversion is into Eurodollar Rate Advances, the
duration of the initial Interest Period for such Advances. Each notice of
Conversion shall be irrevocable and binding on such Borrower.

               (b) MANDATORY. (i) On the date on which the aggregate unpaid
principal amount of Eurodollar Rate Advances comprising any Borrowing shall be
reduced, by payment or prepayment or otherwise, to less than $10,000,000, such
Advances shall automatically Convert into Base Rate Advances.

               (ii) If a Borrower shall fail to select the duration of any
Interest Period for any Eurodollar Rate Advances in accordance with the
provisions contained in the definition of "Interest Period" in Section 1.01, the
Administrative Agent will forthwith so notify such Borrower and the Appropriate
Lenders, whereupon each such Eurodollar Rate Advance will automatically, on the
last day of the then existing Interest Period therefor, Convert into a Base Rate
Advance.

               (iii) Upon the occurrence and during the continuance of any
Default, (x) each Eurodollar Rate Advance will automatically, on the last day of
the then existing Interest Period therefor, Convert into a Base Rate Advance and
(y) the obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended.

               SECTION 2.10. INCREASED COSTS, ETC. (a) If, due to either (i) the
introduction of or any change in or in the interpretation of any law or
regulation or (ii) the compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the force of law),
there shall be any increase in the cost to any Lender Party of agreeing to make
or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to
issue or of issuing or maintaining or participating in Letters of Credit or of
agreeing to make or of making or maintaining Letter of Credit Advances
(excluding, for purposes of this Section 2.10, any such increased costs
resulting from (x) Taxes or Other Taxes (as to which Section 2.12 shall govern)
and (y) changes in the basis of taxation of overall net income or overall gross
income by the United States or by the foreign jurisdiction or state under the
laws of which such Lender

<PAGE>

Party is organized or has its Applicable Lending Office or any political
subdivision thereof), then the Borrower shall from time to time, upon
demand by such Lender Party (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender Party
additional amounts sufficient to compensate such Lender Party for such increased
cost; PROVIDED, HOWEVER, that a Lender Party claiming additional amounts under
this Section 2.10(a) agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Applicable Lending Office if the making of such a designation would avoid the
need for, or reduce the amount of, such increased cost that may thereafter
accrue and would not, in the reasonable judgment of such Lender Party, be
otherwise disadvantageous to such Lender Party. A certificate as to the amount
of such increased cost, submitted to the Borrowers by such Lender Party, shall
be conclusive and binding for all purposes, absent manifest error.

               (b) If any Lender Party determines that compliance with any law
or regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or would
affect the amount of capital required or expected to be maintained by such
Lender Party or any corporation controlling such Lender Party and that the
amount of such capital is increased by or based upon the existence of such
Lender Party's commitment to lend or to issue or participate in Letters of
Credit hereunder and other commitments of such type or the issuance or
maintenance of or participation in the Letters of Credit (or similar contingent
obligations), then, upon demand by such Lender Party or such corporation (with a
copy of such demand to the Administrative Agent), the Borrowers shall pay to the
Administrative Agent for the account of such Lender Party, from time to time as
specified by such Lender Party, additional amounts sufficient to compensate such
Lender Party in the light of such circumstances, to the extent that such Lender
Party reasonably determines such increase in capital to be allocable to the
existence of such Lender Party's commitment to lend or to issue or participate
in Letters of Credit hereunder or to the issuance or maintenance of or
participation in any Letters of Credit. A certificate as to such amounts
submitted to the Borrowers by such Lender Party shall be conclusive and binding
for all purposes, absent manifest error.

               (c) If, with respect to any Eurodollar Rate Advances under any
Facility, Lenders owed or holding not less than a majority in interest of the
then aggregate unpaid principal amount thereof notify the Administrative Agent
that the Eurodollar Rate for any Interest Period for such Advances will not
adequately reflect the cost to such Lenders of making, funding or maintaining
their Eurodollar Rate Advances for such Interest Period, the Administrative
Agent shall forthwith so notify the Borrowers and the Appropriate Lenders,
whereupon (i) each such Eurodollar Rate Advance under such Facility will
automatically, on the last day of the then existing Interest Period therefor,
Convert into a Base Rate Advance and (ii) the obligation of the Appropriate
Lenders to make, or to Convert Advances into, Eurodollar Rate Advances shall be
suspended until the Administrative Agent shall notify the Borrowers that such
Lenders have determined that the circumstances causing such suspension no longer
exist.

<PAGE>

               (d) Notwithstanding any other provision of this Agreement, if the
introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful, or any central bank or other governmental
authority shall assert that it is unlawful, for any Lender or its Eurodollar
Lending Office to perform its obligations hereunder to make Eurodollar Rate
Advances or to continue to fund or maintain Eurodollar Rate Advances hereunder,
then, on notice thereof and demand therefor by such Lender to the Borrowers
through the Administrative Agent, (i) each Eurodollar Rate Advance under each
Facility under which such Lender has a Commitment will automatically, upon such
demand, Convert into a Base Rate Advance and (ii) the obligation of the
Appropriate Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended until the Administrative Agent shall notify the
Borrowers that such Lender has determined that the circumstances causing such
suspension no longer exist; PROVIDED, HOWEVER, that, before making any such
demand, such Lender agrees to use reasonable efforts (consistent with its
internal policy and legal and regulatory restrictions) to designate a different
Eurodollar Lending Office if the making of such a designation would allow such
Lender or its Eurodollar Lending Office to continue to perform its obligations
to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar
Rate Advances and would not, in the judgment of such Lender, be otherwise
disadvantageous to such Lender.

               SECTION 2.11. PAYMENTS AND COMPUTATIONS. (a) The Borrowers shall
make each payment hereunder and under the Notes, irrespective of any right of
counterclaim or set-off (except as otherwise provided in Section 2.15), not
later than 11:00 A.M. (New York City time) on the day when due in U.S. dollars
to the Administrative Agent at the Administrative Agent's Account in same day
funds, with payments being received by the Administrative Agent after such time
being deemed to have been received on the next succeeding Business Day. The
Administrative Agent will promptly thereafter cause like funds to be distributed
(i) if such payment by such Borrower is in respect of principal, interest,
commitment fees or any other Obligation then payable hereunder and under the
Notes to more than one Lender Party, to such Lender Parties for the account of
their respective Applicable Lending Offices ratably in accordance with the
amounts of such respective Obligations then payable to such Lender Parties and
(ii) if such payment by such Borrower is in respect of any Obligation then
payable hereunder to one Lender Party, to such Lender Party for the account of
its Applicable Lending Office, in each case to be applied in accordance with the
terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and
recording of the information contained therein in the Register pursuant to
Section 9.07(d), from and after the effective date of such Assignment and
Acceptance, the Administrative Agent shall make all payments hereunder and under
the Notes in respect of the interest assigned thereby to the Lender Party
assignee thereunder, and the parties to such Assignment and Acceptance shall
make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.

               (b) Each Borrower hereby authorizes each Lender Party and each of
its Affiliates, if and to the extent payment owed to such Lender Party is not
made when due hereunder or, in the case of a Lender, under the Note held by such
Lender, to charge from time

<PAGE>

to time, to the fullest extent permitted by law, against any or all of such
Borrower's accounts with such Lender Party or such Affiliate any
amount so due.

               (c) All computations of interest based on the Base Rate shall be
made by the Administrative Agent on the basis of a year of 365 or 366 days, as
the case may be, and all computations of interest based on the Eurodollar Rate
or the Federal Funds Rate and of fees and Letter of Credit commissions shall be
made by the Administrative Agent on the basis of a year of 360 days, in each
case for the actual number of days (including the first day but excluding the
last day) occurring in the period for which such interest, fees or commissions
are payable. Each determination by the Administrative Agent of an interest rate,
fee or commission hereunder shall be conclusive and binding for all purposes,
absent manifest error.

               (d) Whenever any payment hereunder or under the Notes shall be
stated to be due on a day other than a Business Day, such payment shall be made
on the next succeeding Business Day, and such extension of time shall in such
case be included in the computation of payment of interest or commitment fee, as
the case may be; PROVIDED, HOWEVER, that, if such extension would cause payment
of interest on or principal of Eurodollar Rate Advances to be made in the next
following calendar month, such payment shall be made on the next preceding
Business Day.

               (e) Unless the Administrative Agent shall have received notice
from the applicable Borrower prior to the date on which any payment is due to
any Lender Party hereunder that such Borrower will not make such payment in
full, the Administrative Agent may assume that such Borrower has made such
payment in full to the Administrative Agent on such date and the Administrative
Agent may, in reliance upon such assumption, cause to be distributed to each
such Lender Party on such due date an amount equal to the amount then due such
Lender Party. If and to the extent such Borrower shall not have so made such
payment in full to the Administrative Agent, each such Lender Party shall repay
to the Administrative Agent forthwith on demand such amount distributed to such
Lender Party together with interest thereon, for each day from the date such
amount is distributed to such Lender Party until the date such Lender Party
repays such amount to the Administrative Agent, at the Federal Funds Rate.

               (f) If the Administrative Agent receives funds for application to
the Obligations under the Loan Documents under circumstances for which the Loan
Documents do not specify the Advances or the Facility to which, or the manner in
which, such funds are to be applied, the Administrative Agent may, but shall not
be obligated to, elect to distribute such funds to each Lender Party ratably in
accordance with such Lender Party's proportionate share of the principal amount
of all outstanding Advances and the Available Amount of all Letters of Credit
then outstanding, in repayment or prepayment of such of the outstanding Advances
or other Obligations owed to such Lender Party, and for application to such
principal installments, as the Administrative Agent shall direct.


<PAGE>

               SECTION 2.12. TAXES. (a) Any and all payments by the Borrowers
hereunder or under the Notes shall be made, in accordance with Section 2.11,
free and clear of and without deduction for any and all present or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, EXCLUDING, in the case of each Lender Party and each Agent, (i)
taxes that are imposed on its overall net income (including franchise taxes
imposed in lieu thereof) by the United States and taxes that are imposed on its
overall net income (and franchise taxes imposed in lieu thereof) by the state or
foreign jurisdiction under the laws of which such Lender Party or such Agent, as
the case may be, is organized or in which its principal office is located or any
political subdivision thereof, (ii) in the case of each Lender Party, taxes that
are imposed on its overall net income (and franchise taxes imposed in lieu
thereof) by the state or foreign jurisdiction of such Lender Party's Applicable
Lending Office or any political subdivision thereof and (iii) any branch profits
taxes imposed by the United States or any similar tax imposed by any other
jurisdiction described in clauses (i) or (ii) above (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities in
respect of payments hereunder or under the Notes being hereinafter referred to
as "TAXES"). If any Borrower shall be required by law to deduct any Taxes from
or in respect of any sum payable hereunder or under any Note to any Lender Party
or any Agent, (i) the sum payable by such Borrower shall be increased as may be
necessary so that after such Borrower and the Administrative Agent have made all
required deductions (including deductions applicable to additional sums payable
under this Section 2.12) such Lender Party or such Agent, as the case may be,
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make all such deductions and
(iii) such Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

               (b) In addition, the Borrowers shall pay any present or future
stamp, documentary, excise, property or similar taxes, charges or levies that
arise from any payment made hereunder or under the Notes or from the execution,
delivery or registration of, performance under, or otherwise with respect to,
this Agreement or the Notes (hereinafter referred to as "OTHER TAXES").

               (c) The Borrowers shall indemnify each Lender Party and each
Agent for and hold them harmless against the full amount of Taxes and Other
Taxes (including Taxes or Other Taxes imposed on amounts payable under this
Section 2.12) imposed on or paid by such Lender Party or such Agent (as the case
may be) and any liability (including penalties, additions to tax, interest and
expenses) arising therefrom or with respect thereto. This indemnification shall
be made within 30 days from the date such Lender Party or such Agent (as the
case may be) makes written demand therefor.

               (d) Promptly after the date of any payment of Taxes, the
Borrowers shall furnish to the Administrative Agent, at its address referred to
in Section 9.02, the original or a certified copy of a receipt evidencing such
payment, a copy of the return reporting such payment or other evidence of such
payment reasonably satisfactory to the Administrative Agent.

<PAGE>

               (e) Each Lender Party organized under the laws of a jurisdiction
outside the United States shall, on or prior to the date of its execution and
delivery of this Agreement in the case of each Initial Lender Party, on or prior
to the date of its designation of a new lending office and on the date of the
Assignment and Acceptance pursuant to which it becomes a Lender Party in the
case of each other Lender Party, and from time to time thereafter as requested
in writing by the Borrower (but only so long thereafter as such Lender Party
remains lawfully able to do so), provide each of the Administrative Agent and
the Borrower with two properly completed original Internal Revenue Service forms
1001 or 4224 or (in the case of a Lender Party that has certified in writing to
the Administrative Agent that it is not a "bank" as defined in Section
881(c)(3)(A) of the Internal Revenue Code) properly completed form W-8 (and, if
such Lender Party delivers a form W-8, a properly completed certificate
representing that such Lender Party is not a "bank" for purposes of Section
881(c) of the Internal Revenue Code, is not a 10-percent shareholder (within the
meaning of Section 871(h)(3)(B) of the Internal Revenue Code) of either Borrower
and is not a controlled foreign corporation related to such Borrower (within the
meaning of Section 864(d)(4) of the Internal Revenue Code)), as appropriate, or
any properly completed successor or other form prescribed by the Internal
Revenue Service, certifying that such Lender Party is exempt from or entitled to
a reduced rate of United States withholding tax on payments pursuant to this
Agreement or the Notes or, in the case of a Lender Party providing a form W-8,
certifying that such Lender Party is a foreign corporation, partnership, estate
or trust. If the forms provided by a Lender Party at the time such Lender Party
first becomes a party to this Agreement (or designates a new lending office)
accurately indicate a United States interest withholding tax rate in excess of
zero, withholding tax at such rate shall be considered excluded from Taxes
unless and until such Lender Party provides the appropriate forms accurately
certifying that a lesser rate applies, whereupon withholding tax at such lesser
rate only shall be considered excluded from Taxes for periods governed by such
forms; PROVIDED, HOWEVER, that if, at the effective date of the Assignment and
Acceptance pursuant to which a Lender Party becomes a party to this Agreement,
the Lender Party assignor was entitled to payments under subsection (a) of this
Section 2.12 in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender Party assignee on such date. If any form
or document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service form 1001,
4224 or W-8 (or the related certificate described above), that the applicable
Lender Party reasonably considers to be confidential, such Lender Party shall
give notice thereof to the Borrower and shall not be obligated to include in
such form or document such confidential information.

               (f) For any period with respect to which a Lender Party has
failed to provide such Borrower with the appropriate form described in
subsection (e) above (OTHER THAN if such failure is due to a change in law
occurring after the date on which a form originally was required to be provided
(but only so long as such Lender Party is not lawfully able to provide

<PAGE>

such form) or if such form otherwise is not required under subsection (e)
above), such Lender Party shall not be entitled to indemnification under
subsection (a) or (c) of this Section 2.12 with respect to Taxes imposed by
the United States by reason of such failure; PROVIDED, HOWEVER, that should a
Lender Party become subject to Taxes because of its failure to deliver a form
required hereunder, the Borrower shall take such steps as such Lender Party
shall reasonably request to assist such Lender Party to recover such Taxes.

               (g) In the event that an additional payment is made under Section
2.12 for the account of any Lender Party and such Lender Party, in its sole
opinion, determines that it has finally and irrevocably received or been granted
a refund in respect of any Taxes or Other Taxes paid pursuant to this Section
2.12, such Lender Party shall promptly remit such refund to the Borrowers, net
of all out-of-pocket expenses of Lender Party; provided, however, that the
Borrowers, upon request of such Lender Party, agree to promptly return such
refund to such Lender Party in the event such Lender Party is required to repay
such refund to the relevant taxing authority. Nothing contained herein shall
interfere with the right of a Lender Party to arrange its tax affairs in
whatever manner it thinks fit nor oblige any Lender Party to apply for any
refund or to disclose any information relating to its tax affairs or any
computations in respect thereof.

               SECTION 2.13. SHARING OF PAYMENTS, ETC. If any Lender Party shall
obtain at any time any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise, other than as a result of an
assignment pursuant to Section 9.07) (a) on account of Obligations due and
payable to such Lender Party hereunder and under the Notes at such time in
excess of its ratable share (according to the proportion of (i) the amount of
such Obligations due and payable to such Lender Party at such time to (ii) the
aggregate amount of the Obligations due and payable to all Lender Parties
hereunder and under the Notes at such time) of payments on account of the
Obligations due and payable to all Lender Parties hereunder and under the Notes
at such time obtained by all the Lender Parties at such time or (b) on account
of Obligations owing (but not due and payable) to such Lender Party hereunder
and under the Notes at such time in excess of its ratable share (according to
the proportion of (i) the amount of such Obligations owing to such Lender Party
at such time to (ii) the aggregate amount of the Obligations owing (but not due
and payable) to all Lender Parties hereunder and under the Notes at such time)
of payments on account of the Obligations owing (but not due and payable) to all
Lender Parties hereunder and under the Notes at such time obtained by all of the
Lender Parties at such time, such Lender Party shall forthwith purchase from the
other Lender Parties such interests or participating interests in the
Obligations due and payable or owing to them, as the case may be, as shall be
necessary to cause such purchasing Lender Party to share the excess payment
ratably with each of them; PROVIDED, HOWEVER, that if all or any portion of such
excess payment is thereafter recovered from such purchasing Lender Party, such
purchase from each other Lender Party shall be rescinded and such other Lender
Party shall repay to the purchasing Lender Party the purchase price to the
extent of such Lender Party's ratable share (according to the proportion of (i)
the purchase price paid to such Lender Party to (ii) the aggregate purchase
price paid to all Lender Parties) of such recovery together with an amount equal
to such Lender Party's ratable share (according to the proportion of (i) the
amount of such

<PAGE>

other Lender Party's required repayment to (ii) the total amount
so recovered from the purchasing Lender Party) of any interest or other amount
paid or payable by the purchasing Lender Party in respect of the total amount so
recovered; PROVIDED FURTHER that, so long as the Obligations under the Loan
Documents shall not have been accelerated, any excess payment received by any
Appropriate Lender shall be shared on a pro rata basis only with other
Appropriate Lenders. Each Borrower agrees that any Lender Party so purchasing an
interest or participating interest from another Lender Party pursuant to this
Section 2.13 may, to the fullest extent permitted by law, exercise all its
rights of payment (including the right of set-off) with respect to such interest
or participating interest, as the case may be, as fully as if such Lender Party
were the direct creditor of such Borrower in the amount of such interest or
participating interest, as the case may be.

               SECTION 2.14. USE OF PROCEEDS. The proceeds of the Term Advances
shall be available (and each Borrower agrees that it shall use such proceeds) as
follows: (i) by IXCS solely to refinance Existing Debt, including the June IXCS
Agreement, to fund Capital Expenditures, to pay transaction fees and expenses
and other general corporate purposes, in each case, to the extent permitted
hereunder and under applicable Surviving Debt documents and to repurchase the
IXC Senior Subordinated Notes; and (ii) by CBI solely to refinance the BofA
Credit Agreement, to pay transaction fees and expenses, to make equity
contributions and intercompany loans to the Company and its Subsidiaries, to
enable the Company to refinance certain Existing Debt and to repurchase the IXC
Senior Subordinated Notes and for other general corporate purposes, in each
case, to the extent permitted hereunder and under applicable Surviving Debt
documents. The proceeds of the Revolving Credit Advances and issuances of
Letters of Credit shall be available (and each Borrower agrees that it shall use
such proceeds and Letters of Credit) solely to fund Capital Expenditures, to
make equity contributions and intercompany loans to the Company and its
Subsidiaries and for other general corporate purposes, in each case, to the
extent permitted hereunder and under the applicable Surviving Debt documents.
Each Borrower agrees that any Advances under this Agreement to finance Capital
Expenditures of IXCS or any of its Subsidiaries shall be financed with Advances
made to IXCS under this Agreement instead of Advances to CBI, subject to
availability hereunder and, with respect to "Unrestricted Subsidiaries" (as
defined in the Certificate of Designation or the IXC 9% Indenture), to the
extent covenants in agreements governing existing indebtedness and charter
provisions permit such Capital Expenditure to be financed by borrowings of IXCS
and not CBI.

               SECTION 2.15. DEFAULTING LENDERS. (a) In the event that, at any
one time, (i) any Lender Party shall be a Defaulting Lender, (ii) such
Defaulting Lender shall owe a Defaulted Advance to any Borrower and (iii) such
Borrower shall be required to make any payment hereunder or under any other Loan
Document to or for the account of such Defaulting Lender, then such Borrower
may, so long as no Default shall occur or be continuing at such time and to the
fullest extent permitted by applicable law, set off and otherwise apply the
Obligation of such Borrower to make such payment to or for the account of such
Defaulting Lender against the obligation of such Defaulting Lender to make such
Defaulted Advance. In the event that, on any date, the applicable Borrower shall
so set off and otherwise apply its

<PAGE>

obligation to make any such payment against the obligation of such Defaulting
Lender to make any such Defaulted Advance on or prior to such date, the amount
so set off and otherwise applied by such Borrower shall constitute for all
purposes of this Agreement and the other Loan Documents an Advance by such
Defaulting Lender made on the date of such setoff under the Facility pursuant to
which such Defaulted Advance was originally required to have been made pursuant
to Section 2.01. Such Advance shall be considered, for all purposes of this
Agreement, to comprise part of the Borrowing in connection with which such
Defaulted Advance was originally required to have been made pursuant to
Section 2.01, even if the other Advances comprising such Borrowing shall be
Eurodollar Rate Advances on the date such Advance is deemed to be made
pursuant to this subsection (a). Such Borrower shall notify the Administrative
Agent at any time such Borrower exercises its right of set-off pursuant to this
subsection (a) and shall set forth in such notice (A) the name of the Defaulting
Lender and the Defaulted Advance required to be made by such Defaulting Lender
and (B) the amount set off and otherwise applied in respect of such Defaulted
Advance pursuant to this subsection (a). Any portion of such payment otherwise
required to be made by such Borrower to or for the account of such Defaulting
Lender which is paid by such Borrower, after giving effect to the amount set off
and otherwise applied by such Borrower pursuant to this subsection (a), shall be
applied by the Administrative Agent as specified in subsection (b) or (c) of
this Section 2.15.

               (b) In the event that, at any one time, (i) any Lender Party
shall be a Defaulting Lender, (ii) such Defaulting Lender shall owe a Defaulted
Amount to any Agent or any of the other Lender Parties and (iii) the applicable
Borrower shall make any payment hereunder or under any other Loan Document to
the Administrative Agent for the account of such Defaulting Lender, then the
Administrative Agent may, on its behalf or on behalf of such other Agents or
such other Lender Parties and to the fullest extent permitted by applicable law,
apply at such time the amount so paid by such Borrower to or for the account of
such Defaulting Lender to the payment of each such Defaulted Amount to the
extent required to pay such Defaulted Amount. In the event that the
Administrative Agent shall so apply any such amount to the payment of any such
Defaulted Amount on any date, the amount so applied by the Administrative Agent
shall constitute for all purposes of this Agreement and the other Loan Documents
payment, to such extent, of such Defaulted Amount on such date. Any such amount
so applied by the Administrative Agent shall be retained by the Administrative
Agent or distributed by the Administrative Agent to such other Agents or such
other Lender Parties, ratably in accordance with the respective portions of such
Defaulted Amounts payable at such time to the Administrative Agent, such other
Agents and such other Lender Parties and, if the amount of such payment made by
such Borrower shall at such time be insufficient to pay all Defaulted Amounts
owing at such time to the Administrative Agent, such other Agents and such other
Lender Parties, in the following order of priority:

               (i) FIRST, to the Agents for any Defaulted Amounts then owing to
          them, in their capacities as such, ratably in accordance with such
          respective Defaulted Amounts then owing to the Agents;

<PAGE>

               (ii) SECOND, to the Issuing Banks and the Swing Line Banks for
          any Defaulted Amounts then owing to them, in their capacities as such,
          ratably in accordance with such respective Defaulted Amounts then
          owing to the Issuing Banks and the Swing Line Banks; and

               (iii) THIRD, to any other Lender Parties for any Defaulted
          Amounts then owing to such other Lender Parties, ratably in accordance
          with such respective Defaulted Amounts then owing to such other Lender
          Parties.

Any portion of such amount paid by such Borrower for the account of such
Defaulting Lender remaining, after giving effect to the amount applied
by the Administrative Agent pursuant to this subsection (b), shall be applied by
the Administrative Agent as specified in subsection (c) of this Section 2.15.

               (c) In the event that, at any one time, (i) any Lender Party
shall be a Defaulting Lender, (ii) such Defaulting Lender shall not owe a
Defaulted Advance or a Defaulted Amount and (iii) any Borrower, any Agent or any
other Lender Party shall be required to pay or distribute any amount hereunder
or under any other Loan Document to or for the account of such Defaulting
Lender, then the Borrower or such Agent or such other Lender Party shall pay
such amount to the Administrative Agent to be held by the Administrative Agent,
to the fullest extent permitted by applicable law, in escrow or the
Administrative Agent shall, to the fullest extent permitted by applicable law,
hold in escrow such amount otherwise held by it. Any funds held by the
Administrative Agent in escrow under this subsection (c) shall be deposited by
the Administrative Agent in an account with Citibank, in the name and under the
control of the Administrative Agent, but subject to the provisions of this
subsection (c). The terms applicable to such account, including the rate of
interest payable with respect to the credit balance of such account from time to
time, shall be Citibank's standard terms applicable to escrow accounts
maintained with it. Any interest credited to such account from time to time
shall be held by the Administrative Agent in escrow under, and applied by the
Administrative Agent from time to time in accordance with the provisions of,
this subsection (c). The Administrative Agent shall, to the fullest extent
permitted by applicable law, apply all funds so held in escrow from time to time
to the extent necessary to make any Advances required to be made by such
Defaulting Lender and to pay any amount payable by such Defaulting Lender
hereunder and under the other Loan Documents to the Administrative Agent or any
other Lender Party, as and when such Advances or amounts are required to be made
or paid and, if the amount so held in escrow shall at any time be insufficient
to make and pay all such Advances and amounts required to be made or paid at
such time, in the following order of priority:

               (i) FIRST, to the Agents for any amounts then due and payable by
          such Defaulting Lender to them hereunder, in their capacities as such,
          ratably in accordance with such respective amounts then due and
          payable to the Agents;


<PAGE>

               (ii) SECOND, to the Issuing Banks and the Swing Line Banks for
          any amounts then due and payable to them hereunder, in their
          capacities as such, by such Defaulting Lender, ratably in accordance
          with such respective amounts then due and payable to the Issuing Banks
          and the Swing Line Banks;

               (iii) THIRD, to any other Lender Parties for any amount then due
          and payable by such Defaulting Lender to such other Lender Parties
          hereunder, ratably in accordance with such respective amounts then due
          and payable to such other Lender Parties; and

               (iv) FOURTH, to the Borrowers for any Advance then required to be
          made by such Defaulting Lender pursuant to a Commitment of such
          Defaulting Lender.

In the event that any Lender Party that is a Defaulting Lender shall, at any
time, cease to be a Defaulting Lender, any funds held by the Administrative
Agent in escrow at such time with respect to such Lender Party shall be
distributed by the Administrative Agent to such Lender Party and applied by such
Lender Party to the Obligations owing to such Lender Party at such time under
this Agreement and the other Loan Documents ratably in accordance with the
respective amounts of such Obligations outstanding at such time.

               (d) The rights and remedies against a Defaulting Lender under
this Section 2.15 are in addition to other rights and remedies that any Borrower
may have against such Defaulting Lender with respect to any Defaulted Advance
and that any Agent or any Lender Party may have against such Defaulting Lender
with respect to any Defaulted Amount.

               SECTION 2.16. EVIDENCE OF DEBT. (a) Each Lender Party shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of each Borrower to such Lender resulting from each Advance
owing to such Lender Party from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder. Each
Borrower agrees that upon notice by any Lender Party to such Borrower (with a
copy of such notice to the Administrative Agent) to the effect that a promissory
note or other evidence of indebtedness is required or appropriate in order for
such Lender Party to evidence (whether for purposes of pledge, enforcement or
otherwise) the Advances owing to, or to be made by, such Lender Party, such
Borrower shall promptly execute and deliver to such Lender Party, with a copy to
the Administrative Agent, a Revolving Credit Note, a Term Note and an
Incremental Note, as applicable, in substantially the form of Exhibits A-1 and
A-2 hereto, as the case may be, payable to the order of such Lender Party in a
principal amount equal to the Revolving Credit Commitment, the Term Commitment
and the Incremental Commitment, as the case may be, of such Lender Party. All
references to Notes in the Loan Documents shall mean Notes, if any, to the
extent issued hereunder.

               (b) The Register maintained by the Administrative Agent pursuant
to Section 9.07(d) shall include a control account, and a subsidiary account for
each Lender Party, in which accounts (taken together) shall be recorded (i) the
Borrower and the date and amount of each Borrowing made hereunder, the Type of
Advances comprising such Borrowing and, if

<PAGE>

appropriate, the Interest Period applicable thereto, (ii) the terms of each
Assignment and Acceptance delivered to and accepted by it, (iii) the amount of
any principal or interest due and payable or to become due and payable from such
Borrower to each Lender Party hereunder, and (iv) the amount of any sum received
by the Administrative Agent from such Borrower hereunder and each Lender Party's
share thereof.

               (c) Entries made in good faith by the Administrative Agent in the
Register pursuant to subsection (b) above, and by each Lender Party in its
account or accounts pursuant to subsection (a) above, shall be PRIMA FACIE
evidence of the amount of principal and interest due and payable or to become
due and payable from each Borrower to, in the case of the Register, each Lender
Party and, in the case of such account or accounts, such Lender Party, under
this Agreement, absent manifest error; PROVIDED, HOWEVER, that the failure of
the Administrative Agent or such Lender Party to make an entry, or any finding
that an entry is incorrect, in the Register or such account or accounts shall
not limit or otherwise affect the obligations of the Borrowers under this
Agreement.


                                   ARTICLE III

                           CONDITIONS OF LENDING AND
                         ISSUANCES OF LETTERS OF CREDIT

               SECTION 3.01. CONDITIONS PRECEDENT TO INITIAL EXTENSION OF
CREDIT. The obligation of each Lender to make an Advance or of any Issuing Bank
to issue a Letter of Credit on the occasion of the Initial Extension of Credit
hereunder is subject to the satisfaction of the following conditions precedent
before or concurrently with the Initial Extension of Credit:

               (a) The Administrative Agent shall have received on or before the
          day of the Initial Extension of Credit the following, each dated such
          day (unless otherwise specified), in form and substance satisfactory
          to the Agents (unless otherwise specified) and (except for the Notes)
          in sufficient copies for each Lender Party:

                    (i) The Notes payable to the order of the Lenders that have
               requested Notes prior to the Effective Date.

                    (ii) A security agreement from (a) CBI in substantially the
               form of Exhibit D-1 hereto (the "SHARED COLLATERAL SECURITY
               AGREEMENT") and (b) the other Loan Parties in substantially the
               form of Exhibit D-2 hereto (the "NON-SHARED COLLATERAL SECURITY
               AGREEMENT"; together with the Shared Collateral Security
               Agreement, each other security agreement and security agreement
               supplement delivered pursuant to Section 5.01(j), in each case as
               amended, the "SECURITY AGREEMENTS"), duly executed by each Loan
               Party party thereto, together with:


<PAGE>

                    (A) certificates representing the Pledged Shares referred to
               therein accompanied by undated stock powers executed in blank and
               instruments evidencing the Pledged Debt referred to therein
               indorsed in blank,

                    (B) proper financing statements (Form UCC-1 or a comparable
               form) or the equivalent thereof under the Uniform Commercial Code
               to be filed in the legal name of each required Loan Party with
               the Secretary of State in the state where such Loan Party
               maintains its chief executive office in order to perfect and
               protect the first priority liens and security interests created
               under the Security Agreements, covering the Collateral described
               in the Security Agreements, in each case completed in a manner
               satisfactory to Agents and duly executed by the required Loan
               Party,

                    (C) completed requests for information, dated on or before
               the date of the Initial Extension of Credit, listing all
               effective financing statements filed in the jurisdictions
               referred to in clause (B) above that name any Loan Party as
               debtor, together with copies of such other financing statements,

                    (D) evidence of the completion of all other recordings and
               filings of or with respect to the Security Agreements that the
               Administrative Agent may deem necessary or desirable in order to
               perfect and protect the Liens created thereby,

                    (E) evidence that all other action that the Administrative
               Agent may deem necessary or desirable in order to perfect and
               protect the first priority liens and security interests created
               under the Security Agreements has been taken (including, without
               limitation, receipt of duly executed payoff letters and UCC-3
               termination statements).

               (iii) A guaranty from (a) the Subsidiary Guarantors who have
          guaranteed the Obligations of IXCS and its Subsidiaries under the Loan
          Documents (the "IXCS SUBSIDIARY GUARANTY") and (b) the Subsidiary
          Guarantors who have guaranteed the Obligations of CBI and its
          Subsidiaries under the Loan Documents (the "CBI SUBSIDIARY GUARANTY"),
          in each case, in substantially the form of Exhibit E hereto (together
          with each other guaranty and guaranty supplement delivered pursuant to
          Section 5.01(j), in each case as amended, the "SUBSIDIARY
          GUARANTIES"), duly executed by each Subsidiary Guarantor party
          thereto.

               (iv) Certified copies of the resolutions of the Board of
          Directors (or persons performing similar functions), or, in the case
          of wholly owned

<PAGE>

          Subsidiaries, action by unanimous written consent of the sole
          shareholder, of each Loan Party approving the Transaction and each
          Transaction Document to which it is or is to be a party, the
          consummation of each aspect of the Transaction involving or affecting
          such Loan Party and the other transactions contemplated by any of the
          foregoing, and of all documents evidencing other necessary corporate
          action and governmental and other third party approvals, consents,
          authorizations, notices and filings of actions with respect to the
          Transaction and each Transaction Document to which it is or is to be a
          party (other than the approvals by certain state public utility
          commissions listed in the attached Schedule 4.01(d) that have not been
          obtained as of the date hereof but the failure to obtain such
          approvals either individually or in the aggregate could not be
          expected to have a Material Adverse Effect).

               (v) A copy of a certificate of the Secretary of State of the
          jurisdiction of incorporation (or organization) of each Loan Party,
          dated reasonably near the date of the Initial Extension of Credit,
          certifying (A) as to a true and correct copy of the charter (or
          similar constitutive document) of such Loan Party and each amendment
          thereto on file in such Secretary's office and (B) that (1) such
          amendments are the only amendments to such Loan Party's charter on
          file in such Secretary's office, (2) such Loan Party has paid all
          franchise taxes to the date of such certificate and (C) such Loan
          Party is duly incorporated (or organized) and in good standing or
          presently subsisting under the laws of the State of the jurisdiction
          of its incorporation (or organization).

               (vi) A copy of a certificate of the Secretary of State of each
          jurisdiction in which a Loan Party is qualified or licensed as a
          foreign corporation or limited liability company, dated reasonably
          near the date of the Initial Extension of Credit, stating that such
          Loan Party is duly qualified and in good standing as a foreign
          corporation or limited liability company, as the case may be, in such
          State and has filed all annual reports required to be filed to the
          date of such certificate.

               (vii) A certificate of each Loan Party, signed on behalf of such
          Loan Party by its President or a Vice President or Treasurer and its
          Secretary or any Assistant Secretary (or persons performing similar
          functions), dated the date of the Initial Extension of Credit (the
          statements made in which certificate shall be true on and as of the
          date of the Initial Extension of Credit), certifying as to (A) the
          absence of any amendments to the charter, articles of incorporation or
          certificate of formation, as applicable, of such Loan Party since the
          date of the Secretary of State's certificate referred to in Section
          3.01(a)(v), (B) a true and correct copy of the bylaws or limited
          liability company agreement, as applicable, of such Loan Party as in
          effect on the date on which the resolutions, or actions by written
          consent, as applicable, referred to in Section 3.01(a)(iv) were
          adopted and on the date of the Initial Extension of Credit, (C) no
          proceeding for

<PAGE>

          dissolution or liquidation of such Loan Party has been commenced
          by such Loan Party, (D) the truth of the representations and
          warranties contained in the Loan Documents as they relate to such Loan
          Party as though made on and as of the date of the Initial Extension of
          Credit (except to the extent they expressly relate to an earlier date,
          in which case certifying that such representations and warranties are
          true and correct as of such earlier date) and (E) the absence of any
          event relating to such Loan Party occurring and continuing, or
          reasonably expected to result from the Initial Extension of Credit,
          that constitutes a Default.

               (viii) A certificate of the Secretary or an Assistant Secretary
          of each Loan Party certifying the names and true signatures of the
          officers, partners, members or equivalent persons of such Loan Party
          authorized to sign each Transaction Document to which it is or is to
          be a party and the other documents to be delivered hereunder and
          thereunder.

               (ix) Certified copies of each of the Related Documents, duly
          executed by the parties thereto and in form and substance satisfactory
          to the Lender Parties, together with all agreements, instruments and
          other documents delivered in connection therewith as the
          Administrative Agent shall request.

               (x) Certified copies of a certificate of merger or other
          confirmation satisfactory to the Agents of the consummation of the
          Merger from the Secretary of State of the State of Delaware.

               (xi) Certificates and letters, in form and substance reasonably
          satisfactory to the Lender Parties, attesting to the Solvency of CBI
          and its Subsidiaries on a Consolidated basis before and after giving
          effect to the Transaction (and the incurrence of indebtedness related
          thereto) from the Chief Financial Officer of CBI.

               (xii) Certified copies of all of the agreements, instruments and
          other documents evidencing or setting forth the terms and conditions
          of Surviving Debt that is outstanding or has commitments for the
          extension of credit on the Effective Date in an aggregate amount of at
          least $1,000,000 in each case, duly executed by the parties thereto
          together with all Exhibits and Schedules thereto.

               (xiii) Such financial, business and other information regarding
          each Loan Party and its Subsidiaries as the Agents shall have
          reasonably requested, including, without limitation, information as to
          possible contingent liabilities, tax matters, environmental matters,
          obligations under Plans, Multiemployer Plans and Welfare Plans,
          collective bargaining agreements and other arrangements with
          employees, and copies, certified by a Responsible Officer of the
          Borrower of


<PAGE>

                    (A) audited consolidated balance sheets and related
               statements of income, stockholders equity and cash flows of each
               Borrower for the fiscal years ended December 31, 1994, December
               31, 1995, December 31, 1996, December 31, 1997, December 31,
               1998,

                    (B) the unaudited consolidated and, to the extent available,
               consolidating balance sheets and related financial statements of
               each Borrower for each completed fiscal quarter since the date of
               the audited financial statements,

                    (C) pro forma consolidated and, to the extent available,
               consolidating balance sheet of CBI as of September 30, 1999 after
               giving effect to the Merger and the making of the Advances
               hereunder, together and

                    (D) forecasts prepared by management of the CBI, in form and
               substance satisfactory to the Lender Parties, of balance sheets,
               income statements and cash flow statements on a quarterly and
               annual basis for the Company and CBI for the first year following
               the day of the Initial Extension of Credit and on an annual basis
               for each year thereafter until the Termination Date.

               (xiv) A certificate of a Responsible Officer of CBI that shortly
          before and immediately after giving pro forma effect to the
          Transaction, CBI and its Subsidiaries will be in compliance with
          Section 5.04.

               (xv) Certified copies of all Material Contracts of each Loan
          Party and its Subsidiaries.

               (xvi) A Notice of Borrowing or Notice of Issuance, as applicable,
          relating to the Initial Extension of Credit.

               (xvii) Favorable opinions of Cravath, Swaine & Moore, with
          respect to the Loan Documents, Frost & Jacobs, with respect to the CBI
          entities (excluding those issues addressed in the Steptoe & Johnson
          opinion), Steptoe & Johnson, with respect to certain regulatory issues
          related to the CBI entities, Riordan & McKinzie, with respect to the
          IXC entities (excluding those issues addressed in the Reboul,
          MacMurray, Hewitt, Maynard & Kristol opinion), Reboul, MacMurray,
          Hewitt, Maynard & Kristol, with respect to regulatory issues related
          to the IXC entities, and Graves, Doughterty, Hearn & Moody, with
          respect to issues relating to the Uniform Commercial Code of the State
          of Texas, in the form reasonably acceptable to the Agents.

<PAGE>

               (xviii) A favorable tax opinion of Riordan & McKinzie, counsel
          for IXC, and a favorable opinion Thomas E. Taylor, Esq., General
          Counsel to CBI, delivered in connection with the Merger, which opinion
          is either (A) addressed to the Agents and the Lender Parties and
          expressly states that the Agents and the Lender Parties may rely on
          such opinion or (B) accompanied by a reliance letter from such counsel
          addressed to the Agents and the Lender Parties that expressly states
          that the Agents and the Lender Parties may rely on such opinion.

               (xix) A favorable opinion of Shearman & Sterling, counsel for the
          Administrative Agent, in form and substance satisfactory to the
          Administrative Agent.

          (b) The Lender Parties shall be reasonably satisfied with the
     organizational and legal structure and capitalization of each Loan Party
     and each of its Subsidiaries in which the Equity Interest in such
     Subsidiaries is being pledged pursuant to the Loan Documents, including the
     terms and conditions of the charter, bylaws and each class of Equity
     Interest in each Loan Party and each such Subsidiary and of each agreement
     or instrument relating to such structure or capitalization.

          (c) The Lender Parties shall be satisfied that all Existing Debt
     listed on Schedule 4.01(s) has been prepaid, redeemed or defeased in full
     (or scheduled for payment, redemption or defeasance as set forth on
     Schedule 4.01(s)) or otherwise satisfied and extinguished and that all
     Surviving Debt shall be on terms and conditions reasonably satisfactory to
     the Lender Parties.

          (d) Before giving effect and immediately after giving pro forma effect
     to the Transaction, there shall have occurred no Material Adverse Change
     since December 31, 1998, except as disclosed in the Form S-4 of CBI filed
     with the Securities and Exchange Commission on September 13, 1999.

          (e) There shall exist no action, suit, investigation, litigation or
     proceeding affecting any Loan Party or any of its Subsidiaries pending or,
     to the best knowledge of any Loan Party or any of its Subsidiaries,
     threatened before any court, governmental agency or arbitrator that (i)
     could be reasonably likely to have a Material Adverse Effect or (ii)
     purports to affect the legality, validity or enforceability of any
     Transaction Document except for the matters described in Schedule 4.01(f)
     hereto (the "Disclosed Litigation"), as they relate to the Merger or the
     consummation of the Transaction; and there shall have been no material
     adverse change in the status, or the reasonably anticipated financial
     effect on any Loan Party or any of its Subsidiaries, of such Disclosed
     Litigation from that described on Schedule 4.01(f) hereto.

          (f) All governmental and third party consents and approvals and
     authorizations of, notices and filings to or with, and other actions by any
     other Person necessary in connection with any aspect of the Transaction,
     any of the Loan Documents

<PAGE>

     or the Related Documents or any of the other transactions contemplated
     thereby, shall have been obtained (without the imposition of any conditions
     that are not acceptable to the Lender Parties) and shall remain in effect
     (other than the approvals by certain state public utility commissions
     listed in the attached Schedule 4.01(d) that have not been obtained as of
     the date hereof but the failure to obtain such approvals either
     individually or in the aggregate could not be expected to have a Material
     Adverse Effect); all applicable waiting periods in connection with the
     Transaction shall have expired without any action being taken by any
     competent authority, and no law or regulation shall be applicable in the
     judgment of the Lender Parties, in each case that restrains, prevents or
     imposes materially adverse conditions upon the Transaction or the rights of
     the Loan Parties or their Subsidiaries freely to transfer or otherwise
     dispose of, or to create any Lien on, any properties now owned or hereafter
     acquired by any of them.

          (g) The Lender Parties shall have completed a due diligence
     investigation of CBI, the Company and their respective Subsidiaries in
     scope, and with results, satisfactory to the Lender Parties, and nothing
     shall have come to the attention of the Lender Parties during the course of
     such due diligence investigation to lead them to believe (i) that the
     Information Memorandum was or has become misleading, incorrect or
     incomplete in any material respect, (ii) that, following the consummation
     of the Merger, the Borrower and its Subsidiaries would not have good and
     marketable title to all material assets of the Company and its Subsidiaries
     reflected in the Information Memorandum and (iii) that the Merger will not
     have a Material Adverse Effect on any Loan Party or any of its
     Subsidiaries; without limiting the generality of the foregoing, the Lender
     Parties shall have been given such access to the management, records, books
     of account, contracts and properties of CBI, the Company and their
     respective Subsidiaries as they shall have requested.

          (h) The Borrower shall have paid all accrued fees of the Agents and
     the Lender Parties and all accrued expenses of the Agents (including the
     reasonable accrued fees and expenses of counsel to the Administrative Agent
     to the Lender Parties).

          (i) The Merger shall have been consummated on terms and conditions
     reasonably satisfactory to the Lenders and in compliance with applicable
     law and regulatory approvals, and each of the Lenders shall be satisfied in
     all respects with the structure, terms and conditions of the Merger, and
     there shall not have been any material modification, amendment, supplement
     or waiver to the Merger Agreement, that could adversely affect the Lenders
     in any material respect including, without limitation, any modification,
     amendment, supplement or waiver relating to (A) the amount or type of
     consideration to be paid in connection with the Merger and the other parts
     of the Transaction and all related tax, legal and accounting matters and
     (B) the capitalization, structure and equity ownership of CBI, the Company
     and its Subsidiaries after giving effect to the Transaction.

<PAGE>

               SECTION 3.02. CONDITIONS PRECEDENT TO EACH BORROWING AND ISSUANCE
     AND RENEWAL. The obligation of each Appropriate Lender to make an Advance
     (other than a Letter of Credit Advance made by an Issuing Bank or a
     Revolving Credit Lender pursuant to Section 2.03(c) and a Swing Line
     Advance made by a Revolving Credit Lender pursuant to Section 2.02(b)) on
     the occasion of each Borrowing (including the initial Borrowing), and the
     obligation of each Issuing Bank to issue a Letter of Credit (including the
     initial issuance) or renew a Letter of Credit and the right of any Borrower
     to request a Swing Line Borrowing, shall be subject to the further
     conditions precedent that on the date of such Borrowing or issuance or
     renewal (a) the following statements shall be true (and each of the giving
     of the applicable Notice of Borrowing, Notice of Swing Line Borrowing,
     Notice of Issuance or Notice of Renewal and the acceptance by such Borrower
     of the proceeds of such Borrowing or of such Letter of Credit or the
     renewal of such Letter of Credit shall constitute a representation and
     warranty by such Borrower that both on the date of such notice and on the
     date of such Borrowing or issuance or renewal such statements are true):

                    (i) the representations and warranties contained in each
               Loan Document are correct on and as of such date, before and
               after giving effect to such Borrowing or issuance or renewal as
               though made on and as of such date; and

                    (ii) no Default has occurred and is continuing, or would
               result from such Borrowing or issuance or renewal or from the
               application of the proceeds therefrom;

and (b) the Administrative Agent shall have received such other certificates,
opinions and other documents as any Appropriate Lender through the
Administrative Agent may reasonably request in order to confirm (i) the accuracy
of such Borrower's representations and warranties, (ii) such Borrower's timely
compliance with the terms, covenants and agreements set forth in this Agreement
and (iii) the absence of any Default.

               SECTION 3.03. DETERMINATIONS UNDER SECTION 3.01. For purposes of
determining compliance with the conditions specified in Section 3.01, each
Lender Party shall be deemed to have consented to, approved or accepted or to be
satisfied with each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to the Lender Parties unless an
officer of the Administrative Agent responsible for the transactions
contemplated by the Loan Documents shall have received notice from such Lender
Party prior to the Initial Extension of Credit specifying its objection thereto
and, if the Initial Extension of Credit consists of a Borrowing, such Lender
Party shall not have made available to the Administrative Agent such Lender
Party's ratable portion of such Borrowing.



<PAGE>

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

               SECTION 4.01. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS.
Each Borrower represents and warrants as follows:

               (a) Each Loan Party and each of its Subsidiaries (i) is a
          corporation or limited liability company duly organized, validly
          existing and in good standing under the laws of the jurisdiction of
          its organization, (ii) is duly qualified and in good standing as a
          foreign corporation or limited liability company in each other
          jurisdiction in which it owns or leases property or in which the
          conduct of its business requires it to so qualify or be licensed
          except where the failure to so qualify or be licensed could not be
          reasonably likely to have a Material Adverse Effect and (iii) has all
          requisite power and authority (including, without limitation, all
          governmental licenses, permits and other approvals) to own or lease
          and operate its properties and to carry on its business as now
          conducted and as proposed to be conducted. Each of the Loan Parties
          has all of the requisite power and authority, and the legal right, to
          execute and deliver each of the Loan Documents and the Related
          Documents to which it is or is to be a party, to perform all of its
          Obligations hereunder and thereunder and to consummate the Transaction
          and all of the other transactions contemplated hereby and thereby.

               (b) Set forth on Schedule 4.01(b) hereto is a complete and
          accurate list of all Subsidiaries of each Loan Party, showing as of
          the date hereof (as to each such Subsidiary) the jurisdiction of its
          organization, the number and type of each class of its Equity
          Interests authorized, and the number outstanding, on the date hereof
          and the percentage of each such class of its Equity Interests owned
          (directly or indirectly) by such Loan Party and the number of shares
          covered by all outstanding options, warrants, rights of conversion or
          purchase and similar rights at the date hereof. All of the outstanding
          Equity Interests in each Loan Party's Subsidiaries has been validly
          issued, are fully paid and non-assessable and are owned by such Loan
          Party or one or more of its Subsidiaries free and clear of all Liens,
          except those created under the Collateral Documents.

               (c) The execution, delivery and performance by each Loan Party of
          each Transaction Document to which it is or is to be a party, and the
          consummation of the Transaction, are within such Loan Party's
          corporate powers, have been duly authorized by all necessary corporate
          action, and do not (i) contravene such Loan Party's charter or bylaws,
          (ii) violate any law, rule, regulation (including, without limitation,
          Regulation X of the Board of Governors of the Federal Reserve System),
          order, writ, judgment, injunction, decree, determination or award,
          (iii) other than Debt scheduled for repayment on the date of the
          Initial Extension of Credit, conflict with or result in the breach of,
          or constitute a default or, except as set forth in the attached
          Schedule 4.01(c)(iii), require

<PAGE>

          any payment to be made under, any contract, loan agreement, indenture,
          mortgage, deed of trust, lease or other instrument binding on or
          affecting any Loan Party, any of its Subsidiaries or any of their
          properties or (iv) except for the Liens created under the Loan
          Documents, result in or require the creation or imposition of any Lien
          upon or with respect to any of the properties of any Loan Party or any
          of its Subsidiaries. No Loan Party or any of its Subsidiaries is in
          violation of any such law, rule, regulation, order, writ, judgment,
          injunction, decree, determination or award or in breach of any such
          contract, loan agreement, indenture, mortgage, deed of trust, lease or
          other instrument, the violation or breach of which could have a
          Material Adverse Effect.

               (d) No authorization or approval or other action by, and no
          notice to or filing with, any governmental authority or regulatory
          body or any other third party is required for (i) the due execution,
          delivery, recordation, filing or performance by any Loan Party of any
          Transaction Document to which it is or is to be a party, or for the
          consummation of the Transaction, (ii) the grant by any Loan Party of
          the Liens granted by it pursuant to the Collateral Documents, (iii)
          the perfection or maintenance of the Liens created under the
          Collateral Documents (including the first priority nature thereof) or
          (iv) the exercise by any Agent or any Lender Party of its rights under
          the Loan Documents or the remedies in respect of the Collateral
          pursuant to the Collateral Documents, except for the authorizations,
          approvals, actions, notices and filings listed on Schedule 4.01(d)
          hereto, all of which have been duly obtained, taken, given or made and
          are in full force and effect (other than the approvals by certain
          state public utility commissions listed in the attached Schedule
          4.01(d) that have not been obtained as of the date hereof but the
          failure to obtain such approvals either individually or in the
          aggregate could not be expected to have a Material Adverse Effect).
          Notwithstanding the foregoing, it is understood that (i) no regulatory
          approvals have been obtained in connection with (x) the pledge of
          shares of any regulated entity or (y) the granting of additional
          collateral in certain circumstances as contemplated by Section
          5.01(j)(I) and (ii) as of the date hereof no regulatory approvals have
          been obtained or are being sought in connection with the possible
          exercise of remedies under this Agreement or any of the Collateral
          Documents. All applicable waiting periods in connection with the
          Transaction have expired without any action having been taken by any
          competent authority restraining, preventing or imposing materially
          adverse conditions upon the Transaction or the rights of the Loan
          Parties or their Subsidiaries freely to transfer or otherwise dispose
          of, or to create any Lien on, any properties now owned or hereafter
          acquired by any of them. The acquisition and the Merger have been
          consummated in accordance with the Merger Agreement and applicable
          law.

               (e) This Agreement has been, and each other Transaction Document
          when delivered hereunder will have been, duly executed and delivered
          by each Loan Party party thereto. This Agreement is, and each other
          Transaction Document when delivered hereunder will be, the legal,
          valid and binding obligation of each Loan Party party thereto,
          enforceable against such Loan Party in accordance with its terms.

<PAGE>

               (f) There is no action, suit, investigation, litigation or
          proceeding affecting any Loan Party or any of its Subsidiaries pending
          or, to the best knowledge of any Loan Party, threatened before any
          court, governmental agency or arbitrator of any kind that (i) either
          individually or in the aggregate, could be reasonably likely to have a
          Material Adverse Effect or (ii) in which there is a reasonable
          likelihood of an adverse determination and which purports to affect
          the legality, validity or enforceability of any Transaction Document
          or the consummation of the Transaction, any of the Loan Documents or
          the Related Documents or any of the other transactions contemplated
          hereby.

               (g) The Consolidated balance sheets of CBI, the Company and their
          respective Subsidiaries as at December 31, 1998, and the related
          Consolidated and consolidating, if any, statements of income and
          Consolidated statement of cash flows of the CBI, the Company and their
          respective Subsidiaries for the fiscal year then ended, accompanied by
          an unqualified opinion of PriceWaterhouseCoopers, LLP independent
          public accountants, and the Consolidated and consolidating, if any,
          balance sheets of CBI, the Company and their respective Subsidiaries
          as at June 30, 1999, and the related Consolidated and consolidating
          statements of income and Consolidated statement of cash flows of CBI,
          the Company and their respective Subsidiaries for the six months then
          ended, duly certified by the Chief Financial Officer of CBI and the
          Company, respectively, copies of which have been furnished to each
          Lender Party, fairly present the Consolidated and consolidating
          financial condition of CBI, the Company and their respective
          Subsidiaries as at such dates and the Consolidated and consolidating
          results of operations of CBI, the Company and their respective
          Subsidiaries for the periods ended on such dates, all in accordance
          with generally accepted accounting principles applied on a consistent
          basis, and since December 31, 1998, there has been no Material Adverse
          Change except as disclosed in the Form S-4 of CBI filed with the
          Securities and Exchange Commission on September 13, 1999.

               (h) The Consolidated pro forma balance sheet of CBI and its
          Subsidiaries as at the Closing Date, and the related Consolidated and
          consolidating pro forma statements of income and cash flows of CBI and
          its Subsidiaries for the nine months then ended, certified by the
          Chief Financial Officer of CBI, copies of which have been furnished to
          each Lender Party, fairly present the Consolidated and consolidating
          pro forma financial condition of CBI and its Subsidiaries as at such
          date and the Consolidated and consolidating pro forma results of
          operations of CBI and its Subsidiaries for the period ended on such
          date, in each case giving effect to the Transaction, all in accordance
          with GAAP.

               (i) The Consolidated and consolidating forecasted balance sheets,
          statements of income and statements of cash flows of CBI and its
          Subsidiaries delivered to the Lender Parties pursuant to Section
          3.01(a)(xiii) or 5.03 were prepared in good faith on the basis of the
          assumptions stated therein, which assumptions were fair in light of
          the

<PAGE>

          conditions existing at the time of delivery of such forecasts,
          and represented, at the time of delivery, CBI's best estimate of its
          future financial performance.

               (j) Neither the Information Memorandum nor any other information,
          exhibit or report furnished by or on behalf of any Loan Party to any
          Agent or any Lender Party in connection with the negotiation and
          syndication of the Loan Documents or pursuant to the terms of the Loan
          Documents contained any untrue statement of a material fact or omitted
          to state a material fact necessary to make the statements made therein
          not misleading.

               (k) No Borrower is engaged in the business of extending credit
          for the purpose of purchasing or carrying Margin Stock, and following
          the application of the proceeds of each Advance or drawing under each
          Letter of Credit, not more than 25% of the value of the assets (of CBI
          and its Subsidiaries on a Consolidated basis) subject to the
          provisions of Section 5.02(a) or 5.02(e) or subject to any restriction
          contained in any agreement or instrument between CBI and any Lender
          Party or any Affiliate of any Lender Party relating to Debt within the
          scope of 7.01(e) will be Margin Stock. For purposes of this Section
          4.01(k), "assets" of CBI or any of its Subsidiaries includes, without
          limitation, treasury stock of CBI that has not been retired.

               (l) Neither any Loan Party nor any of its Subsidiaries is an
          "investment company", or an "affiliated person" of, or "promoter" or
          "principal underwriter" for, an "investment company", as such terms
          are defined in the Investment Company Act of 1940, as amended. Neither
          any Loan Party nor any of its Subsidiaries is a "holding company", or
          a "subsidiary company" of a "holding company", or an "affiliate" of a
          "holding company" or of a "subsidiary company" of a "holding company",
          as such terms are defined in the Public Utility Holding Company Act of
          1935, as amended. Neither the making of any Advances, nor the issuance
          of any Letters of Credit, nor the application of the proceeds or
          repayment thereof by such Borrower, nor the consummation of the other
          transactions contemplated by the Transaction Documents, will violate
          any provision of any such Act or any rule, regulation or order of the
          Securities and Exchange Commission thereunder.

               (m) Neither any Loan Party nor any of its Subsidiaries is a party
          to any indenture, loan or credit agreement or any lease or other
          agreement or instrument or subject to any charter or corporate
          restriction that could have a Material Adverse Effect.

               (n) All filings and other actions necessary or desirable to
          perfect and protect the security interest in the Collateral created
          under the Collateral Documents have been duly made or taken and are in
          full force and effect, and the Collateral Documents create in favor of
          the Administrative Agent for the benefit of the Secured Parties a
          valid and, together with such filings and other actions, perfected
          first priority security interest in the Collateral, securing the
          payment of the Secured Obligations, and all filings and other actions
          necessary or desirable to perfect and protect such security interest
          have been

<PAGE>

          duly taken. The Loan Parties are the legal and beneficial owners
          of the Collateral free and clear of any Lien, except for the liens and
          security interests created or permitted under the Loan Documents.

               (o) Each of the Borrowers and CBI together with its Subsidiaries,
          on a consolidated basis, is Solvent.

               (p) (i) No ERISA Event has occurred or is reasonably expected to
          occur with respect to any Plan that has resulted in or is reasonably
          expected to have a Material Adverse Effect on any Loan Party or any
          ERISA Affiliate.

                    (ii) Schedule B (Actuarial Information) to the most recent
               annual report (Form 5500 Series) for each Plan, copies of which
               have been filed with the Internal Revenue Service and furnished
               or made available to the Lender Parties, is complete and accurate
               in all material respects and fairly presents the funding status
               of such Plan, and since the date of such Schedule B there has
               been no material adverse change in such funding status.

                    (iii) Neither any Loan Party nor any ERISA Affiliate has
               incurred or to the best knowledge of any Loan Party or any ERISA
               Affiliate is reasonably expected to incur any Withdrawal
               Liability in respect of any Multiemployer Plan.

                    (iv) Neither any Loan Party nor any ERISA Affiliate has been
               notified by the sponsor of a Multiemployer Plan that such
               Multiemployer Plan is in reorganization or has been terminated,
               within the meaning of Title IV of ERISA, and no such
               Multiemployer Plan to the best knowledge of any Loan Party or any
               ERISA Affiliate is reasonably expected to be in reorganization or
               to be terminated, within the meaning of Title IV of ERISA.

               (q) Except for such matters that could not be reasonably likely
          to have a Material Adverse Effect (i) the operations and properties of
          each Loan Party and each of its Subsidiaries comply in all respects
          with all Environmental Laws and Environmental Permits, all past
          non-compliance with such Environmental Laws and Environmental Permits
          has been resolved without ongoing obligations or costs, and no
          circumstances exist that could be reasonably likely to (A) form the
          basis of an Environmental Action against any Loan Party or any of its
          Subsidiaries or any of their properties or (B) cause any such property
          to be subject to any liens and/or environmental transfer act
          restrictions under any Environmental Law. In addition to the
          foregoing, it is understood and agreed that the Borrowers will comply
          with regulatory requirements set forth in Schedule 4.01(q);

                    (ii) none of the properties currently or formerly owned or
               operated by any Loan Party or any of its Subsidiaries is listed
               or, to the knowledge of any

<PAGE>

               Loan Party or any of their Subsidiaries, proposed for listing
               on the NPL or on the CERCLIS or any analogous foreign, state
               or local list; and during the ownership or operation thereof
               by any Loan Party or any of their Subsidiaries, Hazardous
               Materials were not and have not been released, discharged or
               disposed of on any property currently or formerly owned or
               operated by any Loan Party or any of its Subsidiaries; and

                    (iii) neither any Loan Party nor any of its Subsidiaries is
               undertaking, and has not completed, either individually or
               together with other potentially responsible parties, any
               investigation or assessment or remedial or response action
               relating to any actual or threatened release, discharge or
               disposal of Hazardous Materials at any site, location or
               operation, either voluntarily or pursuant to the order of any
               governmental or regulatory authority or the requirements of any
               Environmental Law; and during the ownership or operation thereof
               by any Loan Party or any of their Subsidiaries, all Hazardous
               Materials generated, used, treated, handled or stored at, or
               transported to or from, any property currently or formerly owned
               or operated by any Loan Party or any of its Subsidiaries were and
               have been disposed of in a manner not reasonably expected to
               result in liability to any Loan Party or any of its Subsidiaries.

               (r) (i) Each Loan Party and each of its Subsidiaries and
          Affiliates has filed, has caused to be filed or has been included in
          all material tax returns (Federal, state, local and foreign) required
          to be filed and has paid all taxes shown thereon to be due, together
          with applicable interest and penalties, except any taxes that are
          being contested in good faith by appropriate proceedings and for which
          the Loan Party, its Subsidiaries or its Affiliates, as the case may
          be, has set aside on its books adequate reserves;

                    (ii) The aggregate unpaid amount, as of the date hereof, of
               adjustments to the Federal, state, local and foreign income tax
               liability of each Loan Party and each of its Subsidiaries and
               Affiliates proposed by the Internal Revenue Service or by any
               state, local and foreign taxing authorities with respect to any
               years for which the expiration of the applicable statute of
               limitations for assessment or collection has not occurred by
               reason of extension or otherwise along with any issues raised by
               the Internal Revenue Service in respect of such years could not,
               in the aggregate, reasonably be expected to have a Material
               Adverse Effect; and

                    (iii) The Merger will not be taxable to CBI, the Company or
               any of their respective Subsidiaries or Affiliates and will not,
               taken either alone or in conjunction with any other transaction,
               result in CBI being required to recognize gain under Section
               355(e) of the Internal Revenue Code.


<PAGE>

               (s) Set forth on Schedule 4.01(s) hereto is a complete and
          accurate list of all Existing Debt (other than Surviving Debt),
          showing as of the date hereof the obligor and the principal amount
          outstanding thereunder.

               (t) Set forth on Schedule 4.01(t) hereto is a complete and
          accurate list of all Surviving Debt, showing as of the date hereof the
          obligor and the principal amount outstanding thereunder, the maturity
          date thereof and the amortization schedule therefor.

               (u) Set forth on Schedule 4.01(u) hereto is a complete and
          accurate list of all Liens on the property or assets of any Loan Party
          or any of its Subsidiaries, showing as of the date hereof the
          lienholder thereof.

               (v) Set forth on Schedule 4.01(v) hereto is a complete and
          accurate list of all Investments held by any Loan Party or any of its
          Subsidiaries on the date hereof, showing as of the date hereof the
          amount, obligor or issuer and maturity, if any, thereof.

               (w) [Intentionally omitted]

               (x) Set forth on Schedule 4.01(x) hereto is a complete and
          accurate list of all Material Contracts of each Loan Party and its
          Subsidiaries, showing as of the date hereof the parties, subject
          matter and term thereof. Each such Material Contract has been duly
          authorized, executed and delivered by all parties thereto, has not
          been amended or otherwise modified, is in full force and effect and is
          binding upon and enforceable against all parties thereto in accordance
          with its terms, and there exists no default under any Material
          Contract by any party thereto.

               (y) Each Borrower and its Subsidiaries are Year 2000 Compliant
          and, to the best knowledge of each Borrower and its Subsidiaries,
          their respective suppliers will be Year 2000 Compliant at January 1,
          2000, except, in each case, for such failures to be Year 2000
          Compliant that individually or in the aggregate are not reasonably
          likely to have a Material Adverse Effect. The term "Year 2000
          Compliant", with respect to a computer system or software program,
          means that such computer system or program: (A) is capable of
          recognizing, processing, managing, representing, interpreting and
          manipulating correctly date-related data for dates earlier and later
          than January 1, 2000; (B) has the ability to provide date recognition
          for any data element without limitation; (C) has the ability to
          function automatically into and beyond the Year 2000 without human
          intervention and without any change in operations associated with the
          advent of the Year 2000; (D) has the ability to interpret data, dates
          and time correctly into and beyond the Year 2000; (E) has the ability
          not to produce noncompliance in existing data, nor otherwise corrupt
          such data, into and beyond the Year 2000; (F) has the ability to
          process correctly after January 1, 2000, data containing dates and
          times before that date; and (G) has the ability to recognize all "leap
          year" dates, including February 29, 2000.

<PAGE>

                                    ARTICLE V

                           COVENANTS OF THE BORROWER

          SECTION 5.01. AFFIRMATIVE COVENANTS. So long as any Advance or any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
any Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, each Borrower will:

          (a) COMPLIANCE WITH LAWS, ETC. (i) Comply, and cause each of its
     Subsidiaries to comply, in all material respects, with all applicable laws,
     rules, regulations and orders, such compliance to include, without
     limitation, compliance with ERISA and the Racketeer Influenced and Corrupt
     Organizations Chapter of the Organized Crime Control Act of 1970 and (ii)
     except as provided in Section 5.01(e), obtain and maintain in effect all
     Governmental Authorizations that are necessary (A) to own or lease and
     operate their respective property and assets and to conduct their
     respective businesses as now conducted and as proposed to be conducted,
     except where and to the extent that the failure to obtain or maintain in
     effect any such Governmental Authorization, either individually or in the
     aggregate, could not reasonably be expected to have a Material Adverse
     Effect, or (B) for the due execution, delivery or performance by CBI or any
     of its Subsidiaries of any of the Loan Documents or the Related Documents
     to which it is or is to be a party, or for the consummation of any aspect
     of the Transaction or any of the other transactions contemplated hereby and
     thereby. This Section 5.01(a) shall not apply to compliance with
     Environmental Laws or Environmental Permits (which is the subject of
     Section 5.01(c)).

          (b) PAYMENT OF TAXES, ETC. Pay and discharge, and cause each of its
     Subsidiaries to pay and discharge, before the same shall become delinquent,
     (i) all taxes, assessments and governmental charges or levies imposed upon
     it or upon its property and (ii) all lawful claims that, if unpaid, might
     by law become a Lien upon its property; PROVIDED, HOWEVER, that neither CBI
     nor any of its Subsidiaries shall be required to pay or discharge any such
     tax, assessment, charge or claim that is being contested in good faith and
     by proper proceedings and as to which appropriate reserves are being
     maintained, unless and until any Lien resulting therefrom attaches to its
     property and becomes enforceable against its other creditors.

          (c) COMPLIANCE WITH ENVIRONMENTAL LAWS. Comply, cause each of its
     Subsidiaries and use its best efforts (which efforts shall include ensuring
     that all applicable leases, licenses or other such agreements include
     provisions requiring such compliance) to cause all lessees and other
     Persons operating or occupying its properties to comply, in all material
     respects, with all Environmental Laws and Environmental Permits; obtain and
     renew and cause each of its Subsidiaries to obtain and renew all
     Environmental Permits necessary for its operations and properties; and
     conduct, and

<PAGE>

     cause each of its Subsidiaries to conduct, any investigation, study,
     sampling and testing, and undertake any cleanup, removal, remedial or other
     action necessary to remove and clean up Hazardous Materials from any of its
     properties, to the extent required by Environmental Laws, except where and
     to the extent that the failure to comply with Environmental Laws, obtain or
     renew Environmental Permits or to conduct such cleanup, removal, remedial
     or other action, individually or in the aggregate, could not reasonably be
     expected to have a Material Adverse Effect; PROVIDED, HOWEVER, that neither
     the Loan Parties nor any of their respective Subsidiaries shall be required
     to undertake any such cleanup, removal, remedial or other action to the
     extent that its obligation to do so is being contested in good faith and by
     proper proceedings and appropriate reserves are being maintained with
     respect to such circumstances.

          (d) MAINTENANCE OF INSURANCE. Maintain, and cause each of its
     Subsidiaries to maintain, insurance with responsible and reputable
     insurance companies or associations in such amounts and covering such risks
     as is usually carried by companies engaged in similar businesses and owning
     similar properties in the same general areas in which each Borrower or such
     Subsidiary operates (it being understood that, to the extent consistent
     with prudent business practice of persons carrying on a similar business in
     a similar location, a program of self-insurance for first or other loss
     layers may be utilized in an aggregate amount not to exceed $50,000,000).

          (e) PRESERVATION OF CORPORATE EXISTENCE, ETC. Except as otherwise
     permitted under Section 5.02(d), preserve and maintain, and cause each of
     its Subsidiaries to preserve and maintain, its existence, legal structure,
     legal name (it being understood that legal name changes may be made so long
     as the Borrowers make arrangements acceptable to the Agents to timely
     refile financing statements and other filings relating to security
     interests), rights (charter and statutory), permits, licenses, approvals,
     privileges and franchises; PROVIDED, HOWEVER, that CBI and its Subsidiaries
     may consummate the Merger and the Reorganization Merger.

          (f) VISITATION RIGHTS. Upon reasonable notice, at any reasonable time
     and from time to time, permit any of the Agents or any of the Lender
     Parties (coordinated through the Administrative Agent), or any agents or
     representatives thereof, to examine and, with the consent of CBI, which
     consent shall not be unreasonably withheld, make copies of and abstracts
     from the records and books of account of, and visit the properties of, each
     Borrower and any of its Subsidiaries, and to discuss the affairs, finances
     and accounts of each Borrower and any of its Subsidiaries with any of their
     officers or directors and, together with an authorized representative of a
     Loan Party, with their independent certified public accountants.

          (g) KEEPING OF BOOKS. Keep, and cause each of its Subsidiaries to
     keep, proper books of record and account, in which full and correct entries
     shall be made of all financial transactions and the assets and business of
     each Borrower and each such

<PAGE>

     Subsidiary in accordance with generally accepted accounting principles in
     effect from time to time.

          (h) MAINTENANCE OF PROPERTIES, ETC. Maintain and preserve, and cause
     each of its Subsidiaries to maintain and preserve, all of its properties
     that are used or useful in the conduct of its business in good working
     order and condition, ordinary wear and tear excepted.

          (i) TRANSACTIONS WITH AFFILIATES. Conduct, and cause each of its
     Subsidiaries to conduct, all transactions otherwise permitted under the
     Loan Documents with any of their Affiliates on terms that are fair and
     reasonable and no less favorable to each Borrower or such Subsidiary than
     it would obtain in a comparable arm's-length transaction with a Person not
     an Affiliate.

          (j) COVENANT TO GUARANTEE OBLIGATIONS AND GIVE SECURITY. (I) Upon (A)
     the occurrence and during the continuance of a Default or (B) the Index
     Debt of CBI being rated lower than BB- by S&P or Ba3 by Moody's, then each
     Borrower shall, in each case at such Borrower's expense and to the fullest
     extent permitted under the Certificate of Designation and the IXC 9%
     Indenture:

               (1) as soon as practicable but in any event within 20 days
          thereafter, furnish to the Administrative Agent a description of the
          real and personal properties of each of the Loan Parties and their
          respective Subsidiaries (by street address and property type
          maintained at such address) in detail reasonably satisfactory to the
          Administrative Agent;

               (2) within 10 days thereafter, cause each Subsidiary (other than
          a CFC) (to the extent it has not already done so), to duly execute and
          deliver to the Administrative Agent a guaranty or Guaranty Supplement,
          in form and substance satisfactory to the Administrative Agent,
          guaranteeing the other Loan Parties' obligations under the Loan
          Documents,

               (3) within 15 days thereafter duly execute and deliver, and cause
          each such Subsidiary and each direct and indirect parent of such
          Subsidiary (if it has not already done so) to duly execute and
          deliver, to the Administrative Agent mortgages, pledges, assignments,
          security agreement supplements and other security agreements, as
          specified by and in form and substance satisfactory to the
          Administrative Agent, securing payment of all the Obligations of the
          applicable Loan Party, such Subsidiary or such parent, as the case may
          be, under the Loan Documents and constituting Liens on all such real
          and personal properties (other than fiber in which an IRU has been
          granted prior to the date hereof or pursuant to 5.02(e)(i) or
          5.02(e)(viii)(B)),



<PAGE>

               (4) within 30 days thereafter, take, and cause such Subsidiary or
          such parent to take, whatever action (including, without limitation,
          the recording of mortgages, the filing of Uniform Commercial Code
          financing statements, the giving of notices and the endorsement of
          notices on title documents) may be necessary or advisable in the
          opinion of the Administrative Agent to vest in the Administrative
          Agent (or in any representative of the Administrative Agent designated
          by it) valid and subsisting Liens on and security interests in the
          real and personal properties purported to be subject to the mortgages,
          pledges, assignments, security agreement supplements and security
          agreements delivered pursuant to this Section 5.01(j), enforceable
          against all third parties in accordance with their terms,

               (5) within 35 days thereafter, deliver to the Administrative
          Agent, upon the request of the Administrative Agent in its sole
          discretion, a signed copy of a favorable opinion, addressed to the
          Administrative Agent and the other Secured Parties, of counsel for the
          Loan Parties acceptable to the Administrative Agent (x) as to the
          matters contained in clauses (1) through (4) above, as to such
          guaranties, guaranty supplements, mortgages, pledges, assignments,
          security agreement supplements and security agreements being legal,
          valid and binding obligations of each Loan Party party thereto
          enforceable in accordance with their terms, (y) as to the matters
          contained in clause (4) above, as to such recordings, filings,
          notices, endorsements and other actions being sufficient to create
          valid perfected Liens on such properties, and (z) as to such other
          matters as the Administrative Agent may reasonably request,

               (6) as promptly as practicable thereafter, deliver, upon the
          request of the Administrative Agent in its sole discretion, to the
          Administrative Agent with respect to each parcel of real property
          owned or held by the entity that is the subject of such request,
          formation or acquisition title reports, surveys and engineering, soils
          and other reports, and environmental assessment reports, each in
          scope, form and substance satisfactory to the Administrative Agent,
          PROVIDED, HOWEVER, that to the extent that any Loan Party or any of
          its Subsidiaries shall have otherwise received any of the foregoing
          items with respect to such real property, such items shall, promptly
          after the receipt thereof, be delivered to the Administrative Agent,

               (7) upon the occurrence and during the continuance of a Default,
          promptly cause to be deposited any and all cash dividends paid or
          payable to it or any of its Subsidiaries from any of its Subsidiaries
          from time to time into the Administrative Agent's Account, and with
          respect to all other dividends paid or payable to it or any of its
          Subsidiaries from time to time, promptly execute and deliver, or cause
          such Subsidiary to promptly execute and deliver, as the case may be,
          any and all further instruments and take or cause such Subsidiary to
          take, as the case may be, all such other action as the Administrative
          Agent may

<PAGE>

          deem necessary or desirable in order to obtain and maintain from
          and after the time such dividend is paid or payable a perfected, first
          priority lien on and security interest in such dividends,

               (8) at any time and from time to time, promptly execute and
          deliver any and all further instruments and documents and take all
          such other action as the Administrative Agent may deem necessary or
          desirable in obtaining the full benefits of, or in perfecting and
          preserving the Liens of, such guaranties, mortgages, pledges,
          assignments, security agreement supplements and security agreements;
          and

          (II) Upon (A) the formation or acquisition of any new direct or
     indirect Subsidiaries by any Loan Party (other than CBT or any of CBT's
     Subsidiaries) or (B) the date on which (x) all contracts or indentures or
     the Certificate of Designation, in effect on the date hereof that limit,
     restrict or prohibit the creation, pledge or assignment of a security
     interest in the Excluded Equity Interests (as defined in the Security
     Agreements) are no longer in effect or (y) the creation, pledge or
     assignment of such security interest is no longer prohibited, then each
     Borrower shall, in each case at such Borrower's expense:

               (1) within 10 days thereafter, cause each Subsidiary, to duly
          execute and deliver to the Administrative Agent a guaranty or Guaranty
          Supplement, in form and substance satisfactory to the Administrative
          Agent, guaranteeing the other Loan Parties' obligations under the Loan
          Documents,

               (2) within 15 days thereafter duly execute and deliver, and cause
          each such Subsidiary and each direct and indirect parent of such
          Subsidiary (if it has not already done so) to duly execute and
          deliver, to the Administrative Agent pledges, assignments, security
          agreement supplements and other security agreements, as specified by
          and in form and substance satisfactory to the Administrative Agent,
          securing payment of all the Obligations of the applicable Loan Party,
          such Subsidiary or such parent, as the case may be, under the Loan
          Documents and constituting Liens on all such personal property;

               (3) within 30 days thereafter, take, and cause such Subsidiary or
          such parent to take, whatever action (including, without limitation,
          the filing of Uniform Commercial Code financing statements) may be
          necessary or advisable in the opinion of the Administrative Agent to
          vest in the Administrative Agent (or in any representative of the
          Administrative Agent designated by it) valid and subsisting Liens on
          and security interests in the personal property purported to be
          subject to the pledges, assignments, security agreement supplements
          and security agreements delivered pursuant to this Section 5.01(j)
          enforceable against all third parties in accordance with their terms,

<PAGE>

               (4) within 35 days thereafter, deliver to the Administrative
          Agent, upon the request of the Administrative Agent in its sole
          discretion, a signed copy of a favorable opinion, addressed to the
          Administrative Agent and the other Secured Parties, of counsel for the
          Loan Parties acceptable to the Administrative Agent (x) as to the
          matters contained in clauses (1) through (3) above, as to such
          guaranties, Guaranty Supplements, pledges, assignments, security
          agreement supplements and security agreements being legal, valid and
          binding obligations of each Loan Party party thereto enforceable in
          accordance with their terms, (y) as to the matters contained in clause
          (3) above, as to such recordings, filings, and other actions being
          sufficient to create valid perfected Liens on such properties, and (z)
          as to such other matters as the Administrative Agent may reasonably
          request, and

               (5) at any time and from time to time, promptly execute and
          deliver any and all further instruments and documents and take all
          such other action as the Administrative Agent may deem necessary or
          desirable in obtaining the full benefits of, or in perfecting and
          preserving the Liens of, such guaranties, pledges, assignments,
          security agreement supplements and security agreements.

          (k) FURTHER ASSURANCES. (i) Promptly upon request by any Agent, or any
     Lender Party through the Administrative Agent, correct, and cause each of
     its Subsidiaries promptly to correct, any material defect or error that may
     be discovered in any Loan Document or in the execution, acknowledgment,
     filing or recordation thereof, and

          (ii) Promptly upon request by any Agent, or any Lender Party through
     the Administrative Agent, do, execute, acknowledge, deliver, record,
     re-record, file, re-file, register and re-register any and all such further
     acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust,
     trust deeds, assignments, financing statements and continuations thereof,
     termination statements, notices of assignment, transfers, certificates,
     assurances and other instruments as any Agent, or any Lender Party through
     the Administrative Agent, may reasonably require from time to time in order
     to (A) carry out more effectively the purposes of the Loan Documents, (B)
     to the fullest extent permitted by applicable law, subject any Loan Party's
     or any of its Subsidiaries' properties, assets, rights or interests to the
     Liens now or hereafter intended to be covered by any of the Collateral
     Documents, (C) perfect and maintain the validity, effectiveness and
     priority of any of the Collateral Documents and any of the Liens intended
     to be created thereunder and (D) assure, convey, grant, assign, transfer,
     preserve, protect and confirm more effectively unto the Secured Parties the
     rights granted or now or hereafter intended to be granted to the Secured
     Parties under any Loan Document or under any other instrument executed in
     connection with any Loan Document to which any Loan Party or any of its
     Subsidiaries is or is to be a party, and cause each of its Subsidiaries to
     do so.



<PAGE>

          (l) PERFORMANCE OF RELATED DOCUMENTS. Perform and observe, and cause
     each of its Subsidiaries to perform and observe, all of the terms and
     provisions of each Related Document to be performed or observed by it,
     maintain each such Related Document in full force and effect, enforce such
     Related Document in accordance with its terms, take all such action to such
     end as may be from time to time requested by the Administrative Agent and,
     upon request of the Administrative Agent, make to each other party to each
     such Related Document such demands and requests for information and reports
     or for action as any Loan Party or any of its Subsidiaries is entitled to
     make under such Related Document.

          (m) PREPARATION OF ENVIRONMENTAL REPORTS. Upon the occurrence of a
     Default or other circumstances that may reasonably be likely to have a
     Material Adverse Effect, at the request of the Administrative Agent,
     provide to the Lender Parties within 60 days after such request, at the
     expense of the Borrowers, an environmental site assessment report in
     connection with such Default or other circumstances for any of its or its
     Subsidiaries' properties described in such request, prepared by an
     environmental consulting firm acceptable to the Administrative Agent,
     indicating the presence or absence of Hazardous Materials and the estimated
     cost of any compliance, removal or remedial action in connection with any
     Hazardous Materials on such properties; without limiting the generality of
     the foregoing, if the Administrative Agent determines at any time that a
     material risk exists that any such report will not be provided within the
     time referred to above, the Administrative Agent may retain an
     environmental consulting firm to prepare such report at the expense of the
     Borrowers, and the Borrowers hereby grants and agrees to cause any
     Subsidiary that owns any property described in such request to grant at the
     time of such request to the Agents, the Lender Parties, such firm and any
     agents or representatives thereof an irrevocable non-exclusive license,
     subject to the rights of tenants, to enter onto their respective properties
     to undertake such an assessment.

          (n) COMPLIANCE WITH TERMS OF LEASEHOLDS. Make all payments and
     otherwise perform all obligations in respect of all leases of real property
     to which each Borrower or any of its Subsidiaries is a party, keep such
     leases in full force and effect and not allow such leases to lapse or be
     terminated or any rights to renew such leases to be forfeited or cancelled,
     notify the Administrative Agent of any default by any party with respect to
     such leases and cooperate with the Administrative Agent in all respects to
     cure any such default, and cause each of its Subsidiaries to do so, except,
     in any case, where the failure to do so, either individually or in the
     aggregate, could not be reasonably likely to have a Material Adverse
     Effect.

          (o) INTEREST RATE HEDGING. Enter into prior to 120 days after the date
     hereof, and maintain at all times thereafter, interest rate Hedge
     Agreements with Persons acceptable to the Agents, covering a notional
     amount sufficient to ensure that not less than 50% of Funded Debt shall be
     at a fixed rate of interest and providing for such Persons to make payments
     thereunder for a period of no less than two years on terms

<PAGE>

     acceptable to the Agents the effect of which will be to substantially
     mitigate the effect of interest rate variation.

          (p) PERFORMANCE OF MATERIAL CONTRACTS. Perform and observe all the
     terms and provisions of each Material Contract to be performed or observed
     by it, maintain each such Material Contract in full force and effect,
     enforce each such Material Contract in accordance with its terms, take all
     such action to such end as may be from time to time requested by the
     Administrative Agent and, upon request of the Administrative Agent, make to
     each other party to each such Material Contract such demands and requests
     for information and reports or for action as any Loan Party or any of its
     Subsidiaries is entitled to make under such Material Contract, and cause
     each of its Subsidiaries to do so, except, in any case, where the failure
     to do so, either individually or in the aggregate, could not be reasonably
     likely to have a Material Adverse Effect.

          (q) PERFORMANCE AND COMPLIANCE WITH OTHER AGREEMENTS. Perform and
     comply with each of the covenants to be performed by CBI under (x) the
     Indenture, dated as of July 21, 1999, between CBI, as Issuer, and The Bank
     of New York, as Trustee (the "OAK HILL INDENTURE") and (y) the 6 3/4%
     Convertible Subordinated Notes issued thereunder.

          SECTION 5.02. NEGATIVE COVENANTS. So long as any Advance or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, any
Letter of Credit shall be outstanding or any Lender Party shall have any
Commitment hereunder, no Borrower will, at any time:

          (a) LIENS, ETC. Create, incur, assume or suffer to exist, or permit
     any of its Subsidiaries to create, incur, assume or suffer to exist, any
     Lien on or with respect to any of its properties of any character
     (including, without limitation, accounts) whether now owned or hereafter
     acquired, or sign or file or suffer to exist, or permit any of its
     Subsidiaries to sign or file or suffer to exist, under the Uniform
     Commercial Code of any jurisdiction, a financing statement that names any
     Borrower or any of its Subsidiaries as debtor, or sign or suffer to exist,
     or permit any of its Subsidiaries to sign or suffer to exist, any security
     agreement authorizing any secured party thereunder to file such financing
     statement, or assign, or permit any of its Subsidiaries to assign, any
     accounts or other right to receive income, except:

                    (i) Liens created under the Loan Documents;

                    (ii) Permitted Liens;

                    (iii) Liens existing on the date hereof and described on
               Schedule 4.01(u) hereto;



<PAGE>

                    (iv) purchase money Liens upon or in real property or
               equipment acquired or held by CBI or any of its Subsidiaries in
               the ordinary course of business to secure the purchase price of
               such property or equipment or to secure Debt incurred solely for
               the purpose of financing the acquisition, construction or
               improvement of any such property or equipment to be subject to
               such Liens, or Liens existing on any such property or equipment
               at the time of acquisition (other than any such Liens created in
               contemplation of such acquisition that do not secure the purchase
               price), or extensions, renewals, refundings or replacements of
               any of the foregoing for the same or a lesser amount; PROVIDED,
               HOWEVER, that no such Lien shall extend to or cover any property
               other than the property or equipment being acquired, constructed
               or improved, and no such extension, renewal, refunding or
               replacement shall extend to or cover any property not theretofore
               subject to the Lien being extended, renewed, refunded or replaced
               (except to the extent of financed construction or improvement);
               and PROVIDED FURTHER that the aggregate principal amount of the
               Debt secured by Liens permitted by this clause (iv) shall not
               exceed the amount permitted under Section 5.02(b)(iii)(B) at any
               time outstanding;

                    (v) Liens arising in connection with Capitalized Leases
               permitted under Section 5.02(b)(iii)(C); PROVIDED that no such
               Lien shall extend to or cover any Collateral or assets other than
               the assets subject to such Capitalized Leases;

                    (vi) Liens (including financing statements and undertakings
               to file financing statements) arising solely from precautionary
               filings of financing statements under the Uniform Commercial Code
               of the applicable jurisdiction in respect of equipment leases
               under which the Borrowers or any of their Subsidiaries is the
               lessee; PROVIDED that any such Lien in respect of any equipment
               lease is limited to the equipment being leased under such lease
               and the proceeds thereof;

                    (vii) Leases, subleases, licenses and sublicenses of the
               type referred to in Section 5.02(e)(vii) granted to third parties
               in the ordinary course of business, in each case not interfering
               in any respect with the Liens of the Administrative Agent or the
               Lenders granted by the Loan Documents and not otherwise
               prohibited by the terms of the Loan Documents;

                    (viii) banker's liens and rights of offset of the holders of
               Debt of the Borrowers or any Subsidiary on monies deposited by
               the Borrowers or any Subsidiary with such holders of Debt in the
               ordinary course of business of the Borrowers or any such
               Subsidiary;

                    (ix) other Liens that do not, in the aggregate, attach to a
               material portion of the assets of the Borrowers or any of their
               Subsidiaries and do not secure obligations in an aggregate amount
               in excess of $5,000,000;

<PAGE>


                    (x) Liens for judgments not in excess of $30,000,000 for
               which appropriate reserves have been maintained in accordance
               with GAAP and Liens for judgments in excess of $30,000,000 in
               respect of which (i) no enforcement proceedings have been
               commenced by any creditor upon such judgment or (ii) there has
               been no period of 30 consecutive days during which a stay of
               enforcement of such judgment or order, by reason of a pending
               appeal or otherwise, has not been in effect; and

                    (xi) Liens, leases and grants of indefeasible rights of use,
               rights of use and similar rights in respect of capacity, dark
               fiber and similar assets of CBI and its Subsidiaries in the
               ordinary course of business either existing as of the date hereof
               or as permitted under Section 5.02(e)(i) or 5.02(e)(viii)(B).

               (b) DEBT. Create, incur, assume or suffer to exist, or permit any
          of its Subsidiaries to create, incur, assume or suffer to exist, any
          Debt, except:

               (i) in the case of CBI,

                    (A) Debt in respect of Hedge Agreements maintained under
               Section 5.01(o) and other Hedge Agreements not in violation of
               Section 5.02(n); PROVIDED that no Hedge Agreement with any Person
               other than a Lender Party (or Affiliate of a Lender Party) may be
               a Secured Hedge Agreement,

                    (B) Subordinated Debt of CBI evidenced by the Subordinated
               Debt Documents not to exceed the aggregate principal amount of
               the sum of (x) the principal amount of Debt permitted by Section
               5.02(b)(iii)(D) which constitutes Subordinated Debt and (y) $500
               million principal amount of additional Subordinated Debt issued
               after the date hereof at any time outstanding, and

                    (C) Paid in kind interest under the Oak Hill Indenture as in
               effect on the date hereof;

               (ii) in the case of any Subsidiary of CBI, Debt owed to CBI or to
          a wholly owned Subsidiary of CBI, PROVIDED that, in each case, such
          Debt (x) shall constitute Pledged Debt, (y) shall be on terms
          acceptable to the Agents and (z) if evidenced by promissory notes, in
          form and substance satisfactory to the Agents and such promissory
          notes shall be pledged as security for the Obligations of the holder
          thereof under the Loan Documents to which such holder is a party and
          delivered to the Administrative Agent pursuant to the terms of the
          Security Agreements; and

<PAGE>

               (iii) in the case of CBI and its Subsidiaries,

                    (A) Debt under the Loan Documents,

                    (B) Debt secured by Liens permitted by Section 5.02(a)(iv)
               not to exceed $70,000,000 in aggregate principal amount at any
               time outstanding,

                    (C) Capitalized Leases not to exceed in the aggregate
               $75,000,000 at any time outstanding, and to the extent included
               in "Capitalized Leases" for purposes of GAAP, IRUs incurred in
               the ordinary course of business,

                    (D) the Surviving Debt (other than Debt under (iii)(C)
               above), and any Debt extending the maturity of, or refunding,
               renewal or refinancing, in whole or in part, any Surviving Debt,
               PROVIDED that the terms of any such extending, refunding, renewal
               or refinancing Debt, and of any agreement entered into and of any
               instrument issued in connection therewith, are otherwise
               permitted by the Loan Documents, PROVIDED FURTHER that (1) the
               principal amount of such Surviving Debt shall not be increased
               above the principal amount thereof outstanding (plus accrued
               interest and fees thereon) immediately prior to such extension,
               refunding, renewal or refinancing, (2) the direct and contingent
               obligors therefor shall not be changed, as a result of or in
               connection with such extension, refunding, renewal or
               refinancing, (3) such Surviving Debt as so refunded, refinanced
               or renewed shall not mature prior to the stated maturity date or
               mandatory redemption date of the Surviving Debt being so
               extended, refunded, refinanced or renewed and (4) if the
               Surviving Debt being so extended, refunded, refinanced or renewed
               is subordinated in right of payment or otherwise to the
               Obligations of the Borrowers or any of their Subsidiaries under
               and in respect of the Loan Documents, such extended, refunded,
               renewed or refinanced Surviving Debt shall be subordinated to
               such Obligations to at least the same extent,

                    (E) unsecured Debt incurred in the ordinary course of
               business for borrowed money or for the deferred purchase price of
               property or services, maturing after the Termination Date, and
               aggregating, on a Consolidated basis, not more than $65,000,000
               in aggregate principal amount at any one time outstanding,

                    (F) endorsement of negotiable instruments for deposit or
               collection or similar transactions in the ordinary course of
               business,

                    (G) [Intentionally Omitted]



<PAGE>

                    (H) unsecured short-term Debt in an aggregate principal
               amount not to exceed $10,000,000,

                    (I) Contingent Obligations of any of the Borrowers or any of
               the Subsidiary Guarantors guaranteeing all or any portion of the
               outstanding Obligations of any of the other Loan Parties;
               PROVIDED that such Obligations are not otherwise prohibited under
               the terms of the Loan Documents and such Contingent Obligations
               are unsecured,

                    (J) Debt consisting of debits and credits between CBI and
               its Subsidiaries arising under CBI's centralized cash management
               system more particularly described in the attached Schedule
               5.02(b)(iii)(J); and

                    (K) Debt of one or more Foreign Subsidiaries arising in the
               ordinary course of business in an aggregate principal amount not
               to exceed $5,000,000 at any time outstanding; provided that all
               such Debt incurred pursuant to this subclause (K) shall be
               nonrecourse in all respects to the property and assets of the
               Loan Parties and their Subsidiaries (other than one or more of
               the Foreign Subsidiaries).

               (c) CHANGE IN NATURE OF BUSINESS. Make, or permit any of its
          Subsidiaries to make, any material change in the nature of its
          business as carried on at the date hereof.

               (d) MERGERS, ETC. Merge into or consolidate with any Person or
          permit any Person to merge into it, or permit any of its Subsidiaries
          to do so, except that:

                    (i) CBI and its Subsidiaries and IXC and its Subsidiaries
               may consummate the Reorganization Merger and the Merger; and

                    (ii) any Subsidiary of CBI may merge into or consolidate
               with any other Subsidiary of CBI, PROVIDED that, in the case of
               any such merger or consolidation, the Person formed by such
               merger or consolidation shall be a wholly owned Subsidiary of
               CBI, PROVIDED FURTHER that, in the case of any such merger or
               consolidation to which a Subsidiary Guarantor is a party, the
               Person formed by such merger or consolidation shall be a
               Subsidiary Guarantor (or, any transaction to which IXCS is a
               party, a Borrower); and

                    (iii) CBI may merge with or into any wholly owned Subsidiary
               of CBI that is formed solely for the purpose of effecting a
               corporate name change and the transfer of related intellectual
               property, PROVIDED that CBI is the surviving corporation in
               respect of such merger;



<PAGE>

          PROVIDED, HOWEVER, that in each case, immediately after giving
          effect thereto, no event shall occur and be continuing that
          constitutes a Default and, in the case of any such merger to which
          IXCS is a party, IXCS is the surviving corporation.

               (e) SALES, ETC., OF ASSETS. Sell, lease, transfer or otherwise
          dispose of, or permit any of its Subsidiaries to sell, lease, transfer
          or otherwise dispose of, any assets, or grant any option or other
          right to purchase, lease or otherwise acquire any assets other than
          Inventory to be sold in the ordinary course of its business, except:

                    (i) dispositions of inventory in the ordinary course of its
               business, including, without limitation, fiber swaps and capacity
               swaps in the ordinary course of business;

                    (ii) dispositions of equipment which, in the aggregate
               during any Fiscal Year, have a fair market value or book value,
               whichever is greater, of $250,000 or less;

                    (iii) dispositions of property that is substantially worn,
               damaged, obsolete or, in the reasonable judgment of the
               applicable Borrower, no longer best used or useful in the conduct
               of its business or operations or that of any of its Subsidiaries;

                    (iv) transfers of assets necessary to give effect to merger
               or consolidation transactions permitted by Section 5.02(d);
               PROVIDED, HOWEVER, that no assets shall be transferred hereunder
               by any Loan Party to CBT or its Subsidiaries in an amount
               exceeding $1,000,000 in book value of assets;

                    (v) the disposition of cash or investment securities in the
               ordinary course of management of the investment portfolio of the
               applicable Borrower and its Subsidiaries;

                    (vi) the sale or discount without recourse of delinquent
               accounts receivable or notes receivable for collection purposes,
               or the conversion or exchange of delinquent accounts receivable
               into or for notes receivable in connection with the compromise or
               collection thereof, each in the ordinary course of business and
               not intended to constitute a financing arrangement;

                    (vii) operating leases entered into in the ordinary course
               of business and subleases of real property and licenses of
               intellectual property in the ordinary course of its business, in
               each case, not intended to constitute a financing arrangement;

<PAGE>

                    (viii) so long as immediately before and after giving effect
               to such asset sale, no event shall occur and be continuing that
               constitutes a Default, Restricted Asset Dispositions. "RESTRICTED
               ASSET DISPOSITIONS" means

                         (A) any sale of assets not otherwise permitted to be
                    sold, leased, transferred or disposed of pursuant to this
                    Section 5.02(e) so long as the fair market value of all of
                    the property and assets of the Borrower and its Subsidiaries
                    so sold, leased, transferred or otherwise disposed of
                    pursuant to this clause (viii) does not exceed $75,000,000
                    per annum, PROVIDED, that (x) the gross proceeds received
                    from any such sale shall be at least equal to the fair
                    market value of the property and assets so sold, leased,
                    transferred or otherwise disposed of, determined at the time
                    of such sale, lease, transfer or other disposition and (y)
                    at least 80% of the value of the aggregate consideration
                    received from any such sale, lease, transfer or other
                    disposition shall be in cash and shall be received within 5
                    Business Days after the date of consummation of such
                    transaction;

                         (B) any sale of or granting of any interest in dark
                    fiber or IRUs in dark fiber or fiber capacity, PROVIDED (i)
                    that such sale or granting would not result in CBI and its
                    Subsidiaries having the cumulative indefeasible right to use
                    the telecommunications capacity on less than 12 Backbone
                    Fibers, and (ii) that the Responsible Officers or Board of
                    Directors, as the case may be, of CBI has determined in good
                    faith that the disposition of the fiber capacity involved in
                    such sale or granting would not cause a shortage of fiber
                    capacity to CBI or any of its Subsidiaries that would
                    interfere with CBI's or any of its Subsidiaries' ability to
                    continue to provide telecommunications services at the then
                    current level and those levels projected over the term of
                    this Agreement; or

                         (C) sales with respect to any asset used exclusively in
                    connection with the microwave relay system of the Company or
                    100% of the capital stock of any Subsidiary of the Company
                    exclusively engaged in the microwave business,

               PROVIDED that, in the event of any asset sale pursuant to
               this subclause (viii), the Borrowers shall, on the date of
               receipt by any Loan Party or any of its Subsidiaries of the Net
               Cash Proceeds from such sale, prepay the Advances pursuant to,
               and in the amount and order of priority set forth in, Section
               2.06(b)(ii), as specified therein UNLESS a Responsible Officer of
               CBI certifies at the time of such sale, lease, transfer or other
               disposition, to the Administrative Agent that the proceeds are
               being reinvested in the business of the Borrowers and their
               Subsidiaries with reasonable promptness and, in any event, not
               later than 12 months from the date of sale.



<PAGE>

               (f) INVESTMENTS IN OTHER PERSONS. Make or hold, or permit any of
          its Subsidiaries to make or hold, any Investment in any Person, unless
          such investment satisfies the requirements of one or more of (i)
          through (x) below:

                    (i) equity Investments by CBI and its Subsidiaries in their
               Subsidiaries outstanding on the date hereof and (A) additional
               investments in wholly owned Subsidiaries, (B) additional
               investments in Excluded Entities in an aggregate amount invested
               from the date hereof not to exceed $10,000,000, (C) additional
               investments in Foreign Subsidiaries in an aggregate amount
               invested from the date hereof not to exceed $2,000,000 and (D)
               additional investments in Cincinnati Bell Wireless L.L.C. in an
               aggregate amount invested from the date hereof not to exceed
               $25,000,000;

                    (ii) loans and advances to employees in the ordinary course
               of the business of CBI and its Subsidiaries as presently
               conducted in an aggregate principal amount not to exceed
               $25,000,000 at any time outstanding; PROVIDED, HOWEVER, for
               purposes of this Section, "advances" will not restrict advances
               for travel expenses to employees advanced and repaid in the
               ordinary course of business;

                    (iii) Investments by CBI and its Subsidiaries in Cash
               Equivalents;

                    (iv) Investments existing on the date hereof and described
               on Schedule 4.01(v) hereto;

                    (v) Investments by CBI in Hedge Agreements permitted under
               Section 5.02(b)(i)(A);

                    (vi) Investments consisting of intercompany Debt permitted
               under Section 5.02(b)(ii);

                    (vii) other Investments in an aggregate amount invested not
               to exceed 10% of Net Tangible Assets at the time of any
               determination with Investments valued, in the case of each
               Investment, at the time such Investment is made LESS the
               aggregate amount of Investments made under Section 5.02(f)(viii)
               (it being understood that any Investment may continue to be held
               if permitted when made notwithstanding subsequent changes in Net
               Tangible Assets or the value of such Investment), PROVIDED that
               with respect to Investments made under this clause (vii): (1) any
               newly acquired or organized Subsidiary of CBI or any of its
               Subsidiaries shall be a wholly owned Subsidiary thereof; (2)
               immediately before and after giving effect thereto, no Default
               shall have occurred and be continuing or would result therefrom;
               (3) any company or business acquired or invested in pursuant to
               this clause (vii) shall be in the same line of business (or a
               related line of business) as the business of CBI or any of its
               Subsidiaries; (4) immediately

<PAGE>

               after giving effect to the acquisition of a company or
               business pursuant to this clause (vii), CBI shall be in pro forma
               compliance with the covenants contained in Section 5.04,
               calculated based on the financial statements most recently
               delivered to the Lender Parties pursuant to Section 5.03 and as
               though such acquisition had occurred at the beginning of the
               four-quarter period covered thereby, as evidenced by a
               certificate of the Chief Financial Officer of CBI delivered to
               the Lender Parties demonstrating such compliance; and (5) the
               applicable Borrower and/or its Subsidiaries and such newly
               created or acquired Subsidiary shall comply with the requirements
               of 5.01(j);

                    (viii) an aggregate amount of $50,000,000 for any
               investments valued as of the date such Investment is made,
               including, without limitation, joint ventures; PROVIDED, HOWEVER,
               that with respect to any joint venture, such Investment shall be
               (1) made through a newly organized bankruptcy remote special
               purpose vehicle, wholly owned by CBI or any of its Subsidiaries;
               (2) immediately before and after giving effect thereto, no
               Default shall have occurred and be continuing or would result
               therefrom; (3) any company or business acquired or invested in
               pursuant to this clause (viii) shall be in the same line of
               business (or related line of business) as the business of CBI or
               any of its Subsidiaries; (4) the applicable Borrower and/or its
               Subsidiaries and such newly created or acquired Subsidiary shall
               comply with the requirements of 5.01(j); and (5) neither the
               Borrowers nor any Subsidiary (other than such special purpose
               vehicle) shall become liable for the Debt of the joint venture
               except to the extent the Borrowers or such Subsidiary would be
               permitted under Section 5.02(b) to incur such Debt;

                    (ix) Investments consisting of debits and credits between
               CBI and its Subsidiaries arising pursuant to CBI's centralized
               cash management system; and

                    (x) Investments consisting of loans, advances and payables
               due from suppliers or customers made by the Borrowers or their
               Subsidiaries in the ordinary course of business.

               (g) RESTRICTED PAYMENTS. Declare or pay any dividends, purchase,
          redeem, retire, defease or otherwise acquire for value any of its
          Equity Interests now or hereafter outstanding, return any capital to
          its stockholders, partners or members (or the equivalent Persons
          thereof) as such, make any distribution of assets, Equity Interests,
          obligations or securities to its stockholders, partners or members (or
          the equivalent Persons thereof) as such or issue or sell any Equity
          Interests or accept any capital contributions, or permit any of its
          Subsidiaries to do any of the foregoing, or permit any of its
          Subsidiaries to purchase, redeem, retire, defease or otherwise acquire
          for value any Equity Interests in CBI or to issue or sell any Equity
          Interests therein, except that, so long as no Default shall have
          occurred and be continuing at the time of any action described below
          or would result therefrom:

<PAGE>

                    (i) CBI may declare and pay dividends and distributions
               payable only in common stock of CBI or issue common stock of CBI
               to officers, directors and employees as part of compensation
               arrangements,

                    (ii) any Subsidiary of CBI may (A) declare and pay cash
               dividends to CBI, (B) declare and pay cash dividends to any other
               wholly owned Subsidiary of CBI of which it is a Subsidiary and
               (C) accept capital contributions from its parent to the extent
               permitted under Section 5.02(f)(i),

                    (iii) the Company may declare and pay scheduled dividend
               payments on the 12 1/2% Exchangeable Preferred Stock,

                    (iv) CBI may declare and pay scheduled dividend payments on
               the Convertible Preferred Stock and the Junior Convertible
               Preferred Stock,

                    (v) payments pursuant to stock option plans or other stock
               related benefit plans approved by the Board of Directors of the
               Borrowers and in the ordinary course of business made to
               directors, officers, and employees of the Borrowers to repurchase
               capital stock of the Borrowers or equity equivalents of the
               Borrowers held by such Persons in case of resignation, the
               cessation of the employment or retirement of such Person (by
               death, disability or otherwise), and

                    (vi) CBI may repurchase shares of CBI common stock pursuant
               to the open market share repurchase program of CBI announced on
               July 21, 1999 with an aggregate purchase price not to exceed
               $200,000,000 (including repurchases made on or prior to the date
               hereof).

               (h) AMENDMENTS OF CONSTITUTIVE DOCUMENTS. Amend, or permit any of
          its Subsidiaries to amend, its certificate of incorporation or bylaws
          or other constitutive documents, except where such amendment could not
          reasonably be expected to have a Material Adverse Effect or to
          adversely affect the rights or interests of the Lender Parties;
          PROVIDED that copies of any such amendment to the certificate of
          incorporation, by-laws or other constitutive documents of any Borrower
          or any Subsidiary shall be delivered promptly to the Administrative
          Agent.

               (i) ACCOUNTING CHANGES. Make or permit, or permit any of its
          Subsidiaries to make or permit, any change in (i) accounting policies
          or reporting practices, except as required by generally accepted
          accounting principles and except as required in connection with the
          Merger and the realignment of business units of the Borrowers after
          the Merger, with respect to segmented reporting and other changes
          related thereto, or (ii) Fiscal Year.

<PAGE>

               (j) PREPAYMENTS, ETC., OF DEBT. Prepay, redeem, purchase, defease
          or otherwise satisfy prior to the scheduled maturity thereof in any
          manner, or make any payment in violation of any subordination terms
          of, any Debt, except (i) the prepayment of the Advances in accordance
          with the terms of this Agreement, (ii) the repurchase of the IXC
          Senior Subordinated Notes in accordance with the terms thereof and the
          repurchase of the 12 1/2% Senior Notes of the Company due 2005 in an
          aggregate amount not to exceed $825,000, and (iii) regularly scheduled
          or required repayments or redemptions of Surviving Debt, or amend,
          modify or change in any manner any term or condition of any Surviving
          Debt or Subordinated Debt, or permit any of its Subsidiaries to do any
          of the foregoing other than to prepay any Debt payable to the
          Borrowers.

               (k) AMENDMENT, ETC., OF RELATED DOCUMENTS. Cancel or terminate
          any Related Document or consent to or accept any cancellation or
          termination thereof, amend, modify or change in any manner any term or
          condition of any Related Document or give any consent, waiver or
          approval thereunder, waive any default under or any breach of any term
          or condition of any Related Document, agree in any manner to any other
          amendment, modification or change of any term or condition of any
          Related Document or take any other action in connection with any
          Related Document that would impair the value of the interest or rights
          of any Loan Party thereunder or that would impair the rights or
          interests of any Agent or any Lender Party, or permit any of its
          Subsidiaries to do any of the foregoing.

               (l) NEGATIVE PLEDGE. Enter into or suffer to exist, or permit any
          of its Subsidiaries to enter into or suffer to exist, any agreement
          prohibiting or conditioning the creation or assumption of any Lien
          upon any of its property or assets except (i) in favor of the Secured
          Parties or (ii) in connection with (A) any Surviving Debt to the
          extent such agreement is in effect on the date hereof (and any
          extension, renewal, refunding or replacement thereof), (B) any
          purchase money Debt permitted by Section 5.02(b)(iii)(B) solely to the
          extent that the agreement or instrument governing such Debt prohibits
          a Lien on the property acquired with the proceeds of such Debt, and
          (C) any agreement setting forth customary restrictions on the
          subletting, assignment or transfer of any property or asset that is a
          lease, license or conveyance of similar property or assets.

               (m) PARTNERSHIPS, ETC. Become a general partner in any general or
          limited partnership or joint venture, or permit any of its
          Subsidiaries to do so except to the extent that the investment in any
          such partnership or joint venture is an investment permitted by
          Section 5.02(f) and the indebtedness of any such entity (to the extent
          CBI or any Subsidiary is liable therefor) is permitted pursuant to
          Section 5.02(b).

               (n) SPECULATIVE TRANSACTIONS. Engage, or permit any of its
          Subsidiaries to engage, in any transaction speculative in nature,
          except those entered into in the ordinary course of business to
          eliminate or mitigate risks to which any Borrower or any of its
          Subsidiaries is exposed in the conduct of its business or the
          management of its liabilities.


<PAGE>

               (o) FORMATION OF SUBSIDIARIES. Organize or invest, or permit any
          Subsidiary to organize or invest, in any new Subsidiary except as
          permitted under Sections 5.02(d) and 5.02(f)(i).

               (p) PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES. Directly or
          indirectly, enter into or suffer to exist, or permit any of its
          Subsidiaries to enter into or suffer to exist, any agreement or
          arrangement limiting the ability of any of its Subsidiaries to declare
          or pay dividends or other distributions in respect of its Equity
          Interests or repay or prepay any Debt owed to, make loans or advances
          to, or otherwise transfer assets to or invest in, CBI or any of its
          Subsidiaries (whether through a covenant restricting dividends, loans,
          asset transfers or investments, a financial covenant or otherwise),
          except (i) the Loan Documents, (ii) any agreement or instrument
          evidencing Surviving Debt as in effect on the date hereof and (iii)
          any Permitted Preferred Stock Documents.

               (q) SECTION 355(E). Take any action that could reasonably be
          expected to result in CBI being required to recognize gain under
          Section 355(e) of the Code.

               (r) EXCHANGE OF EXCHANGEABLE PREFERRED STOCK. Exchange the
          Exchangeable Preferred Stock into Debt except to the extent such Debt
          is permitted under Section 5.02(b).

               SECTION 5.03. REPORTING REQUIREMENTS. So long as any Advance or
     any other Obligation of any Loan Party under any Loan Document shall remain
     unpaid, any Letter of Credit shall be outstanding or any Lender Party shall
     have any Commitment hereunder, the Borrowers will furnish to the Agents and
     the Lender Parties:

               (a) DEFAULT NOTICE. As soon as possible and in any event within
          two days after the occurrence of each Default or any event,
          development or occurrence reasonably likely to have a Material Adverse
          Effect continuing on the date of such statement, a statement of the
          chief financial officer of CBI setting forth details of such Default
          and the action that the Borrowers have taken and proposes to take with
          respect thereto.

               (b) ANNUAL FINANCIALS. As soon as available and in any event
          within 95 days after the end of each Fiscal Year, a copy of the annual
          audit report for such year for CBI and its Subsidiaries, including
          therein a Consolidated balance sheet of CBI and its Subsidiaries as of
          the end of such Fiscal Year and Consolidated and consolidating
          statements of income and Consolidated and consolidating statements of
          cash flows of CBI and its Subsidiaries for such Fiscal Year, in each
          case accompanied by an opinion acceptable to the Required Lenders of
          PriceWaterhouseCoopers LLC or other independent public accountants of
          recognized standing acceptable to the Required Lenders, together with
          (i) a certificate of such accounting firm to the Lender Parties
          stating that in the course of the regular audit of the business of CBI
          and its Subsidiaries, which audit was conducted by such accounting
          firm in accordance with generally

<PAGE>

          accepted auditing standards, such accounting firm has obtained no
          knowledge that a Default has occurred and is continuing, or if, in the
          opinion of such accounting firm, a Default has occurred and is
          continuing, a statement as to the nature thereof, (ii) a schedule in
          form satisfactory to the Administrative Agent of the computations used
          by such accountants in determining, as of the end of such Fiscal Year,
          compliance with the covenants contained in Section 5.04, PROVIDED that
          in the event of any change in GAAP used in the preparation of such
          financial statements, CBI shall also provide, if necessary for the
          determination of compliance with Section 5.04, a statement of
          reconciliation conforming such financial statements to GAAP and (iii)
          a certificate of the Chief Financial Officer of CBI stating that no
          Default has occurred and is continuing or, if a default has occurred
          and is continuing, a statement as to the nature thereof and the action
          that CBI has taken and proposes to take with respect thereto.

               (c) QUARTERLY FINANCIALS. As soon as available and in any event
          within 50 days after the end of each of the first three quarters of
          each Fiscal Year, Consolidated and consolidating balance sheets of CBI
          and its Subsidiaries as of the end of such quarter and Consolidated
          and consolidating statements of income and a Consolidated and
          consolidating statement of cash flows of CBI and its Subsidiaries for
          the period commencing at the end of the previous fiscal quarter and
          ending with the end of such fiscal quarter and Consolidated and
          consolidating statements of income and a Consolidated and
          consolidating statement of cash flows of CBI and its Subsidiaries for
          the period commencing at the end of the previous Fiscal Year and
          ending with the end of such quarter, setting forth in each case in
          comparative form the corresponding figures for the corresponding date
          or period of the preceding Fiscal Year, all in reasonable detail and
          duly certified (subject to normal year-end audit adjustments) by the
          Chief Financial Officer of CBI as having been prepared in accordance
          with GAAP, together with (i) a certificate of said officer stating
          that no Default has occurred and is continuing or, if a Default has
          occurred and is continuing, a statement as to the nature thereof and
          the action that CBI has taken and proposes to take with respect
          thereto and (ii) a schedule in form satisfactory to the Administrative
          Agent of the computations used by CBI in determining compliance with
          the covenants contained in Section 5.04, PROVIDED that in the event of
          any change in GAAP used in the preparation of such financial
          statements, CBI shall also provide, if necessary for the determination
          of compliance with Section 5.04, a statement of reconciliation
          conforming such financial statements to GAAP.

               (d) ANNUAL FORECASTS. As soon as available and in any event no
          later than 15 days (or in the case of the Fiscal Year ended December
          31, 1999, no later than February 15, 2000) before the end of each
          Fiscal Year, forecasts prepared by management of CBI in form
          satisfactory to the Administrative Agent, of balance sheets, income
          statements and cash flow statements on a quarterly basis for the
          Fiscal Year following such Fiscal Year and on an annual basis for each
          Fiscal Year thereafter until the Termination Date.

               (e) LITIGATION. Promptly after the commencement thereof, notice
          of all actions, suits, investigations, litigation and proceedings
          before any court or

<PAGE>

          governmental department, commission, board, bureau, agency or
          instrumentality, domestic or foreign, affecting any Loan Party or any
          of its Subsidiaries of the type described in Section 4.01(f).

               (f) SECURITIES REPORTS. Promptly after the sending or filing
          thereof, copies of all proxy statements, financial statements and
          reports that any Loan Party or any of its Subsidiaries sends to its
          stockholders, and copies of all regular, periodic and special reports,
          and all registration statements, that any Loan Party or any of its
          Subsidiaries files with the Securities and Exchange Commission or any
          governmental authority that may be substituted therefor, or with any
          national securities exchange (or, unless any Lender Party requests
          otherwise, if any mailing or filing is available electronically on
          Edgar, any website maintained by CBI or any other electronic source
          generally accessible, in lieu of providing physical copies, a notice
          of such mailing or filing may be given to each Lender Party together
          with instructions for the electronic retrieval thereof).

               (g) CREDITOR REPORTS. Promptly after the furnishing thereof,
          copies of any statement or report furnished to any holder of Debt
          securities of any Loan Party or of any of its Subsidiaries pursuant to
          the terms of any indenture, loan or credit or similar agreement and
          not otherwise required to be furnished to the Lender Parties pursuant
          to any other clause of this Section 5.03.

               (h) AGREEMENT NOTICES. Promptly upon receipt thereof, copies of
          all notices, requests and other documents received by any Loan Party
          or any of its Subsidiaries under or pursuant to any Related Document
          or instrument, indenture, loan or credit or similar agreement and
          copies of all notices of default or termination under or related to
          any Material Contract and, from time to time upon request by the
          Administrative Agent, such information and reports regarding the
          Related Documents, the Material Contracts and such instruments,
          indentures and loan and credit and similar agreements as the
          Administrative Agent may reasonably request.

               (i) ERISA. (i) ERISA EVENTS AND ERISA REPORTS. (A) Promptly and
          in any event within 10 days after any Loan Party or any ERISA
          Affiliate knows or has reason to know that any ERISA Event has
          occurred, a statement of the Chief Financial Officer of CBI describing
          such ERISA Event and the action, if any, that such Loan Party or such
          ERISA Affiliate has taken and proposes to take with respect thereto
          and (B) on the date any records, documents or other information must
          be furnished to the PBGC with respect to any Plan pursuant to Section
          4010 of ERISA, a copy of such records, documents and information;

                    (ii) PLAN TERMINATIONS. Promptly and in any event within
               five Business Days after receipt thereof by any Loan Party or any
               ERISA Affiliate, copies of each notice from the PBGC stating its
               intention to terminate any Plan or to have a trustee appointed to
               administer any Plan;



<PAGE>

                    (iii) PLAN ANNUAL REPORTS. Promptly upon the request of
               either Agent, copies of each Schedule B (Actuarial Information)
               to the annual report (Form 5500 Series) with respect to each
               Plan; and

                    (iv) MULTIEMPLOYER PLAN NOTICES. Promptly and in any event
               within five Business Days after receipt thereof by any Loan Party
               or any ERISA Affiliate from the sponsor of a Multiemployer Plan,
               copies of each notice concerning (A) the imposition of Withdrawal
               Liability by any such Multiemployer Plan, (B) the reorganization
               or termination, within the meaning of Title IV of ERISA, of any
               such Multiemployer Plan or (C) the amount of liability incurred,
               or that may be incurred, by such Loan Party or any ERISA
               Affiliate in connection with any event described in clause (A) or
               (B);

          PROVIDED, HOWEVER, that the statement under Section 5.03(i)(i)(A)
          and the notice under Section 5.03(i)(iv) are required to be given only
          if the event or circumstance identified in such statement or notice,
          when aggregated with any other events or circumstances required to be
          reported under this Section 5.03(i) could reasonably be expected to
          result in a Material Adverse Effect.

               (j) ENVIRONMENTAL CONDITIONS. Promptly and in any event within
          five Business Days after a Responsible Officer becomes aware of the
          assertion or occurrence thereof, notice of:

                    (i) any condition or occurrence on or arising from any
               property owned or operated by any of the Loan Parties or any of
               their respective Subsidiaries that resulted or is alleged to have
               resulted in noncompliance by any such Loan Party or any such
               Subsidiary with any Environmental Law or Environmental Permit in
               such a manner as, either individually or in the aggregate, could
               reasonably be expected to have a Material Adverse Effect; and

                    (ii) any condition or occurrence on any property owned or
               operated by any of the Loan Parties or any of their respective
               Subsidiaries that could reasonably be expected to cause such
               property to be subject to any restrictions on the ownership,
               occupancy, use or transferability by any such Loan Party or any
               such Subsidiary of such property under any Environmental Law
               which, either individually or in the aggregate, could reasonably
               be expected to have a Material Adverse Effect.

          All such notices shall set forth in reasonable detail the nature of
          the condition, occurrence, removal or remedial action described
          therein and, in the case of each such condition or occurrence, the
          action that such Loan Party or such Subsidiary has taken and/or
          proposes to take with respect thereto.

<PAGE>

               (k) INSURANCE. As soon as available and in any event within 30
          days after the end of each Fiscal Year, a report summarizing the
          insurance coverage (specifying type, amount and carrier) in effect for
          each Loan Party and its Subsidiaries and containing such additional
          information as any Agent, or any Lender Party through the
          Administrative Agent, may reasonably specify.

               (l) YEAR 2000 COMPLIANCE. Promptly after CBI's discovery or
          determination thereof, notice (in reasonable detail) that any computer
          application (including those of its suppliers, vendors and customers)
          that is material to its or any of its Subsidiaries' business and
          operations will not be Year 2000 Compliant (as defined in Section
          4.01(y)), except to the extent that such failure could not reasonably
          be expected to have a Material Adverse Effect.

               (m) OTHER INFORMATION. Such other information respecting the
          business, condition (financial or otherwise), operations, performance,
          properties or prospects of any Loan Party or any of its Subsidiaries
          as any Agent, or any Lender Party through the Administrative Agent,
          may from time to time reasonably request.

               SECTION 5.04. FINANCIAL COVENANTS. So long as any Advance or any
     other Obligation of any Loan Party under any Loan Document shall remain
     unpaid, any Letter of Credit shall be outstanding or any Lender Party shall
     have any Commitment hereunder:

          (a) DEBT TO EBITDA RATIO. CBI and its Subsidiaries, on a consolidated
     basis, will maintain at all times a Debt/EBITDA Ratio of not more than the
     amount set forth below for each period set forth below:

<TABLE>
<CAPTION>
                        =======================================================================
                                    Period Ending                          Ratio
                        =======================================================================
<S>                    <C>                                               <C>
                        December 31, 1999                                   5.90
                        =======================================================================
                        March 31, 2000                                      5.90
                        =======================================================================
                        June 30, 2000                                       5.90
                        =======================================================================
                        September 30, 2000                                  5.90
                        =======================================================================
                        December 31, 2000                                   5.90
                        =======================================================================
                        March 31, 2001                                      5.75
                        =======================================================================
                        June 30, 2001                                       5.50
                        =======================================================================
                        September 30, 2001                                  5.25
                        =======================================================================
                        December 31, 2001                                   5.00
                        =======================================================================
                        March 31, 2002                                      4.75
                        =======================================================================

<PAGE>

                        June 30, 2002                                       4.50
                        =======================================================================
                        September 30, 2002                                  4.00
                        =======================================================================
                        December 31, 2002                                   3.75
                        =======================================================================
                        March 31, 2003                                      3.75
                        =======================================================================
                        June 30, 2003                                       3.75
                        =======================================================================
                        September 30, 2003                                  3.75
                        =======================================================================
                        December 31, 2003                                   3.75
                        =======================================================================
                        March 31, 2004                                      3.75
                        =======================================================================
                        June 30, 2004                                       3.75
                        =======================================================================
                        September 30, 2004                                  3.75
                        =======================================================================
                        December 31, 2004                                   3.7

                        =======================================================================
</TABLE>

     it being understood and agreed that for purposes of the calculation of
     a Debt/EBITDA Ratio, the Consolidated Debt of CBI and its Subsidiaries and
     the Consolidated EBITDA of CBI and its Subsidiaries for each fiscal quarter
     for the period from January 1, 1999 through December 31, 1999 included in
     any such calculation shall be based upon pro forma Consolidated financial
     statements of CBI and its Subsidiaries, reasonably acceptable to the
     Administrative Agent after giving effect to the Merger;

          (b) SENIOR SECURED DEBT TO EBITDA RATIO. CBI and its Subsidiaries, on
     a consolidated basis, will maintain at all times a Senior Secured
     Debt/EBITDA Ratio of not more than the amount set forth below for each
     period set forth below:

<TABLE>
<CAPTION>
                        =======================================================================
                                    Period Ending                          Ratio
                        =======================================================================
<S>                    <C>                                              <C>
                        December 31, 1999                                   5.10
                        =======================================================================
                        March 31, 2000                                      5.10
                        =======================================================================
                        June 30, 2000                                       5.10
                        =======================================================================
                        September 30, 2000                                  5.10
                        =======================================================================
                        December 31, 2000                                   5.00
                        =======================================================================


<PAGE>

                        March 31, 2001                                      4.75
                        =======================================================================
                        June 30, 2001                                       4.50
                        =======================================================================
                        September 30, 2001                                  4.00
                        =======================================================================
                        December 31, 2001                                   3.75
                        =======================================================================
                        March 31, 2002                                      3.50
                        =======================================================================
                        June 30, 2002                                       3.25
                        =======================================================================
                        September 30, 2002                                  3.00
                        =======================================================================
                        December 31, 2002                                   3.00
                        =======================================================================
                        March 31, 2003                                      3.00
                        =======================================================================
                        June 30, 2003                                       3.00
                        =======================================================================
                        September 30, 2003                                  3.00
                        =======================================================================
                        December 31, 2003                                   3.00
                        =======================================================================
                        March 31, 2004                                      3.00
                        =======================================================================
                        June 30, 2004                                       3.00
                        =======================================================================
                        September 30, 2004                                  3.00
                        =======================================================================
                        December 31, 2004                                   3.00
                        =======================================================================
</TABLE>

     it being understood and agreed that for purposes of the calculation of
     a Senior Secured Debt/EBITDA Ratio, the Senior Secured Debt of CBI and its
     Subsidiaries and the Consolidated EBITDA of CBI and its Subsidiaries for
     each fiscal quarter for the period from January 1, 1999 through December
     31, 1999 included in any such calculation shall be based upon pro forma
     consolidated financial statements of CBI and its Subsidiaries, reasonably
     acceptable to the Administrative Agent after giving effect to the Merger;

          (c) TOTAL DEBT TO CAPITALIZATION RATIO. CBI and its Subsidiaries, on a
     consolidated basis, will maintain at all times a Total Debt/Capitalization
     Ratio of not more than 55% for each period ending on each fiscal quarter;
     it being understood and agreed that for purposes of the calculation of a
     Total Debt/Capitalization Ratio, the Consolidated Debt and Capitalization
     of CBI and its Subsidiaries for the fiscal quarter ending December 31, 1999
     included in any such calculation shall be based upon pro forma consolidated
     financial statements of CBI and its Subsidiaries, reasonably acceptable to
     the Administrative Agent after giving effect to the Merger; and

<PAGE>

          (d) INTEREST COVERAGE RATIO. CBI and its Subsidiaries, on a
     consolidated basis, will maintain at all times an Interest Coverage Ratio
     of not less than the amount set forth below for each period set forth
     below:

<TABLE>
<CAPTION>
                        =======================================================================
                                    Period Ending                          Ratio
                        =======================================================================
<S>                    <C>                                              <C>
                        December 31, 1999                                   1.75
                        =======================================================================
                        March 31, 2000                                      1.75
                        =======================================================================
                        June 30, 2000                                       1.75
                        =======================================================================
                        September 30, 2000                                  1.75
                        =======================================================================
                        December 31, 2000                                   1.75
                        =======================================================================
                        March 31, 2001                                      1.90
                        =======================================================================
                        June 30, 2001                                       1.90
                        =======================================================================
                        September 30, 2001                                  2.00
                        =======================================================================
                        December 31, 2001                                   2.00
                        =======================================================================
                        March 31, 2002                                      2.00
                        =======================================================================
                        June 30, 2002                                       2.25
                        =======================================================================
                        September 30, 2002                                  2.50
                        =======================================================================
                        December 31, 2002                                   2.50
                        =======================================================================
                        March 31, 2003                                      2.50
                        =======================================================================
                        June 30, 2003                                       2.50
                        =======================================================================
                        September 30, 2003                                  2.50
                        =======================================================================
                        December 31, 2003                                   3.50
                        =======================================================================
                        March 31, 2004                                      3.50
                        =======================================================================
                        June 30, 2004                                       3.50
                        =======================================================================
                        September 30, 2004                                  3.50
                        =======================================================================
                        December 31, 2004                                   3.50
                        =======================================================================
</TABLE>

     it being understood and agreed that for purposes of the calculation of
     an Interest Coverage Ratio, the Consolidated EBITDA and Consolidated
     Interest Expense of CBI

<PAGE>

     and its Subsidiaries for the fiscal quarter ending December 31, 1999
     included in any such calculation shall be based upon pro forma consolidated
     financial statements of CBI and its Subsidiaries, reasonably acceptable to
     the Administrative Agent after giving effect to the Merger.

                                   ARTICLE VI

                                  CBI GUARANTY

               SECTION 6.01. CBI GUARANTY. (a) CBI hereby unconditionally and
     irrevocably guarantees (the undertaking by CBI under this Article VI being
     the "CBI GUARANTY") the punctual payment when due, whether at scheduled
     maturity or at a date fixed for prepayment or by acceleration, demand or
     otherwise, of all of the Obligations of each of the other Loan Parties now
     or hereafter existing under or in respect of the Loan Documents (including,
     without limitation, any extensions, modifications, substitutions,
     amendments or renewals of any or all of the foregoing Obligations), whether
     direct or indirect, absolute or contingent, and whether for principal,
     interest, premium, fees, indemnification payments, contract causes of
     action, costs, expenses or otherwise (such Obligations being the
     "GUARANTEED OBLIGATIONS"), and agrees to pay any and all expenses
     (including, without limitation, reasonable fees and expenses of counsel)
     incurred by the Administrative Agent or any of the other Secured Parties in
     enforcing any rights under this CBI Guaranty. Without limiting the
     generality of the foregoing, the liability of CBI shall extend to all
     amounts that constitute part of the Guaranteed Obligations and would be
     owed by any of the other Loan Parties to the Administrative Agent or any of
     the other Secured Parties under or in respect of the Loan Documents but for
     the fact that they are unenforceable or not allowable due to the existence
     of a bankruptcy, reorganization or similar proceeding involving such other
     Loan Party.

               (b) CBI and, by its acceptance of this CBI Guaranty, the
     Administrative Agent and each of the other Secured Parties, hereby confirm
     that it is the intention of all such Persons that this CBI Guaranty and the
     Obligations of CBI hereunder not constitute a fraudulent transfer or
     conveyance for purposes of the United States Federal Bankruptcy Code, the
     Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or
     any similar federal or state Requirements of Law covering the protection of
     creditors' rights or the relief of debtors to the extent applicable to this
     CBI Guaranty and the CBI Obligations hereunder. To effectuate the foregoing
     intention, CBI, the Administrative Agent and each of the other Secured
     Parties hereby irrevocably agree that, solely with respect to the
     Guaranteed Obligations and the other liabilities of CBI under this CBI
     Guaranty which result from or arise out of its guarantee under subsection
     (a) of this Section 6.01 of the Obligations of the Loan Parties under or in
     respect of the Loan Documents, such Guaranteed Obligations and other
     liabilities shall be limited to the maximum amount as will, after giving
     effect to such maximum amount and all other contingent and fixed
     liabilities of CBI that are relevant under such Requirements of Law, and
     after giving effect to any collections from, any rights to receive
     contributions from, or payments made by or on behalf of, any of the
     Subsidiaries of CBI in respect of the Obligations of such Subsidiary under
     the Subsidiaries Guarantees and, in the case of this CBI Guaranty, result
     in the Guaranteed

<PAGE>

     Obligations and all other liabilities of CBI under this CBI  Guarantee not
     constituting a fraudulent transfer or conveyance.

               (c) CBI hereby unconditionally and irrevocably agrees that, in
     the event any payment shall be required to be made to the Secured Parties
     under this CBI Guaranty or the Subsidiary Guaranties or any other
     guarantee, CBI will contribute, to the maximum extent permitted by law,
     such amounts to each other guarantor as would maximize the aggregate amount
     payable to the Secured Parties under or in respect of the Loan Documents.

               SECTION 6.02. GUARANTEE ABSOLUTE. (a) CBI guarantees that all of
     the Guaranteed Obligations will be paid strictly in accordance with the
     terms of the Loan Documents, regardless of any Requirements of Law now or
     hereafter in effect in any jurisdiction affecting any of such terms or the
     rights of the Administrative Agent or any of the other Secured Parties with
     respect thereto. The Obligations of CBI under this CBI Guaranty are
     independent of the Guaranteed Obligations or any other Obligations of any
     of the other Loan Parties under or in respect of the Loan Documents, and a
     separate action or actions may be brought and prosecuted against CBI to
     enforce this CBI Guaranty, irrespective of whether any action is brought
     against any of the other Loan Parties or whether any of the other Loan
     Parties is joined in any such action or actions. The liability of CBI under
     this CBI Guaranty shall be absolute, unconditional and irrevocable
     irrespective of, and CBI hereby irrevocably waives any defenses it may now
     have or may hereafter acquire in any way relating to, any and all of the
     following:

               (i) any lack of validity or enforceability of any of the Loan
          Documents or any other agreement or instrument relating thereto;

               (ii) any change in the time, manner or place of payment of, or in
          any other term of, all or any of the Guaranteed Obligations or any
          other Obligations of any of the Loan Parties under or in respect of
          the Loan Documents, or any other amendment or waiver of, or any
          consent to departure from, any of the Loan Documents (including,
          without limitation, any increase in the Guaranteed Obligations
          resulting from the extension of additional credit to any of the other
          Loan Parties or any of their respective Subsidiaries or otherwise);

               (iii) any taking, exchange, release or nonperfection of any of
          the Collateral, or any taking, release or amendment or waiver of, or
          consent to departure from, the Subsidiary Guaranties or any other
          guarantee, for all or any of the Guaranteed Obligations;

               (iv) any manner of application of Collateral, or proceeds
          thereof, to all or any of the Guaranteed Obligations, or any manner of
          sale or other disposition of any Collateral for all or any of the
          Guaranteed Obligations or any other Obligations of any of the other
          Loan Parties under or in respect of the Loan Documents, or any other
          property and assets of any of the other Loan Parties or any of their
          respective Subsidiaries;
<PAGE>

               (v) any change, restructuring or termination of the legal
          structure or existence of any of the other Loan Parties or any of
          their respective Subsidiaries;

               (vi) any failure of any of the Secured Parties to disclose to any
          of  the  Loan  Parties  any  information  relating  to  the  business,
          condition   (financial   or   otherwise),   operations,   performance,
          properties  or  prospects  of any of the  other  Loan  Parties  now or
          hereafter known to such Secured Party;

               (vii) the failure of any other  Person to execute the  Subsidiary
          Guaranties  or any other  guarantee  or  agreement  or the  release or
          reduction  of  liability of any of the other Loan Parties or any other
          guarantor or surety with respect to the Guaranteed Obligations; or

               (viii) any other circumstance (including, without limitation, any
          statute  of  limitations  or  any  existence  of or  reliance  on  any
          representation by the Administrative Agent or any of the other Secured
          Parties) that might otherwise  constitute a defense available to, or a
          discharge of, CBI, such Borrower, any of the other Loan Parties or any
          other guarantor or surety.

     This CBI Guaranty shall continue to be effective or be reinstated, as the
     case may be, if at any time any payment of any of the Guaranteed
     Obligations is rescinded or must otherwise be returned by the
     Administrative Agent or any of the other Secured Parties or by any other
     Person upon the insolvency, bankruptcy or reorganization of any of the
     other Loan Parties or otherwise, all as though such payment had not been
     made, and CBI hereby unconditionally and irrevocably agrees that it will
     indemnify the Administrative Agent and each of the other Secured Parties,
     upon demand, for all of the costs and expenses (including, without
     limitation, reasonable fees and expenses of counsel) incurred by the
     Administrative Agent or such other Secured Party in connection with any
     such rescission or restoration, including any such costs and expenses
     incurred in defending against any claim alleging that such payment
     constituted a preference, a fraudulent transfer or a similar payment under
     any bankruptcy, insolvency or similar Requirements of Law.

               (b) CBI hereby further agrees that, as between CBI on the one
     hand, and the Administrative Agent and the Secured Parties, on the other
     hand, (i) the Guaranteed Obligations of CBI may be declared to be forthwith
     due and payable as provided in Section 7.01 (and shall be deemed to have
     become automatically due and payable in the circumstances provided in
     Section 7.01) for purposes of Section 6.01, notwithstanding any stay,
     injunction or other prohibition preventing such declaration in respect of
     the Obligations of any of the Loan Parties guaranteed hereunder (or
     preventing such Guaranteed Obligations from becoming automatically due and
     payable) as against any other Person and (ii) in the event of any
     declaration of acceleration of such Guaranteed Obligations (or such
     Guaranteed Obligations being deemed to have become automatically due and
     payable) as provided in Section 7.01, such Guaranteed

<PAGE>

     Obligations (whether or not due and payable by any other Person)
     shall forthwith become due and payable by CBI for all purposes of this
     Guarantee.

               SECTION 6.03. WAIVERS AND ACKNOWLEDGMENTS. (a) CBI hereby
     unconditionally and irrevocably waives promptness, diligence, notice of
     acceptance, presentment, demand for performance, notice of nonperformance,
     default, protest, dishonor and any other notice with respect to any of the
     Guaranteed Obligations and this CBI Guaranty, and any requirement that the
     Administrative Agent or any of the other Secured Parties protect, secure,
     perfect or insure any Lien or any property or assets subject thereto or
     exhaust any right or take any action against any of the other Loan Parties
     or any other Person or any of the Collateral.

               (b) CBI hereby waives (i) any defense arising by reason of any
     claim or defense based upon an election of remedies by the Administrative
     Agent or the other Secured Parties which in any manner impairs, reduces,
     releases or otherwise adversely affects the subrogation, reimbursement,
     exoneration, contribution or indemnification rights of CBI or any other
     rights of CBI to proceed against any of the other Loan Parties, any other
     guarantor or any other Person or any of the Collateral, and (ii) any
     defense based on any right of setoff or counterclaim against or in respect
     of the Obligations of CBI under this CBI Guaranty.

               (c) CBI hereby unconditionally and irrevocably waives any duty on
     the part of the Administrative Agent or any of the other Secured Parties to
     disclose to CBI any matter, fact or thing relating to the business,
     condition (financial or otherwise), operations, performance, properties or
     prospects of any of the other Loan Parties or any of their respective
     Subsidiaries or the property and assets thereof now or hereafter known by
     the Administrative Agent or such other Secured Party.

               (d) CBI hereby unconditionally waives any right to revoke this
     CBI Guaranty, and acknowledges that this CBI Guaranty is continuing in
     nature and applies to all Guaranteed Obligations, whether existing now or
     in the future.

               (e) CBI hereby acknowledges that it will receive substantial
     direct and indirect benefits from the financing arrangements contemplated
     by the Loan Documents and that the waivers set forth in Section 6.02 and in
     this Section 6.03 are knowingly made in contemplation of such benefits.

               SECTION 6.04. SUBROGATION. CBI hereby unconditionally and
     irrevocably agrees not to exercise any rights that it may now have or may
     hereafter acquire against any of the other Loan Parties or any other
     insider guarantor that arise from the existence, payment, performance or
     enforcement of the Obligations of CBI under this CBI Guaranty or any of the
     other Loan Documents, including, without limitation, any right of
     subrogation, reimbursement, exoneration, contribution or indemnification
     and any right to participate in any claim or remedy of the Administrative
     Agent or any of the other Secured Parties against such other Loan Party or
     any other insider guarantor or any Collateral, whether or not such claim,
     remedy or right arises

<PAGE>

     in equity or under contract, statute, common law or any other
     Requirements of Law, including, without limitation, the right to take or
     receive from such other Loan Party or any other insider guarantor, directly
     or indirectly, in cash or other property or by set-off or in any other
     manner, payment or security on account of such claim, remedy or right,
     unless and until such time as all of the Guaranteed Obligations and all of
     the other amounts payable under this CBI Guaranty shall have been paid in
     full in cash, all of the Bank Hedge Agreements shall have expired or been
     terminated and the Commitments shall have expired or terminated. If any
     amount shall be paid to CBI in violation of the immediately preceding
     sentence at any time prior to the latest of (a) the payment in full in cash
     of all of the Guaranteed Obligations and all of the other amounts payable
     under this CBI Guaranty, (b) the expiration or termination of all of the
     Bank Hedge Agreements and (c) the Termination Date, such amount shall be
     received and held in trust for the benefit of the Administrative Agent and
     the other Secured Parties, shall be segregated from the other property and
     funds of CBI and shall be delivered forthwith to the Administrative Agent
     in the same form as so received (with any necessary endorsement or
     assignment) to be credited and applied to the Guaranteed Obligations and
     the other amounts payable under this CBI Guaranty, whether matured or
     unmatured, in accordance with the terms of the Loan Documents, or to be
     held as Collateral for any of the Guaranteed Obligations or any of the
     other amounts payable under this CBI Guaranty thereafter arising. If (i)
     CBI shall pay to the Administrative Agent all or any part of the Guaranteed
     Obligations, (ii) all of the Guaranteed Obligations and all of the other
     amounts payable under this CBI Guaranty shall have been paid in full in
     cash, (iii) all of the Bank Hedge Agreements shall have expired or been
     terminated and (iv) the Termination Date shall have occurred, the
     Administrative Agent and the other Secured Parties will, at CBI's request
     and expense, execute and deliver to CBI appropriate documents, without
     recourse and without representation or warranty, necessary to evidence the
     transfer of subrogation to CBI of an interest in the Guaranteed Obligations
     resulting from the payment made by CBI under this CBI Guaranty.

               SECTION 6.05. CONTINUING GUARANTEE; ASSIGNMENTS. This CBI
     Guaranty is a continuing guarantee and shall (a) remain in full force and
     effect until the latest of (i) the payment in full in cash of all of the
     Guaranteed Obligations and all of the other amounts payable under this CBI
     Guaranty, (ii) the expiration or termination of all of the Bank Hedge
     Agreements and (iii) the Termination Date, (b) be binding upon CBI and its
     respective successors and assigns and (c) inure to the benefit of, and be
     enforceable by, the Administrative Agent and the other Secured Parties and
     their respective successors, transferees and assigns. Without limiting the
     generality of clause (c) of the immediately preceding sentence, any of the
     Lenders may assign or otherwise transfer all or any portion of its rights
     and obligations under this Agreement (including, without limitation, all or
     any portion of its Commitment or Commitments, the Advances owing to it and
     the Note or Notes held by it) to any other Person, and such other Person
     shall thereupon become vested with all the benefits in respect thereof
     granted to such Lender under this Article VI or otherwise, in each case as
     provided in Section 9.07.

<PAGE>

                                   ARTICLE VII

                               EVENTS OF DEFAULT

               SECTION 7.01. EVENTS OF DEFAULT. If any of the following events
("EVENTS OF DEFAULT") shall occur and be continuing:

               (a) (i) either Borrower shall fail to pay any principal of any
     Advance made to it when the same shall become due and payable, whether by
     scheduled maturity or at a date fixed for prepayment or by acceleration,
     demand or otherwise, or (ii) either Borrower shall fail to pay any interest
     on any Advance made to it, or any Loan Party shall fail to make any other
     payment under or in respect of any Loan Document required to have been made
     by it, whether by scheduled maturity or at a date fixed for prepayment or
     by acceleration, demand or otherwise in each case under this clause (ii)
     within three Business Days after the same becomes due and payable; or

               (b) any representation or warranty made by any Loan Party (or any
     of its officers) under or in connection with any Loan Document shall prove
     to have been incorrect in any material respect on the date as of which it
     was made or deemed made; or

               (c) either Borrower shall fail to perform or observe any term,
     covenant or agreement contained in Section 2.14, 5.01(e), (f), (i), (j),
     (m) or (o), 5.02, 5.03 or 5.04; or

               (d) any Loan Party shall fail to perform or observe any other
     term, covenant or agreement contained in any Loan Document on its part to
     be performed or observed if such failure shall remain unremedied for 30
     days after the earlier of the date on which (i) a Responsible Officer
     becomes aware of such failure or (ii) written notice thereof shall have
     been given to the Borrower by any Agent or any Lender Party; or

               (e) any Loan Party or any of its Subsidiaries shall fail to pay
     any principal of, premium or interest on or any other amount payable in
     respect of any Debt of such Loan Party or such Subsidiary (as the case may
     be) that is outstanding in a principal amount (or, in the case of any Hedge
     Agreement, an Agreement Value) of at least $20,000,000 either individually
     or in the aggregate (but excluding Debt outstanding hereunder), when the
     same becomes due and payable (whether by scheduled maturity, required
     prepayment, acceleration, demand or otherwise), and such failure shall
     continue after the applicable grace period, if any, specified in the
     agreement or instrument relating to such Debt; or any other event shall
     occur or condition shall exist under any agreement or instrument relating
     to any such Debt and shall continue after the applicable grace period, if
     any, specified in such agreement or instrument, if the effect of such event
     or condition is to accelerate, or to permit the acceleration of, the
     maturity of such Debt or otherwise to cause, or to permit the holder
     thereof to cause, such Debt to mature; or any such Debt

<PAGE>

     shall be declared to be due and payable or required to be prepaid or
     redeemed (other than by a regularly scheduled required prepayment or
     redemption), purchased or defeased, or an offer to prepay, redeem, purchase
     or defease such Debt shall be required to be made, in each case prior to
     the stated maturity thereof; or

               (f) any Loan Party or any of its Subsidiaries shall generally not
     pay its debts as such debts become due, or shall admit in writing its
     inability to pay its debts generally, or shall make a general assignment
     for the benefit of creditors; or any proceeding shall be instituted by or
     against any Loan Party or any of its Subsidiaries seeking to adjudicate it
     a bankrupt or insolvent, or seeking liquidation, winding up,
     reorganization, arrangement, adjustment, protection, relief, or composition
     of it or its debts under any law relating to bankruptcy, insolvency or
     reorganization or relief of debtors, or seeking the entry of an order for
     relief or the appointment of a receiver, trustee or other similar official
     for it or for any substantial part of its property and, in the case of any
     such proceeding instituted against it (but not instituted by it) that is
     being diligently contested by it in good faith, either such proceeding
     shall remain undismissed or unstayed for a period of 30 days or any of the
     actions sought in such proceeding (including, without limitation, the entry
     of an order for relief against, or the appointment of a receiver, trustee,
     custodian or other similar official for, it or any substantial part of its
     property) shall occur; or any Loan Party or any of its Subsidiaries shall
     take any corporate action to authorize any of the actions set forth above
     in this subsection (f); or

               (g) any judgments or orders, either individually or in the
     aggregate, for the payment of money in excess of $30,000,000 shall be
     rendered against any Loan Party or any of its Subsidiaries and either (i)
     enforcement proceedings shall have been commenced by any creditor upon such
     judgment or order or (ii) there shall be any period of 30 consecutive days
     during which a stay of enforcement of such judgment or order, by reason of
     a pending appeal or otherwise, shall not be in effect; or

               (h) any non-monetary judgment or order shall be rendered against
     any Loan Party or any of its Subsidiaries that could have a Material
     Adverse Effect, and there shall be any period of 30 consecutive days during
     which a stay of enforcement of such judgment or order, by reason of a
     pending appeal or otherwise, shall not be in effect; or

               (i) any provision of any Loan Document after delivery thereof
     pursuant to Section 3.01 or 5.01(j) shall for any reason cease to be valid
     and binding on or enforceable against any Loan Party party to it, or any
     such Loan Party shall so state in writing; or

               (j) any Collateral Document or financing statement after delivery
     thereof pursuant to Section 3.01 or 5.01(j) shall for any reason (other
     than pursuant to the terms thereof) cease to create a valid and perfected
     first priority lien on and security interest in the Collateral purported to
     be covered thereby; or

<PAGE>

               (k) a Change of Control shall occur; or

               (l) any ERISA Event shall have occurred with respect to a Plan
     that could reasonably be expected to have a Material Adverse Effect; or

               (m) any Loan Party or any ERISA Affiliate shall have been
     notified by the sponsor of a Multiemployer Plan that it has incurred
     Withdrawal Liability to such Multiemployer Plan in an amount that, when
     aggregated with all other amounts required to be paid to Multiemployer
     Plans by the Loan Parties and the ERISA Affiliates as Withdrawal Liability
     (determined as of the date of such notification) could reasonably be
     expected to have a Material Adverse Effect; or

               (n) any Loan Party or any ERISA Affiliate shall have been
     notified by the sponsor of a Multiemployer Plan that such Multiemployer
     Plan is in reorganization or is being terminated, within the meaning of
     Title IV of ERISA, and as a result of such reorganization or termination
     the aggregate annual contributions of the Loan Parties and the ERISA
     Affiliates to all Multiemployer Plans that are then in reorganization or
     being terminated have been or will be increased over the amounts
     contributed to such Multiemployer Plans for the plan years of such
     Multiemployer Plans immediately preceding the plan year in which such
     reorganization or termination occurs by an amount that could reasonably be
     expected to have a Material Adverse Effect; or

               (o) an "Event of Default" (as defined in the Oak Hill Indenture)
     shall have occurred and be continuing under the Oak Hill Indenture;

then, and in any such event, the Administrative Agent (i) shall at the
request, or may with the consent, of the Required Lenders, by notice to the
Borrower, declare the Commitments of each Lender Party and the obligation of
each Lender Party to make Advances (other than Letter of Credit Advances by
an Issuing Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and
Swing Line Advances by a Revolving Credit Lender pursuant to Section 2.02(b))
and of each Issuing Bank to issue Letters of Credit to be terminated,
whereupon the same shall forth terminate, and (ii) shall at the request, or
may with the consent, of the Required Lenders, (A) by notice to the Borrower,
declare the Notes, all interest thereon and all other amounts payable under
this Agreement and the other Loan Documents to be forthwith due and payable,
whereupon the Notes, all such interest and all such amounts shall become and
be forthwith due and payable, without presentment, demand, protest or further
notice of any kind, all of which are hereby expressly waived by the Borrower
and (B) by notice to each Issuing Bank, direct such Issuing Bank to deliver a
Default Termination Notice to the beneficiary of each Letter of Credit issued
by it, and each Issuing Bank shall deliver such Default Termination Notices;
PROVIDED, HOWEVER, that in the event of an actual or deemed entry of an order
for relief with respect to the Borrower under the Federal Bankruptcy Code,
(x) the Commitments of each Lender Party and the obligation of each Lender
Party to make Advances (other than Letter of Credit Advances by an Issuing
Bank or a Revolving Credit Lender pursuant to Section 2.03(c) and Swing Line
Advances by a Revolving Credit Lender pursuant to Section 2.02(b)) and of

<PAGE>

each Issuing Bank to issue Letters of Credit shall automatically be
terminated and (y) the Notes, all such interest and all such amounts shall
automatically become and be due and payable, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived
by the Borrowers.

               SECTION 7.02. ACTIONS IN RESPECT OF THE LETTERS OF CREDIT UPON
DEFAULT. If any Event of Default shall have occurred and be continuing, the
Administrative Agent may, or shall at the request of the Required Lenders,
irrespective of whether it is taking any of the actions described in Section
7.01 or otherwise, make demand upon the Borrowers to, and forthwith upon such
demand the Borrowers will, pay to the Administrative Agent on behalf of the
Lender Parties in same day funds at the Administrative Agent's office
designated in such demand, for deposit in the L/C Cash Collateral Account, an
amount equal to the aggregate Available Amount of all Letters of Credit then
outstanding. If at any time the Administrative Agent determines that any
funds held in the L/C Cash Collateral Account are subject to any right or
claim of any Person other than the Agents and the Lender Parties or that the
total amount of such funds is less than the aggregate Available Amount of all
Letters of Credit, the Borrowers will, forthwith upon demand by the
Administrative Agent, pay to the Administrative Agent, as additional funds to
be deposited and held in the L/C Cash Collateral Account, an amount equal to
the excess of (a) such aggregate Available Amount over (b) the total amount
of funds, if any, then held in the L/C Cash Collateral Account that the
Administrative Agent determines to be free and clear of any such right and
claim. Upon the drawing of any Letter of Credit for which funds are on
deposit in the L/C Cash Collateral Account, such funds shall be applied to
reimburse the relevant Issuing Bank or Revolving Credit Lenders, as
applicable, to the extent permitted by applicable law.


                                  ARTICLE VIII

                                   THE AGENTS

               SECTION 8.01. AUTHORIZATION AND ACTION. (a) Each Lender Party
(in its capacities as a Lender, a Swing Line Bank (if applicable), an Issuing
Bank (if applicable) and on behalf of itself and its Affiliates as potential
Hedge Banks) hereby appoints and authorizes each Agent to take such action as
agent on its behalf and to exercise such powers and discretion under this
Agreement and the other Loan Documents as are delegated to such Agent by the
terms hereof and thereof, together with such powers and discretion as are
reasonably incidental thereto. As to any matters not expressly provided for
by the Loan Documents (including, without limitation, enforcement or
collection of the Notes), no Agent shall be required to exercise any
discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of the Required Lenders, and such instructions
shall be binding upon all Lender Parties and all holders of Notes; PROVIDED,
HOWEVER, that no Agent shall be required to take any action that exposes such
Agent to personal liability or that is contrary to this Agreement or
applicable law. Each

<PAGE>

Agent agrees to give to each Lender Party prompt notice of each notice given
to it by the Borrower pursuant to the terms of this Agreement.

          (b) The Administrative Agent shall also act as the "COLLATERAL
AGENT" under the Loan Documents, and each Lender Party (in its capacity as a
Lender and a Secured Party) hereby appoints and authorizes the Administrative
Agent to act as the agent of such Lender Party for purposes of acquiring,
holding and enforcing any and all Liens on Collateral granted by any of the
Loan Parties to secure any of the Secured Obligations, together with such
powers and discretion as are reasonably incidental thereto. The
Administrative Agent may from time to time in its discretion appoint any of
the other Lender Party or any of the Affiliates of a Lender Party to act as
its co-agent or sub-agent for purposes of holding or enforcing any Lien on
the Collateral (or any portion thereof) granted under the Collateral
Documents or of exercising any rights and remedies thereunder at the
direction of the Administrative Agent. In this connection, the Administrative
Agent, as "collateral agent", and such co-agents and sub-agents shall be
entitled to the benefits of all provisions of this Article VIII (including,
without limitation, Section 8.05, as though such co-agents or sub-agents were
the "collateral agent" under the Loan Documents) as if set forth in full
herein with respect thereto.

          (c) Each of the Co-Arrangers shall have no powers or discretion
under this Agreement or any of the other Loan Documents other than those
bestowed upon it as a co-agent or sub-agent from time to time by the
Administrative Agent pursuant to subsection (b) of this Section 8.01, and
each Lender Party hereby acknowledges that none of the Co-Arrangers have any
liability under this Agreement or any of the other Loan Documents.

          SECTION 8.02. AGENTS' RELIANCE, ETC. Neither any Agent nor any of
their respective directors, officers, agents or employees shall be liable for
any action taken or omitted to be taken by it or them under or in connection
with the Loan Documents, except for its or their own gross negligence or
willful misconduct. Without limitation of the generality of the foregoing,
each Agent: (a) may treat the payee of any Note as the holder thereof until,
in the case of the Administrative Agent, the Administrative Agent receives
and accepts an Assignment and Acceptance entered into by the Lender that is
the payee of such Note, as assignor, and an Eligible Assignee, as assignee,
or, in the case of any other Agent, such Agent has received notice from the
Administrative Agent that it has received and accepted such Assignment and
Acceptance, in each case as provided in Section 9.07; (b) may consult with
legal counsel (including counsel for any Loan Party), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (c) makes no warranty or
representation to any Lender Party and shall not be responsible to any Lender
Party for any statements, warranties or representations (whether written or
oral) made in or in connection with the Loan Documents; (d) shall not have
any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of any Loan Document on the part of
any Loan Party or to inspect the property (including the books and records)
of any Loan Party; (e) shall not be responsible to any Lender Party for the
due execution, legality, validity, enforceability, genuineness, sufficiency
or value of, or the perfection or priority of any lien or

<PAGE>

security interest created or purported to be created under or in connection
with, any Loan Document or any other instrument or document furnished
pursuant thereto; and (f) shall incur no liability under or in respect of any
Loan Document by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telegram, telecopy or telex) believed
by it to be genuine and signed or sent by the proper party or parties.

          SECTION 8.03. THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT, THE
CO-ARRANGERS AND Affiliates. With respect to its Commitments, the Advances
made by it and the Notes issued to it, CUSA, Bank of America, SSBI and BAS
shall have the same rights and powers under the Loan Documents as any other
Lender Party and may exercise the same as though it were not an Agent; and
the term "Lender Party", "Lender Parties", "Secured Party" or "Secured
Parties" shall, unless otherwise expressly indicated, include CUSA, Bank of
America, SSBI and BAS in their respective individual capacities. CUSA, Bank
of America, SSBI and BAS and their respective affiliates (whether or not
parties hereto) may accept deposits from, lend money to, act as trustee under
indentures of, accept investment banking engagements from and generally
engage in any kind of business with, any Loan Party, any of its Subsidiaries
and any Person that may do business with or own securities of any Loan Party
or any such Subsidiary, all as if CUSA, Bank of America, SSBI and BAS were
not Agents and without any duty to account therefor to the Lender Parties.

          SECTION 8.04. LENDER PARTY CREDIT DECISION. Each Lender Party
acknowledges that it has, independently and without reliance upon any Agent
or any other Lender Party and based on the financial statements referred to
in Section 4.01 and such other documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender Party also acknowledges that it will, independently
and without reliance upon any Agent or any other Lender Party and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action
under this Agreement.

          SECTION 8.05. INDEMNIFICATION. (a) Each Lender Party severally
agrees to indemnify each Agent (to the extent not promptly reimbursed by the
Borrowers) from and against such Lender Party's ratable share (determined as
provided below) of any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever that may be imposed on, incurred by, or asserted
against such Agent in any way relating to or arising out of the Loan
Documents or any action taken or omitted by such Agent under the Loan
Documents (collectively, the "LENDER INDEMNIFIED Costs"); PROVIDED, HOWEVER,
that no Lender Party shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from such Agent's gross negligence or
willful misconduct as found in a final, non-appealable judgment by a court of
competent jurisdiction. In the case of any claim, investigation, litigation
or proceeding giving rise to any Lender Indemnified Costs, the
indemnification provided by the Lender Parties under this Section 8.05 shall
apply whether or not any such claim, investigation, litigation or proceeding
is brought by such Agent, any of the Lender Parties or a third party. Without
limiting any of the provisions of the immediately

<PAGE>

preceding sentence, each of the Lender Parties hereby agrees to reimburse the
Agents promptly upon demand for its ratable share of any costs and expenses
(including, reasonable fees and expenses of counsel) incurred by such Agent
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement or any of the other Loan Documents, to
the extent that such Agent is not promptly reimbursed for such costs and
expenses by the Borrowers.

          (b) Each Lender Party severally agrees to indemnify each Issuing
Bank (to the extent not promptly reimbursed by the Borrowers) from and
against such Lender Party's ratable share (determined as provided below) of
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against such
Issuing Bank in any way relating to or arising out of the Loan Documents or
any action taken or omitted by such Issuing Bank under the Loan Documents;
PROVIDED, HOWEVER, that no Lender Party shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from such
Issuing Bank's gross negligence or willful misconduct as found in a final,
non-appealable judgment by a court of competent jurisdiction. Without
limitation of the foregoing, each Lender Party agrees to reimburse such
Issuing Bank promptly upon demand for its ratable share of any costs and
expenses (including, without limitation, fees and expenses of counsel)
payable by such Borrower under Section 9.04, to the extent that such Issuing
Bank is not promptly reimbursed for such costs and expenses by such Borrower.

          (c) For purposes of this Section 8.05, the Lender Parties'
respective ratable shares of any amount shall be determined, at any time,
according to the sum of (i) the aggregate principal amount of the Advances
outstanding at such time and owing to the respective Lender Parties, (ii)
their respective Pro Rata Shares of the aggregate Available Amount of all
Letters of Credit outstanding at such time, (iii) the aggregate unused
portions of their respective Term Commitments at such time and (iv) their
respective Unused Revolving Credit Commitments at such time; PROVIDED that
the aggregate principal amount of Swing Line Advances owing to any Swing Line
Bank and of Letter of Credit Advances owing to any Issuing Bank shall be
considered to be owed to the Revolving Credit Lenders ratably in accordance
with their respective Revolving Credit Commitments. The failure of any Lender
Party to reimburse any Agent or any Issuing Bank, as the case may be,
promptly upon demand for its ratable share of any amount required to be paid
by the Lender Parties to such Agent or such Issuing Bank, as the case may be,
as provided herein shall not relieve any other Lender Party of its obligation
hereunder to reimburse such Agent or such Issuing Bank, as the case may be,
for its ratable share of such amount, but no Lender Party shall be
responsible for the failure of any other Lender Party to reimburse such Agent
or such Issuing Bank, as the case may be, for such other Lender Party's
ratable share of such amount. Without prejudice to the survival of any other
agreement of any Lender Party hereunder, the agreement and obligations of
each Lender Party contained in this Section 8.05 shall survive the payment in
full of principal, interest and all other amounts payable hereunder and under
the other Loan Documents.

<PAGE>

               SECTION 8.06. SUCCESSOR AGENTS. Any Agent may resign as to any
or all of the Facilities at any time by giving written notice thereof to the
Lender Parties and the Borrower and may be removed as to all of the
Facilities at any time with or without cause by the Required Lenders. Upon
any such resignation or removal, the Required Lenders shall have the right to
appoint a successor Agent as to such of the Facilities as to which such Agent
has resigned or been removed. If no successor Agent shall have been so
appointed by the Required Lenders, and shall have accepted such appointment,
within 30 days after the retiring Agent's giving of notice of resignation or
the Required Lenders' removal of the retiring Agent, then the retiring Agent
may, on behalf of the Lender Parties, appoint a successor Agent, which shall
be a commercial bank organized under the laws of the United States or of any
State thereof and having a combined capital and surplus of at least
$250,000,000. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent as to all of the Facilities and
upon the execution and filing or recording of such financing statements, or
amendments thereto, and such amendments or supplements to the mortgages, if
any, and such other instruments or notices, as may be necessary or desirable,
or as the Required Lenders may request, in order to continue the perfection
of the Liens granted or purported to be granted by the Collateral Documents,
such successor Administrative Agent shall succeed to and become vested with
all the rights, powers, discretion, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations under the Loan Documents. Upon the
acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent as to less than all of the Facilities and upon
the execution and filing or recording of such financing statements, or
amendments thereto, and such amendments or supplements to the mortgages, if
any, and such other instruments or notices, as may be necessary or desirable,
or as the Required Lenders may request, in order to continue the perfection
of the Liens granted or purported to be granted by the Collateral Documents,
such successor Administrative Agent shall succeed to and become vested with
all the rights, powers, discretion, privileges and duties of the retiring
Administrative Agent as to such Facilities, other than with respect to funds
transfers and other similar aspects of the administration of Borrowings under
such Facilities, issuances of Letters of Credit (notwithstanding any
resignation as Administrative Agent with respect to the Letter of Credit
Facility) and payments by the Borrowers in respect of such Facilities, and
the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement as to such Facilities, other than as
aforesaid. If within 45 days after written notice is given of the retiring
Agent's resignation or removal under this Section 8.06 no successor Agent
shall have been appointed and shall have accepted such appointment, then on
such 45th day (a) the retiring Agent's resignation or removal shall become
effective, (b) the retiring Agent shall thereupon be discharged from its
duties and obligations under the Loan Documents and (c) the Required Lenders
shall thereafter perform all duties of the retiring Agent under the Loan
Documents until such time, if any, as the Required Lenders appoint a
successor Agent as provided above. After any retiring Agent's resignation or
removal hereunder as Agent as to any of the Facilities shall have become
effective, the provisions of this Article VIII shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Agent as to
such Facilities under this Agreement.

<PAGE>

                                   ARTICLE IX

                                 MISCELLANEOUS

               SECTION 9.01. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement, the Notes or any of the other Loan Documents,
nor consent to any departure by any of the Loan Parties therefrom, shall in
any event be effective unless the same shall be in writing and signed by each
of the Loan Parties party to such Loan Document and directly affected by such
amendment, waiver or consent and signed (or in the case of the Collateral
Documents, consented to) by the Required Lenders, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; PROVIDED, HOWEVER, that:

               (a) no amendment, waiver or consent shall, unless in writing and
          signed by the Borrowers and all of the Lenders (other than any of the
          Lenders that is, at such time, a Defaulting Lender), do any of the
          following at any time:

                    (i) waive any of the conditions specified in Section 3.01
               or, in the case of the Initial Extension of Credit, Section 3.02;

                    (ii) change the number of Lenders or the percentage of the
               Commitments or the aggregate outstanding principal amount of
               Advances or the aggregate Available Amount of outstanding Letters
               of Credit that, in each case, shall be required for the Lender
               Parties or any of them to take any action hereunder;

                    (iii) release (x) the guarantee of CBI under Article VI
               herein or (y) all or substantially all of the value of the
               guarantees of the Subsidiaries under the Subsidiary Guaranties
               (other than in connection with a disposition or sale of assets
               permitted by this Agreement);

                    (iv) release all or substantially all of the Collateral in
               any transaction or series of related transactions (other than in
               connection with a disposition or sale of assets permitted by this
               Agreement);

                    (v) change any purchase obligation of any Lender under
               Section 2.13; or

                    (vi) amend this Section 9.01;

               (b) no amendment, waiver or consent shall, unless in writing and
          signed by the Borrowers and the Required Lenders and each of the
          Lenders (other than any of the Lenders that is, at such time, a
          Defaulting Lender) that has a Commitment or an

<PAGE>

          Advance then outstanding under the Term Facility, the Incremental
          Facility or the Revolving Credit Facility, as the case may be, if such
          Lender is directly affected by such amendment, waiver or consent:

                    (i) increase the Commitments of such Lender;

                    (ii) reduce the principal of, or stated rate of interest on,
               the Advances held by such Lender or any fees or other amounts
               payable hereunder to such Lender or reduce or relieve any
               repayment obligation of the Revolving Credit Lenders under
               Section 2.03(c); or

                    (iii) postpone any date scheduled for any payment of
               principal of, or interest on, the Advances held by such Lender
               pursuant to Section 2.04 or 2.07, or postpone scheduled
               reductions of the Revolving Credit Facility pursuant to Section
               2.05 or any date fixed for any payment of fees or the Guaranteed
               Obligations payable hereunder to such Lender; and

               (c) no amendment, waiver or consent shall, unless in writing and
          signed by the Borrowers and the Required Lenders and, if the Lenders
          under any such Facility are directly affected by such amendment,
          waiver or consent, Lenders holding more than 50% of the aggregate
          Commitments or, if no Commitments are then outstanding under such
          Facility, the Advances then outstanding, under the Term Facility, the
          Incremental Facility or the Revolving Credit Facility, as the case may
          be, change the order of application of any reduction in the
          Commitments in any manner that materially affects any Lender Party
          under such Facility at any time when all or a portion of the Term
          Facility remains in effect or permanently reduce the Revolving Credit
          Facility;

     and PROVIDED FURTHER that no amendment, waiver or consent shall, unless in
     writing and signed by each Swing Line Bank or each Issuing Bank, as the
     case may be, in addition to the Lenders required above to take such action,
     affect the rights or duties of such Swing Line Bank or such Issuing Bank
     under this Agreement or any of the other Loan Documents; and PROVIDED
     FURTHER that no amendment, waiver or consent shall, unless in writing and
     signed by the Administrative Agent in addition to the Lender Parties
     required above to take such action, affect the rights or duties of the
     Administrative Agent under this Agreement or any of the other Loan
     Documents. Notwithstanding any of the foregoing provisions of this Section
     9.01, none of the defined terms set forth in Section 1.01 shall be amended,
     supplemented or otherwise modified hereafter in any manner that would
     change the meaning, purpose or effect of this Section 9.01 or any section
     referred to herein unless such amendment, supplement or modification is
     agreed to in writing by the number and percentage of Lenders (and each
     Swing Line Bank, each Issuing Bank and the Administrative Agent, in each
     case, if applicable) otherwise required to amend such section under the
     terms of this Section 9.01.

               SECTION 9.02. NOTICES, ETC. All notices and other communications
     provided for hereunder shall be in writing (including telegraphic, telecopy
     or telex communication) and

<PAGE>

     mailed, telegraphed, telecopied, telexed or delivered, if to any of the
     Borrowers, at its address at 201 East Fourth Street, 102-760, P.O. Box
     2301, Cincinnati, Ohio 45201-2301, Attention: Treasurer, Telecopier
     No.: 513-397-4177; if to any Initial Lender Party, at its Domestic Lending
     Office specified opposite its name on Schedule I hereto; if to any other
     Lender Party, at its Domestic Lending Office specified in the Assignment
     and Acceptance pursuant to which it became a Lender Party; if to the
     Syndication Agent, at its address at 901 Main Street, 66th Floor, Dallas,
     Texas 75202, Attention: Roselyn Drake and Sharon Evans; Telecopier No.:
     214-209-9390; and if to the Administrative Agent, at its address at 390
     Geenwich Street, 1st Floor, New York, NY 10013, Attention: Townsend Weekes;
     Telecopier No.: 212-723-8547; or, as to the Borrower or the Administrative
     Agent, at such other address as shall be designated by such party in a
     written notice to the other parties and, as to each other party, at such
     other address as shall be designated by such party in a written notice to
     the Borrower and the Administrative Agent. All such notices and other
     communications shall, when mailed, telegraphed, telecopied or telexed, be
     effective when deposited in the mails, delivered to the telegraph company,
     transmitted by telecopier or confirmed by telex answerback, respectively,
     except that notices and communications to any Agent pursuant to Article II,
     III or VIII shall not be effective until received by such Agent. Delivery
     by telecopier of an executed counterpart of any amendment or waiver of any
     provision of this Agreement or the Notes or of any Exhibit hereto to be
     executed and delivered hereunder shall be effective as delivery of an
     original executed counterpart thereof.

               SECTION 9.03. NO WAIVER; REMEDIES. No failure on the part of any
     Lender Party or any Agent to exercise, and no delay in exercising, any
     right hereunder or under any Note shall operate as a waiver thereof; nor
     shall any single or partial exercise of any such right preclude any other
     or further exercise thereof or the exercise of any other right. The
     remedies herein provided are cumulative and not exclusive of any remedies
     provided by law.

               SECTION 9.04. COSTS AND EXPENSES. (a) Each of the Borrowers
     hereby agrees to pay on demand (i) all costs and expenses of each Agent in
     connection with the preparation, execution, delivery, administration,
     modification and amendment of the Loan Documents (including, without
     limitation, (A) all due diligence, collateral review, syndication,
     transportation, computer, duplication, appraisal, audit, insurance,
     consultant, search, filing and recording fees and expenses and (B) the
     reasonable fees and expenses of counsel for the Agents with respect
     thereto, with respect to advising the Agents as to their rights and
     responsibilities, or the perfection, protection or preservation of rights
     or interests, under the Loan Documents, with respect to negotiations with
     any Loan Party or with other creditors of any Loan Party or any of its
     Subsidiaries arising out of any Default or any events or circumstances that
     may give rise to a Default and with respect to presenting claims in or
     otherwise participating in or monitoring any bankruptcy, insolvency or
     other similar proceeding involving creditors' rights generally and any
     proceeding ancillary thereto) and (ii) all costs and expenses of each Agent
     and each Lender Party in connection with the enforcement of the Loan
     Documents, whether in any action, suit or litigation, or any bankruptcy,
     insolvency or other similar proceeding affecting creditors' rights
     generally (including, without limitation, the reasonable fees and expenses
     of counsel for the Administrative Agent and each Lender Party with respect
     thereto).

<PAGE>

               (b) Each of the Borrowers hereby jointly and severally agrees to
     indemnify, defend and save and hold harmless each Agent, each Lender Party
     and each of their Affiliates and their respective officers, directors,
     employees, agents and advisors (each, an "INDEMNIFIED PARTY") from and
     against, and shall pay on demand, any and all claims, damages, losses,
     liabilities and expenses (including, without limitation, reasonable fees
     and expenses of counsel) that may be incurred by or asserted or awarded
     against any Indemnified Party, in each case arising out of or in connection
     with or by reason of (including, without limitation, in connection with any
     investigation, litigation or proceeding or preparation of a defense in
     connection therewith) (i) the Transaction (or any aspect thereof), (ii) the
     Facilities, the actual or proposed use of the proceeds of the Advances or
     the Letters of Credit, the Transaction Documents or any of the transactions
     contemplated thereby, including, without limitation, any acquisition or
     proposed acquisition (including, without limitation, the Transaction) by
     CBI or any of its Subsidiaries or Affiliates of all or any portion of the
     Equity Interests in or Debt securities or substantially all of the property
     or assets of any other Person or (iii) the actual or alleged presence of
     Hazardous Materials on any property of any Loan Party or any of its
     Subsidiaries or any Environmental Action relating in any way to any Loan
     Party or any of its Subsidiaries, except to the extent such claim, damage,
     loss, liability or expense is found in a final, non-appealable judgment by
     a court of competent jurisdiction to have resulted from such Indemnified
     Party's gross negligence or willful misconduct. In the case of an
     investigation, litigation or other proceeding to which the indemnity in
     this Section 9.04(b) applies, such indemnity shall be effective whether or
     not such investigation, litigation or proceeding is brought by any Loan
     Party, its directors, shareholders or creditors or an Indemnified Party,
     whether or not any Indemnified Party is otherwise a party thereto and
     whether or not the Transaction is consummated. Each Borrower also agrees
     not to assert any claim against any Agent, any Lender Party or any of their
     Affiliates, or any of their respective officers, directors, employees,
     agents and advisors, on any theory of liability, for special, indirect,
     consequential or punitive damages arising out of or otherwise relating to
     the Facilities, the actual or proposed use of the proceeds of the Advances
     or the Letters of Credit, the Transaction Documents or any of the
     transactions contemplated by the Transaction Documents.

               It is understood and agreed that, unless (i) a conflict of
     interest between such Indemnified Party and any Loan Party or any of their
     respective Affiliates may exist in respect of such Indemnifiable Matter in
     the reasonable opinion of counsel for such Indemnified Party or (ii) there
     may be one or more legal defenses available to such Indemnified Party that
     are different from or in addition to, but in any such case are adverse to,
     any other Loan Parties or any of their respective Affiliates, each
     Indemnified Party shall reasonably endeavor to work cooperatively with each
     of the Borrowers with a view toward minimizing the legal and other expenses
     associated with any defense and any potential settlement or judgment;
     provided that no Indemnified Party shall be required to disclose
     information of a type that lenders do not generally disclose to borrowers
     or that such Indemnified Party would be prohibited from disclosing based on
     any Federal, state or foreign authority or examiner regulating such
     Indemnified Party. To the extent reasonably practicable and not
     disadvantageous to any Indemnified Party, it is anticipated that a single
     counsel selected by the Borrowers and

<PAGE>

     reasonably satisfactory to such Indemnified Party may be used and such
     Borrowers shall be responsible for all fees and expenses of each such
     counsel. Notwithstanding the foregoing, such Indemnified Party shall have
     the right (but not any obligation) to retain separate co-counsel and shall
     have the right, but not the obligation, to assert any and all defenses,
     cross-claims and counterclaims that it may have, and the fees and expenses
     of any such co-counsel shall be at the expense of such Indemnified Party
     (except that such Borrower or Borrowers shall be responsible for the fees
     and expenses of the separate co-counsel (x) to the extent such Indemnified
     Party reasonably concludes that any of the counsel chosen by such Borrower
     or Borrowers to participate in the defense of any such Indemnifiable Matter
     has a conflict of interest, (y) if such Borrower or Borrowers do not employ
     counsel reasonably satisfactory to such Indemnified Party or (z) if such
     Borrower or Borrowers or its counsel does not at all times defend such
     Indemnifiable Matter vigorously and in good faith. Settlement of any claim
     or litigation involving any material indemnified amount will require the
     approval of the Borrowers (not to be unreasonably withheld).

               (c) If any payment of principal of, or Conversion of, any
     Eurodollar Rate Advance is made by any Borrower to or for the account of a
     Lender Party other than on the last day of the Interest Period for such
     Advance, as a result of a payment or Conversion pursuant to Section 2.06,
     2.09(b)(i) or 2.10(d), acceleration of the maturity of the Notes pursuant
     to Section 7.01 or for any other reason, or by an Eligible Assignee to a
     Lender Party other than on the last day of the Interest Period for such
     Advance upon an assignment of rights and obligations under this Agreement
     pursuant to Section 9.07 as a result of a demand by such Borrower pursuant
     to Section 9.07(a), or if such Borrower fails to make any payment or
     prepayment of an Advance for which a notice of prepayment has been given or
     that is otherwise required to be made, whether pursuant to Section 2.04,
     2.06 or 7.01 or otherwise, such Borrower shall, upon demand by such Lender
     Party (with a copy of such demand to the Administrative Agent), pay to the
     Administrative Agent for the account of such Lender Party any amounts
     required to compensate such Lender Party for any additional losses, costs
     or expenses that it may reasonably incur as a result of such payment or
     Conversion or such failure to pay or prepay, as the case may be, including,
     without limitation, any loss (including loss of anticipated profits), cost
     or expense incurred by reason of the liquidation or reemployment of
     deposits or other funds acquired by any Lender Party to fund or maintain
     such Advance.

               (d) If any Loan Party fails to pay when due any costs, expenses
     or other amounts payable by it under any Loan Document, including, without
     limitation, fees and expenses of counsel and indemnities, such amount may
     be paid on behalf of such Loan Party by the Administrative Agent or any
     Lender Party, in its sole discretion.

               (e) Without prejudice to the survival of any other agreement of
     any Loan Party hereunder or under any other Loan Document, the agreements
     and obligations of each Borrower contained in Sections 2.10 and 2.12 and
     this Section 9.04 shall survive the payment in full of principal, interest
     and all other amounts payable hereunder and under any of the other Loan
     Documents.

<PAGE>

               SECTION 9.05. RIGHT OF SET-OFF. Upon (a) the occurrence and
     during the continuance of any Event of Default and (b) the making of the
     request or the granting of the consent specified by Section 7.01 to
     authorize the Administrative Agent to declare the Notes due and payable
     pursuant to the provisions of Section 7.01, each Agent and each Lender
     Party and each of their respective Affiliates is hereby authorized at any
     time and from time to time, to the fullest extent permitted by law, to set
     off and otherwise apply any and all deposits (general or special, time or
     demand, provisional or final) at any time held and other indebtedness at
     any time owing by such Agent, such Lender Party or such Affiliate to or for
     the credit or the account of each Borrower against any and all of the
     Obligations of the Borrowers now or hereafter existing under the Loan
     Documents, irrespective of whether such Agent or such Lender Party shall
     have made any demand under this Agreement or such Note or Notes and
     although such Obligations may be unmatured. Each Agent and each Lender
     Party agrees promptly to notify the Borrowers after any such set-off and
     application; PROVIDED, HOWEVER, that the failure to give such notice shall
     not affect the validity of such set-off and application. The rights of each
     Agent and each Lender Party and their respective Affiliates under this
     Section are in addition to other rights and remedies (including, without
     limitation, other rights of set-off) that such Agent, such Lender Party and
     their respective Affiliates may have.

               SECTION 9.06. BINDING EFFECT. This Agreement shall become
     effective when it shall have been executed by each Borrower and each Agent
     and the Administrative Agent shall have been notified by each Initial
     Lender Party that such Initial Lender Party has executed it and thereafter
     shall be binding upon and inure to the benefit of each Borrower, each Agent
     and each Lender Party and their respective successors and assigns, except
     that no Borrower shall have the right to assign its rights hereunder or any
     interest herein without the prior written consent of the Lender Parties.

               SECTION 9.07. ASSIGNMENTS AND PARTICIPATIONS. (a) Each Lender may
     and, so long as no Default shall have occurred and be continuing, if
     demanded by the Borrowers (following a demand by such Lender pursuant to
     Section 2.10 or 2.12) upon at least five Business Days' notice to such
     Lender and the Administrative Agent, will assign to one or more Eligible
     Assignees all or a portion of its rights and obligations under this
     Agreement (including, without limitation, all or a portion of its
     Commitment or Commitments, the Advances owing to it and the Note or Notes
     held by it); PROVIDED, HOWEVER, that (i) each such assignment shall be of a
     uniform, and not a varying, percentage of all rights and obligations under
     and in respect of one or more Facilities, (ii) except in the case of an
     assignment to a Person that, immediately prior to such assignment, was a
     Lender, an Affiliate of any Lender or an Approved Fund of any Lender or an
     assignment of all of a Lender's rights and obligations under this
     Agreement, the aggregate amount of the Commitments being assigned to such
     Eligible Assignee pursuant to such assignment (determined as of the date of
     the Assignment and Acceptance with respect to such assignment) shall in no
     event be less than $5,000,000 or an integral multiple of $1,000,000 in
     excess thereof (or such lesser amount as shall be approved by the
     Administrative Agent and, so long as no Default shall have occurred and be
     continuing at the time of effectiveness of such assignment, the Borrowers)
     under each Facility for which a Commitment is being assigned, (iii) each
     such assignment shall be to an Eligible Assignee, (iv) each such assignment
     made as a

<PAGE>

     result of a demand by the Borrowers pursuant to this Section 9.07(a) shall
     be arranged by the Borrowers after consultation with the Administrative
     Agent and shall be either an assignment of all of the rights and
     obligations of the assigning Lender under this Agreement or an assignment
     of a portion of such rights and obligations made concurrently with another
     such assignment or other such assignments that together cover all of the
     rights and obligations of the assigning Lender under this Agreement, (v) no
     Lender shall be obligated to make any such assignment as a result of a
     demand by the Borrowers pursuant to this Section 9.07(a) unless and until
     such Lender shall have received one or more payments from either the
     Borrowers or one or more Eligible Assignees in an aggregate amount at least
     equal to the aggregate outstanding principal amount of the Advances owing
     to such Lender, together with accrued interest thereon to the date of
     payment of such principal amount and all other amounts payable to such
     Lender under this Agreement, (vi) no such assignments shall be permitted
     without the consent of the Administrative Agent until the Administrative
     Agent shall have notified the Lender Parties that syndication of the
     Commitments hereunder has been completed and (vii) the parties to each such
     assignment shall execute and deliver to the Administrative Agent, for its
     acceptance and recording in the Register, an Assignment and Acceptance,
     together with any Note or Notes subject to such assignment and a processing
     and recordation fee of $3,500; PROVIDED, HOWEVER, that for each such
     assignment made as a result of a demand by any Borrower pursuant to this
     Section 9.07(a), such Borrower shall pay to the Administrative Agent the
     applicable processing and recordation fee.

               (b) Upon such execution, delivery, acceptance and recording, from
     and after the effective date specified in such Assignment and Acceptance,
     (i) the assignee thereunder shall be a party hereto and, to the extent that
     rights and obligations hereunder have been assigned to it pursuant to such
     Assignment and Acceptance, have the rights and obligations of a Lender or
     Issuing Bank, as the case may be, hereunder and (ii) the Lender or Issuing
     Bank assignor thereunder shall, to the extent that rights and obligations
     hereunder have been assigned by it pursuant to such Assignment and
     Acceptance, relinquish its rights (other than its rights under Sections
     2.10, 2.12 and 9.04 to the extent any claim thereunder relates to an event
     arising prior to such assignment) and be released from its obligations
     under this Agreement (and, in the case of an Assignment and Acceptance
     covering all of the remaining portion of an assigning Lender's or Issuing
     Bank's rights and obligations under this Agreement, such Lender or Issuing
     Bank shall cease to be a party hereto).

               (c) By executing and delivering an Assignment and Acceptance,
     each Lender Party assignor thereunder and each assignee thereunder confirm
     to and agree with each other and the other parties thereto and hereto as
     follows: (i) other than as provided in such Assignment and Acceptance, such
     assigning Lender Party makes no representation or warranty and assumes no
     responsibility with respect to any statements, warranties or
     representations made in or in connection with any Loan Document or the
     execution, legality, validity, enforceability, genuineness, sufficiency or
     value of, or the perfection or priority of any lien or security interest
     created or purported to be created under or in connection with, any Loan
     Document or any other instrument or document furnished pursuant thereto;
     (ii) such assigning Lender Party makes no representation or warranty and
     assumes no responsibility with respect to

<PAGE>

     the financial condition of any Loan Party or the performance or
     observance by any Loan Party of any of its obligations under any Loan
     Document or any other instrument or document furnished pursuant thereto;
     (iii) such assignee confirms that it has received a copy of this Agreement,
     together with copies of the financial statements referred to in Section
     4.01 and such other documents and information as it has deemed appropriate
     to make its own credit analysis and decision to enter into such Assignment
     and Acceptance; (iv) such assignee will, independently and without reliance
     upon any Agent, such assigning Lender Party or any other Lender Party and
     based on such documents and information as it shall deem appropriate at the
     time, continue to make its own credit decisions in taking or not taking
     action under this Agreement; (v) such assignee confirms that it is an
     Eligible Assignee; (vi) such assignee appoints and authorizes each Agent to
     take such action as agent on its behalf and to exercise such powers and
     discretion under the Loan Documents as are delegated to such Agent by the
     terms hereof and thereof, together with such powers and discretion as are
     reasonably incidental thereto; and (vii) such assignee agrees that it will
     perform in accordance with their terms all of the obligations that by the
     terms of this Agreement are required to be performed by it as a Lender or
     Issuing Bank, as the case may be.

               (d) The Administrative Agent shall maintain at its address
     referred to in Section 9.02 a copy of each Assignment and Acceptance
     delivered to and accepted by it and a register for the recordation of the
     names and addresses of the Lender Parties and the Commitment under each
     Facility of, and principal amount of the Advances owing under each Facility
     to, each Lender Party from time to time (the "REGISTER"). The entries in
     the Register shall be conclusive and binding for all purposes, absent
     manifest error, and each Borrower, the Agents and the Lender Parties may
     treat each Person whose name is recorded in the Register as a Lender Party
     hereunder for all purposes of this Agreement. The Register shall be
     available for inspection by any Borrower or any Agent or any Lender Party
     at any reasonable time and from time to time upon reasonable prior notice.

               (e) Upon its receipt of an Assignment and Acceptance executed by
     an assigning Lender Party and an assignee, together with any Note or Notes
     subject to such assignment, the Administrative Agent shall, if such
     Assignment and Acceptance has been completed and is in substantially the
     form of Exhibit C hereto, (i) accept such Assignment and Acceptance, (ii)
     record the information contained therein in the Register and (iii) give
     prompt notice thereof to the Borrowers and each other Agent. In the case of
     any assignment by a Lender, within five Business Days after its receipt of
     such notice, each Borrower, at its own expense, shall execute and deliver
     to the Administrative Agent in exchange for the surrendered Note or Notes a
     new Note to the order of such Eligible Assignee in an amount equal to the
     Commitment assumed by it under each Facility pursuant to such Assignment
     and Acceptance and, if any assigning Lender has retained a Commitment
     hereunder under such Facility, a new Note to the order of such assigning
     Lender in an amount equal to the Commitment retained by it hereunder. Such
     new Note or Notes shall be in an aggregate principal amount equal to the
     aggregate principal amount of such surrendered Note or Notes, shall be
     dated the effective date of such Assignment and Acceptance and shall
     otherwise be in substantially the form of Exhibit A-1 or A-2 hereto, as the
     case may be.


<PAGE>
               (f) Each Issuing Bank may assign to one or more Eligible
     Assignees all or a portion of its rights and obligations under the undrawn
     portion of its Letter of Credit Commitment at any time; PROVIDED, HOWEVER,
     that (i) except in the case of an assignment to a Person that immediately
     prior to such assignment was an Issuing Bank or an assignment of all of an
     Issuing Bank's rights and obligations under this Agreement, the amount of
     the Letter of Credit Commitment of the assigning Issuing Bank being
     assigned pursuant to each such assignment (determined as of the date of the
     Assignment and Acceptance with respect to such assignment) shall in no
     event be less than $5,000,000 and shall be in an integral multiple of
     $1,000,000 in excess thereof, (ii) each such assignment shall be to an
     Eligible Assignee and (iii) the parties to each such assignment shall
     execute and deliver to the Administrative Agent, for its acceptance and
     recording in the Register, an Assignment and Acceptance, together with a
     processing and recordation fee of $3,500.

               (g) Each Lender Party may sell participations to one or more
     Persons (other than any Loan Party or any of its Affiliates) in or to all
     or a portion of its rights and obligations under this Agreement (including,
     without limitation, all or a portion of its Commitments, the Advances owing
     to it and the Note or Notes (if any) held by it); PROVIDED, HOWEVER, that
     (i) such Lender Party's obligations under this Agreement (including,
     without limitation, its Commitments) shall remain unchanged, (ii) such
     Lender Party shall remain solely responsible to the other parties hereto
     for the performance of such obligations, (iii) such Lender Party shall
     remain the holder of any such Note for all purposes of this Agreement, (iv)
     the Borrowers, the Agents and the other Lender Parties shall continue to
     deal solely and directly with such Lender Party in connection with such
     Lender Party's rights and obligations under this Agreement and (v) no
     participant under any such participation shall have any right to approve
     any amendment or waiver of any provision of any Loan Document, or any
     consent to any departure by any Loan Party therefrom, except to the extent
     that such amendment, waiver or consent would reduce the principal of, or
     interest on, the Notes or any fees or other amounts payable hereunder, in
     each case to the extent subject to such participation, postpone any date
     fixed for any payment of principal of, or interest on, the Notes or any
     fees or other amounts payable hereunder, in each case to the extent subject
     to such participation, or release all or substantially all of the
     Collateral.

               (h) Any Lender Party may, in connection with any assignment or
     participation or proposed assignment or participation pursuant to this
     Section 9.07, disclose to the assignee or participant or proposed assignee
     or participant any information relating to the Borrowers furnished to such
     Lender Party by or on behalf of the Borrowers; PROVIDED, HOWEVER, that,
     prior to any such disclosure, the assignee or participant or proposed
     assignee or participant shall agree to preserve the confidentiality of any
     Confidential Information received by it from such Lender Party.

               (i) Notwithstanding any other provision set forth in this
     Agreement, any Lender Party may at any time create a security interest in
     all or any portion of its rights under this Agreement (including, without
     limitation, the Advances owing to it and the Note or Notes

<PAGE>

     held by it) in favor of any Federal Reserve Bank in accordance with
     Regulation A of the Board of Governors of the Federal Reserve System.

               (j) Notwithstanding anything to the contrary contained herein,
     any Lender Party, (a "GRANTING LENDER") may grant to a special purpose
     funding vehicle identified as such in writing from time to time by the
     Granting Lender to the Administrative Agent and the Borrowers (an "SPC")
     the option to provide all or any part of any Advance that such Granting
     Lender would otherwise be obligated to make pursuant to this Agreement;
     PROVIDED that (i) nothing herein shall constitute a commitment by any SPC
     to fund any Advance, and (ii) if an SPC elects not to exercise such option
     or otherwise fails to make all or any part of such Advance, the Granting
     Lender shall be obligated to make such Advance pursuant to the terms
     hereof. The making of an Advance by an SPC hereunder shall utilize the
     Commitment of the Granting Lender to the same extent, and as if, such
     Advance were made by such Granting Lender. Each party hereto hereby agrees
     that (i) no SPC shall be liable for any indemnity or similar payment
     obligation under this Agreement for which a Lender Party would otherwise be
     liable for so long as, and to the extent, the Granting Lender provides such
     indemnity or makes such payment and (ii) no SPC shall be entitled to the
     benefits of Sections 2.10 and 2.12 (or any other increased costs protection
     provision). In furtherance of the foregoing, each party hereto hereby
     agrees (which agreement shall survive the termination of this Agreement)
     that, prior to the date that is one year and one day after the payment in
     full of all outstanding commercial paper or other senior Debt of any SPC,
     it will not institute against, or join any other person in instituting
     against, such SPC any bankruptcy, reorganization, arrangement, insolvency,
     or liquidation proceeding under the laws of the United States or any State
     thereof. Notwithstanding anything to the contrary contained in this
     Agreement, any SPC may (i) with notice to, but without prior consent of,
     the Borrower, the Syndication Agent and the Administrative Agent and
     without paying any processing fee therefor, assign all or any portion of
     its interest in any Advance to the Granting Lender and (ii) disclose on a
     confidential basis any non-public information relating to its funding of
     Advances to any rating agency, commercial paper dealer or provider of any
     surety or guarantee or credit or liquidity enhancement to such SPC. This
     subsection 9.07(j) may not be amended without the prior written consent of
     each Granting Lender, all or any part of whose Advances are being funded by
     the SPC at the time of such amendment. For the avoidance of doubt, with
     respect to the Agents, the other Lender Parties and the Borrowers, the
     Granting Bank shall for all purposes, including, without limitation, the
     approval of any amendment or waiver of any provision of any Loan Document,
     be the Lender Party of record hereunder.

               (k) Notwithstanding any other provision set forth in this
     Agreement, any Lender Party that is a fund that invests in bank loans may
     pledge all or any portion of its rights in connection with this Agreement
     to the trustee for holders of obligations owed, or securities issued, by
     such fund as security for such obligations or securities; PROVIDED that
     nothing contained herein shall affect any obligations of the Lender Party
     or such pledgee to comply with the requirements of Section 9.07 in order
     for such pledgee to become a Lender Party under this Agreement. No pledge
     described in the immediately preceding sentence shall release such Lender
     Party from its obligations under this Agreement.

<PAGE>

               SECTION 9.08. EXECUTION IN COUNTERPARTS. This Agreement may be
     executed in any number of counterparts and by different parties hereto in
     separate counterparts, each of which when so executed shall be deemed to be
     an original and all of which taken together shall constitute one and the
     same agreement. Delivery of an executed counterpart of a signature page to
     this Agreement by telecopier shall be effective as delivery of an original
     executed counterpart of this Agreement.

               SECTION 9.09. NO LIABILITY OF THE ISSUING BANKS. Each Borrower
     assumes all risks of the acts or omissions of any beneficiary or transferee
     of any Letter of Credit issued on behalf of such Borrower with respect to
     its use of such Letter of Credit. Neither any Issuing Bank nor any of its
     officers or directors shall be liable or responsible for: (a) the use that
     may be made of any Letter of Credit or any acts or omissions of any
     beneficiary or transferee in connection therewith; (b) the validity,
     sufficiency or genuineness of documents, or of any endorsement thereon,
     even if such documents should prove to be in any or all respects invalid,
     insufficient, fraudulent or forged; (c) payment by such Issuing Bank
     against presentation of documents that do not comply with the terms of a
     Letter of Credit, including failure of any documents to bear any reference
     or adequate reference to the Letter of Credit; or (d) any other
     circumstances whatsoever in making or failing to make payment under any
     Letter of Credit, except that such Borrower shall have a claim against such
     Issuing Bank, and such Issuing Bank shall be liable to such Borrower, to
     the extent of any direct, but not consequential, damages suffered by such
     Borrower that such Borrower proves were caused by (i) such Issuing Bank's
     willful misconduct or gross negligence as determined in a final,
     non-appealable judgment by a court of competent jurisdiction in determining
     whether documents presented under any Letter of Credit comply with the
     terms of the Letter of Credit or (ii) such Issuing Bank's willful failure
     to make lawful payment under a Letter of Credit after the presentation to
     it of a draft and certificates strictly complying with the terms and
     conditions of the Letter of Credit. In furtherance and not in limitation of
     the foregoing, such Issuing Bank may accept documents that appear on their
     face to be in order, without responsibility for further investigation,
     regardless of any notice or information to the contrary.

               SECTION 9.10. CONFIDENTIALITY. Neither any Agent nor any Lender
     Party shall disclose any Confidential Information to any Person without the
     consent of the Borrowers, other than (a) to such Agent's or such Lender
     Party's Affiliates and their officers, directors, employees, agents and
     advisors and to actual or prospective Eligible Assignees and participants,
     and then only on a confidential basis, (b) as required by any law, rule or
     regulation or judicial process (in which case, to the extent practicable,
     the applicable Borrower shall be given notice and an opportunity to object
     to such disclosure, unless such notification is prohibited by applicable
     law, judicial or legal process), (c) as requested or required by any state,
     Federal or foreign authority or examiner regulating such Lender Party and
     (d) to any direct or indirect contractual counterparty in swap agreements
     or such contractual counterparty's professional advisor (so long as such
     contractual counterparty or professional advisor to such contractual
     counterparty agrees to be bound by this Section 9.10).


<PAGE>
               SECTION 9.11. RELEASE OF COLLATERAL. Upon (a) the Investment
     Grade Date or (b) the sale, lease, transfer or other disposition of any
     item of Collateral of any Loan Party (including, without limitation, as a
     result of the sale, in accordance with the terms of the Loan Documents, of
     the Loan Party that owns such Collateral) in accordance with the terms of
     the Loan Documents, the Administrative Agent will, at the Borrowers'
     expense, execute and deliver to such Loan Party such documents as such Loan
     Party may reasonably request to evidence the release of such item of
     Collateral from the assignment and security interest granted under the
     Collateral Documents in accordance with the terms of the Loan Documents.

               SECTION 9.12. JURISDICTION, ETC. (a) Each of the parties hereto
     hereby irrevocably and unconditionally submits, for itself and its
     property, to the nonexclusive jurisdiction of any New York State court or
     Federal court of the United States of America sitting in New York City, and
     any appellate court from any thereof, in any action or proceeding arising
     out of or relating to this Agreement or any of the other Loan Documents to
     which it is a party, or for recognition or enforcement of any judgment, and
     each of the parties hereto hereby irrevocably and unconditionally agrees
     that all claims in respect of any such action or proceeding may be heard
     and determined in any such New York State court or, to the fullest extent
     permitted by law, in such Federal court. Each of the parties hereto agrees
     that a final judgment in any such action or proceeding shall be conclusive
     and may be enforced in other jurisdictions by suit on the judgment or in
     any other manner provided by law. Nothing in this Agreement shall affect
     any right that any party may otherwise have to bring any action or
     proceeding relating to this Agreement or any of the other Loan Documents in
     the courts of any jurisdiction.

               (b) Each of the parties hereto irrevocably and unconditionally
     waives, to the fullest extent it may legally and effectively do so, any
     objection that it may now or hereafter have to the laying of venue of any
     suit, action or proceeding arising out of or relating to this Agreement or
     any of the other Loan Documents to which it is a party in any New York
     State or Federal court. Each of the parties hereto hereby irrevocably
     waives, to the fullest extent permitted by law, the defense of an
     inconvenient forum to the maintenance of such action or proceeding in any
     such court.

               SECTION 9.13. INTEGRATION. This Agreement and the other Loan
     Documents represent the entire agreement of the Borrowers, the Guarantors,
     the Administrative Agent and the Lenders with respect to the subject matter
     hereof, and there are no promises, undertakings, representations or
     warranties by any Borrower, any Guarantor, the Administrative Agent or any
     Lender relative to the subject matter hereof not expressly set forth or
     referred to herein or in the other Loan Documents.

               SECTION 9.14. GOVERNING LAW. This Agreement and the Notes shall
     be governed by, and construed in accordance with, the laws of the State of
     New York.

               SECTION 9.15. WAIVER OF JURY TRIAL. Each of the Borrowers, the
     Agents and the Lender Parties irrevocably waives all right to trial by jury
     in any action, proceeding or

<PAGE>

     counterclaim (whether based on contract, tort or otherwise) arising out of
     or relating to any of the Loan Documents, the Advances, the Letters of
     Credit or the actions of any Agent or any Lender Party in the negotiation,
     administration, performance or enforcement thereof.

               IN WITNESS WHEREOF, the parties hereto have caused this Agreement
     to be executed by their respective officers thereunto duly authorized, as
     of the date first above written



                                        CINCINNATI BELL INC.


                                        By /s/ MARK W. PETERSON
                                           -----------------------------------
                                           Title: Vice President and Treasurer



                                         BROADWING COMMUNICATIONS
                                         SERVICES INC.  (f/k/a IXC
                                         Communications Services, Inc.)


                                        By /s/ MARK W. PETERSON
                                           -----------------------------------
                                           Title: Vice President and Treasurer


                                        CITICORP USA, INC.,
                                        as Administrative Agent, Initial Lender,
                                        Initial Issuing Bank and Swing
                                        Line Lender


                                        By /s/ KIMBERLY A. HARPER
                                           -----------------------------------
                                           Title: Vice President


                                        BANK OF AMERICA, N.A.,
                                        as Syndication Agent, Initial Lender,
                                        Initial Issuing Bank and Swing
                                        Line Lender

                                        By /s/ ROSELYN DRAKE
                                           -----------------------------------
                                           Title: Principal

<PAGE>

                     INTITIAL LENDERS


                                        CREDIT SUISSE FIRST BOSTON


                                        By /s/ JOEL GLODOWSKI
                                           -----------------------------------
                                           Title: Managing Director



                                        CREDIT SUISSE FIRST BOSTON


                                        By /s/ CHRIS T. HORGAN
                                           -----------------------------------
                                           Title: Vice President


                                        THE BANK OF NEW YORK

                                        By /s/ DEBRA M. RITCHIE
                                           -----------------------------------
                                           Title: Assistant Vice President



                                        PNC BANK, N.A.

                                        By /s/ BRUCE A. KINTNER
                                           -----------------------------------
                                           Title: Vice President



                                        BAYERISCHE HYPO-UND
                                        VEREINSBANK AG, NEW YORK
                                        BRANCH

                                        By /s/ YORAM DANKNER
                                           ----------------------------------
                                           Title: Managing Director


                                        BY /s/ PETER W. HALL
                                           ----------------------------------
                                           Title: Associate Director


<PAGE>

                                        CANADIAN IMPERIAL BANK OF COMMERCE


                                        By /s/ WILLIAM M. SWENSON
                                           -----------------------------------
                                           Title: Authorized Signatory



                                        CANADIAN IMPERIAL BANK OF COMMERCE


                                        By /s/ WILLIAM M. SWENSON
                                           -----------------------------------
                                           Title: Authorized Signatory



                                        FIRSTAR BANK, N.A.


                                        By /s/ MARK A. WHITSON
                                           -----------------------------------
                                           Title: Vice President



                                        FIRST UNION NATIONAL BANK


                                        By /s/ CHARLES B. EDMONDSON
                                           -----------------------------------
                                           Title: Assistant Vice President



                                        FLEET NATIONAL BANK


                                        By /s/ WILLIAM B. MAAS
                                           -----------------------------------
                                           Title: Director



                                        GENERAL ELECTRIC CAPITAL CORPORATION


                                        By /s/ KARL KIEFFER
                                           -----------------------------------
                                           Title: Duly Authorized Signatory

<PAGE>

                                        KEMPER FLOATING RATE FUND


                                        By /s/ MARK E. WITTNEBEL
                                           -----------------------------------
                                           Title: Senior Vice President



                                        KZH CNC LLC


                                        By /S/ VIRGINIA CONWAY
                                           -----------------------------------
                                           Title: Authorized Agent



                                        KZH ING-1 LLC


                                        By /s/ VIRGINIA CONWAY
                                           -----------------------------------
                                           Title: Authorized Agent



                                        KZH ING-2 LLC  \


                                        By /s/ VIRGINIA CONWAY
                                           -----------------------------------
                                           Title: Authorized Agent



                                        KZH ING-3 LLC


                                        By /s/ VIRGINIA CONWAY
                                           -----------------------------------
                                           Title: Authorized Agent



                                        KZH LANGDALE LLC


                                        By /s/ VIRGINIA CONWAY
                                           -----------------------------------
                                           Title: Authorized Agent



<PAGE>

                                        KZH SHOSHONE  LLC


                                        By /s/ VIRGINIA CONWAY
                                           -----------------------------------
                                           Title: Authorized Agent



                                        KZH STERLING LLC


                                        By /s/ VIRGINIA CONWAY
                                           -----------------------------------
                                           Title: Authorized Agent



                                        KZH III LLC


                                        By /s/ VIRGINIA CONWAY
                                           -----------------------------------
                                           Title: Authorized Agent



                                        MERRILL LYNCH SENIOR FLOATING
                                        RATE FUND, INC.

                                        By /s/ ANDREW C. LIGGIO
                                           -----------------------------------
                                           Title: Authorized Signatory



                                        OLYMPIC FUNDING TRUST, SERIES
                                                1999-1

                                        By /s/ KELLY C. WALKER
                                           -----------------------------------
                                           Title: Authorized Agent

<PAGE>


                                        ROYAL BANK OF CANADA

                                        By /s/ ANDREW WILLIAMSON
                                           ----------------------------------
                                           Title: Vice President



                                        SRF TRADING, INC.

                                        By /s/ KELLY C. WALKER
                                           -----------------------------------
                                           Title: Vice President



                                        STEIN ROE FLOATING RATE LIMITED
                                        LIABILITY COMPANY

                                        By /s/ BRIAN W GOOD
                                           ------------------------------------
                                           Title: Vice President
                                                  Stein Roe & Farnham
                                                  Incorporated, as Advisor to
                                                  the Stein Roe Floating Rate
                                                  Limited Liability Company



                                        TORONTO DOMINION (NEW YORK), INC.

                                        By /s/ SONJA R. JORDAN
                                           -----------------------------------
                                           Title: Vice President



                                        WINGED FOOT FUNDING TRUST

                                        By /s/ KELLY C. WALKER
                                           -----------------------------------
                                           Title: Authorized Agent


                  LENDERS


                                        ABN AMRO BANK N.V.

                                        By /s/ ROXANA SOPALA
                                           -----------------------------------
                                           Title: Vice President

<PAGE>

                                        ABN AMRO BANK N.V.

                                        By /s/ SANG W. LEE
                                           -----------------------------------
                                           Title: Assistant Vice President



                                        BANK AUSTRIA CREDITANSTALT CORPORATE
                                        FINANCE, INC.

                                        By /s/ GARY ANDRESEN
                                           -----------------------------------
                                           Title: Senior Associate



                                        BANK AUSTRIA CREDITANSTALT CORPORATE
                                        FINANCE, INC.

                                        By /s/ ROBERT M. BIRINGER
                                           -----------------------------------
                                           Title: Executive Vice President



                                        BANK OF CHINA, NEW YORK

                                        By /s/ GUOTING ZHANG
                                           -----------------------------------
                                           Title: Deputy General Manager






<PAGE>

                                        DEUTSCHE BANK AG NEW YORK AND/OR
                                        CAYMAN ISLANDS BRANCHES

                                        BY /s/ ANDREAS NEUMEIER
                                        --------------------------------------
                                           Title: Vice President



                                        DEUTSCHE BANK AG NEW YORK AND/OR
                                        CAYMAN ISLANDS BRANCHES

                                        By /s/ JOEL MAKOWSKY
                                           -----------------------------------
                                           Title: Vice President



                                        EXPORT DEVELOPMENT CORPORATION

                                        By /s/ MICHAEL FORTNER
                                           -----------------------------------
                                           Title: Financial Services MANAGER



                                        EXPORT DEVELOPMENT CORPORATION

                                        By /s/ MICHAEL SMALLSHAW
                                           -----------------------------------
                                           Title: International Contracts
                                                  Specialists



                                        FIFTH THIRD BANK

                                        By /s/ ANDREW K. HAUCK
                                           -----------------------------------
                                           TiTle: Vice President



                                        FIRST HAWAIIAN BANK

                                        By /s/ CHARLES L. JENKINS
                                           -----------------------------------
                                           Title: Vice President & Manager


<PAGE>

                                        FIRSTRUST BANK

                                        By /s/  KENT NELSON
                                           -----------------------------------
                                           Title: Vice PRESIDENT and Manager



                                        FLEET NATIONAL BANK

                                        By /s/ BARBARA A. KEEGAN
                                           -----------------------------------
                                           Title: Vice President



                                        IBM CREDIT CORPORATION

                                        By /s/ THOMAS CURCIO
                                           -----------------------------------
                                           Title: MaNager of Credit



                                        KEY CORPORATE CAPITAL, INC.

                                        BY /s/ THOMAS R. PATTERSON
                                           -----------------------------------
                                           Title: Senior Vice President



                                        MERITA BANK PLC, NEW YORK BRANCH

                                        BY /s/ CHARLES J. LANSDOWN
                                           -----------------------------------
                                           Title: Senior Vice President



                                        MERITA BANK PLC, NEW YORK BRANCH

                                        By /s/ CLIFFORD ABRAMSKY
                                           -----------------------------------
                                           Title: Vice President


<PAGE>

                                        THE BANK OF TOKYO-MITSUBISHI, LTD.
                                        CHICAGO BRANCH

                                        By /s/ HISASHI MIYASHIRO
                                           -----------------------------------
                                           Title: Deputy GENERAL Manager



                                        THE PROVIDENT BANK

                                        By /s/ DAVID OLIVERIO
                                           -----------------------------------
                                           Title: Vice President



                                        THE SUMITOMO BANK, LIMITED

                                        By /s/ JOHN KEMPER
                                           -----------------------------------
                                            Title: Senior Vice President


<PAGE>


                                                           SCHEDULE II TO THE
                                                           CREDIT AGREEMENT

                          LIST OF SUBSIDIARY GUARANTORS

CBI GUARANTORS:
---------------
Cincinnati Bell Supply Company
Cincinnati Bell Directory Inc.
Cincinnati Bell Network Solutions Inc.
Cincinnati Bell Holdings Inc.
EnterpriseWise IT Consulting LLC
Zoomtown.com Inc.
Cincinnati Bell Long Distance Inc.
CTI Long Lines Inc.
Cincinnati Bell Wireless Company

IXCS GUARANTORS:
----------------
IXC Communications, Inc.
Atlantic States Microwave Transmission Company
Central States Microwave Transmission Company
Delaware Capital Provisioning, Inc.
DPNet, Inc.
Eastern Telecom of Washington, D.C., Inc.
Eclipse Telecommunications, Inc.
IXC Business Services, LLC.
IXC Communications Services of Virginia, Inc.
IXC International, Inc.
IXC Internet Services, Inc.
IXC Leasing, LLC
Network Advanced Services, Inc.
Network Evolutions, Incorporated
Rio Grande Transmission, Inc.
Telcom Engineering, Inc.
Telecom One, Inc.
The Data Place, Inc.
Tower Communication Systems Corp.
West Texas Microwave Company
Western States Microwave Transmission Company


<PAGE>



Conformed Composite Copy including
all assignments of Term A Commitments
and related Advances and Revolving Credit Commitments
and related Advances made through January 12, 2000
                                 $2,100,000,000

                            AMENDMENT AND RESTATEMENT
                                     OF THE
                                CREDIT AGREEMENT

                          Dated as of January 12, 2000

                                      Among

                              CINCINNATI BELL INC.

                                       and

                        IXC COMMUNICATIONS SERVICES, INC.

                                  AS BORROWERS

                                       and

                              CINCINNATI BELL INC.

                               AS PARENT GUARANTOR

                 THE INITIAL LENDERS, INITIAL ISSUING BANKS AND
                          SWING LINE BANKS NAMED HEREIN

         as Initial Lenders, Initial Issuing Banks and Swing Line Banks
         -- ------- ------- ------- ------- -----  --- ----- ---- -----

                                       and

                              BANK OF AMERICA, N.A.

                              as Syndication Agent
                              -- ----------- -----
                                       and


<PAGE>

                           CREDIT SUISSE FIRST BOSTON

                                       and

                              THE BANK OF NEW YORK

                           As Co-Documentation Agents

                                       and

                                 PNC BANK, N.A.

                                    As Agent

                                       and

                            SALOMON SMITH BARNEY INC.
                         BANC OF AMERICA SECURITIES LLC

                 As Joint Lead Arrangers and Joint Book Managers


<PAGE>


<TABLE>
<CAPTION>



SCHEDULES

<S>                    <C>             <C>
Schedule I              -        Commitments and Applicable Lending Offices
Schedule II             -        Subsidiary Guarantors
Schedule 4.01(b)        -        Subsidiaries
Schedule 4.01(c)(iii)   -        Conflicts
Schedule 4.01(d)        -        Authorizations, Approvals, Actions, Notices and Filings
Schedule 4.01(f)        -        Disclosed Litigation
Schedule 4.01(q)        -        Environmental
Schedule 4.01(s)        -        Existing Debt
Schedule 4.01(t)        -        Surviving Debt
Schedule 4.01(u)        -        Liens
Schedule 4.01(v)        -        Investments
Schedule 4.01(x)        -        Material Contracts
Schedule 5.02(b)(iii)(J -        Cash Management


EXHIBITS

Exhibit A-1             -        Form of Revolving Credit Note
Exhibit A-2             -        Form of Term Note
Exhibit B               -        Form of Notice of Borrowing
Exhibit C               -        Form of Assignment and Acceptance
Exhibit D-1             -        Form of Shared Collateral Security Agreement
Exhibit D-2             -        Form of Non-Shared Collateral Security Agreement
Exhibit E-1             -        Form of IXC Subsidiary Guaranty
Exhibit E-2             -        Form of CBI Subsidiary Guaranty

</TABLE>

<PAGE>






                                                    SCHEDULE I

         COMMITMENTS AND APPLICABLE LENDING OFFICES

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
Name of Lender     Term          Incremental          Revolving        Letter of        Domestic             Eurodollar
                 Commitment      Commitment            Credit          Credit           Lending              Lending
                            (a) Incremental Term     Commitment        Office                                Office
                                  B Facility
---------------------------------------------------------------------------------------------------------------------------------
<S>             <C>            <C>               <C>               <C>             <C>                     <C>
*Citicorp USA,   $81,818,181.82   (a) *           $98,181,818.18    $12,000,000.00  399 Park Avenue         399 Park Avenue
Inc.                                                                                New York, NY 10043      New York, NY 10043
                                                                                    Att: Townsend Weekes    Att:Townsend Weekes
                                                                                    P: (212)723-6774        P: (212) 723-6774
                                                                                    F: (212)723-8547        F: (212) 723-8547
-----------------------------------------------------------------------------------------------------------------------------------
Bank of America, $77,272,727.27   (a)*            $92,727,272.73    $8,000,000.00   901 Main Street         901 Main Street
                                                                                    64thFloor               14th Floor
                                                                                    Dallas, TX 75202-3748   Dallas, TX 75202
                                                                                    Att: PerlaPerez         Att: Perla Perez
                                                                                    P: (214)209-3044        P: (214) 209-3044
                                                                                    F: (214)209-9429        F: (214) 209-9429

-----------------------------------------------------------------------------------------------------------------------------------
Credit Suisse    $56,818,181.82                   $68,181,818.18                    Five World Trade Center Five World Trade Center
First Boston                                                                        8th Floor               8th Floor
                                                                                    New York, NY 10048-0928 New York, NY 10048-0928
10048-0928                                                                          Att: Ronald Davis       Att: Ronald Davis
                                                                                    P: (212) 322-1865       P: (212) 322-1865
                                                                                    F: (212) 335-0593       F: (212) 335-0593





-----------------------------------------------------------------------------------------------------------------------------------
The Bank of New  $56,818,181.82                   $68,181,818.18                    One Wall Street         One Wall Street
York                                                                                16th Floor              16th  Floor
                                                                                    New York, NY 10286      New York, NY 10286
                                                                                    Att: Debra M.Ritchie    Att: Debra M. Ritchie
                                                                                    P: (212)635-8748        P: (212) 635-8748
                                                                                    F: (212)635-8595        F: (212) 635-8595

-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>
-----------------------------------------------------------------------------------------------------------------------------------
Name of Lender     Term          Incremental          Revolving        Letter of        Domestic             Eurodollar
                 Commitment      Commitment            Credit          Credit           Lending              Lending
                            (a) Incremental Term     Commitment        Office                                Office
                                  B Facility
-----------------------------------------------------------------------------------------------------------------------------------
PNC Bank, N.A.   $56,818,181.82                   $68,181,818.18                    201 East Fifth St.      201 East Fifth St.
                                                                                    Cincinnati, OH 45202    Cincinnati, OH 45202
                                                                                    Att: Joe Richardson     Att: Joe Richardson
                                                                                    P: (513)651-8688        P: (513) 651-8688
                                                                                    F: (513)651-8951        F: (513) 651-8951

-----------------------------------------------------------------------------------------------------------------------------------
ABN AMRO Bank,   $34,090,909.09                   $40,909,090.91                    135 South LaSalle       135 South LaSalle
N.V.                                                                                Street, Ste. 640        Street, Ste.  640
                                                                                    Chicago, IL0603         Chicago, IL 60603
                                                                                    Attn: Roxana Sopala     Attn: Roxana Sopala
                                                                                    P: (312)904-2504        P: (312) 904-2504
                                                                                    F: (312)904-5445        F: (312) 904-5445

-----------------------------------------------------------------------------------------------------------------------------------
Bank Austria     $15,909,090.91                   $19,090,909.09                    Two Ravina Drive,       Two Ravina Drive,
Creditanstalt                                                                       Suite 1680              Suite 1680
Corporate Finance,                                                                  Atlanta, GA 30346       Atlanta, GA 30346
Inc.                                                                                Attn: Pat Kennedy       Attn: Pat Kennedy
                                                                                    P: (770)390-1850        P: (770) 390-1850
                                                                                    F: (770)390-1851        F: (770) 390-1851

-----------------------------------------------------------------------------------------------------------------------------------
Bank of China,   $ 2,272,727.27                   $ 2,727,272.73                    410 Madison Avenue      410 Madison Avenue
New York                                                                            New York, NY 10017      New York, NY 10017
                                                                                    Attn: Kevin Cheung      Attn: Kevin Cheung
                                                                                    P: (212)935-3101        P: (212) 935-3101
                                                                                    F: (212)308-4993        F: (212) 308-4993

-----------------------------------------------------------------------------------------------------------------------------------
*Bayerische Hypo $34,090,909.09(a)                $40,909,090.91                    150 E. 42nd Street      150 E. 42nd Street
-undVereinsbank                                                                     New York NY 10017       New York NY 10017
AG, New York                                                                        Att: Arelis Cepeda      Att: Arelis Cepeda
Branch                                                                              P: (212)672-5495        P: (212) 672-5495
                                                                                    F: (212)672-5530        F: (212) 672-5530

-----------------------------------------------------------------------------------------------------------------------------------
Canadian Imperial                 (a)*                                              425 Lexington Ave., 7th 425 Lexington Ave., 7th
Bank of Commerce                                                                    New York NY 10017       New York NY 10017
                                                                                    Att: Tara Kaplan        Att: Tara Kaplan
                                                                                    P: (212) 856-3897       P: (212) 856-3897
                                                                                    F: (212) 856-3799       F: (212) 856-3799

-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>
-----------------------------------------------------------------------------------------------------------------------------------
Name of Lender     Term          Incremental          Revolving        Letter of        Domestic             Eurodollar
                 Commitment      Commitment            Credit          Credit           Lending              Lending
                            (a) Incremental Term     Commitment        Office                                Office
                                  B Facility
-----------------------------------------------------------------------------------------------------------------------------------
Deutsche Bank    $34,090,909.09                   $40,909,090.91                    Deutsche Bank AG        Deutsche Bank AG
AG New                                                                              New York Branch         Cayman Islands Branch
York and/or Cayman                                                                  31 West 52nd Street     c/o Deutsche Bank AG
Islands Branches                                                                    New York, NY 10019      New York Branch
                                                                                    Attn: Noble Samuel      31 West 52nd Street
                                                                                    Cheryl H. Mendelbaum    New York, NY 10019
                                                                                    P: (212)469-4091        Attn: Noble Samuel /
                                                                                    F: (212)469-4139        Cheryl H. Mendelbaum
                                                                                                            P: (212) 469-4091
                                                                                                            F: (212) 469-4139

-----------------------------------------------------------------------------------------------------------------------------------
Export           $45,454,545.45                   $54,545,454.55                    151 O'Connor Street     151 O'Connor Street
Development                                                                         Ottawa, Ontario, Canada Ottawa, Ontario, Canada
Corporation                                                                         K1A-1K3                 K1A-1K3
                                                                                    Attn: Viola Wedge-      Attn: Viola Wedge-
                                                                                    Moores                  Moores
                                                                                    P: (613)598-3017        P: (613) 598-3017
                                                                                    F: (613)598-2514        F: (613) 598-251

-----------------------------------------------------------------------------------------------------------------------------------
Fifth Third Bank $11,363,636.36                   $13,636,363.64                    38 Fountain Square      38 Fountain Square
                                                                                    Plaza                   Plaza
                                                                                    Cincinnati, OH 45263    Cincinnati, OH  45263
                                                                                    Attn: Andrew Nauck      Attn: Andrew Nauck
                                                                                    P: (513)579-4178        P: (513) 579-4178
                                                                                    F: (513)579-5226        F: (513) 579-5226

-----------------------------------------------------------------------------------------------------------------------------------
Firstar Bank,    $34,090,909.09   (a)*            $40,909,090.91                    ML CN-WN-08             ML CN-WN-08
NA                                                                                  425 Walnut Street,8th   425 Walnut Street, 8th
                                                                                    Floor                   Floor
                                                                                    Cincinnati OH 45201-    Cincinnati OH 45201-
                                                                                    1038                    1038
                                                                                    Att: Brenda Luethy      Att: Brenda Luethy
                                                                                    P: (920)426-7604        P: (920) 426-7604
                                                                                    F: (920)426-7655        F: (920) 426-7655

-----------------------------------------------------------------------------------------------------------------------------------
First Union      $34,090,909.09   (a)*            $40,909,090.91                    201 S. College Street,  201 S. College Street,
National Bank                                                                       CP-24                   CP-24
                                                                                    Charlotte NC 28288-1183 Charlotte NC 28288-1183
                                                                                    Att: Hilda Weathers     Att: Hilda Weathers
                                                                                    P: (704)374-4897        P: (704) 374-4897
                                                                                    F: (704)374-7201        F: (704) 374-7201

-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>
-----------------------------------------------------------------------------------------------------------------------------------
Name of Lender     Term          Incremental          Revolving        Letter of        Domestic             Eurodollar
                 Commitment      Commitment            Credit          Credit           Lending              Lending
                            (a) Incremental Term     Commitment        Office                                Office
                                  B Facility
-----------------------------------------------------------------------------------------------------------------------------------
First Hawaiian   $6,818,181.82                    $8,181,818.18                     999 Bishop Street,11th  999 Bishop Street, 11th
Bank                                                                                Floor                   Floor
                                                                                    Honolulu, HI 96813      Honolulu, HI  96813
                                                                                    Attn: Charles L.Jenkins Attn: Charles L. Jenkins
                                                                                    P: (808)525-6289        P: (808) 525-6289
                                                                                    F: (808)525-6372        F: (808) 525-6372
-----------------------------------------------------------------------------------------------------------------------------------
FirsTrust Bank   $4,545,454.55                    $5,454,545.45                     15 East Ridge Pike      15 East Ridge Pike
                                                                                    Conshohocken, PA 19428  Conshohocken, PA 19428
                                                                                    Attn: Cathy Tipson      Attn: Cathy Tipson
                                                                                    P: (215)728-8614        P: (215) 728-8614
                                                                                    F: (215)728-6105        F: (215) 728-6105

-----------------------------------------------------------------------------------------------------------------------------------
Fleet National   $34,090,909.09   (a)*            $40,909,090.91                    One Landmark Square     One Landmark Square
Bank                                                                                Stamford CT 06904       Stamford CT 06904
                                                                                    Att: Ginny Rockwood     Att: Ginny Rockwood
                                                                                    P: (203)358-6146        P: (203) 358-6146
                                                                                    F: (203)358-2039        F: (203) 358-2039

-----------------------------------------------------------------------------------------------------------------------------------
General Electric                  (a)*                                              60 Long Ridge Road      60 Long Ridge Road
Capital Corporation                                                                 Stamford CT 06927-5100  Stamford CT 06927-5100
                                                                                    Att: Frank Flanigan     Att: Frank Flanigan
                                                                                    P: (203)316-7735        P: (203) 316-7735
                                                                                    F: (203)602-8345        F: (203) 602-8345

-----------------------------------------------------------------------------------------------------------------------------------
IBM Credit       $11,363,636.36                   $13,636,363.64                    2707 West Butterfield   2707 West Butterfield
Corporation                                                                         Road, Ste. 205          Road, Ste.  205
                                                                                    Oak Brook, IL 60523     Oak Brook, IL 60523
                                                                                    Attn: Jennifer Urda     Attn: Jennifer Urda
                                                                                    P: (630)573-7547        P: (630) 573-7547
                                                                                    F: (630)573-7560        F: (630) 573-7560

-----------------------------------------------------------------------------------------------------------------------------------
Kemper Floating                   (a)*                                              Kemper Floating Rate    Kemper Floating Rate
Rate Fund                                                                           Scudder Kemper          Scudder Kemper
                                                                                    Investments, Inc.       Investments, Inc.
                                                                                    222 South Riverside     222 South Riverside
                                                                                    Plaza                   Plaza
                                                                                    Chicago IL 60606-5808   Chicago IL 60606-5808
                                                                                    Att: Jonathan Trutter   Att: Jonathan Trutter
                                                                                         Mark Wittnebel          Mark Wittnebel
                                                                                    P: (312) 537-8343       P: (312) 537-8343
                                                                                    F: (312) 537-4239       F: (312) 537-4239

-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>
-----------------------------------------------------------------------------------------------------------------------------------
Name of Lender     Term          Incremental          Revolving        Letter of        Domestic             Eurodollar
                 Commitment      Commitment            Credit          Credit           Lending              Lending
                            (a) Incremental Term     Commitment        Office                                Office
                                  B Facility
-----------------------------------------------------------------------------------------------------------------------------------
Key Corporate    $34,090,909.09                   $40,909,090.91                    127 Public Square,      127 Public Square,
Capital, Inc.                                                                       OH-01-27-0602           OH-01-27-0602
                                                                                    Cleveland, OH 44114     Cleveland, OH 44114
                                                                                    Attn: Sandy Wilder      Attn: Sandy Wilder
                                                                                    P: (216)689-4456        P: (216) 689-4456
                                                                                    F: (216)689-4666        F: (216) 689-4666

-----------------------------------------------------------------------------------------------------------------------------------
KZH CNC LLC                       (a)*                                              c/o The Chase Manhattan c/o The Chase Manhattan
                                                                                    Bank                    Bank
                                                                                    450 W. 33rd St.,15th    450 W. 33rd St., 15th
                                                                                    Floor                   Floor
                                                                                    New York NY 10001       New York NY 10001
                                                                                    Att: Virginia Conway    Att: Virginia Conway
                                                                                    P: (212)946-7573        P: (212) 946-7573
                                                                                    F: (212)946-7776        F: (212) 946-7776

-----------------------------------------------------------------------------------------------------------------------------------
KZH ING-1 LLC                     (a)*                                              c/o The Chase Manhattan c/o The Chase Manhattan
                                                                                    Bank                    Bank
                                                                                    450 W. 33rd St.,15th    450 W. 33rd St., 15th
                                                                                    Floor                   Floor
                                                                                    New York NY 10001       New York NY 10001
                                                                                    Att: Virginia Conway    Att: Virginia Conway
                                                                                    P: (212)946-7573        P: (212) 946-7573
                                                                                    F: (212)946-7776        F: (212) 946-7776

-----------------------------------------------------------------------------------------------------------------------------------
KZH ING-2 LLC                     (a)*                                              c/o The Chase Manhattan c/o The Chase Manhattan
                                                                                    Bank                    Bank
                                                                                    450 W. 33rd St., 15th   450 W. 33rd St., 15th
                                                                                    Floor                   Floor
                                                                                    New York NY 10001       New York NY 10001
                                                                                    Att: Virginia Conway    Att: Virginia Conway
                                                                                    P: (212)946-7573        P: (212) 946-7573
                                                                                    F: (212)946-7776        F: (212) 946-7776

-----------------------------------------------------------------------------------------------------------------------------------
KZH ING-3 LLC                     (a)*                                              c/o The Chase Manhattan c/o The Chase Manhattan
                                                                                    Bank                    Bank
                                                                                    450 W. 33rd St., 15th   450 W. 33rd St., 15th
                                                                                    Floor                   Floor
                                                                                    New York NY 10001       New York NY 10001
                                                                                    Att: Virginia Conway    Att: Virginia Conway
                                                                                    P: (212)946-7573        P: (212) 946-7573
                                                                                    F: (212)946-7776        F: (212) 946-7776
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>
-----------------------------------------------------------------------------------------------------------------------------------
Name of Lender     Term          Incremental          Revolving        Letter of        Domestic             Eurodollar
                 Commitment      Commitment            Credit          Credit           Lending              Lending
                            (a) Incremental Term     Commitment        Office                                Office
                                  B Facility
-----------------------------------------------------------------------------------------------------------------------------------
KZH Langdale LLC                  (a)*                                              c/o The Chase Manhattan c/o The Chase Manhattan
                                                                                    Bank                    Bank
                                                                                    450 W. 33rd St., 15th   450 W. 33rd St., 15th
                                                                                    Floor                   Floor
                                                                                    New York NY 10001       New York NY 10001
                                                                                    Att: Virginia Conway    Att: Virginia Conway
                                                                                    P: (212)946-7573        P: (212) 946-7573
                                                                                    F: (212)946-7776        F: (212) 946-7776

-----------------------------------------------------------------------------------------------------------------------------------
KZH Shoshone LLC                  (a)*                                              c/o The Chase Manhattan c/o The Chase Manhattan
                                                                                    Bank                    Bank
                                                                                    450 W. 33rd St., 15th   450 W. 33rd St., 15th
                                                                                    Floor                   Floor
                                                                                    New York NY 10001       New York NY 10001
                                                                                    Att: Virginia Conway    Att: Virginia Conway
                                                                                    P: (212)946-7573        P: (212) 946-7573
                                                                                    F: (212)946-7776        F: (212) 946-7776

-----------------------------------------------------------------------------------------------------------------------------------
KZH Sterling LLC                  (a)*                                              c/o The Chase Manhattan c/o The Chase Manhattan
                                                                                    Bank                    Bank
                                                                                    450 W. 33rd St., 15th   450 W. 33rd St., 15th
                                                                                    Floor                   Floor
                                                                                    New York NY 10001       New York NY 10001
                                                                                    Att: Virginia Conway    Att: Virginia Conway
                                                                                    P: (212)946-7573        P: (212) 946-7573
                                                                                    F: (212)946-7776        F: (212) 946-7776

-----------------------------------------------------------------------------------------------------------------------------------
KZH III LLC                       (a)                                               c/o The Chase Manhattan c/o The Chase Manhattan
                                                                                    Bank                    Bank
                                                                                    450 W. 33d St., 15th    450 W. 33d St., 15th
                                                                                    Floor                   Floor
                                                                                    New York NY 10001       New York NY 10001
                                                                                    Att: Virginia Conway    Att: Virginia Conway
                                                                                    P: (212)946-7575        P: (212) 946-7575
                                                                                    F: (212)946-7776        F: (212) 946-7776

-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>
-----------------------------------------------------------------------------------------------------------------------------------
Name of Lender     Term          Incremental          Revolving        Letter of        Domestic             Eurodollar
                 Commitment      Commitment            Credit          Credit           Lending              Lending
                            (a) Incremental Term     Commitment        Office                                Office
                                  B Facility
-----------------------------------------------------------------------------------------------------------------------------------
Merita Bank Plc, $4,545,454.55    (a)*            $5,454,545.45                     437 Madison Avenue,     437 Madison Avenue,
New York Branch                                                                     21st Floor              21st Floor
                                                                                    New York NY 10022       New York NY 10022
                                                                                    Att: Charles Lansdown   Att: Charles Lansdown
                                                                                    P: (212)318-9583        P: (212) 318-9583
                                                                                    F: (212)318-9318        F: (212) 318-9318
-----------------------------------------------------------------------------------------------------------------------------------
Merrill Lynch                     (a)                                               c/o Merrill Lynch Asset c/o Merrill Lynch Asset
Senior Floating                                                                     Management              Management
Rate Fund, Inc.                                                                     800 Scudders Mill Road  800 Scudders Mill Road
                                                                                    Area B                  Area B
                                                                                    Plainsboro NJ 08536     Plainsboro NJ 08536
                                                                                    Att: Janet S.Hansen     Att: Janet S. Hansen
                                                                                    P: (609)282-3136        P: (609) 282-3136
                                                                                    F: (609)282-3542        F: (609) 282-3542

-----------------------------------------------------------------------------------------------------------------------------------
Olympic Funding                   (a)*                                              Bank of America         Bank of America
Trust, Series                                                                       Securities LLC          Securities LLC
1999-1                                                                              100 North Tryon Street  100 North Tryon Street
                                                                                    NC1-007-06-07           NC1-007-06-07
                                                                                    Charlotte NC 28255      Charlotte NC 28255
                                                                                    Att: Ashley Hamilton    Att: Ashley Hamilton
                                                                                    P: (704)387-9951        P: (704) 387-9951
                                                                                    F: (704)387-0275        F: (704) 387-0275

-----------------------------------------------------------------------------------------------------------------------------------
Royal Bank of    $45,454,545.45(a)*               $54,545,454.55                    Royal Bank of Canada    Royal Bank of Canada
Canada                                                                              Grand Cayman (North     Grand Cayman (North
                                                                                    America No. 1)Branch    America No. 1) Branch
                                                                                    c/o New York Branch     c/o New York Branch
                                                                                    1 Liberty Plaza, 4th    1 Liberty Plaza, 4th
                                                                                    Floor                   Floor
                                                                                    New York, NY 10006-1404 New York, NY 10006-1404
                                                                                    Attn: Linda Joannou     Attn: Linda Joannou
                                                                                    P: (212)428-6212        P: (212) 428-6212
                                                                                    F: (212)428-2372        F: (212) 428-2372
                                                                                    WITH A COPY TO:         WITH A COPY TO:
                                                                                    Royal Bank of Canada    Royal Bank of Canada
                                                                                    One Liberty Plaza, 4th  One Liberty Plaza, 4th
                                                                                    Floor                   Floor
                                                                                    New York, New York      New York, New York
                                                                                    10006-1404              10006-1404
                                                                                    Attn: A.C.Williamson    Attn: A.C. Williamson
                                                                                    P: (212)428-2321        P: (212) 428-2321
                                                                                    F: (212)428-6460        F: (212) 428-6460
-----------------------------------------------------------------------------------------------------------------------------------
<PAGE>
-----------------------------------------------------------------------------------------------------------------------------------
Name of Lender     Term          Incremental          Revolving        Letter of        Domestic             Eurodollar
                 Commitment      Commitment            Credit          Credit           Lending              Lending
                            (a) Incremental Term     Commitment        Office                                Office
                                  B Facility
-----------------------------------------------------------------------------------------------------------------------------------
SRF Trading, Inc.                 (a)*                                              Bank of America N.A.    Bank of America N.A.
                                                                                    101 N. Tryon Street     101 N. Tryon Street
                                                                                    NC1-001-15-01           NC1-001-15-01
                                                                                    Charlotte NC 28273      Charlotte NC 28273
                                                                                    Att: Sokya Lindsay      Att: Sokya Lindsay
                                                                                    P: (704)386-6395        P: (704) 386-6395
                                                                                    F: (704)409-0165        F: (704) 409-0165
                                                                                    or                      or
                                                                                    Att: Margaret J.Rhodes  Att: Margaret J. Rhodes
                                                                                    P: (704)388-3317        P: (704) 388-3317
                                                                                    F: (704)409-0158        F: (704) 409-0158

-----------------------------------------------------------------------------------------------------------------------------------
*Stein Roe Floating               (a)                                               Stein, Roe & Farnham    Stein, Roe & Farnham
Rate Limited                                                                        One South Wacker Drive, One South Wacker Drive,
Liability Company                                                                   33rd Floor              33rd Floor
                                                                                    Chicago IL 60606-4685   Chicago IL 60606-4685
                                                                                    Att: Steven F. Krull    Att: Steven F. Krull
                                                                                    P: (312)368-7629        P: (312) 368-7629
                                                                                    F: (312)368-7857        F: (312) 368-7857
-----------------------------------------------------------------------------------------------------------------------------------
The Bank of      $18,181,818.18                   $21,818,181.82                    227 West Monroe Street, 227 West Monroe Street,
Tokyo Mitsubishi,                                                                   Ste. 2300               Ste. 2300
Ltd, Chicago                                                                        Chicago, IL 60606       Chicago, IL 60606
Branch                                                                              Attn: William Murray    Attn: William Murray
                                                                                    P: (312)696-4653        P: (312) 696-4653
                                                                                    F: (312)696-4535        F: (312) 696-4535

-----------------------------------------------------------------------------------------------------------------------------------
The Sumitomo     $11,363,636.36                   $13,636,363.64                    277 Park Avenue         277 Park Avenue
Bank, Limited                                                                       New York, NY 10172      New York, NY 10172
                                                                                    Attn: Noel Swift        Attn: Noel Swift
                                                                                    P: (212)224-4185        P: (212) 224-4185
                                                                                    F: (212)24-5197         F: (212) 224-5197

<PAGE>

-----------------------------------------------------------------------------------------------------------------------------------
The Provident    $4,545,454.55                    $5,454,545.45                     One East 4th Street     One East 4th Street
Bank                                                                                Cincinnati, OH 45202    Cincinnati, OH  45202
                                                                                    Attn: David Oliverio    Attn: David Oliverio
                                                                                    P: (513)579-2806        P: (513) 579-2806
                                                                                    F: (513)579-2201        F: (513) 579-2201

-----------------------------------------------------------------------------------------------------------------------------------
Toronto Dominion                  (a)*                                              The Toronto-Dominion    The Toronto-Dominion
(New York),Inc.                                                                     Bnak                    Bank
 .                                                                                   909 Fannin, Suite 1700  909 Fannin, Suite 1700
                                                                                    Houston TX 77010        Houston TX  77010
                                                                                    Att: Sonia R. Jordan    Att: Sonia R. Jordan
                                                                                    P: (713) 652-0914       P: (713) 652-0914
                                                                                    F: (713) 653-8200       F: (713) 653-8200


Winged Foot Funding               (a)*                                              Bank of America, N.A.   Bank of America, N.A.
Trust                                                                               101 N. Tryon Street     101 N. Tryon Street
                                                                                    NC1-001-15-01           NC1-001-15-01
                                                                                    Charlotte, NC 28273     Charlotte, NC 28273
                                                                                    Att: Annabet Morris     Att: Annabet Morris
                                                                                    P: (704)386-6373        P: (704) 386-6373
                                                                                    F: (704)409-0164        F: (704 409-0164
                                                                                    or                      or
                                                                                    Att: Kendra C. Dorn     Att: Kendra C. Dorn
                                                                                    P: (704)387-6030        P: (704) 387-6030
                                                                                    F: (704)409-0169        F: (704) 409-0169

-Additional                       (a)*
Incremental Lenders
======================= ==================== ======================= ===================== =================
========================= ==========================
Total:           $750,000,000.00  (a)$450,000,000.00      $900,000,000.00       $20,000,000.00

======================= ==================== ======================= ===================== =================
========================= ==========================

------------------------

*       Incremental Term B Commitments for each individual lender are maintained by the Administration Agent.

</TABLE>

<PAGE>


SCHEDULE II TO THE
CREDIT AGREEMENT

                                          LIST OF SUBSIDIARY GUARANTORS

CBI GUARANTORS:
---------------
Cincinnati Bell Supply Company
Cincinnati Bell Directory Inc.
Cincinnati Bell Network Solutions Inc.
Cincinnati Bell Holdings Inc.
EnterpriseWise IT Consulting LLC
Zoomtown.com Inc.
Cincinnati Bell Long Distance Inc.
CTI Long Lines Inc.
Cincinnati Bell Wireless Company

IXCS GUARANTORS:
----------------
IXC Communications, Inc.
Atlantic States Microwave Transmission Company
Central States Microwave Transmission Company
Delaware Capital Provisioning, Inc.
DPNet, Inc.
Eastern Telecom of Washington, D.C., Inc.
Eclipse Telecommunications, Inc.
IXC Business Services, LLC.
IXC Communications Services of Virginia, Inc.
IXC International, Inc.
IXC Internet Services, Inc.
IXC Leasing, LLC
Network Advanced Services, Inc.
Network Evolutions, Incorporated
Rio Grande Transmission, Inc.
Telcom Engineering, Inc.
Telecom One, Inc.
The Data Place, Inc.
Tower Communication Systems Corp.
West Texas Microwave Company
Western States Microwave Transmission Company


<PAGE>





                                                                     EXHIBIT A-1

                                                                         FORM OF
                                                           REVOLVING CREDIT NOTE


$_______________  Dated:  _________ __, ____


          FOR VALUE RECEIVED, the undersigned, [CINCINNATI BELL INC.] [IXCS
COMMUNICATIONS SERVICES, INC.], [an Ohio] [a Delaware] corporation (the
"BORROWER"), HEREBY PROMISES TO PAY to the order of _______________________ (the
"LENDER") for the account of its Applicable Lending Office (as defined in the
Credit Agreement referred to below) the aggregate principal amount of the
Revolving Credit Advances, the Letter of Credit Advances and the Swing Line
Advances (each as defined below) owing to the Lender by the Borrower pursuant to
the Credit Agreement dated as of November 9, 1999 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT"; terms defined therein, unless otherwise defined herein, being used
herein as therein defined) among the Borrower, [CINCINNATI BELL INC.] [IXCS
COMMUNICATIONS SERVICES, INC.], the Lender and certain other lender parties
party thereto, Bank of America, N.A., as Syndication Agent, First Boston
("CSFB") and The Bank of New York ("BNY"), as Co-Documentation Agents, PNC Bank,
N.A. ("PNC", and collectively with CSFB and BNY, the "CO-ARRANGERS") and
Citicorp USA, Inc., as Administrative Agent for the Lender and such other lender
parties on the Termination Date.

          The Borrower promises to pay to the Lender interest on the unpaid
principal amount of each Revolving Credit Advance, Letter of Credit Advance and
Swing Line Advance from the date of such Revolving Credit Advance, Letter of
Credit Advance or Swing Line Advance, as the case may be, until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement.

          Both principal and interest are payable in lawful money of the United
States of America to Citicorp USA, Inc., as Administrative Agent, at 399 Park
Avenue, New York, N.Y. 10043 in same day funds. Each Revolving Credit Advance,
Letter of Credit Advance and Swing Line Advance owing to the Lender by the
Borrower and the maturity thereof, and all payments made on account of principal
thereof, shall be recorded by the Lender and, prior to any transfer hereof,
endorsed on the grid attached hereto, which is part of this Promissory Note;
PROVIDED, HOWEVER, that the failure of the Lender to make any such recordation
or endorsement shall not affect the Obligations of the Borrower under this
Promissory Note.

          This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of advances (variously, the "REVOLVING
CREDIT ADVANCES", the "LETTER OF CREDIT ADVANCES" or the "SWING LINE ADVANCES")
by the Lender to or for the benefit of the Borrower from time to time in an
aggregate amount not to exceed at any time outstanding the U.S. dollar amount
first above mentioned, the indebtedness of the Borrower resulting from each such
Revolving Credit Advance, Letter of Credit Advance and Swing Line Advance being
evidenced by this Promissory Note, and (ii) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified. The obligations of the Borrower under
this Promissory Note and the other Loan Documents, and the obligations of the
other Loan Parties under the Loan Documents, are secured by the Collateral as
provided in the Loan Documents.

                                         [CINCINNATI BELL INC.]
                                         [IXCS COMMUNICATIONS SERVICES, INC.]


                                         By
                                           ----------
                                           Title:



<PAGE>

                       ADVANCES AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>

=================== ======================= ======================= ======================= ========================
                                                  Amount of                 Unpaid
                          Amount of             Principal Paid             Principal               Notation
       Date                Advance                or Prepaid               Balance                  Made By
=================== ======================= ======================= ======================= ========================
<S>                 <C>                     <C>                     <C>                     <C>
------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

------------------- ----------------------- ----------------------- ----------------------- ------------------------

=================== ======================= ======================= ======================= ========================
</TABLE>


<PAGE>

                                                                     EXHIBIT A-2

                                                                         FORM OF
                                                                       TERM NOTE


$_______________  Dated:  _________ __, ____


          FOR VALUE RECEIVED, the undersigned, [CINCINNATI BELL INC.] [IXCS
COMMUNICATIONS SERVICES, INC.], [an Ohio] [a Delaware] corporation (the
"BORROWER"), HEREBY PROMISES TO PAY to the order of _______________________ (the
"LENDER") for the account of its Applicable Lending Office (as defined in the
Credit Agreement referred to below) the principal amount of the Term Advances
(as defined below) owing to the Lender by the Borrower pursuant to the Credit
Agreement dated as of November 9, 1999 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT";
terms defined therein, unless otherwise defined herein, being used herein as
therein defined) among the Borrower, [CINCINNATI BELL INC.] [IXCS COMMUNICATIONS
SERVICES, INC.], the Lender and certain other lender parties party thereto, Bank
of America, N.A., as Syndication Agent, Credit Suisse First Boston ("CSFB") and
The Bank of New York ("BNY"), as Co-Documentation Agents, PNC Bank, N.A. ("PNC",
and collectively with CSFB and BNY, the "CO-ARRANGERS") and Citicorp USA, Inc.,
as Administrative Agent for the Lender and such other lender parties on the
dates and in the amounts specified in the Credit Agreement.

          The Borrower promises to pay to the Lender interest on the unpaid
principal amount of each Term Advance from the date of such Term Advance until
such principal amount is paid in full, at such interest rates, and payable at
such times, as are specified in the Credit Agreement.

          Both principal and interest are payable in lawful money of the United
States of America to Citicorp USA, Inc., as Administrative Agent, at 399 Park
Avenue, New York, NY 10043 in same day funds. The Term Advances owing to the
Lender by the Borrower and the maturity thereof, and all payments made on
account of principal thereof, shall be recorded by the Lender and, prior to any
transfer hereof, endorsed on the grid attached hereto, which is part of this
Promissory Note; PROVIDED, HOWEVER, that the failure of the Lender to make any
such recordation or endorsement shall not affect the Obligations of the Borrower
under this Promissory Note.

          This Promissory Note is one of the Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of advances (the "TERM ADVANCES") by
the Lender to the Borrower from time to time in an amount not to exceed at any
time outstanding the U.S. dollar amount first above mentioned, the indebtedness
of the Borrower resulting from such Term Advance being evidenced by this
Promissory Note, and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified. The obligations of the Borrower under this
Promissory Note and the other Loan Documents, and the obligations of the other
Loan Parties under the Loan Documents, are secured by the Collateral as provided
in the Loan Documents.

                                       [CINCINNATI BELL INC.]
                                       [IXCS COMMUNICATIONS SERVICES
                                           INC.]


                                       By
                                         ---------
                                         Title:


<PAGE>


         ADVANCES AND PAYMENTS OF PRINCIPAL


<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
                                                  Amount of                 Unpaid
                          Amount of             Principal Paid             Principal               Notation
       Date                Advance                or Prepaid               Balance                  Made By


---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
<S>                       <C>                   <C>                        <C>                     <C>

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------

---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                                                       EXHIBIT B

                                                                         FORM OF
                                                             NOTICE OF BORROWING



Citicorp USA, Inc.,
  as Administrative Agent
  under the Credit Agreement
  referred to below
2 Penns Way, Suite 200
New Castle, Delaware  19720

                                     [Date]


          Attention: Jackie Roman


Ladies and Gentlemen:

          The undersigned, [CINCINNATI BELL INC.] [IXCS COMMUNICATIONS SERVICES,
INC.], refers to the Credit Agreement dated as of November 9, 1999 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"CREDIT AGREEMENT"; the terms defined therein being used herein as therein
defined), among the undersigned, [CINCINNATI BELL INC.] [IXCS COMMUNICATIONS,
INC.], the Lender Parties party thereto, Bank of America, N.A., as Syndication
Agent, Credit Suisse First Boston ("CSFB") and The Bank of New York ("BNY"), as
Co-Documentation Agents, PNC Bank, N.A. ("PNC", and collectively with CSFB and
BNY, the "CO-ARRANGERS") and Citicorp USA, Inc., as Administrative Agent for the
Lender Parties, and hereby gives you notice, irrevocably, pursuant to Section
2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing
under the Credit Agreement, and in that connection sets forth below the
information relating to such Borrowing (the "PROPOSED BORROWING") as required by
Section 2.02(a) of the Credit Agreement:

          (i) The Business Day of the Proposed Borrowing is _________ __, ____.

          (ii) The Facility under which the Proposed Borrowing is requested is
     the _______________ Facility.

          (iii) The Type of Advances comprising the Proposed Borrowing is [Base
     Rate Advances] [Eurodollar Rate Advances].

          (iv) The aggregate amount of the Proposed Borrowing is $__________.

          [(v) The initial Interest Period for each Eurodollar Rate Advance made
     as part of the Proposed Borrowing is __________ month[s].]

          The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the date of the Proposed Borrowing:

          (A) The representations and warranties contained in each Loan Document
     are correct on and as of the date of the Proposed Borrowing, before and
     after giving effect to the Proposed Borrowing and to the application of the
     proceeds therefrom, as though made on and as of such date.

          (B) No Default has occurred and is continuing, or would result from
     such Proposed Borrowing or from the application of the proceeds therefrom.

          Delivery of an executed counterpart of this Notice of Borrowing by
telecopier shall be effective as delivery of an original executed counterpart of
this Notice of Borrowing.


                                        Very truly yours,

                                        [CINCINNATI BELL INC.]
                                        [IXCS COMMUNICATIONS SERVICES, INC.]



                                        By
                                          --------
                                          Title:
<PAGE>

                                                                       EXHIBIT C

                                                                         FORM OF
                                                       ASSIGNMENT AND ACCEPTANCE


          Reference is made to the Credit Agreement dated as of November 9, 1999
(as amended, amended and restated, supplemented or otherwise modified from time
to time, the "CREDIT AGREEMENT"; the terms defined therein, unless otherwise
defined herein, being used herein as therein defined) among Cincinnati Bell
Inc., an Ohio corporation, IXCS Communications Services, Inc., a Delaware
corporation (collectively, the "BORROWERS"), the Lender Parties party thereto,
Bank of America, N.A., as Syndication Agent, Credit Suisse First Boston ("CSFB")
and The Bank of New York ("BNY"), as Co-Documentation Agents, PNC Bank, N.A.
("PNC", and collectively with CSFB and BNY, the "CO-ARRANGERS") and Citicorp
USA, Inc., as Administrative Agent for the Lender Parties.

          Each "Assignor" referred to on Schedule 1 hereto (each, an "ASSIGNOR")
and each "Assignee" referred to on Schedule 1 hereto (each, an "ASSIGNEE")
agrees severally with respect to all information relating to it and its
assignment hereunder and on Schedule 1 hereto as follows:

          1. Such Assignor hereby sells and assigns, without recourse except as
to the representations and warranties made by it herein, to such Assignee, and
such Assignee hereby purchases and assumes from such Assignor, an interest in
and to such Assignor's rights and obligations under the Credit Agreement as of
the date hereof equal to the percentage interest specified on Schedule 1 hereto
of all outstanding rights and obligations under the Credit Agreement Facility or
Facilities specified on Schedule 1 hereto. After giving effect to such sale and
assignment, such Assignee's Commitments and the amount of the Advances owing to
such Assignee will be as set forth on Schedule 1 hereto.

          2. Such Assignor (i) represents and warrants that its name set forth
on Schedule 1 hereto is its legal name, that it is the legal and beneficial
owner of the interest or interests being assigned by it hereunder and that such
interest or interests are free and clear of any adverse claim; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with any Loan
Document or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of, or the perfection or priority of any lien or security
interest created or purported to be created under or in connection with, any
Loan Document or any other instrument or document furnished pursuant thereto;
(iii) makes no representation or warranty and assumes no responsibility with
respect to the financial condition of any Loan Party or the performance or
observance by any Loan Party of any of its obligations under any Loan Document
or any other instrument or document furnished pursuant thereto; and (iv)
attaches the Note or Notes held by such Assignor and requests that the
Administrative Agent exchange such Note or Notes for a new Note or Notes payable
to the order of such Assignee in an amount equal to the Commitments assumed by
such Assignee pursuant hereto or new Notes payable to the order of such Assignee
in an amount equal to the Commitments assumed by such Assignee pursuant hereto
and such Assignor in an amount equal to the Commitments retained by such
Assignor under the Credit Agreement, respectively, as specified on Schedule 1
hereto.

          3. Such Assignee (i) confirms that it has received a copy of the
Credit Agreement, together with copies of the financial statements referred to
in Section 4.01 thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Acceptance; (ii) agrees that it will, independently and
without reliance upon any Agent, any Assignor or any other Lender Party and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (iii) represents and warrants that its name set
forth on Schedule 1 hereto is its legal name; (iv) confirms that it is an
Eligible Assignee; (v) appoints and authorizes each Agent to take such action as
agent on its behalf and to exercise such powers and discretion under the Loan
Documents as are delegated to such Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; (vi) agrees
that it will perform in accordance with their terms all of the obligations that
by the terms of the Credit Agreement are required to be performed by it as a
Lender Party; and (vii) attaches any U.S. Internal Revenue Service forms
required under Section 2.12 of the Credit Agreement.

          4. Following the execution of this Assignment and Acceptance, it will
be delivered to the Administrative Agent for acceptance and recording by the
Administrative Agent. The effective date for this Assignment and Acceptance (the
"EFFECTIVE DATE") shall be the date of acceptance hereof by the Administrative
Agent, unless otherwise specified on Schedule 1 hereto.

          5. Upon such acceptance and recording by the Administrative Agent, as
of the Effective Date, (i) such Assignee shall be a party to the Credit
Agreement and, to the extent provided in this Assignment and Acceptance, have
the rights and obligations of a Lender Party thereunder and (ii) such Assignor
shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement (other
than its rights and obligations under the Loan Documents that are specified
under the terms of such Loan Documents to survive the payment in full of the
Obligations of the Loan Parties under the Loan Documents to the extent any claim
thereunder relates to an event arising prior to the Effective Date of this
Assignment and Acceptance) and, if this Assignment and Acceptance covers all of
the remaining portion of the rights and obligations of such Assignor under the
Credit Agreement, such Assignor shall cease to be a party thereto.

          6. Upon such acceptance and recording by the Administrative Agent,
from and after the Effective Date, the Administrative Agent shall make all
payments under the Credit Agreement and the Notes in respect of the interest
assigned hereby (including, without limitation, all payments of principal,
interest and commitment fees with respect thereto) to such Assignee. Such
Assignor and such Assignee shall make all appropriate adjustments in payments
under the Credit Agreement and the Notes for periods prior to the Effective Date
directly between themselves.

          7. This Assignment and Acceptance shall be governed by, and construed
in accordance with, the laws of the State of New York.


<PAGE>


          8. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall
be effective as delivery of an original executed counterpart of this Assignment
and Acceptance.


          IN WITNESS WHEREOF, each Assignor and each Assignee have caused
Schedule 1 to this Assignment and Acceptance to be executed by their officers
thereunto duly authorized as of the date specified thereon.


<PAGE>


                                   SCHEDULE 1
                                       TO
                            ASSIGNMENT AND ACCEPTANCE

<TABLE>
<S>                                                        <C>         <C>       <C>         <C>         <C>
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ASSIGNORS:
---------------------------------------------------------------------------------------------------------------------
REVOLVING CREDIT FACILITY
---------------------------------------------------------------------------------------------------------------------
         Percentage interest assigned                               %         %           %           %           %
---------------------------------------------------------------------------------------------------------------------
         Revolving Credit Commitment assigned              $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
         Aggregate outstanding principal amount of
                  Revolving Credit Advances assigned       $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
         Principal amount of Revolving Credit Note
                  payable to ASSIGNOR                      $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
Term Facility
---------------------------------------------------------------------------------------------------------------------
         Percentage interest assigned                               %         %           %           %           %
---------------------------------------------------------------------------------------------------------------------
         Term Commitment assigned                          $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
         Outstanding principal amount of
                  Term Advance assigned                    $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
         Principal amount of Term Note
                  payable to ASSIGNOR                      $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
Letter of Credit Facility
---------------------------------------------------------------------------------------------------------------------
         Letter of Credit Commitment assigned              $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
         Letter of Credit Commitment retained              $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

<TABLE>
<S>                                                        <C>         <C>       <C>         <C>         <C>
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
ASSIGNEES:
---------------------------------------------------------------------------------------------------------------------
Revolving Credit Facility
---------------------------------------------------------------------------------------------------------------------
         Percentage interest assumed                                %         %           %           %           %
---------------------------------------------------------------------------------------------------------------------
         Revolving Credit Commitment assumed               $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
         Aggregate outstanding principal amount of
                  Revolving Credit Advances assumed        $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
         Principal amount of Revolving Credit Note
                  payable to ASSIGNEE                      $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
Term Facility
---------------------------------------------------------------------------------------------------------------------
         Percentage interest assumed                                %         %           %           %           %
---------------------------------------------------------------------------------------------------------------------
         Term Commitment assumed                           $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
         Outstanding principal amount of
                  Term Advance assumed                     $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
         Principal amount of Term Note
                  payable to ASSIGNEE                      $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
Letter of Credit Facility
---------------------------------------------------------------------------------------------------------------------
         Letter of Credit Commitment assumed               $           $         $           $           $
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>



Effective Date (if other than date of acceptance by Administrative Agent):
*_________ __, ____


<TABLE>
<S>                                 <C>
                                    ASSIGNORS


                                                                         , as Assignor
                                      -----------------------------------
                                      [TYPE OR PRINT LEGAL NAME OF ASSIGNOR]

                                      By
                                        -----------
                                          Title:

                                      Dated:  _________ __, ____



                                                                         , as Assignor
                                      -----------------------------------
                                      [TYPE OR PRINT LEGAL NAME OF ASSIGNOR]

                                      By
                                        -----------
                                          Title:

                                      Dated:  _________ __, ____



                                                                         , as Assignor
                                      -----------------------------------
                                      [TYPE OR PRINT LEGAL NAME OF ASSIGNOR]

                                      By
                                        -----------
                                          Title:

                                      Dated:  _________ __, ____



                                                                         , as Assignor
                                      -----------------------------------
                                      [TYPE OR PRINT LEGAL NAME OF ASSIGNOR]

                                      By
                                        -----------
                                          Title:

                                      Dated:  _________ __, ____



                                                                         , as Assignor
                                      -----------------------------------
                                      [TYPE OR PRINT LEGAL NAME OF ASSIGNOR]

                                      By
                                        -----------
                                          Title:

                                      Dated:  _________ __, ____
</TABLE>


----------------
*    This date should be no earlier than five Business Days after the delivery
     of this Assignment and Acceptance to the Administrative Agent.


<PAGE>

<TABLE>
<S>                                 <C>
                                    ASSIGNEES


                                                                         , as Assignee
                                      -----------------------------------
                                      [TYPE OR PRINT LEGAL NAME OF ASSIGNEE]

                                      By
                                        -----------
                                          Title:

                                      Dated:  _________ __, ____

                                      Domestic Lending Office:


                                      Eurodollar Lending Office:



                                                                         , as Assignee
                                      -----------------------------------
                                      [TYPE OR PRINT LEGAL NAME OF ASSIGNEE]

                                      By
                                        -----------
                                          Title:

                                      Dated:  _________ __, ____

                                      Domestic Lending Office:


                                      Eurodollar Lending Office:



                                                                         , as Assignee
                                      -----------------------------------
                                      [TYPE OR PRINT LEGAL NAME OF ASSIGNEE]

                                      By
                                        -----------
                                          Title:

                                      Dated:  _________ __, ____

                                      Domestic Lending Office:


                                      Eurodollar Lending Office:



                                                                         , as Assignee
                                      -----------------------------------
                                      [TYPE OR PRINT LEGAL NAME OF ASSIGNEE]

                                      By
                                        -----------
                                          Title:

                                      Dated:  _________ __, ____

                                      Domestic Lending Office:


                                      Eurodollar Lending Office:

</TABLE>


<PAGE>

<TABLE>
<S>                                   <C>
                                                                         , as Assignee
                                      -----------------------------------
                                      [TYPE OR PRINT LEGAL NAME OF ASSIGNEE]

                                      By
                                        -----------
                                          Title:

                                      Dated:  _________ __, ____

                                      Domestic Lending Office:


                                      Eurodollar Lending Office:
</TABLE>

Accepted *[and Approved] this ____
day of ___________, ____

CITICORP USA, INC.,
     as Administrative Agent


By
  ------------------------------------------------
    Title:

+[Approved this ____ day
of _____________, ____

[CINCINNATI BELL INC.] [IXCS COMMUNICATIONS SERVICES, INC.]

By
  ------------------------------------------------
    Title:  ]

------------------
*    Required if the Assignee is an Eligible Assignee solely by reason of clause
     (a)(iii) or (b) of the definition of "Eligible Assignee".

+    See footnote 8.

<PAGE>



                           COLLATERAL TRUST AGREEMENT

          TRUST AGREEMENT, dated November 9, 1999, among CINCINNATI BELL INC.,
an Ohio corporation (the "COMPANY"), WILMINGTON TRUST COMPANY, a Delaware
banking corporation (together with any successor corporate trustee appointed
pursuant to Article 7, the "CORPORATE TRUSTEE"), and JOHN M. BEESON, an
individual residing in the State of Delaware (together with any successor
individual trustee appointed pursuant to Article 7, the "INDIVIDUAL TRUSTEE";
and, together with the Corporate Trustee, the "COLLATERAL TRUSTEES"), the
foregoing trustees being trustees for the holders of the Secured Indebtedness
referred to below. Certain capitalized terms used herein are defined in Article
1 of this Agreement.

PRELIMINARY STATEMENTS:

          (1) The Company and IXC Communications Services, Inc., a Delaware
corporation (collectively, the "BORROWERS"), have entered into a Credit
Agreement dated as of November 9, 1999 (said Agreement, as it may hereafter be
amended, amended and restated, supplemented or otherwise modified from time to
time, being the "CREDIT AGREEMENT") with the Lender Parties (the "LENDER
PARTIES"), the Agents, the Co-Documentation Agents and the Co-Arrangers (each as
defined therein).

          (2) In connection with the Credit Agreement, the Company has agreed to
grant to the Collateral Trustees for the benefit of the Lender Parties pursuant
to the Shared Collateral Documents liens on and security interests in certain of
the Company's assets and property from time to time owned by it.

          (3) The Company has issued up to $50,000,000 principal amount of 7
1/4% Notes Due June 15, 2023 (the "EXISTING NOTES") listed on Schedule I hereto,
pursuant to the Indenture (the Existing Notes and the Indenture, collectively,
the "EXISTING NOTES AGREEMENTS").

          (4) Pursuant to the Existing Notes Agreements the Company agreed not
to incur specified kinds of secured indebtedness (the "SPECIFIED INDEBTEDNESS")
without making effective provision whereby the Existing Notes shall be secured
equally and ratably with such Specified Indebtedness so long as such Specified
Indebtedness shall be outstanding.

          (5) This Agreement is intended to secure the Existing Notes to the
extent required to comply with the provisions of the Existing Notes Agreements
and the Collateral Trustees have agreed to undertake the rights, powers, duties
and responsibilities set forth in this Agreement and the other Shared Collateral
Documents in order to effect such purpose.

          NOW THEREFORE, in consideration of the premises and in order to induce
the Lender Parties to make Advances under the Credit Agreement and the Hedge
Banks to enter into the Secured Hedge Agreements, the Company hereby agrees with
the Collateral Trustees for its benefit and the equal and ratable benefit of the
Secured Holders as follows:


<PAGE>


                                 ARTICLE 1

                                DEFINITIONS

          SECTION 1.01. CERTAIN DEFINED TERMS. The following terms shall have
the following meanings as used herein (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):

          "ACTIONABLE DEFAULT" has the meaning specified in Section 4.01.

          "ACTIONABLE DEFAULT NOTICE" has the meaning specified in Section 4.01.

          "ADDITIONAL SECURED HOLDERS COLLATERAL" has the meaning specified in
Section 2.01.

          "ADVANCES" has the meaning specified in Section 1.01 of the Credit
Agreement.

          "AFFILIATE" means, with respect to a particular Person, (a) any Person
which, directly or indirectly, controls, is controlled by, or is under common
control with such particular Person, or (b) any Person who is a director or
officer of such particular Person. For purposes of this definition, control of a
Person shall mean the power, direct or indirect, (i) to vote 5% or more of the
securities having ordinary voting power for the election of directors of such
Person, or (ii) to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise.

          "ADMINISTRATIVE AGENT" means Citicorp USA, Inc. and any successor
administrative agent for the Lender Parties pursuant to the Credit Agreement.

          "AUTHORIZED OFFICER" means the Chairman, the President, any Vice
President, the Secretary or the Treasurer of a Person or any other officer
designated as an "Authorized Officer" by the Board of Directors (or equivalent
governing body) of such Person.

          "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy", as amended from time to time.

          "BUSINESS DAY" means a day of the year on which banks are not required
or authorized by law to close in New York City or the city in which the
Corporate Trustee maintains its corporate trust office.

          "CLOSING DATE" means the date on which the initial Advances shall have
been made pursuant to the Credit Agreement.

          "COLLATERAL TRUST ESTATE" means all of the right, title and interest
of the Collateral Trustees, whether now owned or hereafter acquired, in and to
the Shared Collateral.


<PAGE>

          "COLLATERAL TRUSTEES" has the meaning specified in the recital of
parties to this Agreement.

          "COLLATERAL TRUSTEES' FEES" means the fees and other amounts payable
to the Collateral Trustees pursuant to Sections 6.03, 6.04 and 6.05 and amounts
claimed and unpaid pursuant to Section 6.06.

          "CORPORATE TRUSTEE" has the meaning specified in the recital of
parties to this Agreement.

          "CREDIT AGREEMENT" has the meaning specified in the Preliminary
Statements.

          "DEFAULTED AGREEMENT PARTY" has the meaning specified in Section 4.01.

          "DISTRIBUTION DATE" means any date on which the Collateral Trustees
shall distribute moneys from the Shared Collateral Account pursuant to Section
5.01.

          "ESTIMATED TAX AMOUNT" has the meaning specified in the Credit
Agreement.

          "EXISTING NOTES" has the meaning specified in the Preliminary
Statements.

          "EXISTING NOTES AGREEMENTS" has the meaning specified in the
Preliminary Statements and each agreement and instrument delivered by the
Company pursuant thereto, as the same may be supplemented, amended or modified
from time to time in accordance with the provisions thereof.

          "HEDGE BANKS" means any Lender Party or Affiliate of a Lender Party
that has entered into a Secured Hedge Agreement.

          "HOLDERS" means at any time the registered holders of Existing Notes
issued under the Indenture at such time.

          "HOLDERS COLLATERAL ACCOUNT" means the cash collateral account
established in favor of the Representatives pursuant to Section 2.02 for the
benefit of the Holders of the Existing Notes issued under the Existing Notes
Agreements.

          "INDENTURE TRUSTEE" means the counterparty listed opposite the
Indenture listed on Schedule I and any successor to such trustee appointed under
the Indenture.

          "INDENTURE" means the Indenture listed under the heading of "Governing
Agreements" on Schedule I hereto.


<PAGE>

          "INDIVIDUAL TRUSTEE" has the meaning specified in the recital of
parties to this Agreement.

          "LENDER PARTIES" has the meaning specified in the Preliminary
Statements.

          "LOAN DOCUMENTS" has the meaning specified in the Credit Agreement.

          "MAJORITY REPRESENTATIVES" means, at any time, the Representative, on
behalf of itself and the Secured Holders represented thereby, that own or hold
(either by itself or through its Secured Holders) more than 50% of the aggregate
amount of Shared Collateral Obligations at such time.

          "MOODY'S" means Moody's Investor's Service, Inc.

          "PERMITTED INVESTMENTS" means any of the following:

               (a) readily marketable direct obligations of the Government of
     the United States or any agency or instrumentality thereof or obligations
     unconditionally guaranteed by the full faith and credit of the Government
     of the United States,

               (b) insured certificates of deposit of or time deposits with any
     commercial bank that is a member of the Federal Reserve System, issues (or
     the parent of which issues) commercial paper rated as described in clause
     (c) below, is organized under the laws of the United States or any State
     thereof and has combined capital and surplus of at least $1 billion,

               (c) commercial paper issued by any corporation organized under
     the laws of any State of the United States and rated at least "Prime-1" (or
     the then equivalent grade) by Moody's or "A-1" (or the then equivalent
     grade) by S&P's, or

               (d) investments in money market funds registered under the
     Investment Company Act of 1940, as amended, that satisfy the requirements
     of Rule 2a-7 of such Act.

          "PERSON" means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

          "REGULATORY AUTHORITY" has the meaning specified in the Shared
Collateral Security Agreement.

          "REPRESENTATIVES" means the Indenture Trustee and the Administrative
Agent (for itself and as Administrative Agent for the Lender Parties).


<PAGE>

          "SECURED HEDGE AGREEMENT" means any hedge agreement required or
permitted under the Credit Agreement that is entered into by and between the
Company and any Hedge Bank.

          "SECURED HOLDERS" means, at any time, the Administrative Agent, the
Syndication Agent, the Lender Parties, the Indenture Trustee and the Holders at
such time.

          "SECURED INDEBTEDNESS" means all Shared Collateral Obligations of the
Company arising out of or evidenced by the Secured Indebtedness Agreements.

          "SECURED INDEBTEDNESS AGREEMENTS" means, collectively, the Credit
Agreement, the Existing Notes Agreements and each agreement or instrument
delivered by the Company pursuant thereto (including, without limitation, the
Shared Collateral Documents), as the same may be amended from time to time in
accordance with the provisions thereof and of Section 5.02(k) of the Credit
Agreement.

          "SHARED COLLATERAL" means, collectively, all of the "Shared
Collateral" (as defined in the Shared Collateral Security Agreement) and all of
the Additional Secured Holders Collateral.

          "SHARED COLLATERAL ACCOUNT " has the meaning specified in Section
3.01.

          "SHARED COLLATERAL DOCUMENTS" means this Agreement, the Shared
Collateral Security Agreement and each Successor Collateral Agreement.

          "SHARED COLLATERAL OBLIGATIONS" means at any time any obligations,
whether matured or unmatured, contingent or liquidated, of the Company arising
out of or evidenced by the Secured Indebtedness Agreements, whether for
principal, interest, expenses, premiums, indemnities, fees or other amounts,
whether or not such obligations are due and payable at such time.

          "SHARED COLLATERAL SECURITY AGREEMENT" means a Shared Collateral
Security Agreement, dated the Closing Date, made by the Company in favor of the
Collateral Trustees, in substantially the form of Exhibit D-2 to the Credit
Agreement.

          "SPECIFIED INDEBTEDNESS" has the meaning specified in the Preliminary
Statements.

          "S&P" means Standard & Poors, a division of The McGraw-Hill Companies,
Inc.

          "SUBSIDIARY" of any Person means any corporation, partnership, joint
venture, limited liability company, trust or estate of which (or in which) more
than 50% of (a) the issued and outstanding capital stock having ordinary voting
power to elect a majority of the Board of Directors of such corporation
(irrespective of whether at the time capital stock of any other class


<PAGE>

or classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (b) the interest in the capital or profits of
such partnership, joint venture or limited liability company, or (c) the
beneficial interest in such trust or estate is at the time directly or
indirectly owned or controlled by such Person, by such Person and one or more of
its other Subsidiaries or by one or more of such Person's other Subsidiaries.

          "SUCCESSOR COLLATERAL" has the meaning specified in Section 2.01.

          "SUCCESSOR COLLATERAL AGREEMENTS" has the meaning specified in Section
2.01.

          "SYNDICATION AGENT" means Bank of America, N.A. and any successor
syndication agent pursuant to the Credit Agreement.

          "WITHHELD AMOUNT" has the meaning specified in Section 5.02.

          "WITHHELD AMOUNT NOTICE" has the meaning specified in Section 5.02.

          SECTION 1.02. CERTAIN REFERENCES . In this Agreement, the words
"hereof," "herein" and "hereunder", and words of similar import, shall refer to
this Agreement as a whole and not to any particular provision of this Agreement.
All section, schedule and exhibit references set forth in this Agreement are,
unless otherwise specified, references to such section in, or schedule or
exhibit to, this Agreement.


                                    ARTICLE 2

                 CONFIRMATION AND CREATION OF SECURITY INTERESTS

          SECTION 2.01. COLLATERAL TRUST ESTATE. The Company hereby confirms
that, pursuant to the terms of the Shared Collateral Security Agreement, the
Company has pledged and assigned to the Collateral Trustees for their benefit
and in trust for the equal and ratable benefit of the Representatives and the
Secured Holders, and has granted the Collateral Trustees for their benefit and
in trust for the equal and ratable benefit of the Representatives and the
Secured Holders a lien on and security interest in, the Shared Collateral
described therein. The Company hereby further pledges and assigns to the
Collateral Trustees for their benefit and in trust for the equal and ratable
benefit of the Representatives, on their behalf and on behalf of the Secured
Holders, and hereby grants to the Collateral Trustees for their benefit and in
trust for the equal and ratable benefit of the Representatives, on their behalf
and on behalf of the Secured Holders, a lien on and security interest in, the
following (collectively, the "ADDITIONAL SECURED HOLDERS COLLATERAL"):

          (i) the Shared Collateral Account established pursuant to Section
     3.01(a) with the Corporate Trustee at its offices at its corporate trust
     department in the State of Delaware and is, and shall at all times remain,
     under the sole dominion and control of the


<PAGE>

     Corporate Trustee, all funds held therein and all certificates and
     instruments, if any, from time to time representing each Shared Collateral
     Account;

          (ii) all Permitted Investments made in respect of the Shared
     Collateral Account from time to time and all certificates and instruments,
     if any, from time to time representing or evidencing such Permitted
     Investments;

          (iii) all notes, certificates of deposit, deposit accounts, checks and
     other instruments from time to time delivered to or otherwise possessed by
     the Collateral Trustees for or on behalf of the Company in substitution for
     or in addition to any or all of the then existing Additional Secured
     Holders Collateral;

          (iv) all interest, income, dividends, instruments and other property
     and assets from time to time received, receivable or otherwise distributed
     in respect of or in exchange for any or all of the then existing Additional
     Secured Holders Collateral referred to in clauses (i) through (iii) of this
     Section 2.01(a);

          (v) any other property and assets of the Company or any of its
     successors and assigns as the Company, any such successor or any such
     assign may, from time to time, upon notice to the Collateral Trustees,
     grant to the Collateral Trustees as collateral hereunder for their benefit
     and in trust for the equal and ratable benefit of the Representatives, on
     their behalf and on behalf of the Secured Holders (the "SUCCESSOR
     COLLATERAL"), together with all agreements, instruments and other documents
     creating, evidencing or relating to any of the Successor Collateral (the
     "SUCCESSOR COLLATERAL AGREEMENTS"); and

          (vi) all proceeds of any and all of the foregoing Additional Secured
     Holders Collateral (including, without limitation, proceeds that constitute
     property and assets of the types described in clauses (i) through (v) of
     this Section 2.01(a)) and, to the extent not otherwise included, all (A)
     payments under any indemnity, warranty or guaranty payable with respect to
     any of the foregoing Additional Secured Holders Collateral, and (B) cash.

               SECTION 2.02. HOLDERS COLLATERAL ACCOUNT. The Company hereby
     pledges and assigns to the Collateral Trustee, and grants the Collateral
     Trustee a lien on and security interest in the Holders Collateral Account
     created pursuant to Section 3.02 and all funds on deposit and all
     investments, interest, income and proceeds thereof and therefrom in the
     Holders Collateral Account, and all certificates and instruments, if any,
     from time to time representing the foregoing, in trust for the benefit of
     the Representative on behalf of the Holders of Existing Notes issued from
     time to time pursuant to the Existing Notes Agreement.

               SECTION 2.03. SECURITY FOR OBLIGATIONS. All of the right, title
     and interest of the Collateral Trustees in and to the Collateral Trust
     Estate secures the payment of all of the Shared Collateral Obligations now
     or hereafter existing under or in


<PAGE>

     respect of the Secured Indebtedness Agreements and the performance of, and
     the compliance with, all of the covenants and conditions of this Agreement,
     the other Shared Collateral Documents and the Secured Indebtedness
     Agreements. The Holders Collateral Account secures the payment of the
     Shared Collateral Obligations arising out of or evidenced by the respective
     Existing Notes Agreements and the Existing Notes issued thereunder, and for
     the performance and compliance with the covenants and conditions in this
     Agreement and such Existing Notes Agreement. Without limiting the
     generality of the foregoing, the Collateral Trust Estate and the Holders
     Collateral Account secures the payment of all amounts that constitute part
     of the Shared Collateral Obligations and would be owed by the Company to
     the Collateral Trustees, any Representative or any Secured Holder under the
     Shared Collateral Documents or the Secured Indebtedness Agreements but for
     the fact that they are unenforceable or not allowable due to the existence
     of a bankruptcy, reorganization or similar proceeding involving the
     Company.


                                    ARTICLE 3

                              COLLATERAL ACCOUNTS

          SECTION 3.01. SHARED COLLATERAL ACCOUNT. (a) So long as any Shared
Collateral Obligations remain outstanding under the Loan Documents or any
Existing Note shall remain outstanding, a non-interest bearing cash collateral
account (the "SHARED COLLATERAL ACCOUNT") for the Secured Holders in respect of
the Secured Indebtedness Agreements shall be maintained by the Corporate Trustee
at its offices at its corporate trust department in the State of Delaware in
accordance with the terms of this Agreement. All moneys that are received by the
Collateral Trustees upon the occurrence and during the continuance of an
Actionable Default, upon liquidation or otherwise in respect of the Shared
Collateral shall be deposited in the Shared Collateral Account and, thereafter,
shall be held and applied by the Corporate Trustee all in accordance with the
terms of this Agreement.

          (b) The Corporate Trustee shall, subject to the provisions of Section
4.01, from time to time (i) invest amounts on deposit in the Shared Collateral
Account and the Holders Collateral Account referred to below in Permitted
Investments and (ii) invest interest paid on such Permitted Investments, and
reinvest other proceeds of any such Permitted Investments that may mature or be
sold, in additional Permitted Investments, in each case at the direction of the
Company so long as no Actionable Default shall have occurred and be continuing
and at the direction of the Majority Representatives if an Actionable Default
shall have occurred and be continuing. Interest and proceeds that are not
invested or reinvested in Permitted Investments as provided in the immediately
preceding sentence shall be deposited and held in the Shared Collateral Account
or the Holders Collateral Account, as the case may be. Notwithstanding the
foregoing, the Corporate Trustee shall, to the extent possible, invest any funds
to be distributed on a Distribution Date in Permitted Investments that shall
mature or become liquid on or prior to such Distribution Date. All Permitted
Investments made in respect of the Shared Collateral Account or the Holders
Collateral Account and all interest and income received thereon and


<PAGE>

therefrom and the net proceeds realized on the maturity or sale thereof shall be
held in the Shared Collateral Account as part of the Collateral Trust Estate or
in the Holders Collateral Account pursuant to the terms hereof, as the case may
be.

          (c) The Shared Collateral Account and the Holders Collateral Account
shall be subject to such applicable laws, and such applicable regulations of the
Board of Governors of the Federal Reserve System and of any other appropriate
banking or Regulatory Authority, as are in effect from time to time.

          SECTION 3.02 HOLDERS COLLATERAL ACCOUNT. The Corporate Trustee shall
establish a cash collateral account to be maintained by, and under the exclusive
dominion and control of, the Corporate Trustee in the State of Delaware for the
benefit of the Indenture Trustee, as trustee for the Holders of Existing Notes
issued under the Existing Holders Agreement (the "HOLDERS COLLATERAL ACCOUNT").
The Collateral Trustee's duties, liabilities and rights with respect to the
Holders Collateral Account shall be the same as its duties, liabilities and
rights with respect to the Collateral Trust Estate unless otherwise stated
herein.

                                    ARTICLE 4

                          ACTIONABLE DEFAULTS; REMEDIES


          SECTION 4.01. ACTIONABLE DEFAULT NOTICE. (a) If, at any time, a
default under any Secured Indebtedness Agreement shall have occurred and be
continuing and, as a result thereof, any Representative or any Lender Party
under, or the percentage of Holders of Existing Notes specified in, the
applicable Secured Indebtedness Agreement (any such party or percentage of
Holders of Existing Notes being a "DEFAULTED AGREEMENT PARTY") has the right
thereunder (without the delivery of any further notice or the requirement that
any further time elapse) to declare all of the Shared Collateral Obligations of
the Company under such Secured Indebtedness Agreement to be due and payable
prior to the stated maturity thereof (any such default being an "ACTIONABLE
DEFAULT"), and if such Defaulted Agreement Party gives the Collateral Trustees a
notice (an "ACTIONABLE DEFAULT NOTICE") stating:

          (i) the nature of the Actionable Default;

          (ii) the action requested to be taken by the Collateral Trustees with
     respect to the Shared Collateral and the Shared Collateral Documents (which
     action may include, without limitation, the calling of a meeting of the
     Representatives or the institution of any remedies provided by law or this
     Agreement or any Shared Collateral Document); and

          (iii) that such Defaulted Agreement Party requests the Collateral
     Trustees to poll the Representatives with respect to such action,

then the Collateral Trustees shall forthwith send a copy of the Actionable
Default Notice to each Representative and poll the Representatives as to whether
they favor the Collateral Trustees


<PAGE>

taking such action. If the Majority Representatives shall have directed the
Collateral Trustees to commence the action set forth in the Actionable Default
Notice (whether or not such poll shall have been taken or completed), then,
subject to Section 4.01(b) and the right of the Collateral Trustees to commence
such action under the Shared Collateral Documents, the Collateral Trustees shall
forthwith undertake such action. The Collateral Trustees shall, subject to
Section 4.01(b) and Section 4.08, follow the directions of the Majority
Representatives with respect to the time, method and place of taking any action
requested in an Actionable Default Notice or, if no such direction is provided,
shall take such action in the manner they deem advisable in order to protect and
preserve the interests of the Secured Holders. Each Collateral Trustee shall be
entitled to assume conclusively that no Actionable Default has occurred and is
continuing until it receives an Actionable Default Notice.

          (b) If the Actionable Default which was the basis for the giving of an
Actionable Default Notice shall be cured or waived in accordance with the terms
of the applicable Secured Indebtedness Agreement, the Defaulted Agreement Party
which gave such Actionable Default Notice shall promptly notify the Collateral
Trustees of such cure or waiver, whereupon (i) such Actionable Default Notice
shall be deemed withdrawn, (ii) the Collateral Trustees shall notify each
Representative of such withdrawal and (iii) any direction to the Collateral
Trustees to take any action in connection with such Actionable Default Notice
shall be deemed rescinded. If in connection solely with such withdrawn
Actionable Default Notice the Collateral Trustees shall have been directed to
take, and shall have commenced taking but shall not have completed, any action,
the Collateral Trustees shall promptly terminate any such action which they
shall not also have been directed to take in connection with an Actionable
Default Notice other than that withdrawn.

          SECTION 4.02. DIRECTION BY REPRESENTATIVES. As to any matters not
expressly provided for under this Agreement or the other Shared Collateral
Documents (including, without limitation, matters relating to enforcement and
collection of the Shared Collateral Obligations), the Collateral Trustees shall
not be required to exercise any discretion or to take any action under this
Agreement or the other Shared Collateral Documents, or in respect of the Shared
Collateral, but shall be required to act or to refrain from acting (and shall be
fully protected in acting or refraining from acting) in accordance with the
instructions of the Majority Representatives.

          SECTION 4.03. RIGHT TO INITIATE JUDICIAL PROCEEDINGS, ETC. (a) Upon
the occurrence of and during the continuance of any Actionable Default, the
Corporate Trustee, and if the Corporate Trustee deems necessary or desirable,
the Individual Trustee, jointly or individually as the Corporate Trustees my
determine, (i) shall have the right and power to institute and maintain such
suits and proceedings as it or they, as the case may be, or the Majority
Representatives may deem appropriate to protect and enforce the rights vested in
them by this Agreement and the other Shared Collateral Documents and (ii) may
either, after entry or without entry, proceed by suit or suits at law or in
equity to enforce such rights and to foreclose upon the Shared Collateral and to
dispose of, collect or otherwise realize upon, all or any portion of the
Collateral Trust Estate under the judgment or decree of a court of competent
jurisdiction.


<PAGE>

          (b) If a receiver of the Collateral Trust Estate shall be appointed in
judicial proceedings, the Collateral Trustees may be appointed as such receiver.
Notwithstanding the appointment of a receiver, the Collateral Trustees shall be
entitled to retain possession and control of all cash held by or deposited with
them or their agents or co-trustees pursuant to any provision of this Agreement
or any other Shared Collateral Document.

          SECTION 4.04. REMEDIES NOT EXCLUSIVE. (a) No remedy conferred upon or
reserved to the Collateral Trustees herein or in the Shared Collateral Documents
is intended to be a limitation exclusive of any other remedy or remedies, but
every such remedy shall be cumulative and shall be in addition to every other
remedy conferred herein or in the Shared Collateral Documents or now or
hereafter existing at law or in equity or by statute.

          (b) No delay or omission of either of the Collateral Trustees to
exercise any right, remedy or power accruing upon any Actionable Default shall
impair any such right, remedy or power or shall be construed to be a waiver of
any such Actionable Default or any acquiescence therein; and every right, power
and remedy given by this Agreement or any Shared Collateral Document to the
Collateral Trustees may be exercised from time to time and as often as may be
deemed expedient by the Collateral Trustees.

          (c) In case either of the Collateral Trustees shall have proceeded to
enforce any right, remedy or power under this Agreement or any Shared Collateral
Document and the proceeding for the enforcement thereof shall have been
discontinued or abandoned for any reason or shall have been determined adversely
to such Collateral Trustee, then and in every such case the Company, the
Collateral Trustees, the Representatives and Secured Holders shall, subject to
any determination in such proceeding, severally be restored to their former
positions and rights hereunder and under such Shared Collateral Document with
respect to the Collateral Trust Estate, the Shared Collateral Account, the
Holders Collateral Account and in all other respects, and thereafter all rights,
remedies and powers of such Collateral Trustee shall continue as though no such
proceeding had been taken.

          (d) The Company expressly agrees that all rights of action and rights
to assert claims upon or under this Agreement and the Shared Collateral
Documents may be enforced by the Collateral Trustees without the possession of
any debt instrument or the production thereof in any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Collateral
Trustees shall be brought in either of their names as Collateral Trustee and any
recovery of judgment shall be held as part of the Collateral Trust Estate or the
Holders Collateral Account, as the case may be; PROVIDED that nothing in this
Section 4.04(d) shall constitute a waiver of any right that the Company may have
or may hereafter acquire to challenge the amounts outstanding under the Existing
Notes.

          SECTION 4.05. WAIVER OF CERTAIN RIGHTS. The Company, on behalf of
itself and all who may claim through or under it, including, without limitation,
any and all subsequent Affiliates, creditors, vendees, assignees and lienors,
expressly waives and releases, to the fullest extent permitted by law, any,
every and all rights to demand or to have any marshalling of the


<PAGE>

Collateral Trust Estate upon any enforcement of any Shared Collateral Document,
including, without limitation, upon any sale, whether made under any power of
sale herein granted or pursuant to judicial proceedings or upon any foreclosure
or any enforcement of any Shared Collateral Document or this Agreement and
consents and agrees that all the Collateral Trust Estate and any such sale may
be offered and sold as an entirety. Provided no Actionable Default shall have
occurred and be continuing, the Collateral Trustees will not take any action
that would constitute or result in any transfer of control or assignment of any
Federal Communication Commission (the "FCC") licenses or any transfer of control
or assignment of any interest in any Loan Party without obtaining all necessary
FCC and other Regulatory Authority approvals solely to the extent such approvals
are required by law.

          SECTION 4.06. LIMITATION ON COLLATERAL TRUSTEES' DUTIES IN RESPECT OF
SHARED COLLATERAL. Beyond the duties set forth in this Agreement, the Collateral
Trustees shall not have any duty to the Company and the Representatives as to
any Shared Collateral in the Collateral Trustees' possession or control or in
the possession or control of any agent or nominee of the Collateral Trustees or
any income thereon or as to the preservation of rights against prior parties or
any other rights pertaining thereto, EXCEPT that each Collateral Trustee shall
be liable for its failure to exercise ordinary care in the handling of moneys
and securities actually received by it.

          SECTION 4.07. LIMITATION BY LAW. All rights, remedies and powers
provided by this Article 4 may be exercised only to the extent that the exercise
thereof does not violate any applicable provision of law, and all the provisions
of this Article 4 are intended to be subject to all applicable mandatory
provisions of law which may be controlling and to be limited to the extent
necessary so that they will not render this Agreement invalid, unenforceable in
whole or in part or, if the Representatives elect that this Agreement should be
recorded, registered or filed, not entitled to be recorded, registered, or filed
under the provisions of any applicable law.

          SECTION 4.08. ABSOLUTE RIGHTS OF SECURED HOLDERS AND REPRESENTATIVES.
Notwithstanding any other provision of this Agreement or any of the other Shared
Collateral Documents, each of the Representatives and each of the Secured
Holders has an absolute and unconditional right to receive payment of all of the
Shared Collateral Obligations owing to such Representative or such Secured
Holder, as the case may be, when the same becomes due and payable and at the
time and place and otherwise in the manner set forth in the applicable Secured
Indebtedness Agreements, and the right of each such Representative and each such
Secured Holder to institute proceedings for the enforcement of such payment on
or after the date such payment becomes due and to assert its position as a
secured creditor in a proceeding under the Bankruptcy Code in which the Company
is a debtor, and the obligation of the Company to pay all of the Shared
Collateral Obligations owing to each of the Representatives and each of the
Secured Holders at the time and place expressed therein, shall not be impaired
or affected without the consent of such Representative or such Secured Holder.
In addition, the right of any Secured Holder or any Representative, on behalf of
itself or on behalf of any such Secured Holder, to receive payment or security
from sources other than the Shared Collateral or the Holders Collateral Account
shall not be, and is not hereby, impaired or affected in any manner. Without
limiting the generality of the foregoing provisions of this Section 4.08, no
Secured


<PAGE>

Holder and no Representative, on behalf of itself or on behalf of any Secured
Holder, shall be obligated to share with any other Secured Holder or any other
Representative any proceeds of any collateral, guaranty or right of setoff other
than pursuant to, and to the extent expressly required under, this Agreement and
the other Secured Indebtedness Agreements; nor shall any Secured Holder's or any
Representative's right to receive its ratable share of any amounts maintained in
the Shared Collateral Account or Holders Collateral Account, if any, or any
proceeds of any of the Shared Collateral, or any part thereof, under the terms
of this Agreement and the other Shared Collateral Documents be diminished or
affected in any way by its right to receive proceeds of any other collateral or
right of setoff, or payment upon a guaranty or from any other source.

          SECTION 4.09. EQUAL AND RATABLE SECURITY. This Agreement is intended
solely to comply with the provisions of the Existing Notes Agreements to secure
the unpaid principal of, premium, if any, and accrued interest on the Existing
Notes, equally and ratably with the Shared Collateral Obligations arising under
the Loan Documents. To the extent that the rights and benefits herein conferred
on the Holders of the Existing Notes or the Indenture Trustee shall be held to
exceed the rights and benefits required so to be conferred by such provisions,
such rights and benefits shall be limited so as to provide to such Holders and
such Indenture Trustee only those rights and benefits that are required by such
provisions. Any and all rights not herein expressly given to the Indenture
Trustee are expressly reserved to the Administrative Agent and the Lender
Parties, it being understood that in the absence of a requirement to provide
equal and ratable security set forth in the Existing Note Agreements, this
Agreement would not have been accepted by the Administrative Agent or the Lender
Parties.


                                    ARTICLE 5

                            APPLICATION OF PROCEEDS

          SECTION 5.01. APPLICATION OF PROCEEDS. (a) If, following the
acceleration of the principal amount of the Shared Collateral Obligations under
any Secured Indebtedness Agreement and pursuant to the exercise of any remedy
set forth in any Shared Collateral Documents, any Shared Collateral is sold or
otherwise realized upon by the Corporate Trustee, the proceeds received by the
Corporate Trustee in respect of such Shared Collateral and all moneys held by
the Corporate Trustee in the Shared Collateral Account shall, to the extent
available for distribution, be distributed by the Corporate Trustee (or, in the
case of moneys allocated to the Holders of Existing Notes, applied by the
Corporate Trustee to the Holders Collateral Account pursuant to Section 5.04) on
each Distribution Date as follows:

          FIRST, to the payment (in such priority as the Corporate Trustee shall
     elect, but without duplication) of all reasonable legal fees and expenses
     and other reasonable costs or expenses or other liabilities of any kind
     incurred by the Collateral Trustees as secured parties under any Shared
     Collateral Document or otherwise in connection with any Shared Collateral
     Document or this Agreement (including, without limitation, any


<PAGE>

     reasonable costs or expenses or liabilities incurred in connection with
     the sale of any assets covered by any Shared Collateral Document, or in the
     operation or maintenance of any of the assets covered by any Shared
     Collateral Document), including the reimbursement to any Representative
     of any amounts theretofore advanced by such Representative for the payment
     of such fees, costs and expenses, except only for any such fees, expenses,
     costs or liabilities incurred by any Collateral Trustee as a result of its
     gross negligence or willful misconduct in performing or failing to perform
     any of its duties to the parties hereto expressly set forth herein;
     PROVIDED, HOWEVER, that nothing herein is intended to relieve the Company
     of its duties to pay such costs, fees, expenses and liabilities otherwise
     payable to the Collateral Trustees from funds outside of the Shared
     Collateral Account, as required by this Agreement and the Credit Agreement.

          SECOND, to the Collateral Trustees (without duplication) in an amount
     equal to the Collateral Trustees' Fees which are unpaid as of the
     Distribution Date and to any Representative which has theretofore advanced
     or paid any such Collateral Trustees' Fees in an amount equal to the amount
     thereof so advanced or paid by such Representative prior to such
     Distribution Date; PROVIDED, HOWEVER, that nothing herein is intended to
     relieve the Company of its duties to pay such fees and claims from funds
     outside of the Shared Collateral Account, as required by this Agreement and
     the Credit Agreement.

          THIRD, pursuant to paragraph (b) below, ratably to the Representatives
     on behalf of the Secured Holders.

          FOURTH, any surplus remaining after the indefeasible cash payment in
     full of the Shared Collateral Obligations shall, pursuant to the provisions
     of Section 8.02, be paid to the Company, its successors or assigns, or to
     whomsoever may be lawfully entitled to receive the same, or as a court of
     competent jurisdiction may direct.

          (b) In order to determine the ratable amount to be distributed to each
of the Representatives pursuant to clause THIRD above, unless otherwise directed
in writing by the Representatives, the Corporate Trustee may rely (subject to
the provisions of Section 5.02) on a certificate of an Authorized Officer of the
Company setting forth the Shared Collateral Obligations (identified by type and
amount) outstanding under each Secured Indebtedness Agreement.

          SECTION 5.02. APPLICATION OF WITHHELD AMOUNTS. If at any time any
proceeds of Collateral collected or received by the Collateral Trustees are
distributable pursuant to Section 5.01 to any Representative, and if such
Representative shall give notice (each, a "WITHHELD AMOUNT NOTICE") that all or
a portion of such proceeds (each such amount, a "WITHHELD AMOUNT") shall be held
by the Collateral Trustees pending the application thereof to Shared Collateral
Obligations, then, notwithstanding the provisions of Section 5.01, the
Collateral Trustees shall hold such Withheld Amount in the Shared Collateral
Account or Holders Collateral Account, as the case may be, until such time as
the applicable Representative


<PAGE>

shall request the delivery thereof for application to Shared Collateral
Obligations pursuant to the provisions of Section 5.03.

          SECTION 5.03. RELEASE OF AMOUNTS IN COLLATERAL ACCOUNTS. (a) Amounts
on deposit in the Shared Collateral Account with respect to the Shared
Collateral Obligations shall be paid to the applicable Representative or
deposited into the Holders Collateral Account pursuant to Section 5.04 upon
receipt by the Corporate Trustee of a certificate of such Representative setting
forth, (i) in the case of the Representative for the Lender Parties, the name of
the Person to whom payment should be made, the amount to be delivered to such
Person and including appropriate payment instructions, and (ii) in the case of
the Representative for the Holders of the Existing Notes, stating that such
amount will be applied to the payment of Shared Collateral Obligations and
directing such amounts to be paid into the Holders Collateral Account.

          (b) If, at any time, funds are on deposit in the Holders Collateral
Account and the principal of and accrued interest on and all other amounts due
in respect of such Existing Notes have been paid in full, such funds shall be
distributed and applied in accordance with the provisions of Section 5.01
hereof.

          (c) All interest received on the investments in the Shared Collateral
Account or the Holders Collateral Account shall be part of such account.

          SECTION 5.04. SHARED COLLATERAL ACCOUNT AS SECURITY. Upon the
occurrence and during the continuance of an Actionable Default, any amounts on
deposit in the Shared Collateral Account shall at the request, or may with the
consent, of the Majority Representatives be distributed to the appropriate
Representatives, for their benefit and the benefit of the Secured Holders;
PROVIDED that any amounts that would otherwise be distributed to the Indenture
Trustee pursuant to this Section 5.04 shall be deposited in the Holders
Collateral Account and, upon acceleration of the Shared Collateral Obligations
outstanding under the Indenture, all amounts remaining in the Holders Collateral
Account at such time shall, at the request of such Indenture Trustee, be
released and paid to such Indenture Trustee for the benefit of the Holders of
Existing Notes represented thereby for distribution in a manner not inconsistent
with the terms of the Indenture.


                                    ARTICLE 6

                     AGREEMENTS WITH THE COLLATERAL TRUSTEE

          SECTION 6.01. DELIVERY OF AGREEMENTS. On the Closing Date, the Company
will deliver to the Collateral Trustees a true and complete copy of each Secured
Indebtedness Agreement and of each Shared Collateral Document as in effect on
the Closing Date. The Company agrees that, promptly upon the execution thereof,
the Company will deliver to the Collateral Trustees a true and complete copy of
any and all Shared Collateral Documents entered

<PAGE>

     into subsequent to the date hereof and a true and complete copy of any and
     all amendments, modifications or supplements to any of the foregoing.

               SECTION 6.02. INFORMATION AS TO REPRESENTATIVES. The Company
     agrees that it shall deliver to the Collateral Trustees from time to time
     upon request of the Collateral Trustees a list setting forth, for each
     Secured Indebtedness Agreement, (a) the aggregate principal amount
     outstanding thereunder, (b) the accrued and unpaid interest thereunder, (c)
     the accrued and unpaid fees (if any) thereunder, (d) the names of the
     Representatives and of the Secured Holders (to the extent known to the
     Company) of the Secured Indebtedness outstanding thereunder and the unpaid
     principal amount thereof, all accrued interest thereon, all accrued fees
     (if any) thereunder and all other unpaid amounts thereunder known to the
     Company, owing to each such Representative, for its own account and on
     behalf of such Secured Holders and (e) such other information regarding the
     Representatives, such Secured Holders and the Secured Indebtedness
     Agreements as the Collateral Trustees may reasonably request. In addition,
     the Company shall deliver to the Collateral Trustees, each time a
     distribution from the Collateral Trust Estate, the Shared Collateral
     Account or the Holders Collateral Account is to be made pursuant to the
     terms hereof, a certificate of an Authorized Officer, setting forth the
     amounts to be distributed and the Persons to whom such distributions are to
     be made, including appropriate payment instructions therefor, PROVIDED,
     that if any distribution is directed to be made to the Indenture Trustee as
     a Representative, if the Indenture Trustee shall have notified the
     Collateral Trustees in writing that such Indenture Trustee is unable to
     accept such distribution, such distribution shall be made instead to the
     Holders Collateral Account. The Company will furnish to the Collateral
     Trustees on the Closing Date a list setting forth the name and address of
     each Representative and each Person to whom notices must be sent under the
     Secured Indebtedness Agreements and the Company agrees to furnish promptly
     to the Collateral Trustees any changes or additions to such list. Unless
     otherwise specified herein, the Collateral Trustees may for all purposes
     hereunder, rely on such information given by the Company unless (i) the
     Collateral Trustees shall have actual knowledge of an inaccuracy or (ii)
     any Representative shall provide contrary information with respect to such
     Representative in which case, unless such Representative and the Company
     can reach an agreement on such issue within a period of 10 days, the
     Collateral Trustees shall appoint an independent arbitrator (who shall be
     reasonably acceptable to the Company and such Representative) to resolve
     the dispute (at the expense of the Company).

               SECTION 6.03. COMPENSATION AND EXPENSES. The Company agrees to
     pay to the Collateral Trustees and any co-trustees or successor trustees
     appointed hereunder, from time to time upon demand, (a) reasonable
     compensation for their services hereunder and under the Shared Collateral
     Documents and for administering the Collateral Trust Estate, the Shared
     Collateral Account and the Holders Collateral Account and (b) all the fees,
     costs and expenses incurred by any of them (including, without limitation,
     the reasonable fees and disbursements of counsel) (i) arising in connection
     with the preparation, execution, delivery, modification and termination of
     this Agreement and each Shared Collateral Document or the enforcement of
     any of the provisions hereof or thereof or (ii) incurred or required to be
     advanced in connection with the administration of the Collateral Trust
     Account, the sale or other disposition of Shared Collateral pursuant to any
     Shared

<PAGE>

     Collateral Document and the preservation, protection or defense of their
     rights under this Agreement and in and to the Shared Collateral, the Shared
     Collateral Account, the Holders Collateral Account and the  Collateral
     Trust Estate. As security for such payment, the Collateral Trustees shall
     have a prior lien upon all Shared Collateral and other property and funds
     held or collected by the Collateral Trustees as part of the Collateral
     Trust Estate. The Company's obligations under this Section 6.03 shall
     survive the termination of the other provisions of this Agreement.

               SECTION 6.04. STAMP AND OTHER SIMILAR TAXES. The Company agrees
     to indemnify and hold harmless the Collateral Trustees, each Representative
     and each Secured Holder from any present or future claim for liability for
     any stamp or other similar tax and any penalties or interest with respect
     thereto, which may be assessed, levied or collected by any jurisdiction in
     connection with this Agreement, any Shared Collateral Document, the
     Collateral Trust Estate, the Shared Collateral Account, the Holders
     Collateral Account or any Shared Collateral. The obligations of the Company
     under this Section 6.04 shall survive the termination of the other
     provisions of this Agreement.

               SECTION 6.05. FILING FEES, EXCISE TAXES, ETC. The Company agrees
     to pay or to reimburse the Collateral Trustees for any and all amounts in
     respect of all search, filing, recording and registration fees, taxes,
     excise taxes and other similar imposts which may be payable or determined
     to be payable in respect of the execution, delivery, performance and
     enforcement of this Agreement and each Shared Collateral Document. The
     obligations of the Company under this Section 6.05 shall survive the
     termination of the other provisions of this Agreement.

               SECTION 6.06. INDEMNIFICATION. (a) The Company agrees to pay,
     indemnify, and hold harmless the Collateral Trustees and each of the agents
     of either thereof from and against any and all liabilities, obligations,
     losses, damages, penalties, actions, judgments, suits, costs, expenses or
     disbursements of any kind or nature whatsoever (including, without
     limitation, the costs and expenses of defending any claim against any of
     them) with respect to the execution, delivery, enforcement, performance and
     administration of this Agreement and the Shared Collateral Documents unless
     and to the extent arising from the gross negligence or willful misconduct
     of such of the Collateral Trustees or such of the agents thereof as are
     seeking indemnification or any failure of any Collateral Trustee or any
     such agent to exercise ordinary care in the handling of moneys and
     securities actually received by any such Collateral Trustee or any such
     agent. As security for such payment, any such Collateral Trustee shall have
     a prior lien upon all Shared Collateral and other property and funds held
     or collected by the Collateral Trustees as part of the Collateral Trust
     Estate.

               (b) In any suit, proceeding or action brought by the Collateral
     Trustees under or with respect to any Shared Collateral Document or the
     Shared Collateral for any amount owing thereunder, or to enforce any
     provisions thereof, the Company will save, indemnify and hold harmless the
     Collateral Trustees, the Representatives and the Secured Holders from and
     against all expense, loss or damage suffered by reason of any defense,
     set-off, counterclaim,

<PAGE>

     recoupment or reduction of liability whatsoever of the obligee thereunder
     (unless and to the extent that such expense, loss or damage is caused by
     the gross negligence or willful misconduct of the such Collateral Trustee
     or the failure of any Collateral Trustee to exercise ordinary care in the
     handling of moneys and securities actually received by such Collateral
     Trustee), arising out of a breach by the Company of any obligation
     thereunder or arising out of any other agreement, indebtedness or liability
     at any time owing to or in favor of such obligee or its successors from the
     Company and all such obligations of the Company shall be and remain
     enforceable against and only against the Company and shall not be
     enforceable against the Collateral Trustees, any Representative or
     any Secured Holder. The agreements in this Section 6.06 shall survive the
     termination of the other provisions of this Agreement.

               SECTION 6.07. FURTHER ASSURANCES. (a) The Company agrees, from
     time to time, at its own expense to execute, acknowledge, deliver, record,
     re-record, file, re-file, register and re-register, and cause any of its
     Subsidiaries, if any, to promptly execute, acknowledge, deliver, record,
     re-record, file, re-file, register and re-register any and all such further
     acts, financing statements and continuations thereof, notices of
     assignment, transfers, certificates, assurances and other instruments as
     may be necessary or desirable, or as any Collateral Trustee, any
     Representative, any Secured Holder through its Representative, the
     Administrative Agent, or any Lender Party through the Administrative Agent,
     may reasonably request from time to time in order (i) to carry out more
     effectively the purposes or this Agreement, (ii) to subject to the liens
     and security interests created by any of the Shared Collateral Documents
     any of the properties, rights or interests of the Company covered or now or
     hereafter intended to be covered by any of the Shared Collateral Documents,
     (iii) to perfect and maintain the validity, effectiveness and priority of
     any of the Shared Collateral Documents and the liens and security interests
     intended to be created thereby, (iv) to better assure, convey, grant,
     assign, transfer, preserve, protect and confirm unto the Collateral
     Trustees, the Representatives, the Secured Holders and the Lender Parties
     the rights granted or now or hereafter intended to be granted to the
     Collateral Trustees, the Representatives, the Secured Holders and/or the
     Lender Parties under any Shared Collateral Document or under any other
     instrument executed in connection with any Shared Collateral Document to
     which it is or may become a party, and (v) to enable the Collateral
     Trustees to exercise and enforce their rights and remedies hereunder and
     under each Shared Collateral Document with respect to any Shared
     Collateral; PROVIDED, HOWEVER, that this Section 6.07 shall not be
     construed to require the Company to grant any interest in Shared Collateral
     other than pursuant to this Agreement, the Credit Agreement or any Shared
     Collateral Document. Without limiting the generality of the foregoing, the
     Company will take any such action required to be taken by it pursuant to
     any Shared Collateral Document.

               (b) The Company hereby authorizes the Collateral Trustees to file
     one or more financing or continuation statements, and amendments thereto,
     relative to all or any part of the Shared Collateral without the signature
     of the Company where permitted by law. A photocopy or other reproduction of
     this Agreement, any Shared Collateral Document or any financing statement
     covering the Shared Collateral or any part thereof shall be sufficient as a
     financing statement where permitted by law.

<PAGE>

               (c) The Company will furnish such information about the Shared
     Collateral as the Collateral Trustees may reasonably request from time to
     time.

                                          ARTICLE 7

                                   THE COLLATERAL TRUSTEE

               SECTION 7.01. DECLARATION OF TRUST. Each of the Corporate Trustee
     and the Individual Trustee, for itself and its successors, hereby accepts
     the trusts created by this Agreement upon the terms and conditions hereof,
     including those contained in this Article 7. Further, each of the Corporate
     Trustee and the Individual Trustee, for itself and its successors, does
     hereby declare that it will hold all of the estate, right, title and
     interest in (a) the Collateral Trust Estate and the Shared Collateral
     Account for the equal and ratable benefit of the Representatives and the
     Secured Holders as provided herein, and (b) the Holders Collateral Account
     upon the trust herein set forth and for the benefit of the Representative
     on behalf of the Holders of the Existing Notes as provided herein.

               SECTION 7.02. EXCULPATORY PROVISIONS. (a) The Collateral Trustees
     shall not be responsible in any manner whatsoever for the correctness of
     any recitals, statements, representations or warranties contained herein or
     in the Shared Collateral Documents, all of which are made solely by the
     Company. The Collateral Trustees make no representations as to the value or
     condition of the Collateral Trust Estate, the Shared Collateral Account,
     the Holders Collateral Account or any part thereof, or as to the title of
     the Company thereto or as to the security afforded by the Shared Collateral
     Documents or this Agreement, or as to the validity, execution (except its
     own execution), enforceability, legality or sufficiency of this Agreement,
     any Shared Collateral Document or any Secured Indebtedness Agreement, and
     the Collateral Trustees shall incur no liability or responsibility in
     respect of any such matters. The Collateral Trustees shall not be
     responsible for insuring the Collateral Trust Estate or for the payment of
     taxes, charges, assessments or liens upon the Collateral Trust Estate or
     otherwise as to the maintenance of the Collateral Trust Estate or the
     Shared Collateral Account or the Holders Collateral Account, except that in
     any event that any Collateral Trustee enters into possession of a part or
     all of the Collateral Trust Estate, the Shared Collateral Account or the
     Holders Collateral Account, such Collateral Trustee, shall preserve the
     part in its possession.

               (b) The Collateral Trustees shall not be required to ascertain or
     inquire as to the performance by the Company of any of the covenants or
     agreements contained herein, in any Secured Indebtedness Agreement.

               SECTION 7.03. DELEGATION OF DUTIES. The Collateral Trustees may
     execute any of the trusts or powers hereof and perform any duty hereunder
     either directly or by or through agents or attorneys-in-fact (which shall
     not include officers and employees of the Company or any Affiliate of the
     Company). The Collateral Trustees shall be entitled to rely upon advice of
     counsel concerning all matters pertaining to such trusts, powers and
     duties. The Collateral

<PAGE>

     Trustees shall not be responsible for the negligence or misconduct of any
     agents or attorneys-in-fact reasonably selected by them in good faith.

               SECTION 7.04. RELIANCE BY COLLATERAL TRUSTEES. (a) Whenever in
     the administration of the trusts of this Agreement the Collateral Trustees
     shall deem it necessary or desirable that a matter be proved or established
     in connection with the taking, suffering or omitting any action hereunder
     by the Collateral Trustees unless otherwise provided herein, such matter
     (unless other evidence in respect thereof be herein specifically
     prescribed) may be deemed to be conclusively proved or established by a
     certificate of an Authorized Officer of the Company delivered to the
     Collateral Trustees and the Representatives, and such certificate shall
     constitute a full warranty to the Collateral Trustees for any action taken,
     suffered or omitted in reliance thereon unless (i) the Collateral Trustees
     shall have actual knowledge of an inaccuracy therein or (ii) any
     Representative shall provide contrary information with respect to such
     matter within 10 days of receipt thereof by such Representative, in which
     case unless such Representative and the Company can reach agreement on such
     issue within a period of 10 days, the Collateral Trustees shall appoint, at
     the expense of the Company, an independent arbitrator (who shall be
     reasonably acceptable to the Company and such Representative) to resolve
     the dispute.

               (b) The Collateral Trustees may consult with independent counsel
     (excluding, without limitation, counsel to or any employee of the Corporate
     Trustee, the Company or any Affiliate of the Company), and any opinion of
     such counsel shall be full and complete authorization and protection in
     respect of any action taken or suffered by them hereunder in accordance
     therewith unless such Collateral Trustee has actual knowledge of a reason
     to question the validity or accuracy of such opinion or of any assumptions
     expressed therein as the basis for such opinion. The Collateral Trustees
     shall have the right at any time to seek instructions concerning the
     administration of the Collateral Trust Estate or the Shared Collateral
     Account or the Holders Collateral Account from any court of competent
     jurisdiction.

               (c) The Collateral Trustees may rely, and shall be fully
     protected in acting, upon any resolution, statement, certificate,
     instrument, opinion, report, notice, request, consent, order, bond or other
     paper or document which they reasonably believe to be genuine and to have
     been signed or presented by the proper party or parties or, in the case of
     telecopies and telexes, to have been sent by the proper party or parties.
     In the absence of its gross negligence or willful misconduct, each
     Collateral Trustee may conclusively rely, as to the truth of the statements
     and the correctness of the opinions expressed therein, upon any notices,
     certificates or opinions furnished to such Collateral Trustee that conform
     to the requirements of this Agreement or any Shared Collateral Document.

               SECTION 7.05. LIMITATIONS ON DUTIES OF THE TRUSTEES. (a) The
     Collateral Trustees undertake to perform only the duties expressly set
     forth herein and no implied covenant or obligation shall be read into this
     Agreement against the Collateral Trustees.

<PAGE>

               (b) The Collateral Trustees may exercise the rights and powers
     granted to them by this Agreement and the Shared Collateral Documents, but
     only pursuant to the terms of this Agreement, and the Collateral Trustees
     shall not be liable with respect to any action taken or omitted by them in
     accordance with the direction of the Representatives.

               (c) Except as herein otherwise expressly provided, the Collateral
     Trustees shall not be under any obligation to take any action which is
     discretionary with the Collateral Trustees under the provisions hereof or
     under any Shared Collateral Document except upon the written request of the
     Representatives and subject to the provisions of Section 4.04(b). The
     Collateral Trustees shall make available for inspection and copying by each
     Representative each certificate or other paper furnished to the Collateral
     Trustees by the Company, by any Representative, or by any other Person,
     under or in respect of this Agreement, any Shared Collateral Document or
     any of the Collateral Trust Estate.

               (d) The Collateral Trustees shall be under no obligation to
     exercise any of the rights or powers vested in them by this Agreement at
     the request or direction of any Representatives pursuant to this Agreement,
     unless such Representatives shall have offered to the Collateral Trustees
     security or indemnity satisfactory to the Collateral Trustees against the
     costs, expenses and liabilities which might be incurred by them in
     compliance with such request or direction.

               SECTION 7.06. MONEYS TO BE HELD IN TRUST. All moneys received by
     the Corporate Trustee under or pursuant to any provision of this Agreement
     or any Shared Collateral Document shall be segregated and held in trust for
     the purposes for which they were paid or are held and the Corporate Trustee
     shall exercise ordinary care in the handling of any such moneys actually
     received by it. The Individual Trustee shall promptly turn over to the
     Corporate Trustee any Shared Collateral, or any part thereof, delivered to
     or received by the Individual Trustee.

               SECTION 7.07. RESIGNATION AND REMOVAL OF COLLATERAL TRUSTEES. (a)
     Each or both of the Collateral Trustees may at any time, by giving 30 days'
     prior written notice to the Company and the Representatives, resign and be
     discharged of their responsibilities hereby created, such resignation to
     become effective upon the appointment of a successor trustee or trustees by
     the Representatives, the acceptance of such appointment by such successor
     trustee or trustees and, unless an Actionable Default has occurred and is
     continuing, the consent to the appointment of such successor trustee or
     trustees by the Company. Either or both of the Collateral Trustees may be
     removed at any time (with or without cause) and a successor trustee or
     trustees appointed by the affirmative vote of the Representatives, subject
     to, unless an Actionable Default has occurred and is continuing, the
     consent of the Company, PROVIDED that the Collateral Trustees or either of
     them shall be entitled to their fees and expenses accrued to the date of
     removal. If either or both of the Collateral Trustees resigns or is removed
     as provided in this Section 7.07 the consent to the appointment of a
     successor trustee or trustees shall not be unreasonably withheld and shall
     be deemed to have been given if the Company shall not have reasonably
     objected to any proposed successor trustee or trustees within five Business
     Days of receipt of notice of the identity thereof from the Representatives.
     If no successor trustee or

<PAGE>

     trustees shall be appointed and approved within 30 days from the date of
     the giving of the aforesaid notice of resignation or within 30 days from
     the date of such vote for removal, the Collateral Trustees, shall, or any
     Representative may, apply to any court of competent jurisdiction to appoint
     a successor trustee or trustees to act until such time, if any, as a
     successor trustee or trustees shall have been appointed as above provided.
     Any successor trustee or trustees so appointed by such court shall
     immediately and without further act be superseded by any successor trustee
     or trustees approved by the Representatives as above  provided.

               (b) If at any time either or both of the Collateral Trustees
     shall become incapable of acting, or if at any time a vacancy shall occur
     in the office of the Collateral Trustees for any other cause, a successor
     trustee or trustees shall be appointed by the Representatives, subject to,
     unless an Actionable Default has occurred and is continuing, the consent of
     the Company, which consent shall not be unreasonably withheld, and the
     powers, duties, authority and title of the predecessor trustee or trustees
     terminated and cancelled without procuring the resignation of such
     predecessor trustee or trustees, and without any formality (except as may
     be required by applicable law) other than appointment and designation of a
     successor trustee or trustees in writing, duly acknowledged, delivered to
     the predecessor trustee or trustees and the Company and filed for record in
     each public office, if any, in which this Agreement is required to be
     filed.

               (c) The appointment and designation referred to in Section
     7.07(b) shall, after any required filing, be full evidence of the right and
     authority to make the same and of all the facts therein recited, and this
     Agreement shall vest in such successor trustee or trustees, without any
     further act, deed or conveyance, all of the estate and title of its
     predecessor, and upon such filing for record the successor trustee or
     trustees shall become fully vested with all the estates, properties,
     rights, powers, trusts, duties, authority and title of its predecessor; but
     such predecessor shall, nevertheless, on the written request of the
     Representatives, the Company or its successor trustee or trustees, execute
     and deliver an instrument transferring to such successor all the estates,
     properties, rights, powers, trusts, duties, authority and title of such
     predecessor hereunder and shall deliver all securities and moneys held by
     it or them to such successor trustee or trustees. Should any deed,
     conveyance or other instrument in writing from the Company be required by
     any successor trustee or trustees for more fully and certainly vesting in
     such successor trustee or trustees the estates, properties, rights, powers,
     trusts, duties, authority and title vested or intended to be vested in the
     predecessor trustee or trustees, any and all such deeds, conveyances and
     other instruments in writing shall, on request of such successor trustee or
     trustees, be executed, acknowledged and delivered by the Company.

               (d) Any required filing for record of the instrument appointing a
     successor trustee or trustees as hereinabove provided shall be at the
     expense of the Company. The resignation of any trustee or trustees and the
     instrument removing any trustee or trustees, together with all other
     instruments, deeds and conveyances provided for in this Article 7 shall, if
     permitted by law, be forthwith recorded, registered and filed by and at the
     expense of the Company, wherever this Agreement is recorded, registered and
     filed.

<PAGE>

               SECTION 7.08. STATUS OF SUCCESSORS TO TRUSTEE. Every successor to
     the Corporate Trustee appointed pursuant to Section 7.07 shall be a bank or
     trust company in good standing and having power so to act, incorporated
     under the laws of the United States or any State thereof or the District of
     Columbia and having its principal corporate trust office within the State
     of Delaware, or another state acceptable to the Representatives, and shall
     also have capital, surplus and undivided profits of not less than
     $100,000,000, if there be such an institution with such capital, surplus
     and undivided profits willing, qualified and able to accept the trust upon
     reasonable or customary terms. Any successor to the Individual Trustee
     appointed pursuant to Section 7.07 shall be an individual residing in the
     State of Delaware, the State of New York or another state of the United
     States acceptable to the Majority Representatives.

               SECTION 7.09. MERGER OF THE CORPORATE TRUSTEE. Any corporation
     into which the Corporate Trustee may be merged, or with which it may be
     consolidated, or any corporation resulting from any merger or consolidation
     to which the Corporate Trustee shall be a party, shall be the Corporate
     Trustee under this Agreement without the execution or filing of any paper
     or any further act on the part of the parties hereto.

               SECTION 7.10. POWERS OF INDIVIDUAL TRUSTEE. The Individual
     Trustee has been joined as a party hereunder so that if, by any present or
     future applicable law in any jurisdiction in which it may be necessary to
     perform any act in the execution or enforcement of the trusts hereby
     created, the Corporate Trustee may be incompetent, unqualified or unable to
     act as the Collateral Trustees, then all of the acts required to be
     performed in such jurisdiction, in the execution or enforcement of the
     trusts hereby created, shall and will be performed by the Individual
     Trustee, acting alone. Notwithstanding any other term or provision of this
     Agreement to the contrary, the Corporate Trustee alone shall have and
     exercise the rights and powers granted herein and shall be solely charged
     with the performance of the duties herein declared on the part of the
     Collateral Trustees to be had and exercised or to be performed without any
     action taken by the Individual Trustee; PROVIDED, HOWEVER, that if the
     Corporate Trustee or the Majority Representatives deem it necessary or
     desirable for the Individual Trustee to act in a particular jurisdiction,
     the Individual Trustee shall have and exercise the rights and powers
     granted herein (but no greater powers) and shall be charged with the
     performance of the duties herein declared on the part of the Collateral
     Trustees to be had and exercised or to be performed, but only in such
     particular jurisdiction.

               SECTION 7.11. ADDITIONAL CO-TRUSTEES; SEPARATE TRUSTEES. (a) If
     at any time or times it shall be necessary or prudent in order to conform
     to any law of any jurisdiction in which any of the Shared Collateral shall
     be located, or the Collateral Trustees shall be advised by counsel
     satisfactory to them that it is so necessary or prudent in the interest of
     the Representatives on behalf of the Secured Holders, or the
     Representatives shall in writing so request by notice to the Collateral
     Trustees and the Company, or the Collateral Trustees shall deem it
     desirable for their own protection in the performance of their duties
     hereunder, or the Company shall in writing so request by notice to the
     Collateral Trustees with the consent of the Representatives, the Collateral
     Trustees and the Company shall execute and deliver all instruments and
     agreements necessary or proper to constitute another bank or trust company,
     or

<PAGE>

     one or more persons approved by the Collateral Trustees, the Company and
     the Representatives, either to act as co-trustee or co-trustees of all or
     any of the Shared Collateral, jointly with the Collateral Trustees
     originally named herein or any successor, or to act as separate trustee of
     any such property. In the event the Company shall not have joined in the
     execution of such instruments and agreements within 10 days after the
     receipt of a written request from the Collateral Trustees so to do, or in
     case an Actionable Default shall have occurred and be continuing, the
     Collateral Trustees may act under the foregoing provisions of this Section
     7.11 without the concurrence of the Company (but with the concurrence of
     the Representatives), and the Company hereby appoints the Collateral
     Trustees as its agents and attorneys to act for it under the foregoing
     provisions of this Section 7.11 in either of such contingencies.

               (b) Any separate trustee and any co-trustee (other than any
     trustee which may be appointed as successor to the Corporate Trustee or the
     Individual Trustee pursuant to Section 7.07) shall, to the extent permitted
     by law, be appointed and act and be such, subject to the following
     provisions and conditions, namely:

                    (i) all rights, powers, duties and obligations conferred
               upon the trustees in respect of the custody, control and
               management of moneys, papers or securities shall be exercised
               solely by the Collateral Trustees originally named herein or
               their successors appointed pursuant to Section 7.07;

                    (ii) all rights, powers, duties and obligations conferred or
               imposed upon the Collateral Trustees hereunder shall be conferred
               or imposed and exercised or performed by the Collateral Trustees
               and such separate trustee or co-trustee, jointly, as shall be
               provided in the instrument appointing such separate trustee or
               co-trustee, except to the extent that under any law of any
               jurisdiction in which any particular act or acts are to be
               performed the Collateral Trustees shall be incompetent or
               unqualified to perform such act or acts, in which event such
               rights, powers, duties and obligations shall be exercised and
               performed by such separate trustee or co-trustee;

                    (iii) no power given hereby to, or which it is provided
               hereby may be exercised by, any such co-trustee or separate
               trustee, shall be exercised hereunder by such co-trustee or
               separate trustee, except jointly with, or with the consent in
               writing of, the Collateral Trustees, anything herein contained to
               the contrary notwithstanding;

                    (iv) no trustee hereunder shall be personally liable by
               reason of any act or omission of any other trustee hereunder; and

                    (v) the Company and the Collateral Trustees, at any time, by
               an instrument in writing, executed by them jointly, may accept
               the resignation of or remove any such separate trustee, and in
               that case, by an instrument in writing executed by the Company
               and the Collateral Trustees jointly, may appoint a successor (who
               shall be acceptable to the Representatives) to such a separate
               trustee or co-trustee, as the case may be, anything herein
               contained to the contrary notwithstanding. In the event that the
               Company shall not

<PAGE>

               have joined in the execution of any such instrument within 10
               days after the receipt of a written request from the
               Collateral Trustees so to do, or in case an Actionable Default
               shall have occurred and be continuing, the Collateral Trustees
               shall have the power to accept the resignation of or remove
               any such separate trustee or co-trustee and to appoint (with
               the consent of the Representatives) a successor without the
               concurrence of the Company and the Company hereby appoints the
               Collateral Trustees its agents and attorneys to act for it in
               such connection in either of such contingencies. In the event
               that the Collateral Trustees shall have appointed a separate
               trustee or co-trustee or as above provided, they may at any
               time, by an instrument in writing, accept the resignation of
               or remove any such separate trustee, the successor to any such
               separate trustee to be appointed by the Company and the
               Collateral Trustees, or by the Collateral Trustees alone, as
               hereinbefore provided in this Section 7.11.

                    SECTION 7.12. TRUSTEES APPOINTED ATTORNEYS-IN-FACT. The
          Company hereby irrevocably constitutes and appoints the Collateral
          Trustees and any officer or agent thereof, with full power of
          substitution, as its true and lawful attorneys-in-fact with full power
          and authority in the name of the Company or their own name and in the
          place and stead of the Company and in the name of the Company, from
          time to time at the direction of the Representatives (or in the case
          of actions relating to the Holders Collateral Account, at the
          direction of the Holders of Existing Notes to whom are owed 66-2/3% of
          the Shared Collateral Obligations secured by such account pursuant to
          the terms hereof), to take, subject to Section 4.09, any action and to
          execute any instrument which the same may deem necessary or advisable
          to accomplish the purposes of this Agreement, including, without
          limitation, to receive, endorse and collect all instruments made
          payable to the Company representing any dividend, interest payment or
          other distribution in respect of the Shared Collateral or any part
          thereof and to give full discharge for the same. The Company
          acknowledges and agrees that the foregoing power of attorney is
          coupled with an interest and may not be revoked or modified except
          with the consent of the Collateral Trustees or as otherwise provided
          herein.

                    SECTION 7.13. ORDINARY CARE. The Collateral Trustees shall
          be deemed to have exercised ordinary care in the custody and
          preservation of the Shared Collateral in their possession if the
          Shared Collateral is accorded treatment substantially equal to that
          which the Collateral Trustees accord their own property and reasonable
          care is exercised by the Collateral Trustees in handling any moneys or
          securities actually received by them, it being understood that the
          Collateral Trustees shall not have any responsibility for (i)
          ascertaining or taking action with respect to calls, conversions,
          exchanges, maturities, tenders or other matters relative to any Shared
          Collateral, whether or not the Collateral Trustees have or are deemed
          to have knowledge of such matters, or (ii) taking any necessary steps
          to preserve rights against any parties with respect to any Shared
          Collateral.

<PAGE>

                                       ARTICLE 8

                              RELEASE OF SHARED COLLATERAL

                    SECTION 8.01. PARTIAL RELEASE OF SHARED COLLATERAL. (a) The
          Company may, from time to time so long as no Actionable Default shall
          have occurred and be continuing, request the release of the lien and
          security interest in the Shared Collateral, or any portion thereof,
          created under the Shared Collateral Documents, upon notice to the
          Collateral Trustees (with a copy to the Administrative Agent) from an
          Authorized Officer of the Company (a "NOTICE OF PARTIAL RELEASE"),
          which Notice of Partial Release shall be delivered to the Collateral
          Trustees at least ten Business Days prior to the date of the proposed
          release (unless a shorter period of time is acceptable to the
          Collateral Trustees and the Administrative Agent) and shall

                    (i) specify the Shared Collateral to be so released and the
               proposed date of such release, and

                    (ii) certify that the release of the lien and security
               interest on such Shared Collateral is permitted under the terms
               of the Loan Documents, and the Company is not, and after giving
               effect to such release, would not be, in default under any of the
               Secured Indebtedness Agreements.

          If a Notice of Partial Release is delivered to the Collateral Trustees
          in accordance with the immediately preceding sentence and the
          Administrative Agent, on behalf of the Lender Parties, shall have
          consented thereto prior to the date of the proposed release, the
          Collateral Trustees shall execute and deliver to the Company, on the
          date of the proposed release (or as promptly thereafter as possible),
          a release or releases (including, without limitation, Uniform
          Commercial Code release statements and instruments of satisfaction,
          discharge and/or reconveyance) in recordable form as to the Shared
          Collateral specified in such Notice of Partial Release from the liens,
          security interests, conveyances and assignments evidenced by the
          Shared Collateral Documents, which release shall state that it is
          effective as of the date of its delivery; PROVIDED, HOWEVER, that, if
          (A) the Administrative Agent shall not have consented to such release
          or (B) prior to the time that the Collateral Trustees deliver a
          release pursuant to this Section 8.01(a), the Collateral Trustees
          shall have received an Actionable Default Notice that shall not have
          been withdrawn prior to such time and the Majority Representatives
          shall have directed the Collateral Trustees either not to deliver such
          a release or not to deliver releases generally, then, in either case,
          the Collateral Trustees shall so notify the Company and shall not sign
          any release or releases in connection with such disposition.

                    (b) If, at any time, the Collateral Trustees shall receive a
          notice from an Authorized Officer of the Company

                    (i) stating that any promissory note or other similar or
               related instrument evidencing obligations payable to the Company
               and included in the Shared Collateral has

<PAGE>

               been paid in full in accordance with its terms (or will be
               so paid concurrently with the surrender thereof), and

                    (ii) identifying such note or other instrument in reasonable
               detail (including, without limitation, by its date of issuance,
               the name of its payee and the principal amount thereof),

          then the Collateral Trustees shall promptly deliver a copy of each
          such notice to each Representative and, unless any Representative
          shall have disputed the accuracy of such notice within five Business
          Days of the delivery of such notice, the Collateral Trustees shall
          promptly deliver such note or other instrument to the Company, and
          execute and deliver a release or releases (including, without
          limitation, Uniform Commercial Code release statements) in recordable
          form as to any such note or other instrument from the liens, security
          interests, conveyances and assignments evidenced by the Shared
          Collateral Documents, which release shall state that it is effective
          as of the date of its delivery.

                    SECTION 8.02. FULL RELEASE OF SHARED COLLATERAL UPON
          SATISFACTION OF CERTAIN SHARED COLLATERAL OBLIGATIONS. (a) The
          Collateral Trustees shall promptly release in accordance with Section
          8.03 all the Shared Collateral upon the later of (i) the indefeasible
          cash payment in full of the Shared Collateral Obligations arising
          under the Credit Agreement and the other Loan Documents (as defined in
          the Credit Agreement) and (ii) the date on which the senior unsecured
          debt rating of the Company by both S&P and Moody's is BBB- and Baa3,
          respectively, or higher (the "INVESTMENT GRADE DATE").

                    (b) In furtherance of the undertaking set forth above in
          Section 8.02(a), the Collateral Trustees shall, upon the request of
          the Company accompanied by a certificate of an Authorized Officer of
          the Company, upon which the Collateral Trustees may conclusively rely
          without independent verification, to the effect that either (i) all
          Shared Collateral Obligations under the Credit Agreement and the other
          Loan Documents have been, or will, concurrently with the release of
          the Shared Collateral be, indefeasibly paid in full in cash (and if
          such Shared Collateral Obligations have not previously been so paid,
          describing the source(s) of funds for such repayment) or (ii) the
          occurrence of the Investment Grade Date, deliver a notice to the
          Administrative Agent (with a copy to each Representative) containing
          the following:

                    (i) a statement as to the total amount of moneys in the
               Shared Collateral Account and the Holders Collateral Account; and

                    (ii) a statement that the Collateral Trustees intend to
               release all the Shared Collateral unless they receive a notice
               from the Administrative Agent within 10 days saying that it has
               not received indefeasible cash payment in full of all the Shared
               Collateral Obligations owed to the Administrative Agent and the
               Lender Parties under the Credit Agreement and the other Loan
               Documents or, if such Shared Collateral Obligations are to be
               repaid concurrently with such release, a statement that the
               Collateral

<PAGE>

               Trustees will release such Shared Collateral only upon
               receipt from the Administrative Agent of instructions to do so.

          If the Collateral Trustees do not receive a certificate from the
          Administrative Agent within 10 days after the delivery of such notice
          stating that such Shared Collateral Obligations have not been
          indefeasibly paid in full in cash, or the Collateral Trustees receive
          a direction from the Administrative Agent so to release such Shared
          Collateral, as the case may be, then the Collateral Trustees shall
          release all the Shared Collateral from the security interest in their
          favor and deliver to the Company all Shared Collateral in the
          possession of the Collateral Trustees promptly after the expiration of
          such 10 day period or as specified in such instruction, as the case
          may be, PROVIDED that the Company shall have made adequate provision
          for the expenses of the Collateral Trustees associated with such
          release of Shared Collateral and all other expenses of, or payable to,
          the Collateral Trustees hereunder, and PROVIDED, FURTHER, that the
          failure of the Administrative Agent to provide a certificate to the
          Collateral Trustees pursuant to this Section 8.02 shall in no way be
          deemed a waiver of, or otherwise impair in any way, its rights to
          receive payment in respect of unpaid Shared Collateral Obligations. If
          the Collateral Trustees shall have received such a certificate from
          the Agent within such 60 day period, or shall not have received an
          instruction so to release such Shared Collateral, as the case may be,
          the Collateral Trustees shall not release the Shared Collateral unless
          and until the Administrative Agent or a court of competent
          jurisdiction so directs the Collateral Trustees pursuant to a final,
          non-appealable judgment (including a judgment that becomes
          non-appealable by reason of expiration of any period of time limiting
          the right to appeal therefrom).

                    SECTION 8.03. EFFECT OF RELEASE OF SHARED COLLATERAL. Upon
          the effectiveness of the release of the Shared Collateral pursuant to
          Section 8.02, all right, title and interest of the Collateral Trustees
          and the Representatives on behalf of the Secured Holders in, to and
          under the Collateral Trust Estate, the Shared Collateral and the
          Shared Collateral Documents shall terminate and shall revert to the
          Company and its successors and assigns, and the estate, right, title
          and interest of the Collateral Trustees therein shall thereupon cease;
          and in such case, upon the written request of the Company, its
          successors or assigns, and at the cost and expense of the Company, its
          successors or assigns, the Collateral Trustees shall execute and
          deliver a satisfaction of the Shared Collateral Documents and such
          instruments as are necessary or desirable to terminate and remove of
          record any documents constituting public notice of the Shared
          Collateral Documents and the security interests granted thereunder and
          shall transfer, or cause to be transferred, and shall deliver or cause
          to be delivered to the Company, all property, including all moneys,
          instruments and securities of the Company then held by the Collateral
          Trustees. The cancellation and satisfaction of the Shared Collateral
          Documents shall be without prejudice to the rights of the Collateral
          Trustees or any successor trustee or trustees to charge and be
          reimbursed for any expenditures which they may thereafter incur in
          connection therewith.

<PAGE>

                                    ARTICLE 9

                                  MISCELLANEOUS

                    SECTION 9.01. AMENDMENTS, SUPPLEMENTS AND WAIVERS. (a) With
          the written consent of the Administrative Agent and the Collateral
          Trustees, the Company may, from time to time, enter into written
          agreements supplemental hereto for the purpose of adding to or waiving
          any provision of this Agreement or any of the Shared Collateral
          Documents or changing in any manner the rights of the Collateral
          Trustees, the Representatives, the Secured Holders and the Company
          hereunder or thereunder; PROVIDED, HOWEVER, that no such supplemental
          agreement shall amend, modify or waive any provision of this Section
          9.01.

                    No amendment, waiver or consent shall, unless in writing and
          signed by the Individual Trustee, amend, waive or otherwise modify any
          provision of Section 7.10. Any such supplemental agreement shall be
          binding upon the Company, the Representatives, the Secured Holders and
          the Collateral Trustees and their respective successors. The
          Collateral Trustees shall not enter into any such supplemental
          agreement unless they shall have received a certificate of an
          Authorized Officer of the Company to the effect that such supplemental
          agreement will not result in a breach of any provision or covenant
          contained in the Secured Indebtedness Agreements.

                    (b) Notwithstanding the provisions of paragraph (a), the
          Collateral Trustees and the Company may, at any time and from time to
          time, without the consent of the Administrative Agent, any
          Representatives or any Secured Holders, enter into additional Shared
          Collateral Documents or one or more agreements supplemental hereto or
          to any Shared Collateral Document, in form satisfactory to the
          Collateral Trustees,

                    (i) to add to the covenants of the Company, for the benefit
               of the Representatives or any Secured Holders, or to surrender
               any right or power herein conferred upon the Company;

                    (ii) to mortgage, pledge or grant a security interest in
               favor of the Collateral Trustees as additional security for the
               Secured Indebtedness any property or assets which are required to
               be mortgaged or pledged, or in which a security interest is
               required to be granted, to the Collateral Trustees pursuant to
               any Shared Collateral Document or otherwise; or

                    (iii) to cure any ambiguity, to correct or supplement any
               provision herein which may be inconsistent with any other
               provision herein, or to make any other provisions with respect to
               matters or questions arising under this Agreement which shall not
               be inconsistent with the provisions of this Agreement, provided
               such action shall not adversely affect the interests of the
               Secured Holders.

<PAGE>

                    SECTION 9.02. ADDITIONAL ACTIONS OF REPRESENTATIVES. Whether
          or not there shall be an Actionable Default, the Collateral Trustees
          shall comply and shall be fully protected in complying with any
          reasonable request of (a) the Representatives, to take or refrain from
          taking certain actions with respect to the Shared Collateral or the
          Representatives, and (b) the Holders of Existing Notes to whom at
          least 66-2/3% of the Shared Collateral Obligations secured by the
          Holders Collateral Account are owed, to take or refrain from taking
          certain actions with respect to the Holders Collateral Account,
          PROVIDED, in each case, that the Collateral Trustees shall not take or
          refrain from taking such actions if to do so would violate applicable
          law or the terms of this Agreement, the Shared Collateral Documents or
          the applicable Secured Indebtedness Agreements or if the Collateral
          Trustees shall not be indemnified as provided in Section 6.06(b).

                    SECTION 9.03. NOTICES. All notices, requests, demands and
          other communications provided for or permitted hereunder shall, unless
          otherwise stated herein, be in writing (including telex and telecopy
          communications) and shall be sent by mail (by registered or certified
          mail, return receipt requested), telex, telecopier or hand delivery:

                    (a) If to the Company, to its address at 201 E. Fourth
               Street, 102-1900, P.O. Box 2301, Cincinnati, Ohio 45201-2301,
               Attention: Robert P. Komin (telecopy no. (513) 241-1543) or at
               such other address as shall be designated by it in a written
               notice to the Collateral Trustees;

                    (b) If to the Corporate Trustee, at 1100 N. Market Street,
               Rodney Square North, Wilmington, Delaware 19890, Attention:
               Corporate Trust Administration, or at such other address as shall
               be designated by it in a written notice to the Company and each
               Representative, with a copy to the Individual Trustee, at 1100 N.
               Market Street, Rodney Square North, Wilmington, Delaware 19890,
               or at such other address as shall be designated by him in a
               written notice to the Company and each Representative; PROVIDED
               that failure to send a copy of any notice to the Individual
               Trustee shall not render any notice to the Collateral Trustees
               ineffective; and

                    (c) If to any Representative, to it at the address specified
               from time to time in the list provided by the Company to the
               Collateral Trustees pursuant to Section 6.02 with copies to
               whomever (other than the Company) is specified by the Company
               pursuant to Section 6.02 as a Person to whom notice must be sent
               under the Secured Indebtedness Agreements, PROVIDED that in the
               case that no address is known for a Representative, notice shall
               be given to it in the manner specified by the related Secured
               Indebtedness Agreement, and, in the absence of any such specified
               means of giving notice, by such notice in the national edition of
               THE WALL STREET JOURNAL or as the Collateral Trustees shall
               determine to be reasonable. For purposes of notice by
               publication, one notice is sufficient and shall be deemed made on
               the date of its publication.

          All such notices, requests, demands and communications shall be deemed
          to have been duly given or made, (i) when delivered by hand, (ii) five
          Business Days after being deposited in the

<PAGE>

          mail, postage prepaid, (iii) when telexed with answerback received,
          (iv) when telecopied or (v) when published in THE WALL STREET JOURNAL
          or such other publication; PROVIDED, HOWEVER, that any notice,
          request, demand or other communication to the Collateral Trustees
          shall not be effective until received by the Corporate Trustee and,
          PROVIDED, FURTHER, that any notice to the Collateral Trustees from the
          Company shall be signed by an Authorized Officer, unless otherwise
          specifically set forth herein.

                    SECTION 9.04. HEADINGS. Section, subsection and other
          headings used in this Agreement are for convenience only and
          shall not affect the construction of this Agreement.

                    SECTION 9.05. SEVERABILITY. Any provision of this Agreement
          which is prohibited or unenforceable in any jurisdiction shall not
          invalidate the remaining provisions hereof, and any such prohibition
          or unenforceability in any jurisdiction shall not invalidate or render
          unenforceable such provision in any other jurisdiction.

                    SECTION 9.06. TREATMENT OF PAYEE OR INDORSEE BY TRUSTEES.
          (a) The Collateral Trustees may treat the registered Holder of any
          registered note, and the payee or indorsee of any note or debenture
          which is not registered, as the absolute owner thereof for all
          purposes hereunder and shall not be affected by any notice to the
          contrary, whether such promissory note or debenture shall be past due
          or not.

                    (b) Any person, firm, corporation or other entity which
          shall be designated as the duly authorized representative of one or
          more Representatives to act as such in connection with any matters
          pertaining to this Agreement or any Shared Collateral Document or the
          Shared Collateral shall present to the Collateral Trustees such
          documents, including, without limitation, opinions of counsel, as the
          Collateral Trustees may reasonably require, in order to demonstrate to
          the Collateral Trustees the authority of such person, firm,
          corporation or other entity to act as the representative of such
          Representatives.

                    SECTION 9.07. DEALINGS WITH THE COMPANY. (a) Upon any
          application or demand by the Company to the Collateral Trustees to
          take or permit any action under any of the provisions of this
          Agreement, the Company shall (unless otherwise waived by the
          Collateral Trustees in writing) furnish to the Collateral Trustees a
          certificate signed by an Authorized Officer stating that all
          conditions precedent, if any, provided for in this Agreement relating
          to the proposed action have been complied with, except that in the
          case of any such application or demand as to which the furnishing of
          such documents is specifically required by any provision of this
          Agreement relating to such particular application or demand, no
          additional certificate or opinion need be furnished.

                    (b) Any opinion of counsel may be based, insofar as it
          relates to factual matters which were not independently established by
          counsel, upon a certificate of the Company furnished to the Collateral
          Trustees.

<PAGE>

                    SECTION 9.08. CLAIMS AGAINST TRUSTEE. This Agreement is made
          for the benefit of the Representatives on behalf of the Secured
          Holders, and the Representatives may from time to time enforce their
          rights as explicit beneficiaries hereunder.

                    SECTION 9.09. BINDING EFFECT. This Agreement shall be
          binding upon and inure to the benefit of each of the parties hereto
          and shall inure to the benefit of the Representatives on behalf of the
          Secured Holders and their respective successors and assigns and
          nothing herein or in any Shared Collateral Document is intended or
          shall be construed to give any other Person any right, remedy or claim
          under, to or in respect of this Agreement, any Shared Collateral
          Document, the Shared Collateral, the Shared Collateral Account, the
          Holders Collateral Account or the Collateral Trust Estate or any part
          thereof.

                    SECTION 9.10. GOVERNING LAW. The provisions of this
          Agreement creating a trust for the benefit of the Representatives on
          behalf of the Secured Holders and setting forth the rights, duties,
          obligations and responsibilities of the Collateral Trustees hereunder
          shall be governed by and construed in accordance with the laws of the
          State of Delaware, so long as Wilmington Trust Company shall serve as
          Corporate Trustee hereunder. In all other respects, including, without
          limitation, all matters governed by the Uniform Commercial Code, and
          if Wilmington Trust Company shall cease to serve as Corporate Trustee
          hereunder, this Agreement shall be governed by and construed in
          accordance with the laws of the State of New York, except as otherwise
          required by mandatory provisions of law.

                    SECTION 9.11. EFFECTIVENESS. This Agreement shall become
          effective on the execution and delivery hereof and shall remain in
          effect so long as the Collateral Trustees shall have any
          obligations hereunder.

                    SECTION 9.12. REEXECUTION OF AGREEMENT. This Agreement shall
          be reexecuted at any time and from time to time, at the request of the
          Majority Representatives, with such changes in the form hereof
          (including, without limitation, changes on the cover page and adding
          supplemental signatures and notary statements) as may be necessary to
          comply with the filing or recording requirements of any jurisdiction
          where this Agreement is to be filed.

                    SECTION 9.13. EFFECT ON CREDIT AGREEMENT. Nothing in this
          Agreement shall operate or be deemed to prevent any amendment,
          modification or waiver of the Credit Agreement or other Loan Documents
          (as defined in the Credit Agreement) by the parties thereto in
          accordance with the terms thereof.

                    SECTION 9.14. COUNTERPARTS. This Agreement may be executed
          in separate counterparts, each of which shall be an original and all
          of which taken together shall constitute one and the same instrument.

<PAGE>

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




                                        CINCINNATI BELL INC.


                                        By:________________________________
                                        Title:



Corporate Trustee:                      WILMINGTON TRUST COMPANY


                                        By:_________________________________
                                        Title:



Individual Trustee:                     By:_________________________________
                                           John M. Beeson


<PAGE>



                                                                   SCHEDULE I


                            EXISTING NOTE AGREEMENTS
                         REQUIRED TO BE SECURED EQUALLY
                          AND RATABLY WITH THE ADVANCES


GOVERNING AGREEMENTS

1) Indenture, dated as of July 1, 1993 between Cincinnati Bell Inc. and The
Bank of New York, as Trustee (the "INDENTURE")

2) 71/4% Notes due June 15, 2023, issued pursuant to the Indenture.






<PAGE>

                                                               EXECUTION COPY



                           COLLATERAL TRUST AGREEMENT

                             dated November 9, 1999

                                      among

                              CINCINNATI BELL INC.

                                       and

                            WILMINGTON TRUST COMPANY,
                              as Corporate Trustee

                                       and

                                 JOHN M. BEESON,
                              as Individual Trustee



<PAGE>

                                TABLE OF CONTENTS


SECTION  PAGE


                             PRELIMINARY STATEMENTS

                              ARTICLE 1 DEFINITIONS

         1.01.  Certain Defined Terms                                   2
         1.02.  Certain References                                      6

         ARTICLE 2 CONFIRMATION AND CREATION OF SECURITY INTERESTS
         2.01.  Collateral Trust Estate                                 6
         2.02.  Holders Collateral Account                              7
         2.03.  Security for Obligations                                7

         ARTICLE 3 COLLATERAL ACCOUNTS
         3.01.  Shared Collateral Account                               8
         3.02  Holders Collateral Account                               9

         ARTICLE 4 ACTIONABLE DEFAULTS; REMEDIES
         4.01.  Actionable Default Notice                               9
         4.02.  Direction by Representatives                           10
         4.03.  Right to Initiate Judicial Proceedings, Etc.           10
         4.04.  Remedies Not Exclusive                                 11
         4.05.  Waiver of Certain Rights                               11
         4.06.  Limitation on Collateral Trustees'
                Duties in Respect of Shared Collateral                 12
         4.07.  Limitation by Law                                      12
         4.08.  Absolute Rights of Secured Holders and Representatives 12
         4.09.  Equal and Ratable Security                             13

         ARTICLE 5 APPLICATION OF PROCEEDS
         5.01.  Application of Proceeds                                13
         5.02.  Application of Withheld Amounts                        14
         5.03.  Release of Amounts in Collateral Accounts              15
         5.04.  Shared Collateral Account as Security                  15

         ARTICLE 6 AGREEMENTS WITH THE COLLATERAL TRUSTEE
         6.01.  Delivery of Agreements                                 16
         6.02.  Information as to Representatives                      16
         6.03.  Compensation and Expenses                              17
         6.04.  Stamp and Other Similar Taxes                          17
         6.05.  Filing Fees, Excise Taxes, Etc.                        17
         6.06.  Indemnification                                        17
         6.07.  Further Assurances                                     18

<PAGE>

         ARTICLE 7 THE COLLATERAL TRUSTEE
         7.01.  Declaration of Trust                                   19
         7.02.  Exculpatory Provisions                                 19
         7.03.  Delegation of Duties                                   20
         7.04.  Reliance by Collateral Trustees                        20
         7.05.  Limitations on Duties of the Trustees                  21
         7.06.  Moneys to Be Held in Trust                             21
         7.07.  Resignation and Removal of Collateral Trustees         22
         7.08.  Status of Successors to Trustee                        23
         7.09.  Merger of the Corporate Trustee                        23
         7.10.  Powers of Individual Trustee23
         7.11.  Additional Co-Trustees; Separate Trustees              24
         7.12.  Trustees Appointed Attorneys-in-Fact                   25
         7.13.  Ordinary Care                                          26

         ARTICLE 8 RELEASE OF SHARED COLLATERAL
         8.01.  Partial Release of Shared Collateral                   26
         8.02.  Full Release of Shared Collateral Upon Satisfaction
                of Certain Shared Collateral Obligations               27
         8.03.  Effect of Release of Shared Collateral                 29

         ARTICLE 9 MISCELLANEOUS
         9.01.  Amendments, Supplements and Waivers                    29
         9.02.  Additional Actions of Representatives                  30
         9.03.  Notices                                                30
         9.04.  Headings                                               31
         9.05.  Severability                                           31
         9.06.  Treatment of Payee or Indorsee by Trustees             31
         9.07.  Dealings with the Company                              32
         9.08.  Claims Against Trustee                                 32
         9.09.  Binding Effect                                         32
         9.10.  Governing Law                                          32
         9.11.  Effectiveness                                          33
         9.12.  Reexecution of Agreement                               33
         9.13.  Effect on Credit Agreement                             33
         9.14.  Counterparts                                           33


<PAGE>

         Schedule I        Existing Notes Agreements



<TABLE>


<S>                                     <C>
                                         *  Incremental Term B commitments for each individual lender are maintained
                                            by the Administrative Agent.

                                         *  Incremental Term B commitments for each individual lender are maintained by the
Administrative Agent.
                                         ** Incremental Term B commitments for each individual lender are maintained by the
Administrative Agent.
                                         ** Incremental Term B commitments for each individual lender are maintained by the
Administrative Agent.
                                         *  Incremental Term B commitments for each individual lender are maintained by the
Administrative Agent.
                                         ** Incremental Term B commitments for each individual lender are maintained by the
Administrative Agent.

                                         *  Incremental Term B commitments for each individual lender are maintained by the
Administrative Agent.

                                         *  Incremental Term B commitments for each individual lender are maintained by the
Administrative Agent.
                                         *  Incremental Term B commitments for each individual lender are maintained by the
Administrative Agent.

</TABLE>


1        This date should be no earlier than five Business Days after the
         delivery of this Assignment and

         Acceptance to the Administrative Agent.
2        Required if the Assignee is an Eligible Assignee solely by reason of
         clause (a)(iii) or (b) of the definition of "Eligible Assignee".

3        See footnote 8.