WESTWOOD ONE INC /DE/
WESTWOOD ONE, INC. 2003 10K EXHIBIT 10.4
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>wwo10k2003exhibit104.txt
<DESCRIPTION>WESTWOOD ONE, INC. 2003 10K EXHIBIT 10.4
<TEXT>
                                  EXHIBIT 10.4

                                CREDIT AGREEMENT

                                   dated as of

                                  March 3, 2004

                                     between

                               WESTWOOD ONE, INC.

                     The SUBSIDIARY GUARANTORS Party Hereto

                            The LENDERS Party Hereto

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent
                                 _______________

                                 BANK OF AMERICA
                              as Syndication Agent
                                 _______________

                           J.P. Morgan Securities Inc.
                         BANC OF AMERICA SECURITIES LLC
                  as Joint Lead Arrangers and Joint Bookrunners
                                 _______________

                     BANK OF TOKYO-MITSUBISHI TRUST COMPANY
                         HARRIS NESBITT FINANCING, INC.
                         NATIONAL AUSTRALIA BANK LIMITED
                           as Co-Documentation Agents
                                _________________

                                  $300,000,000
                                _________________


   <page>





                                TABLE OF CONTENTS

                                      Page

                                    ARTICLE I
                                   DEFINITIONS

       SECTION 1.01.  Defined Terms.........................................1
       SECTION 1.02.  Terms Generally......................................19
       SECTION 1.03.  Definitions Apply to Notes, Etc......................20
       SECTION 1.04.  Accounting Terms.....................................20

                                   ARTICLE II
                                   THE CREDITS

       SECTION 2.01.  The Commitments......................................20
       SECTION 2.02.  Loans and Borrowings.................................20
       SECTION 2.03.  Requests for Borrowings..............................21
       SECTION 2.04.  Funding of Borrowings................................22
       SECTION 2.05.  Interest Elections...................................23
       SECTION 2.06.  Termination and Reduction of the Commitments.........24
       SECTION 2.07.  Repayment of Loans; Evidence of Debt.................25
       SECTION 2.08.  Prepayment of Loans..................................26
       SECTION 2.09.  Fees.................................................28
       SECTION 2.10.  Interest.............................................28
       SECTION 2.11.  Alternate Rate of Interest...........................29
       SECTION 2.12.  Increased Costs......................................30
       SECTION 2.13.  Break Funding Payments...............................31
       SECTION 2.14.  Taxes................................................31
       SECTION 2.15.  Payments Generally; Pro Rata Treatment; Sharing of
                      Set-offs.............................................32
       SECTION 2.16.  Mitigation Obligations; Replacement of Lenders.......34

                                   ARTICLE III
                                    GUARANTEE

       SECTION 3.01.  The Guarantee........................................35
       SECTION 3.02.  Obligations Unconditional............................36
       SECTION 3.03.  Reinstatement........................................37

<page>
       SECTION 3.04.  Subrogation..........................................37
       SECTION 3.05.  Remedies.............................................37
       SECTION 3.06.  Instrument for the Payment of Money..................37
       SECTION 3.07.  Continuing Guarantee.................................38
       SECTION 3.08.  Rights of Contribution...............................38
       SECTION 3.09.  General Limitation on Guarantee Obligations..........38

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

       SECTION 4.01.  Financial Condition...................................39
       SECTION 4.02.  No Change.............................................40
       SECTION 4.03.  Corporate Existence; Compliance with Law..............40
       SECTION 4.04.  Corporate Power; Authorization; Enforceable
                      Obligations...........................................40
       SECTION 4.05.  No Legal Bar..........................................40
       SECTION 4.06.  No Material Litigation................................41
       Section 4.07.  No Default............................................41
       Section 4.08.  Ownership of Property; Liens..........................41
       Section 4.09.  Intellectual Property.................................41
       Section 4.10.  Taxes  41
       Section 4.11.  Federal Regulations...................................42
       Section 4.12.  ERISA  42.............................................42
       Section 4.13.  Investment Company Act; Other Regulations.............42
       Section 4.14.  Subsidiaries..........................................42
       Section 4.15.  Purpose of Loans......................................42
       Section 4.16.  Environmental Matters.................................42
       Section 4.17.  Certain Documents.....................................43

                                    ARTICLE V
                                   CONDITIONS

       SECTION 5.01.  Effective Date........................................43
       SECTION 5.02.  Each Credit Event.....................................45

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

       SECTION 6.01.  Financial Statements and Other Information............45
       SECTION 6.02.  Payment of Obligations................................46
       SECTION 6.03.  Conduct of Business and Maintenance of Existence......47
       SECTION 6.04.  Maintenance of Property; Insurance....................47

<page>
       SECTION 6.05.  Inspection of Property; Books and Records;
                      Discussions...........................................47
       SECTION 6.06.  Notices...............................................47
       SECTION 6.07.  Unrestricted Subsidiaries; Maintenance of Separate
                      Corporate Identity....................................48
       SECTION 6.08.  Certain Obligations Respecting Subsidiaries...........49

                                   ARTICLE VII
                               NEGATIVE COVENANTS

       SECTION 7.01.  Financial Condition Covenants.........................50
       SECTION 7.02.  Limitation on Indebtedness............................50
       SECTION 7.03.  Limitation on Liens...................................51
       SECTION 7.04.  Limitation on Guarantee Obligations...................52
       SECTION 7.05.  Limitation on Fundamental Changes.....................53
       SECTION 7.06.  Limitation on Sale of Assets..........................53
       SECTION 7.07.  Limitation on Restricted Payments.....................54
       SECTION 7.08.  Limitation on Investments, Loans and Advances.........55
       SECTION 7.09.  Limitation on Modifications of the Management
                      Agreement.............................................56
       SECTION 7.10.  Limitation on Sale or Discount of Receivables.........56
       SECTION 7.11.  Limitation on Transactions with Affiliates............56
       SECTION 7.12.  Limitation on Changes in Fiscal Year..................56
       SECTION 7.13.  Limitation on Negative Pledge Clauses.................56
       SECTION 7.14.  Limitation on Lines of Business.......................57
       SECTION 7.15.  Repayments of Indebtedness............................57
       SECTION 7.16.  Hedging Agreements....................................57

                                  ARTICLE VIII
                               EVENTS OF DEFAULT............................57


                                   ARTICLE IX
                           THE ADMINISTRATIVE AGENT.........................60


                                    ARTICLE X
                                  MISCELLANEOUS

       SECTION 10.01.  Notices..............................................63
       SECTION 10.02.  Waivers; Amendments..................................63
       SECTION 10.03.  Expenses; Indemnity; Damage Waiver...................65
       SECTION 10.04.  Successors and Assigns...............................66
       SECTION 10.05.  Survival.............................................70
       SECTION 10.06.  Counterparts; Integration; Effectiveness.............70
       SECTION 10.07.  Severability.........................................70
       SECTION 10.08.  Right of Set-off.....................................70
       SECTION 10.09.  Governing Law; Jurisdiction; Etc.....................71
       SECTION 10.10.  WAIVER OF JURY TRIAL.................................71
       SECTION 10.11.  Headings.............................................72
       SECTION 10.12.  Treatment of Certain Information; Confidentiality....72


SCHEDULE I        -   Commitments
SCHEDULE II       -   Material Agreements and Liens
SCHEDULE III      -   Guarantee Obligations
SCHEDULE IV       -   Subsidiaries and Investments
SCHEDULE V        -   Transactions With Affiliates

EXHIBIT A         -   Form of Assignment and Acceptance
EXHIBIT B         -   Form of Guarantee Assumption Agreement
EXHIBIT C         -   Form of Opinion of Counsel to the Obligors
EXHIBIT D         -   Form of Opinion of Special New York Counsel to JPMCB
EXHIBIT E         -   Form of Tax Allocation Agreement.


<page>



     CREDIT AGREEMENT dated as of March 3, 2004, between WESTWOOD ONE, INC., the
SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto, and JPMORGAN CHASE
BANK, as Administrative Agent.

     The Borrower (as hereinafter defined) has requested that the Lenders (as so
defined) make loans to it, under the guarantee of the Subsidiary  Guarantors (as
so defined),  in an aggregate  principal amount not exceeding  $300,000,000,  to
finance the  operations  of the Obligors (as so defined),  to refinance  certain
existing indebtedness of the Obligors,  and for other general corporate purposes
of the Obligors.  The Lenders are prepared to make such loans upon the terms and
conditions hereof, and, accordingly, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

     SECTION 1.01. Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:

     "ABR",  when used in reference to any Loan or Borrowing,  refers to whether
such Loan, or the Loans  constituting such Borrowing,  are bearing interest at a
rate determined by reference to the Alternate Base Rate.

     "Adjusted  LIBO Rate"  means,  for the Interest  Period for any  Eurodollar
Borrowing,  an interest rate per annum (rounded  upwards,  if necessary,  to the
next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period  multiplied
by (b) the Statutory Reserve Rate for such Interest Period.

     "Administrative Agent" means JPMCB, in its capacity as administrative agent
for the Lenders hereunder.

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

     "Affiliate"  means,  as to any  Person,  any  other  Person  (other  than a
Subsidiary) which,  directly or indirectly,  is in control of, is controlled by,
or is under common control with, such Person.

     "Alternate  Base Rate"  means,  for any day, a rate per annum  equal to the
greater of (a) the  Prime Rate in effect on such day and (b) the  Federal  Funds
Effective  Rate for such day plus 1/2 of 1%.  Any change in the  Alternate  Base

<page>
Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall
be effective  from and including the effective  date of such change in the Prime
Rate or the Federal Funds Effective Rate, as the case may be.

     "Annualized   Consolidated  Corporate  Overhead"  means,  for  any  period,
corporate general and administrative expenses of the Borrower and its Restricted
Subsidiaries for such period as shown on the consolidated  financial  statements
of the Borrower and its Restricted Subsidiaries for such period delivered to the
Administrative Agent pursuant to Section 6.01(a) or 6.01(b); provided that there
shall be excluded from  "Annualized  Consolidated  Corporate  Overhead"  (a) all
non-cash charges and (b) all  corporate general and  administrative  expenses of
the Borrower incurred on behalf of, or otherwise  attributable to,  Unrestricted
Subsidiaries  or in connection with management and other services and activities
performed by the Borrower for Unrestricted Subsidiaries.

     "Annualized  Consolidated  Operating Cash Flow" means, for any period,  the
aggregate  amount  (determined  on a consolidated  basis without  duplication in
accordance with GAAP), for the Borrower and its Restricted Subsidiaries, of

          (a)  the sum of (i) net  revenues of the Borrower  and its  Restricted
     Subsidiaries for such period (calculated before taxes and excluding (A) any
     net gain or loss  arising  from  the sale of  capital  assets  during  such
     period;  (B) any  gain  arising  from any  write-up  of assets  during such
     period;  (C) net  earnings  for such  period  of any  Person  in which  the
     Borrower or any of its Restricted  Subsidiaries  has an ownership  interest
     unless such net earnings  shall have actually been received by the Borrower
     or such Restricted Subsidiary in the form of cash distributions (other than
     cash   distributions   received  by  the  Borrower  from  an   Unrestricted
     Subsidiary);  (D) any  portion  of  the  net  earnings  of  any  Restricted
     Subsidiary of the Borrower or any of its Restricted  Subsidiaries  for such
     period which for any reason is unavailable  for payment of dividends to the
     Borrower or any other such  Restricted  Subsidiary;  (E) any gain  realized
     during such period  arising from the  acquisition  of any securities of the
     Borrower or any of its Restricted  Subsidiaries;  (F) any  "extraordinary",
     "unusual"  or  "non-recurring"  earnings or  "extraordinary",  "unusual" or
     "non-recurring"  losses for such period as such terms are interpreted under
     GAAP;  and (G) any  interest  income  of the  Borrower  and its  Restricted
     Subsidiaries realized during such period) minus  (ii) operating expenses of
     the Borrower and its  Restricted  Subsidiaries  for such period  (excluding
     depreciation,  amortization,  interest  expense and other non-cash  charges
     accrued,  and  income  taxes  paid or  accrued  (other  than any such taxes
     attributable  to the revenues of  Unrestricted  Subsidiaries  for which the
     Borrower has not been or is not entitled to be reimbursed, or in respect of
     which the Borrower has not received or is not entitled to receive a credit,
     pursuant to the terms of any Tax Allocation Agreement),  for such period by
     the Borrower and its Restricted Subsidiaries) minus

          (b)  Annualized Consolidated Corporate Overhead for such period;

<page>

          provided  that for  purposes of  calculating  Annualized  Consolidated
     Operating  Cash Flow when such term is used in  determining  the Total Debt
     Ratio,  if the Borrower or any of its  Restricted  Subsidiaries  shall have
     acquired or disposed of one or more businesses (or any part thereof) during
     such period,  Annualized  Consolidated  Operating Cash Flow for such period
     shall be computed as if (in the case of an  acquisition)  such business (or
     part thereof) had been owned by the Borrower or such Restricted  Subsidiary
     for  the  whole  of such  period  or (in the  case of a  disposition)  such
     business (or part  thereof) had been  disposed of prior to the first day of
     such period.

          "Applicable  Margin"  means,  with respect to Loans of any Type during
     any Interest Accrual Period,  the respective rates indicated below for such
     Loans of such Type opposite the applicable Total Debt Ratio indicated below
     for such Interest Accrual Period:
<TABLE>
<CAPTION>
<S>              <C>                            <C>                          <C>

                 ------------------------------ ---------------------------------------------------------
                                                                   Applicable Margin
                 ------------------------------ ---------------------------------------------------------
                 ------------------------------ ---------------------------- ----------------------------
                             Total
                          Debt Ratio                 Eurodollar Loans              Base Rate Loans
                 ------------------------------ ---------------------------- ----------------------------
                 ------------------------------ ---------------------------- ----------------------------
                 Greater than or equal to                 1.125%                       0.125%
                 3.00 to 1
                 ------------------------------ ---------------------------- ----------------------------
                 ------------------------------ ---------------------------- ----------------------------
                 Less than 3.00 to 1 and                  0.875%                       0.000%
                 ------------------------------ ---------------------------- ----------------------------
                 ------------------------------ ---------------------------- ----------------------------
                 Less than 2.00 to 1                      0.625%                       0.000%
                 ------------------------------ ---------------------------- ----------------------------

</TABLE>


     The Total Debt Ratio for any  Interest  Accrual  Period  after the  initial
Interest  Accrual  Period shall be determined on the basis of a certificate of a
Responsible  Officer, or any other senior officer setting forth a calculation of
the Total Debt Ratio as at the last day of the fiscal quarter ending immediately
prior  to the  first  day  of  such  Interest  Accrual  Period,  each  of  which
certificates shall be delivered  together with the financial  statements for the
fiscal quarter on which such calculation is based.

     Anything in this Agreement to the contrary notwithstanding,  the Applicable
Margin  shall be,  (i) 0.000%  with  respect to Base Rate Loans and 0.625%  with
respect to Eurodollar Loans until the Interest Accrual Period  commencing on the
third  Business Day  following  the receipt by the  Administrative  Agent of the
certificate referred to in the immediately preceding paragraph setting forth the
calculation  of the Total Debt Ratio as at the fiscal  year ended  December  31,
2003 and  (ii) the  highest  rates set forth in the  schedule  above  during any
period when an Event of Default shall have occurred and be continuing, or during
any period during which the Borrower  shall be in default in the delivery of any
financial statements pursuant to Section 6.01(a) or 6.01(b).

<page>

     "Applicable  Percentage"  means, with respect to any Lender, the percentage
of the total Commitments or Loans of both Classes  hereunder  represented by the
aggregate  amount  of  such  Lender's  Commitments  or  Loans  of  both  Classes
hereunder.

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

     "Assignment and Acceptance" means an assignment and acceptance entered into
by a Lender and an  assignee  (with the  consent of any party  whose  consent is
required by  Section 10.04),  and accepted by the  Administrative  Agent, in the
form of Exhibit A or any other form approved by the Administrative Agent.

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

     "Borrower" means Westwood One, Inc., a Delaware corporation.

     "Borrowing"  means (a) all  ABR Loans of the same Class made,  converted or
continued  on the same date or (b) all  Eurodollar  Loans of the same Class that
have the same Interest Period.

     "Borrowing  Request"  means a request by the  Borrower  for a Borrowing  in
accordance with Section 2.03.

     "Business  Day" means any day  (a) that is not a Saturday,  Sunday or other
day on which commercial banks in New York City are authorized or required by law
to remain  closed and (b) if such day  relates to a  borrowing  of, a payment or
prepayment  of principal of or interest on, a  continuation  or conversion of or
into, or the Interest Period for, a Eurodollar Borrowing,  or to a notice by the
Borrower with respect to any such borrowing, payment, prepayment,  continuation,
conversion,  or Interest Period,  that is also a day on which dealings in Dollar
deposits are carried out in the London interbank market.

     "Capital Expenditures" means, for any period,  expenditures  (including the
aggregate  amount of  obligations  under  Financing  Leases  (excluding any such
obligations  relating to the  acquisition  of  satellite  time or capacity in an
aggregate amount not to exceed $20,000,000) incurred during such period) made by
the Borrower or any of its Restricted Subsidiaries to acquire or construct fixed
assets, plant and equipment (including renewals,  improvements and replacements,
but excluding repairs) during such period computed in accordance with GAAP.

     "Capital  Stock"  means any and all shares,  interests,  participations  or
other equivalents  (however  designated) of capital stock of a corporation,  any
and all  equivalent  ownership  interests in a Person (other than a corporation)
and any and all warrants or options to purchase any of the foregoing.


<page>
     "Cash Equivalents" means (a) securities with maturities of one year or less
from the date of acquisition issued or fully guaranteed or insured by the United
States  Government  or any  agency  thereof,  (b) certificates  of  deposit  and
eurodollar  time deposits  with  maturities of one year or less from the date of
acquisition  and overnight bank deposits of any Lender or of any commercial bank
having capital and surplus in excess of $500,000,000, (c) repurchase obligations
of any Lender or of any commercial  bank having capital and surplus in excess of
$500,000,000,  having a term of not more than 30 days with respect to securities
issued  or  fully  guaranteed  or  insured  by  the  United  States  Government,
(d) commercial  paper of a domestic  issuer  rated at least A-2 by Standard  and
Poor's  Ratings  Services  ("S&P") or P-2 by  Moody's  Investors  Service,  Inc.
("Moody's"),  (e) debt  securities  with maturities of one year or less from the
date of acquisition  issued or fully  guaranteed by any state,  commonwealth  or
territory of the United States, by any political subdivision or taxing authority
of any such state, commonwealth or territory or by any Person which are rated at
least A by S&P or A by Moody's, (f) debt securities with  maturities of one year
or less from the date of acquisition  backed by standby letters of credit issued
by any Lender or any commercial bank  satisfying the  requirements of clause (b)
of this  definition,  (g) shares  of money market  mutual or similar funds which
invest exclusively in assets satisfying the requirements of clauses (a)  through
(f) of this definition or (h) securities similar in nature and maturity to those
described  in the  foregoing  clauses (a)  through  (g)  denominated  in foreign
currencies and owned by a Foreign Subsidiary.

     "Casualty  Event"  means,  with respect to any property of any Person,  any
loss of or damage to, or any  condemnation or other taking of, such property for
which such Person or any of its Subsidiaries  receives  insurance  proceeds,  or
proceeds of a condemnation award or other compensation.

     "Change in Law" means (a) the adoption of any law, rule or regulation after
the date of this Agreement,  (b) any change in any law, rule or regulation or in
the  interpretation or application  thereof by any Governmental  Authority after
the date of this Agreement or  (c) compliance by any Lender (or, for purposes of
Section 2.12(b),  by any  lending  office  of such  Lender  or by such  Lender's
holding company,  if any) with any request,  guideline or directive  (whether or
not having the force of law) of any Governmental  Authority made or issued after
the date of this Agreement.

     "Class", when used in reference to any Loan or Borrowing, refers to whether
such Loan, or the Loans constituting such Borrowing,  are Revolving Credit Loans
or Term Loans and, when used in reference to any  Commitment,  refers to whether
such Commitment is a Revolving Credit Commitment or Term Loan Commitment.

     "Code"  means the Internal  Revenue  Code of 1986,  as amended from time to
time.

<page>
     "Commitment"  means a Revolving Credit  Commitment or Term Loan Commitment,
or any combination thereof (as the context requires).

     "Contractual  Obligation"  means,  as to any Person,  any  provision of any
security  issued  by  such  Person  or of any  agreement,  instrument  or  other
undertaking  to  which  such  Person  is a party  or by  which  it or any of its
property is bound.

     "Default"  means  any  event or  condition  which  constitutes  an Event of
Default or which  upon  notice,  lapse of time or both  would,  unless  cured or
waived, become an Event of Default.

     "Dollars" or "$" refers to lawful money of the United States of America.

     "Domestic  Subsidiary" means any Subsidiary of the Borrower organized under
the laws of any jurisdiction within the United States.

     "Effective  Date"  means  the date on which  the  conditions  specified  in
Section 5.01 are satisfied (or waived in accordance with Section 10.02).

     "Environmental  Laws" means any and all foreign,  Federal,  state, local or
municipal  laws,  rules,  orders,  regulations,   statutes,  ordinances,  codes,
decrees, requirements of any Governmental Authority or other Requirements of Law
(including  common  law)  regulating,  relating  to  or  imposing  liability  or
standards of conduct  concerning  protection of human health or the environment,
as now or may at any time hereafter be in effect.

     "Environmental  Liability"  means any  liability,  contingent  or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties  or  indemnities),  of the  Borrower  or any  Subsidiary  directly  or
indirectly  resulting from or based upon (a) violation of any Environmental Law,
(b) the  generation,  use,  handling,  transportation,   storage,  treatment  or
disposal  of  any  Materials  of  Environmental  Concern,  (c) exposure  to  any
Materials of Environmental Concern, (d) the release or threatened release of any
Materials of  Environmental  Concern into the  environment or (e) any  contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

     "Environmental Permits" means any and all permits, licenses, registrations,
notifications,  exemptions  and  any  other  authorization  required  under  any
Environmental Law.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time.

<page>

     "ERISA Affiliate" means any trade or business (whether or not incorporated)
that,  together  with  the  Borrower,  is  treated  as a single  employer  under
Section 414(b)  or (c) of the Code,  or, solely for purposes of  Section 302  of
ERISA and  Section 412  of the  Code,  is  treated  as a single  employer  under
Section 414 of the Code.

     "ERISA Event" means (a) any  "reportable event", as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than
an event for which the 30-day notice period is waived);  (b) the  existence with
respect  to any Plan of an  "accumulated  funding  deficiency"  (as  defined  in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to  Section 412(d)  of the Code or Section 303(d) of ERISA of an
application  for a waiver of the minimum  funding  standard  with respect to any
Plan;  (d) the  incurrence by the Borrower or any of its ERISA Affiliates of any
liability  under Title IV of ERISA with respect to the  termination of any Plan;
(e) the  receipt by the Borrower or any ERISA  Affiliate from the PBGC or a plan
administrator  of any notice  relating to an intention to terminate  any Plan or
Plans or to appoint a trustee to administer any Plan;  (f) the incurrence by the
Borrower or any of its ERISA  Affiliates  of any  liability  with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Borrower or any ERISA Affiliate of any notice,  or the receipt by
any  Multiemployer  Plan from the Borrower or any ERISA Affiliate of any notice,
concerning  the  imposition of Withdrawal  Liability or a  determination  that a
Multiemployer  Plan is, or is expected to be,  insolvent  or in  reorganization,
within the meaning of Title IV of ERISA.

     "Eurodollar",  when used in reference to any Loan or  Borrowing,  refers to
whether  such  Loan,  or the Loans  constituting  such  Borrowing,  are  bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

     "Event of Default" has the meaning assigned to such term in Article VIII.

     "Excess Cash Flow" means, for any fiscal year, the amount (if any) by which
(a) the sum of (i) Annualized  Consolidated  Operating Cash Flow for such fiscal
year plus  (ii) any  interest  income  realized in cash of the  Borrower and its
Restricted Subsidiaries during such fiscal year exceeds (b) the sum of (i) Total
Debt  Service  for such fiscal year plus  (ii) the  aggregate  amount of Capital
Expenditures  made by the Borrower and its Restricted  Subsidiaries  during such
fiscal year (net of long-term Indebtedness, if any, incurred by the Borrower and
its Restricted  Subsidiaries  during such fiscal year) plus (iii) the  aggregate
amount of income taxes paid or payable by the Borrower (excluding any such taxes
attributable to the revenues of Unrestricted Subsidiaries for which the Borrower
has been or is  entitled  to be  reimbursed,  or has  received or is entitled to
receive a credit, pursuant to the terms of any Tax Allocation Agreement) and its
Restricted Subsidiaries during such fiscal year.

     "Exchange Act" means the United States Securities  Exchange Act of 1934, as
amended.

<page>
     "Excluded  Taxes"  means,  with respect to the  Administrative  Agent,  any
Lender or any other  recipient of any payment to be made by or on account of any
obligation of the Borrower  hereunder,  (a) income or franchise taxes imposed on
(or  measured  by) its net income by the  United  States of  America,  or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal  office  is  located  or,  in the case of any  Lender,  in  which  its
applicable  lending  office is located,  (b) any branch profits taxes imposed by
the  United  States  of  America  or  any  similar  tax  imposed  by  any  other
jurisdiction  in which the  Borrower is located and (c) in the case of a Foreign
Lender  (other than an  assignee  pursuant  to a request by the  Borrower  under
Section 2.16(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
or is attributable to such Foreign  Lender's failure or inability (other than as
a result  of a Change  in Law) to  comply  with  Section 2.14(e),  except to the
extent that such Foreign Lender's assignor (if any) was entitled, at the time of
assignment, to receive additional amounts from the Borrower with respect to such
withholding tax pursuant to Section 2.14(a).

     "Existing  Credit  Agreement"  means the Second Amended and Restated Credit
Agreement  dated as of November 17, 2000 among the  Borrower,  the Lenders party
thereto,  Fleet  National Bank,  Bank Of Montreal and Bank of America,  N.A., as
co-agents  for the  Lenders  thereunder,  and JPMCB (as  successor  to The Chase
Manhattan Bank), as Administrative Agent.

     "Federal Funds  Effective  Rate" means,  for any day, the weighted  average
(rounded  upwards,  if  necessary,  to the  next  1/100  of 1%) of the  rates on
overnight Federal funds  transactions with members of the Federal Reserve System
arranged by Federal funds brokers,  as published on the next succeeding 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 (rounded  upwards,  if
necessary,  to the  next  1/100 of 1%) 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.

     "Financing  Lease"  means  any lease of  property,  real or  personal,  the
obligations  of the lessee in respect of which are required in  accordance  with
GAAP to be capitalized on a balance sheet of the lessee.

     "Foreign  Lender"  means any Lender that is  organized  under the laws of a
jurisdiction  other than that in which the Borrower is located.  For purposes of
this  definition,  the United  States of  America,  each State  thereof  and the
District of Columbia shall be deemed to constitute a single jurisdiction.

     "Foreign  Subsidiary" means any Subsidiary of the Borrower  organized under
the laws of any jurisdiction outside the United States.

<page>

     "GAAP" means generally accepted accounting  principles in the United States
consistent  with those  utilized in preparing the audited  financial  statements
referred to in Section 4.01.

     "Governmental  Authority"  means the  government  of the  United  States of
America, or of any other nation, or any political  subdivision thereof,  whether
state or local,  and any agency,  authority,  instrumentality,  regulatory body,
court, central bank or other entity exercising executive, legislative, judicial,
taxing,  regulatory  or  administrative  powers or functions of or pertaining to
government.

     "Guarantee  Assumption  Agreement" means a Guarantee  Assumption  Agreement
substantially  in  the  form  of  Exhibit B  by  an  entity  that,  pursuant  to
Section 6.08,  is required to become a "Subsidiary Guarantor" hereunder in favor
of the Administrative Agent.

     "Guarantee Obligation" means as to any Person (the "guaranteeing  person"),
any obligation of (a) the  guaranteeing  person or (b) another  Person to induce
the  creation  of which the  guaranteeing  person  has  issued a  reimbursement,
counterindemnity or similar obligation, in either case guaranteeing or in effect
guaranteeing  any  Indebtedness,  leases,  dividends or other  obligations  (the
"primary  obligations") of any other third Person (the "primary obligor") in any
manner,  whether  directly or indirectly,  including,  without  limitation,  any
obligation  of  the  guaranteeing  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 (1) for the purchase
or payment of any such primary  obligation or (2) to maintain working capital or
equity capital of the primary  obligor or otherwise to maintain the net worth or
solvency of the primary  obligor,  (iii) to  purchase  property,  securities  or
services  primarily  for the purpose of assuring  the owner of any such  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 owner of any such
primary obligation against loss in respect thereof;  provided however,  that the
term Guarantee  Obligation  shall not include  endorsements  of instruments  for
deposit or collection in the ordinary course of business.

     The amount of any Guarantee  Obligation of any guaranteeing person shall be
deemed to be the  lower of (a) an  amount  equal to the  stated or  determinable
amount of the primary  obligation in respect of which such Guarantee  Obligation
is made and (b) the  maximum  amount for which such  guaranteeing  person may be
liable  pursuant  to  the  terms  of the  instrument  embodying  such  Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable,  in which case
the amount of such  Guarantee  Obligation  shall be such  guaranteeing  person's
maximum reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.

<page>

     "Hedging Agreement" means any interest rate protection  agreement,  foreign
currency  exchange  agreement,  commodity  price  protection  agreement or other
interest or currency exchange rate or commodity price hedging arrangement.

     "Indebtedness"  of any  Person  at any  date  means,  without  duplication,
(a) all  indebtedness  of such  Person for  borrowed  money or for the  deferred
purchase price of property or services (other than trade liabilities incurred in
the  ordinary  course of  business  and  payable in  accordance  with  customary
practices),  (b) any other  indebtedness  of such Person which is evidenced by a
note, bond, debenture or similar instrument,  (c) all obligations of such Person
under  Financing  Leases,  (d) all  obligations  of such  Person  contingent  or
otherwise in respect of banker's  acceptances or similar  instruments  issued or
created for the  account of such  Person,  (e) all  obligations,  contingent  or
otherwise, of such Person as an account party under acceptance, letter of credit
or  similar  facilities  and  (f) all  liabilities  of  the  type  described  in
clauses (a)  through (e) above secured by any Lien on any property owned by such
Person  (not to exceed the value of such  property)  even though such Person has
not assumed or otherwise become liable for the payment thereof.

     "Indemnified Taxes" means Taxes other than Excluded Taxes.

     "Infinity" means Infinity Broadcasting Corporation, a Delaware corporation.

     "INI" means (a) Infinity  Network Inc., a Delaware corporation that, on the
date hereof,  is a wholly owned Subsidiary of Infinity,  or (b) any other wholly
owned  Subsidiary  of  Infinity  that  owns  Capital  Stock or  other  ownership
interests  of the  Borrower;  provided  that  Infinity  shall have  notified the
Administrative Agent of the name of such other Subsidiary and the amount of such
ownership interests owned by such Subsidiary.

     "Insolvent" means pertaining to a condition of Insolvency.

     "Interest  Accrual  Period" means the period  commencing  during any fiscal
quarter on the date (the "Change Date") that is the third Business Day following
the receipt by the  Administrative  Agent of the certificate  referred to in the
next to the last paragraph in the definition of "Applicable  Margin", to but not
including the Change Date in the immediately following fiscal quarter.

     "Interest  Election  Request" means a request by the Borrower to convert or
continue a Borrowing in accordance with Section 2.05.

     "Interest  Payment  Date"  means  (a) with  respect to any  ABR Loan,  each
Quarterly Date and (b) with respect to any Eurodollar Loan, the last day of each
Interest  Period  therefor and, in the case of any Interest  Period of more than
three months'  duration,  each day prior to the last day of such Interest Period
that  occurs at  three-month  intervals  after  the  first day of such  Interest
Period.

<page>

     "Interest  Period" means, for any Eurodollar Loan or Borrowing,  the period
commencing on the date of such Loan or Borrowing  and ending on the  numerically
corresponding  day in the calendar  month that is one, two,  three or six months
thereafter,  as  specified  in the  applicable  Borrowing  Request  or  Interest
Election Request;  provided,  that (i) if any Interest Period would end on a day
other than a Business Day,  such  Interest  Period shall be extended to the next
succeeding  Business Day unless such next succeeding  Business Day would fall in
the next calendar  month,  in which case such  Interest  Period shall end on the
next preceding  Business Day, and (ii) any Interest Period that commences on the
last  Business  Day of a  calendar  month  (or on a day for  which  there  is no
numerically  corresponding  day in the  last  calendar  month  of such  Interest
Period) shall end on the last  Business Day of the last  calendar  month of such
Interest Period.  For purposes hereof, the date of a Loan initially shall be the
date on which such Loan is made and  thereafter  shall be the effective  date of
the most  recent  conversion  or  continuation  of such Loan,  and the date of a
Borrowing  comprising  Loans that have been converted or continued  shall be the
effective date of the most recent conversion or continuation of such Loans.

     "Investment" has the meaning assigned to such term in Section 7.08.

     "JPMCB" means JPMorgan Chase Bank.

     "Lenders"  means the Persons listed on Schedule I and any other Person that
shall have become a party hereto pursuant to an Assignment and Acceptance, other
than any such Person that ceases to be a party hereto  pursuant to an Assignment
and Acceptance.

     "LIBO Rate" means,  for the Interest  Period for any Eurodollar  Borrowing,
the rate appearing on Page 3750 of the Telerate  Service (or on any successor or
substitute  page of such Service,  or any  successor to or  substitute  for such
Service,  providing rate quotations  comparable to those  currently  provided on
such page of such Service,  as determined by the Administrative  Agent from time
to time for purposes of providing  quotations  of interest  rates  applicable to
Dollar deposits in the London  interbank  market) at  approximately  11:00 a.m.,
London  time,  two  Business  Days prior to the  commencement  of such  Interest
Period,  as the  rate  for the  offering  of  Dollar  deposits  with a  maturity
comparable to such Interest Period. In the event that such rate is not available
at such time for any reason,  then the LIBO Rate for such Interest  Period shall
be the rate at which Dollar deposits of $5,000,000 and for a maturity comparable
to such  Interest  Period are  offered  by the  principal  London  office of the
Administrative  Agent in  immediately  available  funds in the London  interbank
market at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

<page>

     "Lien"  means any  mortgage,  pledge,  hypothecation,  assignment,  deposit
arrangement,  encumbrance,  lien (statutory or other),  charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including, without limitation, any
conditional  sale or other title  retention  agreement and any  Financing  Lease
having substantially the same economic effect as any of the foregoing).

     "Loan Documents" means, collectively, this Agreement and the Notes.

     "Loans"  means the loans made by the  Lenders to the  Borrower  pursuant to
this Agreement.

     "Management Agreement" means the Management Agreement dated as of March 30,
1999, as amended by an amendment dated April 15, 2002,  between the Borrower and
Infinity.

     "Management  Fees" means, for any period,  fees and cash incentive  bonuses
payable to  Infinity  under the  Management  Agreement  during  such  period for
administrative, management and other services performed for the Borrower and its
Subsidiaries.

     "Material  Adverse  Effect"  means a  material  adverse  effect on  (a) the
business,  operations,  property, assets, liabilities or condition (financial or
otherwise) of the Borrower and its Restricted  Subsidiaries  taken as a whole or
(b) the validity or enforceability of this or any of the other Loan Documents or
the rights or remedies of the  Administrative  Agent or the Lenders hereunder or
thereunder.

     "Material  Environmental  Amount" means an amount finally  determined to be
payable by the Borrower  and/or its  Subsidiaries  in excess of  $1,000,000  for
remedial costs, compliance costs, compensatory damages, punitive damages, fines,
penalties or any combination thereof.

     "Materials  of  Environmental  Concern"  means any  gasoline  or  petroleum
(including,  without limitation, crude oil or any fraction thereof) or petroleum
products or any hazardous or toxic  substances,  materials or wastes  defined or
regulated  as  such  in or  under  any  Environmental  Law,  including,  without
limitation,   asbestos,    polychlorinated   biphenyls   and   urea-formaldehyde
insulation.

     "Multiemployer   Plan"   means  a   multiemployer   plan  as   defined   in
Section 4001(a)(3) of ERISA.

     "Notes" means the collective  reference to any promissory  notes evidencing
Loans of either Class pursuant to Section 2.07(f).

<page>
     "Obligor" means the Borrower and each Subsidiary Guarantor.

     "Other  Taxes"  means any and all  present or future  stamp or  documentary
taxes or any other excise or property  taxes,  charges or similar levies arising
from any payment made hereunder or from the  execution,  delivery or enforcement
of, or otherwise with respect to, this Agreement.

     "PBGC"  means the  Pension  Benefit  Guaranty  Corporation  referred to and
defined in ERISA and any successor entity performing similar functions.

     "Permitted  Additional  Indebtedness"  means  Indebtedness  incurred by the
Borrower which is  (i) unsecured,  (ii) no  portion of the principal of which is
required to be repaid, repurchased or retired prior to June 30, 2009 (other than
upon a change  of  control  of the  Borrower)  and  (iii) has  other  terms  and
conditions  (other  than those  relating to interest  rate,  fees and  premiums)
which,  taken as a whole, are no more restrictive on the Borrower (as determined
in good faith by the Board of  Directors  of the Borrower in the exercise of its
reasonable  discretion)  than the terms and conditions of this Agreement,  as in
effect on the date of incurrence of such Indebtedness,  provided, that, prior to
and after  giving  effect to such  incurrence,  there  shall exist no Default or
Event of Default hereunder.

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

     "Plan" means any employee  pension benefit plan (other than a Multiemployer
Plan) subject to the  provisions of Title IV of ERISA or Section 412 of the Code
or  Section 302  of ERISA,  and in  respect of which the  Borrower  or any ERISA
Affiliate  is (or, if such plan were  terminated,  would under  Section 4069  of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

     "Prime Rate" means the rate of interest per annum  publicly  announced from
time to time by JPMCB as its prime rate in effect at its principal office in New
York City;  each change in the Prime Rate shall be effective  from and including
the date such change is publicly announced as being effective.

     "Properties" means the facilities and properties owned,  leased or operated
by the Borrower or any of its Subsidiaries.

     "Quarterly Dates" means the last Business Day of February,  May, August and
November in each year,  the first of which shall be the first such day after the
date hereof.

     "Register" has the meaning set forth in Section 10.04.

<page>

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

     "Related  Parties"  means,  with  respect  to any  specified  Person,  such
Person's Affiliates and the respective directors,  officers,  employees,  agents
and advisors of such Person and such Person's Affiliates.

     "Required  Lenders"  means,  at any time,  subject to the last paragraph of
Section 10.02(b),  Lenders having Revolving Credit  Exposures,  outstanding Term
Loans and unused Commitments  representing more than 50% of the sum of the total
Revolving Credit  Exposures,  outstanding  Term Loans and unused  Commitments at
such time. The "Required  Lenders" of a particular  Class of Loans means Lenders
having Revolving Credit Exposures, outstanding Term Loans and unused Commitments
of  such  Class  representing  more  than  50% of  the  total  Revolving  Credit
Exposures,  outstanding Term Loans and unused  Commitments of such Class at such
time.

     "Requirement   of  Law"  means  as  to  any  Person,   the  Certificate  of
Incorporation and By-Laws or other organizational or governing documents of such
Person,  and  any  law,  treaty,  rule  or  regulation  or  determination  of an
arbitrator or a court or other Governmental  Authority,  in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

     "Responsible  Officer" means the Chairman of the Board,  the Co-Chairman of
the Board,  the chief  executive  officer,  the president,  the chief  financial
officer or the senior vice president of financial operations of the Borrower.

     "Restricted  Payment"  shall  have the  meaning  assigned  to such  term in
Section 7.07.

     "Restricted Subsidiary" means each Subsidiary of the Borrower other than an
Unrestricted Subsidiary.

     "Revolving Credit", when used in reference to any Loan or Borrowing, refers
to  whether  such  Loan,  or the Loans  constituting  such  Borrowing,  are made
pursuant to Section 2.01(a).

     "Revolving Credit Availability  Period" means the period from and including
the  Effective  Date  to but  excluding  the  earlier  of the  Revolving  Credit
Commitment  Termination Date and the date of termination of the Revolving Credit
Commitments.

     "Revolving  Credit  Commitment"  means,  with respect to each  Lender,  the
commitment,  if any, of such Lender to make  Revolving  Credit Loans  hereunder,

<page>
expressed  as an  amount  representing  the  maximum  aggregate  amount  of such
Lender's  Revolving  Credit  Exposure  hereunder,  as  such  commitment  may  be
(a) reduced   from  time  to  time  pursuant  to  Section 2.06   or 2.08(b)  and
(b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 10.04.  The initial amount of each Lender's Revolving
Credit  Commitment  is  set  forth  on  Schedule I,  or in  the  Assignment  and
Acceptance pursuant to which such Lender shall have assumed its Revolving Credit
Commitment,  as  applicable.  The  initial  aggregate  amount  of  the  Lenders'
Revolving Credit Commitments is $180,000,000.

     "Revolving  Credit  Commitment  Termination  Date" means the Quarterly Date
falling on or nearest to February 28, 2009.

     "Revolving  Credit Exposure" means, with respect to any Lender at any time,
the aggregate  outstanding  principal  amount of such Lender's  Revolving Credit
Loans at such time.

     "Revolving Credit Lender" means a Lender with a Revolving Credit Commitment
or, if the Revolving  Credit  Commitments  have terminated or expired,  a Lender
with Revolving Credit Exposure.

     "Statutory  Reserve Rate" means, for the Interest Period for any Eurodollar
Borrowing,  a fraction  (expressed as a decimal),  the numerator of which is the
number one and the  denominator  of which is the number one minus the arithmetic
mean,  taken over each day in such  Interest  Period,  of the  aggregate  of the
maximum  reserve  percentages  (including  any marginal,  special,  emergency or
supplemental  reserves) expressed as a decimal established by the Board to which
the Administrative Agent is subject for eurocurrency funding (currently referred
to as  "Eurocurrency  liabilities" in  Regulation D of the Board).  Such reserve
percentages   shall  include  those  imposed  pursuant  to  such   Regulation D.
Eurodollar  Loans shall be deemed to constitute  eurocurrency  funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions  or  offsets  that may be  available  from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

     "Subsidiary"  means, as to any Person, a corporation,  partnership or other
entity of which shares of stock or other  ownership  interests  having  ordinary
voting power  (other than stock or such other  ownership  interests  having such
power only by reason of the happening of a  contingency)  to elect a majority of
the board of directors or other  managers of such  corporation,  partnership  or
other  entity are at the time owned,  or the  management  of which is  otherwise
controlled, directly or indirectly through one or more intermediaries,  or both,
by such Person. Unless otherwise qualified,  all references to a "Subsidiary" or
to  "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries
of the Borrower.

<page>
     "Subsidiary  Guarantor"  means  each of the  Subsidiaries  of the  Borrower
identified  under the caption  "SUBSIDIARY  GUARANTORS"  on the signature  pages
hereto and each Subsidiary of the Borrower that becomes a "Subsidiary Guarantor"
after the date hereof pursuant to Section 6.08.

     "Tax   Allocation   Agreements"   means  each  Tax   Allocation   Agreement
substantially in the form of Exhibit E hereto,  each between the Borrower and an
Unrestricted Subsidiary.

     "Taxes" means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.

     "Term", when used in reference to any Loan or Borrowing,  refers to whether
such Loan,  or the Loans  constituting  such  Borrowing,  are made  pursuant  to
Section 2.01(b).

     "Term Loan Commitment"  means, with respect to each Lender, the commitment,
if any, of such Lender to make one or more Term Loans hereunder on the Effective
Date, expressed as an amount representing the maximum aggregate principal amount
of the Term Loans to be made by such Lender hereunder, as such commitment may be
(a) reduced   from  time  to  time  pursuant  to  Section 2.06   or 2.08(b)  and
(b) reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 10.04.  The initial amount of each Lender's Term Loan
Commitment  is set forth on  Schedule I,  or in the  Assignment  and  Acceptance
pursuant to which such Lender  shall have assumed its Term Loan  Commitment,  as
applicable.  The initial  aggregate amount of the Lenders' Term Loan Commitments
is $120,000,000.

     "Term  Loan  Lender"  means a  Lender  with a Term  Loan  Commitment  or an
outstanding Term Loan.

     "Term Loan Maturity Date" means the Quarterly Date falling on or nearest to
February 28, 2009.

     "Total Debt" means the sum of, without  duplication,  (a) all  Indebtedness
(other  than  Indebtedness  in respect of the  undrawn  amount of any letters of
credit)  of the  Borrower  and  its  Restricted  Subsidiaries,  determined  on a
consolidated basis and (b) all  Indebtedness (other than Indebtedness in respect
of the undrawn  amount of any letters of credit) of others for which a Guarantee
Obligation has been given by the Borrower or any Restricted Subsidiary.

     "Total Debt Ratio"  means,  as of any date of  determination  thereof,  the
ratio  of  (a) Total  Debt  outstanding  as  of  such  date  to   (b) Annualized
Consolidated  Operating Cash Flow for the period of the four fiscal  quarters of
the  Borrower  ended on, or most  recently  ended  prior to, such date for which
financial  statements  have been, or are required to have been,  provided to the
Lenders pursuant to Section 6.01.

<page>

     "Total Debt  Service"  means,  as at the last day of any fiscal year of the
Borrower,  the sum (calculated without duplication) of all payments of principal
of and interest on Indebtedness of the Borrower and its Restricted  Subsidiaries
made or  scheduled  to be made during  such fiscal year (other than  payments of
principal which may be reborrowed), provided that, for any fiscal year ending on
or prior to the  Revolving  Credit  Commitment  Termination  Date,  "Total  Debt
Service"  shall  include  all  mandatory  reductions  of  the  Revolving  Credit
Commitments pursuant to Section 2.08(b) effected during such fiscal year.

     "Total Interest" means, for any period, all interest,  whether paid in cash
or accrued as a liability,  on all Indebtedness  (including  imputed interest on
Financing Leases) of the Borrower and its Restricted Subsidiaries, determined on
a consolidated basis, during such period.

     "Total  Interest  Coverage  Ratio" means,  as of any date of  determination
thereof,  the ratio of (a) Annualized  Consolidated  Operating Cash Flow for the
period of four fiscal  quarters of the Borrower ended on, or most recently ended
prior to, such date to (b) Total Interest for such period.

     "Transactions"  means  the  execution,  delivery  and  performance  by each
Obligor of this  Agreement and the other Loan Documents to which such Obligor is
intended  to be a party,  the  borrowing  of Loans  and the use of the  proceeds
thereof.

     "Type", when used in reference to any Loan or Borrowing,  refers to whether
the rate of interest on such Loan, or on the Loans  constituting such Borrowing,
is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

     "2002 Notes" means the Borrower's Senior  Guaranteed  Notes,  Series A, due
November  2009,  and the  Borrower's  Senior  Guaranteed  Notes,  Series  B, due
November  2012  in an  aggregate  principal  amount  up to  but  not  exceeding,
$200,000,000.

     "2002 Notes  Guarantee"  means the guarantee by the  Guarantors of the 2002
Notes pursuant to the 2002 Notes Note Purchase Agreement.

     "2002 Notes Note  Purchase  Agreement"  means the Note  Purchase  Agreement
dated as of December 3, 2002 among the Borrower and the  Purchasers  referred to
therein pursuant to which the 2002 Notes have been issued.

<page>

     "Unrestricted Investment Basket" means, at any time, an amount equal to the
sum of the following:

          (a)   any  Excess  Cash  Flow  of  the  Borrower  and  its  Restricted
     Subsidiaries  for any fiscal year commencing with the fiscal year ending on
     December 31, 2002 plus

          (b)   the  aggregate  net  cash  proceeds  received  by  the  Borrower
     subsequent to the Effective Date from the issuance of shares of its Capital
     Stock.

     "Unrestricted  Subsidiary"  means any  Subsidiary of the Borrower which has
been  organized or acquired after the date hereof and designated by the Board of
Directors of the Borrower as an  "Unrestricted  Subsidiary",  provided,  in each
case, that at the time any such other Subsidiary is so organized or acquired and
at all times thereafter:

          (a)  none  of  the  issued  and  outstanding  capital  stock  of  such
     Subsidiary  (or  any  Subsidiary  of  such  Subsidiary)  is  owned  by  any
     Restricted Subsidiary;

          (b) except as  permitted by  Section 7.08(g),  no proceeds of any Loan
     hereunder  are used to finance  or pay any cost or  expense  related to the
     organization  of, or  acquisition  of the  assets or  properties  of,  such
     Subsidiary (or any Subsidiary of such Subsidiary);

          (c) except as permitted by  Section 7.08(g),  neither the Borrower nor
     any Restricted Subsidiary is at the time such Subsidiary (or any Subsidiary
     of such  Subsidiary)  is  organized  or acquired or at any time  thereafter
     (x) directly or indirectly liable (contingently or otherwise),  or provides
     or is  obligated  to  provide  any  credit  support,  for any  Indebtedness
     (including,  without limitation,  any undertaking,  agreement or instrument
     evidencing such  Indebtedness)  or other  obligation of such Subsidiary (or
     any Subsidiary of such  Subsidiary),  (y) obligated to contribute any funds
     or other property to such Subsidiary (or any Subsidiary of such Subsidiary)
     or  (z) otherwise  directly or indirectly  obligated to any other Person on
     account of the Indebtedness,  other  obligations or financial  condition of
     such Subsidiary (or any Subsidiary of such Subsidiary) except to the extent
     of a pledge or security interest in the Capital Stock owned by the Borrower
     of  such  Subsidiary  as  collateral   security  for  obligations  of  such
     Subsidiary (or any Subsidiary of such Subsidiary);

          (d)  no  agreements,  instruments  or  other  documents  governing  or
     evidencing any  Indebtedness  of such Subsidiary (or any Subsidiary of such
     Subsidiary) contains a cross-default or cross-acceleration  clause or other
     "event of  default"  or  similar  event the  occurrence  of which  (with or
     without  notice  or lapse  of time or both)  causes  or  would  permit  the
     holder(s)  thereof  to  cause  such  Indebtedness  to  become  due or to be

<page>
     required  to be  purchased  or redeemed  by such  Subsidiary  or any of its
     Affiliates  prior to its  stated  maturity  or to take  enforcement  action
     against such  Subsidiary (or any Subsidiary of such  Subsidiary)  solely by
     reason of (x) the  occurrence  of a Default or Event of Default  hereunder,
     (y) the occurrence of any default or other event or condition in respect of
     any  other   Indebtedness   of  the  Borrower  or  any  of  its  Restricted
     Subsidiaries (including, without limitation,  subordinated debt) or (z) the
     occurrence of any event or condition with respect to the Borrower or any of
     its Restricted  Subsidiaries other than any event or condition described in
     Section 8(f) with respect to the Borrower;

          (e)  the  Borrower  and  such  Subsidiary  (or  another   Unrestricted
     Subsidiary  of which such  Subsidiary is a  Subsidiary),  acting on its own
     behalf  and  on  behalf  of  its  Subsidiaries,  have  entered  into  a Tax
     Allocation Agreement,  which Agreement shall be in full force and effect at
     the  time  such  Subsidiary  is  organized  or  acquired  and at all  times
     thereafter, and

          (f) the Borrower has  notified the Lenders as to the  organization  or
     acquisition of such Subsidiary as required by Section 6.07 and the Borrower
     is in compliance with its other obligations set forth in Section 6.07.

Notwithstanding  the foregoing,  no Subsidiary  that is a Restricted  Subsidiary
under the 2002 Notes Note Purchase  Agreement may be an Unrestricted  Subsidiary
hereunder.

     "Withdrawal  Liability" means liability to a Multiemployer Plan as a result
of a complete or partial withdrawal from such Multiemployer  Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.02. Terms Generally.  The definitions of terms herein shall apply
equally to the  singular  and plural  forms of the terms  defined.  Whenever the
context may require,  any pronoun  shall  include the  corresponding  masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed  by the phrase  "without  limitation".  The word "will"
shall be  construed  to have the same  meaning  and effect as the word  "shall".
Unless the context requires  otherwise (a) any definition of or reference to any
agreement,  instrument or other document  herein shall be construed as referring
to such  agreement,  instrument or other  document as from time to time amended,
supplemented  or  otherwise  modified  (subject  to  any  restrictions  on  such
amendments,  supplements or modifications  set forth herein),  (b) any reference
herein to any Person shall be construed to include such Person's  successors and
assigns, (c) the words "herein", "hereof" and "hereunder",  and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any  particular  provision  hereof,   (d) all  references  herein  to  Articles,
Sections,  Exhibits  and  Schedules  shall be construed to refer to Articles and
Sections of, and Exhibits and  Schedules  to, this  Agreement  and (e) the words
"asset" and  "property"  shall be  construed to have the same meaning and effect
and to refer to any and all  tangible  and  intangible  assets  and  properties,
including cash, securities, accounts and contract rights.

<page>

     SECTION 1.03.  Definitions Apply to Notes, Etc. Unless otherwise  specified
therein,  all terms defined in this  Agreement  shall have the defined  meanings
when used in any Notes or any  certificate  or other  document made or delivered
pursuant
hereto.

     SECTION 1.04.  Accounting  Terms. As used herein and in any Notes,  and any
certificate  or other  document made or delivered  pursuant  hereto,  accounting
terms relating to the Borrower and its  Subsidiaries not defined in Section 1.01
and accounting terms partly defined in Section 1.01,  to the extent not defined,
shall have the respective meanings given to them under GAAP.


                                   ARTICLE II

                                   THE CREDITS

     SECTION 2.01. The Commitments.

     (a) Revolving  Credit Loans.  Subject to the terms and conditions set forth
herein,  each Revolving  Credit Lender agrees to make Revolving  Credit Loans to
the Borrower from time to time during the Revolving Credit  Availability  Period
in an  aggregate  principal  amount  that will not result in  (i) such  Lender's
Revolving Credit Exposure exceeding such Lender's Revolving Credit Commitment or
(ii) the total Revolving Credit  Exposures  exceeding the total Revolving Credit
Commitments. Within the foregoing limits and subject to the terms and conditions
set forth herein, the Borrower may borrow,  prepay and reborrow Revolving Credit
Loans.

     (b) Term Loans.  Subject to the terms and conditions set forth herein, each
Term Loan  Lender  agrees to make one or more Term Loans to the  Borrower on the
Effective  Date in a principal  amount not exceeding  its Term Loan  Commitment.
Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.

     SECTION 2.02. Loans and Borrowings.

     (a) Obligations of Lenders.  Each Loan shall be made as part of a Borrowing
consisting  of Loans of the same Class and Type made by the  Lenders  ratably in
accordance  with their  respective  Commitments  of the  applicable  Class.  The
failure  of any  Lender  to make any Loan  required  to be made by it shall  not
relieve  any  other  Lender  of its  obligations  hereunder;  provided  that the
Commitments  of the Lenders are several and no Lender shall be  responsible  for
any other Lender's failure to make Loans as required.

<page>

     (b)  Type of  Loans.  Subject  to  Section 2.11,  each  Borrowing  shall be
constituted  entirely of  ABR Loans or of  Eurodollar  Loans as the Borrower may
request  in  accordance  herewith.  Each  Lender  at its  option  may  make  any
Eurodollar  Loan by causing any domestic or foreign  branch or Affiliate of such
Lender to make such Loan;  provided  that any  exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance  with the
terms of this Agreement.

     (c) Minimum  Amounts;  Limitation on Number of Borrowings.  Each Eurodollar
Borrowing shall be in an aggregate  amount of $5,000,000 or a larger multiple of
$1,000,000.  Each  ABR Borrowing  shall  be  in an  aggregate  amount  equal  to
$2,000,000 or a larger multiple of $500,000;  provided that an ABR Borrowing may
be in an  aggregate  amount  that is equal to the entire  unused  balance of the
total Commitments of the applicable Class. Borrowings of more than one Class and
Type may be outstanding  at the same time;  provided that there shall not at any
time be more than a total of six Eurodollar Borrowings outstanding.

     (d) Limitations on Interest Periods. Notwithstanding any other provision of
this  Agreement,  the Borrower  shall not be entitled to request (or to elect to
convert to or continue as a  Eurodollar  Borrowing):  (i) any  Revolving  Credit
Borrowing  if the  Interest  Period  requested  therefor  would  end  after  the
Revolving Credit Commitment  Termination Date; or (ii) any Term Borrowing if the
Interest Period requested therefor would end after the Term Loan Maturity Date.

     SECTION 2.03. Requests for Borrowings.

     (a) Notice by the  Borrower.  To request a Borrowing,  the  Borrower  shall
notify the Administrative  Agent of such request by telephone (i) in the case of
a Eurodollar  Borrowing,  not later than  10:00 a.m.,  New York City time, three
Business  Days before the date of the proposed  Borrowing or (ii) in the case of
an ABR Borrowing,  not later than 11:00 a.m., New York City time, on the date of
the  proposed  Borrowing.  Each  such  telephonic  Borrowing  Request  shall  be
irrevocable and shall be confirmed  promptly by hand delivery or telecopy to the
Administrative  Agent of a written  Borrowing  Request in a form approved by the
Administrative Agent and signed by the Borrower.

     (b) Content of Borrowing  Requests.  Each telephonic and written  Borrowing
Request shall specify the following information in compliance with Section 2.02:

          (i)  whether  the  requested  Borrowing  is to be a  Revolving  Credit
     Borrowing or Term Borrowing;

          (ii) the aggregate amount of the requested Borrowing;

          (iii) the date of such Borrowing, which shall be a Business Day;

<page>
          (iv) whether such Borrowing is to be an  ABR Borrowing or a Eurodollar
     Borrowing;

          (v) in  the  case  of a  Eurodollar  Borrowing,  the  Interest  Period
     therefor,  which shall be a period  contemplated  by the  definition of the
     term "Interest Period" and permitted under Section 2.02(d); and

          (vi) the location and number of the Borrower's  account to which funds
     are  to  be  disbursed,   which  shall  comply  with  the  requirements  of
     Section 2.04.

          (c)  Notice  by the  Administrative  Agent  to the  Lenders.  Promptly
     following  receipt of a Borrowing  Request in accordance with this Section,
     the  Administrative  Agent shall advise each Lender of the details  thereof
     and of the amount of such Lender's Loan to be made as part of the requested
     Borrowing.

          (d) Failure to Elect.  If no election as to the Type of a Borrowing is
     specified,  then the requested  Borrowing shall be an ABR Borrowing.  If no
     Interest  Period is  specified  with  respect to any  requested  Eurodollar
     Borrowing,  then  the  requested  Borrowing  shall  be made  instead  as an
     ABR Borrowing.

          SECTION 2.04. Funding of Borrowings.

     (a) Funding by Lenders.  Each Lender  shall make each Loan to be made by it
hereunder on the proposed date thereof by wire transfer of immediately available
funds by  1:00 p.m.,  New York City time,  to the account of the  Administrative
Agent most recently  designated by it for such purpose by notice to the Lenders.
The  Administrative  Agent will make such Loans  available  to the  Borrower  by
promptly crediting the amounts so received,  in like funds, to an account of the
Borrower  maintained  with  the  Administrative  Agent  in  New  York  City  and
designated by the Borrower in the applicable Borrowing Request.

     (b)  Presumption by the  Administrative  Agent.  Unless the  Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing that such Lender will not make available to the  Administrative  Agent
such Lender's share of such Borrowing,  the Administrative Agent may assume that
such  Lender  has made such  share  available  on such date in  accordance  with
paragraph (a)  of this Section and may, in reliance upon such  assumption,  make
available to the Borrower a corresponding amount. In such event, if a Lender has
not in  fact  made  its  share  of the  applicable  Borrowing  available  to the
Administrative  Agent,  then the  applicable  Lender and the Borrower  severally
agree to pay to the Administrative  Agent forthwith on demand such corresponding
amount with  interest  thereon,  for each day from and  including  the date such
amount is made available to the Borrower to but excluding the date of payment to
<page>

the  Administrative  Agent, at (i) in the case of such Lender, the Federal Funds
Effective Rate or (ii) in the case of the Borrower, the interest rate applicable
to ABR Loans.  If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender's Loan included in such Borrowing.

     SECTION 2.05. Interest Elections.

     (a)  Elections  by the  Borrower.  The Loans  constituting  each  Borrowing
initially  shall be of the Type  specified in the applicable  Borrowing  Request
and,  in the case of a  Eurodollar  Borrowing,  shall have the  Interest  Period
specified  in such  Borrowing  Request.  Thereafter,  the  Borrower may elect to
convert such  Borrowing to a Borrowing of a different  Type or to continue  such
Borrowing  as a  Borrowing  of the same  Type and,  in the case of a  Eurodollar
Borrowing,  may elect the  Interest  Period  therefor,  all as  provided in this
Section.  The  Borrower  may elect  different  options with respect to different
portions of the affected  Borrowing,  in which case each such  portion  shall be
allocated  ratably  among  the  Lenders  holding  the  Loans  constituting  such
Borrowing,  and the Loans  constituting  each such portion shall be considered a
separate Borrowing.

     (b) Notice of Elections.  To make an election pursuant to this Section, the
Borrower shall notify the Administrative  Agent of such election by telephone by
the time that a Borrowing  Request  would be required  under Section 2.03 if the
Borrower were requesting a Borrowing of the Type resulting from such election to
be made on the effective date of such election.  Each such  telephonic  Interest
Election  Request shall be irrevocable  and shall be confirmed  promptly by hand
delivery or telecopy to the Administrative  Agent of a written Interest Election
Request  in a form  approved  by the  Administrative  Agent  and  signed  by the
Borrower.

     (c) Content of Interest  Election  Requests.  Each  telephonic  and written
Interest Election Request shall specify the following  information in compliance
with Section 2.02:

          (i) the Borrowing to which such Interest Election Request applies and,
     if different  options are being elected with respect to different  portions
     thereof,  the portions thereof to be allocated to each resulting  Borrowing
     (in which case the  information to be specified  pursuant to  clauses (iii)
     and (iv)  of  this   paragraph   shall  be  specified  for  each  resulting
     Borrowing);

          (ii) the effective date of the election made pursuant to such Interest
     Election Request, which shall be a Business Day;

          (iii) whether the resulting  Borrowing is to be an  ABR Borrowing or a
     Eurodollar Borrowing; and

<page>
          (iv)  if  the  resulting  Borrowing  is a  Eurodollar  Borrowing,  the
     Interest Period therefor after giving effect to such election,  which shall
     be a period  contemplated  by the definition of the term "Interest  Period"
     and permitted under Section 2.02(d).

     (d) Notice by the Administrative  Agent to the Lenders.  Promptly following
receipt of an Interest Election Request,  the Administrative  Agent shall advise
each  Lender  of the  details  thereof  and of  such  Lender's  portion  of each
resulting Borrowing.

     (e) Failure to Elect; Events of Default. If the Borrower fails to deliver a
timely and  complete  Interest  Election  Request  with  respect to a Eurodollar
Borrowing prior to the end of the Interest Period  therefor,  then,  unless such
Borrowing is repaid as provided herein,  at the end of such Interest Period such
Borrowing shall be converted to an ABR Borrowing.  Notwithstanding  any contrary
provision  hereof, if an Event of Default has occurred and is continuing and the
Administrative  Agent, at the request of the Required  Lenders,  so notifies the
Borrower,  then, so long as an Event of Default is continuing (i) no outstanding
Borrowing  may be  converted  to or  continued  as a  Eurodollar  Borrowing  and
(ii) unless  repaid,  each  Eurodollar   Borrowing  shall  be  converted  to  an
ABR Borrowing at the end of the Interest Period therefor.

     SECTION 2.06. Termination and Reduction of the Commitments.

     (a) Scheduled Termination.  Unless previously terminated, (i) the Term Loan
Commitments  shall terminate at 5:00 p.m.,  New York City time, on the Effective
Date, and (ii) the Revolving Credit Commitments shall terminate on the Revolving
Credit Commitment Termination Date.

     (b)  Voluntary  Termination  or  Reduction.  The  Borrower  may at any time
terminate,  or from time to time reduce, the Commitments of any Class;  provided
that (i) each reduction of the Commitments of any Class pursuant to this Section
shall be in an amount that is $5,000,000 or a larger  multiple of $1,000,000 and
(ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments
if, after giving effect to any  concurrent  prepayment  of the Revolving  Credit
Loans in accordance  with  Section 2.08,  the total Revolving  Credit  Exposures
would exceed the total Revolving Credit Commitments.

     (c) Notice of Voluntary Termination or Reduction. The Borrower shall notify
the Administrative  Agent of any election to terminate or reduce the Commitments
of any Class under  paragraph (b)  of this Section at least three  Business Days
prior to the effective date of such  termination or reduction,  specifying  such
election and the  effective  date  thereof.  Promptly  following  receipt of any
notice,  the  Administrative  Agent  shall  advise the  Lenders of the  contents
thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable;  provided  that a notice of  termination  of the  Revolving  Credit
Commitments  delivered by the Borrower may state that such notice is conditioned
upon the effectiveness of other credit facilities, in which case such notice may

<page>
be revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied.

     (d) Effect of Termination or Reduction. Any termination or reduction of the
Commitments  of  either  Class  shall  be  permanent.   Each  reduction  of  the
Commitments  of  either  Class  shall  be made  ratably  among  the  Lenders  in
accordance with their respective Commitments of such Class.

     SECTION 2.07. Repayment of Loans; Evidence of Debt.

     (a)  Repayment.  The Borrower  hereby  unconditionally  promises to pay the
Loans as follows:

          (i) to the  Administrative  Agent for account of the Revolving  Credit
     Lenders the outstanding  principal  amount of the Revolving Credit Loans on
     the Revolving Credit Commitment Termination Date, and

          (ii) to the Administrative  Agent for account of the Term Loan Lenders
     the  outstanding  principal  amount  of the Term  Loans  on the  Term  Loan
     Maturity Date.

     (b)  Manner  of  Payment.  Prior  to any  repayment  or  prepayment  of any
Borrowings of either Class hereunder, the Borrower shall select the Borrowing or
Borrowings   of  the   applicable   Class  to  be  paid  and  shall  notify  the
Administrative  Agent by telephone (confirmed by telecopy) of such selection not
later  than  11:00 a.m.,  New York City time,  three  Business  Days  before the
scheduled date of such repayment;  provided that each repayment of Borrowings of
either Class shall be applied to repay any  outstanding  ABR Borrowings  of such
Class before any other Borrowings of such Class. If the Borrower fails to make a
timely  selection of the Borrowing or  Borrowings to be repaid or prepaid,  such
payment shall be applied,  first, to pay any outstanding  ABR Borrowings  of the
applicable Class and, second,  to other Borrowings of such Class in the order of
the remaining duration of their respective  Interest Periods (the Borrowing with
the shortest  remaining  Interest Period to be repaid first).  Each payment of a
Borrowing shall be applied ratably to the Loans included in such Borrowing.

     (c)  Maintenance  of Records by  Lenders.  Each  Lender  shall  maintain in
accordance with its usual practice  records  evidencing the  indebtedness of the
Borrower to such Lender resulting from each Loan made by such Lender,  including
<page>

the amounts of principal and interest  payable and paid to such Lender from time
to time hereunder.

     (d) Maintenance of Records by the Administrative  Agent. The Administrative
Agent shall  maintain  records in which it shall record  (i) the  amount of each
Loan made  hereunder,  the  Class  and Type  thereof  and each  Interest  Period
therefor,  (ii) the  amount of any  principal  or interest due and payable or to
become due and payable from the Borrower to each Lender  hereunder and (iii) the
amount of any sum received by the Administrative  Agent hereunder for account of
the Lenders and each Lender's share thereof.

     (e) Effect of Entries.  The entries made in the records maintained pursuant
to  paragraph (c)  or (d) of this Section  shall be prima facie  evidence of the
existence and amounts of the  obligations  recorded  therein;  provided that the
failure of any Lender or the  Administrative  Agent to maintain  such records or
any error therein shall not in any manner affect the  obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

     (f)  Promissory  Notes.  Any Lender may request  that Loans of either Class
made by it be evidenced by a promissory  note. In such event, the Borrower shall
prepare,  execute and deliver to such Lender a  promissory  note payable to such
Lender (or,  if  requested  by such  Lender,  to such Lender and its  registered
assigns) and in a form approved by the  Administrative  Agent.  Thereafter,  the
Loans evidenced by such promissory note and interest  thereon shall at all times
(including after assignment  pursuant to Section 10.04) be represented by one or
more  promissory  notes in such form payable to the payee named  therein (or, if
such  promissory  note is a registered  note,  to such payee and its  registered
assigns).

     SECTION 2.08. Prepayment of Loans.

     (a) Optional Prepayments. The Borrower shall have the right at any time and
from time to time to prepay any  Borrowing  in whole or in part,  subject to the
requirements of this Section.

     (b) Mandatory  Prepayments.  The Borrower will prepay the Loans, and/or the
Commitments shall be subject to automatic reduction, as follows:

          (i)   Dispositions.   If  the  Borrower  or  any  of  its   Restricted
     Subsidiaries  shall  receive any net cash  proceeds  from the sale or other
     disposition  of property,  businesses  or assets  (except for  (i) sales or
     other  dispositions  of obsolete or worn out  property  and  (ii) sales  of
     inventory or other  property in the ordinary  course of business)  and such
     proceeds are not used to purchase  other assets within 12 months of receipt
     thereof, the Borrower shall apply an amount equal to 100% of the portion of
     such net cash  proceeds not so used to the  prepayment  of the Loans and to
     the permanent  reduction of the Revolving Credit  Commitments in the manner
     and to the extent specified in clause (iii) of this paragraph.

          (ii)  Casualty  Events.  If the  Borrower  or  any  of its  Restricted
     Subsidiaries  shall receive any proceeds from any insurance on the property
     of the  Borrower  or  its  Restricted  Subsidiaries  (other  than  business
     interruption  insurance),  then  the  Borrower  shall  apply  100%  of such
     proceeds,  to the extent they are not  reasonably  promptly  applied to the
     repair or  replacement  of the  affected  property  to which such  proceeds
<page>
     relate  (or to the  payment  of  taxes or other  expenses  related  to such
     property or the  repayment of any  Indebtedness  secured  thereby),  to the
     prepayment  of the Loans and to the  permanent  reduction of the  Revolving
     Credit   Commitments  in  the  manner  and  to  the  extent   specified  in
     clause (iii) of this paragraph.

          (iii)  Application.   Prepayments  and/or  reductions  of  Commitments
     pursuant to this paragraph shall be applied as follows:

               first,  (A) if such prepayment and/or reduction of Commitments is
          required to be made before the Term Loan  Commitments have terminated,
          to reduce  the  aggregate  amount of the Term  Loan  Commitments,  and
          (B) if such prepayment  and/or reduction of Commitments is required to
          be made after the Term Loan Commitments have terminated, to prepay the
          Term Loans, and

               second,  after  the  payment  in full of the Term  Loans  and the
          termination  of the Term Loan  Commitments,  to reduce  the  aggregate
          amount of the Revolving  Credit  Commitments  (and to the extent that,
          after giving  effect to such  reduction,  the total  Revolving  Credit
          Exposures would exceed the Revolving Credit Commitments,  the Borrower
          shall prepay Loans in an aggregate amount equal to such excess).

     (c) Notices,  Etc. The Borrower  shall notify the  Administrative  Agent by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing,  not later than 11:00 a.m.,  New York City
time,  three  Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Borrowing,  not later than 11:00 a.m.,  New York City time,
one  Business  Day  before the date of  prepayment.  Each such  notice  shall be
irrevocable and shall specify the prepayment  date, the principal amount of each
Borrowing  or  portion  thereof to be prepaid  and,  in the case of a  mandatory
prepayment,  a reasonably detailed calculation of the amount of such prepayment;
provided  that,  if a  notice  of  prepayment  is  given  in  connection  with a
conditional  notice  of  termination  of the  Revolving  Credit  Commitments  as
contemplated by  Section 2.06,  then such notice of prepayment may be revoked if
such notice of termination is revoked in accordance with Section 2.06.  Promptly
following receipt of any such notice relating to a Borrowing, the Administrative
Agent shall advise the relevant  Lenders of the contents  thereof.  Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the
case of a  Borrowing  of the same Type as provided  in  Section 2.02,  except as
necessary to apply fully the  required  amount of a mandatory  prepayment.  Each
prepayment of a Borrowing  shall be applied ratably to the Loans included in the
prepaid  Borrowing.  Prepayments shall be accompanied by accrued interest to the
extent  required by  Section 2.10  and shall be made in the manner  specified in
Section 2.07(b).

<page>

     SECTION 2.09. Fees.

     (a) Commitment Fee. The Borrower agrees to pay to the Administrative  Agent
for account of each Lender a  commitment  fee,  which shall accrue at a rate per
annum equal to 1/4 of 1% on the average  daily  unused  amount of the  Revolving
Credit  Commitment  of such Lender during the period from and including the date
hereof to but excluding the earlier of the date such Revolving Credit Commitment
terminates  and  the  Revolving  Credit  Commitment  Termination  Date.  Accrued
commitment  fees shall be payable on each  Quarterly  Date and on the earlier of
the date the Revolving  Credit  Commitments  terminate and the Revolving  Credit
Commitment  Termination  Date,  commencing on the first such date to occur after
the date hereof. All commitment fees shall be computed on the basis of a year of
360 days and shall be payable for the actual  number of days elapsed  (including
the first day but excluding the
last day).

     (b)  Administrative   Agent  Fees.  The  Borrower  agrees  to  pay  to  the
Administrative  Agent,  for its own account,  fees payable in the amounts and at
the times  separately  agreed upon between the  Borrower and the  Administrative
Agent.

     (c) Payment of Fees. All fees payable  hereunder shall be paid on the dates
due,  in  immediately   available  funds,  to  the   Administrative   Agent  for
distribution,  in the case of facility  fees, to the Lenders  entitled  thereto.
Fees paid shall not be refundable under any circumstances.

     SECTION 2.10. Interest.

     (a)  ABR Loans.  The  Loans  constituting  each  ABR Borrowing  shall  bear
interest  at a rate  per  annum  equal  to the  Alternate  Base  Rate  plus  the
Applicable Margin.

     (b) Eurodollar  Loans.  The Loans  constituting  each Eurodollar  Borrowing
shall bear  interest at a rate per annum equal to the Adjusted LIBO Rate for the
Interest Period for such Borrowing plus the Applicable Margin.

     (c) Default Interest. Notwithstanding the foregoing, if any principal of or
interest  on any  Loan  or any  fee or  other  amount  payable  by the  Borrower
hereunder is not paid when due, whether at stated maturity,  upon  acceleration,
by mandatory  prepayment or otherwise,  such overdue amount shall bear interest,
after as well as before  judgment,  at a rate per annum equal to (i) in the case
of overdue principal of any Loan, 2% plus the rate otherwise  applicable to such
Loan as provided above or (ii) in the case of any other amount, 2% plus the rate
applicable to ABR Loans as provided in paragraph (a) of this Section.

     (d) Payment of Interest.  Accrued interest on each Loan shall be payable in
arrears  on each  Interest  Payment  Date  for  such  Loan  and,  in the case of
Revolving Credit Loans,  upon  termination of the Revolving Credit  Commitments;
<page>

provided that  (i) interest  accrued  pursuant to  paragraph (c) of this Section
shall be payable on demand,  (ii) in the event of any repayment or prepayment of
any Loan (other than a prepayment of a Revolving Credit Loan that is an ABR Loan
prior to the Revolving Credit Commitment  Termination Date), accrued interest on
the  principal  amount  repaid or  prepaid  shall be payable on the date of such
repayment  or  prepayment  and  (iii) in  the  event  of any  conversion  of any
Eurodollar  Borrowing prior to the end of the Interest Period therefor,  accrued
interest  on such  Borrowing  shall be  payable  on the  effective  date of such
conversion.

     (e) Computation. All interest hereunder shall be computed on the basis of a
year of 360 days,  except that  interest  computed by reference to the Alternate
Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall
be computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual  number of days elapsed  (including
the first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted  LIBO Rate shall be determined by the  Administrative  Agent,  and such
determination shall be conclusive absent manifest error.

     SECTION 2.11.  Alternate Rate of Interest.  If prior to the commencement of
the Interest Period for any Eurodollar Borrowing:

          (a) the Administrative  Agent determines (which determination shall be
     conclusive absent manifest error) that adequate and reasonable means do not
     exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

          (b)  if  such  Borrowing  is  of a  particular  Class  of  Loans,  the
     Administrative  Agent is advised by the Required Lenders of such Class that
     the Adjusted LIBO Rate for such  Interest  Period will not  adequately  and
     fairly  reflect  the cost to such  Lenders of making or  maintaining  their
     respective Loans included in such Borrowing for such Interest Period;

then the Administrative  Agent shall give notice thereof to the Borrower and the
Lenders by  telephone  or telecopy as promptly as  practicable  thereafter  and,
until the  Administrative  Agent  notifies the Borrower and the Lenders that the
circumstances  giving  rise to such  notice no longer  exist,  (i) any  Interest
Election  Request  that  requests the  conversion  of any  Borrowing  to, or the
continuation  of any Borrowing as, a Eurodollar  Borrowing  shall be ineffective
and such Borrowing  (unless  prepaid) shall be continued as, or converted to, an
ABR Borrowing and (ii) if any Borrowing Request requests a Eurodollar Borrowing,
such Borrowing shall be made as an ABR Borrowing.

<page>
          SECTION 2.12. Increased Costs.

          (a) Increased Costs Generally. If any Change in Law shall:

          (i) impose, modify or deem applicable any reserve,  special deposit or
     similar  requirement against assets of, deposits with or for account of, or
     credit  extended  by,  any  Lender  (except  any such  reserve  requirement
     reflected in the Adjusted LIBO Rate); or

          (ii)  impose on any  Lender or the London  interbank  market any other
     condition affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the  foregoing  shall be to  increase  the cost to such
Lenders of making or  maintaining  any Eurodollar  Loan (or of  maintaining  its
obligation to make any such Loan) or to reduce the amount of any sum received or
receivable  by  such  Lender  hereunder  (whether  of  principal,   interest  or
otherwise),  then the Borrower will pay to such Lender such additional amount or
amounts as will  compensate  such Lender for such  additional  costs incurred or
reduction suffered.

     (b) Capital  Requirements.  If any Lender determines that any Change in Law
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's  capital or on the capital of such  Lender's  holding
company,  if any, as a consequence  of this  Agreement or the Loans made by such
Lender to a level below that which such Lender or such Lender's  holding company
could have achieved but for such Change in Law (taking into  consideration  such
Lender's policies and the policies of such Lender's holding company with respect
to  capital  adequacy),  then  from time to time the  Borrower  will pay to such
Lender such additional  amount or amounts as will compensate such Lender or such
Lender's holding company for any such reduction suffered.

     (c) Certificates from Lenders.  A certificate of a Lender setting forth the
amount or amounts necessary to compensate such Lender or its holding company, as
the case may be, as specified in  paragraph (a)  or (b) of this Section shall be
delivered to the Borrower and shall be conclusive  absent  manifest  error.  The
Borrower  shall pay such Lender the amount shown as due on any such  certificate
within 10 days after receipt thereof.

     (d) Delay in Requests. Failure or delay on the part of any Lender to demand
compensation  pursuant to this  Section  shall not  constitute  a waiver of such
Lender's right to demand such compensation; provided that the Borrower shall not
be required to  compensate a Lender  pursuant to this Section for any  increased
costs or  reductions  incurred  more than six months prior to the date that such
Lender  notifies the Borrower of the Change in Law giving rise to such increased
costs  or  reductions  and of such  Lender's  intention  to  claim  compensation
therefor;  provided  further  that,  if the  Change in Law  giving  rise to such
<page>

increased costs or reductions is retroactive, then the six-month period referred
to above shall be extended to include the period of retroactive effect
thereof.

     SECTION 2.13.  Break Funding  Payments.  In the event of (a) the payment of
any principal of any  Eurodollar  Loan other than on the last day of an Interest
Period  therefor  (including  as a  result  of an  Event  of  Default),  (b) the
conversion  of any  Eurodollar  Loan other  than on the last day of an  Interest
Period therefor, (c) the failure to borrow, convert, continue or prepay any Loan
on the date specified in any notice  delivered  pursuant  hereto  (regardless of
whether such notice is permitted to be revocable  under  Section 2.08(c)  and is
revoked in accordance herewith),  or (d) the assignment as a result of a request
by the Borrower pursuant to Section 2.16(b) of any Eurodollar Loan other than on
the last day of an  Interest  Period  therefor,  then,  in any such  event,  the
Borrower  shall   compensate   each  Lender  for  the  loss,  cost  and  expense
attributable  to such event.  In the case of a Eurodollar  Loan, the loss to any
Lender  attributable  to any such  event  shall be deemed to  include  an amount
determined by such Lender to be equal to the excess,  if any, of (i) the  amount
of interest  that such  Lender  would pay for a deposit  equal to the  principal
amount of such Loan for the period  from the date of such  payment,  conversion,
failure or  assignment to the last day of the then current  Interest  Period for
such Loan (or,  in the case of a failure to borrow,  convert  or  continue,  the
duration of the Interest  Period that would have resulted  from such  borrowing,
conversion  or  continuation)  if the interest rate payable on such deposit were
equal to the Adjusted LIBO Rate for such Interest  Period,  over (ii) the amount
of interest that such Lender would earn on such principal amount for such period
if such  Lender  were to invest  such  principal  amount for such  period at the
interest  rate that would be bid by such Lender (or an affiliate of such Lender)
for  Dollar  deposits  from  other  banks  in  the  eurodollar   market  at  the
commencement  of such period.  A  certificate  of any Lender  setting  forth any
amount or amounts  that such  Lender is  entitled  to receive  pursuant  to this
Section  shall be  delivered  to the  Borrower  and shall be  conclusive  absent
manifest  error.  The Borrower  shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

     SECTION 2.14. Taxes.

     (a)  Payments  Free of Taxes.  Any and all payments by or on account of any
obligation of the Borrower hereunder shall be made free and clear of and without
deduction  for any  Indemnified  Taxes  or  Other  Taxes;  provided  that if the
Borrower shall be required to deduct any  Indemnified  Taxes or Other Taxes from
such payments,  then (i) the sum payable shall be increased as necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional sums payable under this Section) the  Administrative  Agent or Lender
(as the case may be) receives an amount equal to the sum it would have  received
had no such deductions been made,  (ii) the  Borrower shall make such deductions
and  (iii) the  Borrower  shall pay the full  amount  deducted  to the  relevant
Governmental Authority in accordance with applicable law.

<page>

     (b) Payment of Other Taxes by the Borrower. In addition, the Borrower shall
pay any Other Taxes to the relevant  Governmental  Authority in accordance  with
applicable law.

     (c)  Indemnification  by the  Borrower.  The Borrower  shall  indemnify the
Administrative  Agent and each  Lender,  within  10 days  after  written  demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes (including
Indemnified  Taxes or Other  Taxes  imposed or asserted  on or  attributable  to
amounts  payable under this Section) paid by the  Administrative  Agent and such
Lender, as the case may be, and any penalties,  interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were  correctly  or legally  imposed or asserted by the  relevant
Governmental  Authority.  A  certificate  as to the  amount of such  payment  or
liability delivered to the Borrower by a Lender, or by the Administrative  Agent
on its own behalf or on behalf of a Lender,  shall be conclusive absent manifest
error.

     (d)  Evidence  of  Payments.  As soon as  practicable  after any payment of
Indemnified  Taxes or Other Taxes by the Borrower to a  Governmental  Authority,
the  Borrower  shall  deliver  to the  Administrative  Agent the  original  or a
certified copy of a receipt  issued by such  Governmental  Authority  evidencing
such payment,  a copy of the return  reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

     (e) Foreign  Lenders.  Any Foreign  Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the  jurisdiction in which
the Borrower is located,  or any treaty to which such  jurisdiction  is a party,
with  respect to payments  under this  Agreement  shall  deliver to the Borrower
(with a copy to the  Administrative  Agent),  at the time or times prescribed by
applicable law or reasonably requested by the Borrower,  such properly completed
and executed  documentation  prescribed  by  applicable  law as will permit such
payments to be made without withholding or at a reduced rate.

     SECTION 2.15. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

     (a) Payments by the Obligors. Each Obligor shall make each payment required
to be made by it hereunder  (whether of  principal,  interest or fees,  or under
Section 2.12,  2.13 or 2.14,  or  otherwise)  or under any other  Loan  Document
(except to the extent otherwise provided therein) prior to 12:00 noon,  New York
City time, on the date when due, in immediately available funds, without set-off
or  counterclaim.  Any amounts  received after such time on any date may, in the
discretion of the  Administrative  Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating  interest thereon.  All
such payments  shall be made to the  Administrative  Agent at its offices at 270
Park Avenue,  New York, N.Y., 10017,  except as otherwise  expressly provided in
the relevant Loan Document and except payments pursuant to Sections 2.12,  2.13,
2.14 and 10.03,  which shall be made directly to the Persons  entitled  thereto.
The  Administrative  Agent shall distribute any such payments received by it for
account of any other  Person to the  appropriate  recipient  promptly  following
receipt  thereof.  If any payment  hereunder shall be due on a day that is not a

<page>
Business  Day,  the date for payment  shall be  extended to the next  succeeding
Business Day and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such  extension.  All  payments  hereunder or
under any other Loan Document (except to the extent otherwise  provided therein)
shall be made in Dollars.

     (b) Application of Insufficient Payments. If at any time insufficient funds
are  received  by and  available  to the  Administrative  Agent to pay fully all
amounts of principal,  interest and fees then due hereunder, such funds shall be
applied  (i) first,  to pay interest and fees then due hereunder,  ratably among
the parties entitled thereto in accordance with the amounts of interest and fees
then  due to such  parties,  and  (ii) second,  to pay  principal  and  then due
hereunder,  ratably among the parties  entitled  thereto in accordance  with the
amounts of principal then due to such parties.

     (c) Pro Rata Treatment.  Except to the extent  otherwise  provided  herein:
(i) each  Borrowing  of a  particular  Class  shall be made  from  the  relevant
Lenders,  each payment of commitment  fee under  Section 2.09  shall be made for
account of the relevant Lenders, and each termination or reduction of the amount
of the Commitments of a particular Class under  Section 2.06 shall be applied to
the  respective  Commitments  of such Class of the  relevant  Lenders,  pro rata
according  to the  amounts  of  their  respective  Commitments  of  such  Class;
(ii) each  Borrowing of any Class shall be allocated pro rata among the relevant
Lenders  according to the amounts of their respective  Commitments of such Class
(in the case of the  making of Loans) or their  respective  Loans of such  Class
that  are to be  included  in such  Borrowing  (in the case of  conversions  and
continuations  of Loans);  (iii) each  payment or  prepayment  of  principal  of
Revolving  Credit Loans and Term Loans by the Borrower shall be made for account
of the  relevant  Lenders  pro rata in  accordance  with the  respective  unpaid
principal amounts of the Loans of such Class held by them; and (iv) each payment
of interest on Revolving  Credit  Loans and Term Loans by the Borrower  shall be
made for account of the relevant Lenders pro rata in accordance with the amounts
of interest on such Loans then due and payable to the respective Lenders.

     (d) Sharing of Payments by Lenders.  If any Lender shall, by exercising any
right of set-off or counterclaim or otherwise,  obtain payment in respect of any
principal of or interest on any of its Loans resulting in such Lender  receiving
payment of a greater proportion of the aggregate amount of its Loans and accrued
interest thereon then due than the proportion received by any other Lender, then
the Lender  receiving such greater  proportion  shall purchase (for cash at face
value)  participations  in the Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders  ratably in
accordance  with the  aggregate  amount of principal of and accrued  interest on
their  respective  Loans;  provided  that  (i) if  any such  participations  are
purchased  and  all or any  portion  of  the  payment  giving  rise  thereto  is
recovered,  such  participations  shall  be  rescinded  and the  purchase  price
restored  to the  extent  of  such  recovery,  without  interest,  and  (ii) the
<page>

provisions of this paragraph shall not be construed to apply to any payment made
by any Obligor  pursuant  to and in  accordance  with the express  terms of this
Agreement  or  any  payment  obtained  by a  Lender  as  consideration  for  the
assignment of or sale of a participation  in any of its Loans to any assignee or
participant,  other than to the Borrower or any Subsidiary or Affiliate  thereof
(as to which  the  provisions  of this  paragraph  shall  apply).  Each  Obligor
consents to the foregoing  and agrees,  to the extent it may  effectively  do so
under applicable law, that any Lender acquiring a participation  pursuant to the
foregoing  arrangements  may exercise against such Obligor rights of set-off and
counterclaim with respect to such  participation as fully as if such Lender were
a direct creditor of such Obligor in the amount of such participation.

     (e)  Presumptions of Payment.  Unless the  Administrative  Agent shall have
received  notice from the Borrower prior to the date on which any payment is due
to the  Administrative  Agent for  account  of the  Lenders  hereunder  that the
Borrower will not make such payment,  the  Administrative  Agent may assume that
the Borrower has made such payment on such date in accordance  herewith and may,
in reliance upon such assumption,  distribute to the Lenders, the amount due. In
such event, if the Borrower has not in fact made such payment,  then each of the
Lenders,  severally  agrees to repay to the  Administrative  Agent  forthwith on
demand the amount so distributed to such Lender with interest thereon,  for each
day  from and  including  the  date  such  amount  is  distributed  to it to but
excluding the date of payment to the Administrative  Agent, at the Federal Funds
Effective Rate.

     (f) Certain  Deductions by the  Administrative  Agent.  If any Lender shall
fail to make any payment  required to be made by it pursuant to  Section 2.04(b)
or   2.15(e),   then  the   Administrative   Agent   may,   in  its   discretion
(notwithstanding  any contrary provision  hereof),  apply any amounts thereafter
received by the Administrative  Agent for account of such Lender to satisfy such
Lender's obligations under such Sections until all such unsatisfied  obligations
are fully paid.

     SECTION 2.16. Mitigation Obligations; Replacement of Lenders.

     (a)  Designation  of a Different  Lending  Office.  If any Lender  requests
compensation  under  Section 2.12,  or if the  Borrower  is  required to pay any
additional amount to any Lender or any Governmental Authority for account of any
Lender pursuant to Section 2.14,  then such Lender shall use reasonable  efforts
to  designate  a  different  lending  office for  funding  or booking  its Loans
hereunder  or to assign its rights and  obligations  hereunder to another of its
offices,  branches  or  affiliates,  if, in the  judgment of such  Lender,  such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to  Section 2.12  or 2.14,  as the case may be, in the future and (ii) would not
subject such Lender to any unreimbursed  cost or expense and would not otherwise
be  disadvantageous  to such  Lender.  The  Borrower  hereby  agrees  to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

<page>

     (b)  Replacement  of Lenders.  If any Lender  requests  compensation  under
Section 2.12, or if the Borrower is required to pay any additional amount to any
Lender or any  Governmental  Authority  for  account of any Lender  pursuant  to
Section 2.14,  or if  any  Lender  defaults  in its  obligation  to  fund  Loans
hereunder, then the Borrower may, at its sole expense and effort, upon notice to
such  Lender and the  Administrative  Agent,  require  such Lender to assign and
delegate,  without  recourse (in accordance with and subject to the restrictions
contained in  Section 10.04),  all its interests,  rights and obligations  under
this Agreement to an assignee that shall assume such obligations (which assignee
may be another  Lender,  if a Lender  accepts such  assignment);  provided  that
(i) the   Borrower  shall  have  received  the  prior  written  consent  of  the
Administrative   Agent,  which  consent  shall  not  unreasonably  be  withheld,
(ii) such  Lender  shall  have  received  payment  of an  amount  equal  to  the
outstanding  principal of its Loans, accrued interest thereon,  accrued fees and
all other amounts  payable to it hereunder,  from the assignee (to the extent of
such  outstanding  principal and accrued  interest and fees) or the Borrower (in
the case of all other  amounts)  and  (iii) in  the case of any such  assignment
resulting from a claim for compensation  under Section 2.12 or payments required
to be made pursuant to Section 2.14,  such assignment will result in a reduction
in such  compensation  or  payments.  A Lender shall not be required to make any
such  assignment and  delegation  if, prior thereto,  as a result of a waiver by
such Lender or otherwise,  the  circumstances  entitling the Borrower to require
such assignment and delegation cease to apply.


                                   ARTICLE III

                                    GUARANTEE

     SECTION 3.01. The Guarantee.  The Subsidiary  Guarantors hereby jointly and
severally  guarantee  to each  Lender  and the  Administrative  Agent  and their
respective  successors  and assigns the prompt payment in full when due (whether
at stated  maturity,  by  acceleration  or  otherwise)  of the  principal of and
interest on the Loans made by the Lenders to the Borrower and all other  amounts
from  time to time  owing  to the  Lenders  or the  Administrative  Agent by the
Borrower  under this  Agreement  and by any Obligor  under any of the other Loan
Documents, and all obligations of the Borrower or any of its Subsidiaries to any
Lender (or any affiliate of any Lender) in respect of any Hedging Agreement,  in
each case strictly in accordance with the terms thereof (such  obligations being
herein  collectively  called  the  "Guaranteed  Obligations").   The  Subsidiary
Guarantors hereby further jointly and severally agree that if the Borrower shall
fail to pay in full when due (whether at stated  maturity,  by  acceleration  or
otherwise) any of the Guaranteed  Obligations,  the Subsidiary  Guarantors  will
promptly pay the same, without any demand or notice whatsoever,  and that in the
case of any  extension  of time of payment  or renewal of any of the  Guaranteed
Obligations,  the  same  will be  promptly  paid in full  when due  (whether  at
extended maturity, by acceleration or otherwise) in accordance with the terms of
such extension or renewal.

<page>

     For purposes  hereof,  it is understood that any Guaranteed  Obligations to
any Person arising under a Hedging  Agreement entered into at a time such Person
(or an  affiliate  thereof) is party  hereto as a Lender (to the extent the same
has been designated as a "Hedging Agreement" for purposes of this Article III in
a written notice delivered from the Borrower to the Administrative  Agent) shall
continue to constitute Guaranteed Obligations,  notwithstanding that such Person
(or its  affiliate)  has ceased to be a Lender party hereto (by assigning all of
its Commitments,  Loans and other interests herein) at the time a claim is to be
made in respect of such Guaranteed Obligations.

     SECTION 3.02. Obligations Unconditional.  The obligations of the Subsidiary
Guarantors under Section 3.01 are absolute and unconditional, joint and several,
irrespective of the value, genuineness,  validity,  regularity or enforceability
of the  obligations of the Borrower under this Agreement or any other  agreement
or instrument  referred to herein, or any  substitution,  release or exchange of
any other guarantee of or security for any of the Guaranteed  Obligations,  and,
to the fullest extent  permitted by applicable  law,  irrespective  of any other
circumstance  whatsoever  that might  otherwise  constitute a legal or equitable
discharge  or  defense  of a surety or  guarantor,  it being the  intent of this
Section that the  obligations of the Subsidiary  Guarantors  hereunder  shall be
absolute and unconditional,  joint and several, under any and all circumstances.
Without  limiting  the  generality  of the  foregoing,  it is  agreed  that  the
occurrence  of any one or more of the  following  shall not alter or impair  the
liability of the Subsidiary  Guarantors  hereunder,  which shall remain absolute
and unconditional as described above:

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

          (ii)  any of the  acts  mentioned  in any of the  provisions  of  this
     Agreement or any other agreement or instrument  referred to herein shall be
     done or omitted;

          (iii)  the  maturity  of any of the  Guaranteed  Obligations  shall be
     accelerated,  or any of  the  Guaranteed  Obligations  shall  be  modified,
     supplemented  or amended in any respect,  or any right under this Agreement
     or any other agreement or instrument  referred to herein shall be waived or
     any other  guarantee of any of the  Guaranteed  Obligations or any security
     therefor  shall be released or  exchanged  in whole or in part or otherwise
     dealt with; or

          (iv) any lien or  security  interest  granted  to, or in favor of, the
     Administrative  Agent or any Lender or Lenders as  security  for any of the
     Guaranteed Obligations shall fail to be perfected.

<page>

The Subsidiary Guarantors hereby expressly waive diligence,  presentment, demand
of payment,  protest and all notices  whatsoever,  and any requirement  that the
Administrative Agent or any Lender exhaust any right, power or remedy or proceed
against the Borrower under this  Agreement or any other  agreement or instrument
referred to herein, or against any other Person under any other guarantee of, or
security for, any of the Guaranteed Obligations.

     SECTION 3.03.  Reinstatement.  The obligations of the Subsidiary Guarantors
under this Article shall be  automatically  reinstated if and to the extent that
for any reason any  payment  by or on behalf of the  Borrower  in respect of the
Guaranteed  Obligations is rescinded or must be otherwise restored by any holder
of any of the Guaranteed Obligations,  whether as a result of any proceedings in
bankruptcy or reorganization or otherwise, and the Subsidiary Guarantors jointly
and severally agree that they will indemnify the  Administrative  Agent and each
Lender on  demand  for all  reasonable  costs and  expenses  (including  fees of
counsel) incurred by the Administrative  Agent or such Lender in connection with
such rescission or restoration,  including any such costs and expenses  incurred
in  defending  against  any claim  alleging  that  such  payment  constituted  a
preference,  fraudulent  transfer  or  similar  payment  under  any  bankruptcy,
insolvency or similar law.

     SECTION 3.04.  Subrogation.  The Subsidiary  Guarantors  hereby jointly and
severally  agree  that  until  the  payment  and  satisfaction  in  full  of all
Guaranteed  Obligations and the expiration and termination of the Commitments of
the Lenders  under this  Agreement  they shall not  exercise any right or remedy
arising by reason of any performance by them of their guarantee in Section 3.01,
whether by subrogation or otherwise, against the Borrower or any other guarantor
of any of the  Guaranteed  Obligations or any security for any of the Guaranteed
Obligations.

     SECTION 3.05.  Remedies.  The Subsidiary  Guarantors  jointly and severally
agree  that,  as  between  the  Subsidiary   Guarantors  and  the  Lenders,  the
obligations of the Borrower under this Agreement may be declared to be forthwith
due and payable as provided in Article VIII  (and shall be deemed to have become
automatically due and payable in the circumstances provided in Article VIII) for
purposes  of  Section 3.01   notwithstanding  any  stay,   injunction  or  other
prohibition  preventing  such  declaration  (or such  obligations  from becoming
automatically due and payable) as against the Borrower and that, in the event of
such declaration (or such obligations being deemed to have become  automatically
due and  payable),  such  obligations  (whether  or not due and  payable  by the
Borrower)  shall forthwith  become due and payable by the Subsidiary  Guarantors
for purposes of Section 3.01.

     SECTION  3.06.  Instrument  for  the  Payment  of  Money.  Each  Subsidiary
Guarantor hereby  acknowledges that the guarantee in this Article constitutes an
instrument for the payment of money,  and consents and agrees that any Lender or
<page>

the Administrative  Agent, at its sole option, in the event of a dispute by such
Subsidiary Guarantor in the payment of any moneys due hereunder,  shall have the
right to bring motion-action under New York CPLR Section 3213.

     SECTION  3.07.  Continuing  Guarantee.  The  guarantee in this Article is a
continuing  guarantee,  and shall apply to all Guaranteed  Obligations  whenever
arising.

     SECTION 3.08.  Rights of  Contribution.  The Subsidiary  Guarantors  hereby
agree, as between themselves,  that if any Subsidiary  Guarantor shall become an
Excess  Funding  Guarantor  (as defined  below) by reason of the payment by such
Subsidiary  Guarantor  of any  Guaranteed  Obligations,  each  other  Subsidiary
Guarantor shall, on demand of such Excess Funding  Guarantor (but subject to the
next  sentence),  pay to such Excess  Funding  Guarantor an amount equal to such
Subsidiary Guarantor's Pro Rata Share (as defined below and determined, for this
purpose,  without  reference to the  properties,  debts and  liabilities of such
Excess Funding Guarantor) of the Excess Payment (as defined below) in respect of
such Guaranteed Obligations. The payment obligation of a Subsidiary Guarantor to
any Excess Funding Guarantor under this Section shall be subordinate and subject
in right of payment  to the prior  payment  in full of the  obligations  of such
Subsidiary  Guarantor under the other provisions of this Article and such Excess
Funding  Guarantor  shall not  exercise any right or remedy with respect to such
excess until payment and satisfaction in full of all of such obligations.

     For purposes of this Section,  (i) "Excess  Funding  Guarantor"  means,  in
respect of any Guaranteed  Obligations,  a Subsidiary Guarantor that has paid an
amount in  excess of its Pro Rata  Share of such  Guaranteed  Obligations,  (ii)
"Excess  Payment"  means, in respect of any Guaranteed  Obligations,  the amount
paid by an Excess  Funding  Guarantor  in  excess of its Pro Rata  Share of such
Guaranteed  Obligations  and (iii) "Pro Rata Share"  means,  for any  Subsidiary
Guarantor,  the ratio (expressed as a percentage) of (x) the amount by which the
aggregate  present fair  saleable  value of all  properties  of such  Subsidiary
Guarantor  (excluding  any  shares of stock of any other  Subsidiary  Guarantor)
exceeds the amount of all the debts and liabilities of such Subsidiary Guarantor
(including contingent, subordinated, unmatured and unliquidated liabilities, but
excluding  the  obligations  of  such  Subsidiary  Guarantor  hereunder  and any
obligations of any other Subsidiary  Guarantor that have been guaranteed by such
Subsidiary  Guarantor) to (y) the  amount by which the  aggregate  fair saleable
value of all properties of all of the Subsidiary  Guarantors  exceeds the amount
of all the debts and liabilities (including contingent,  subordinated, unmatured
and unliquidated liabilities,  but excluding the obligations of the Borrower and
the Subsidiary  Guarantors  hereunder and under the other Loan Documents) of all
of the  Subsidiary  Guarantors,  determined  (A) with  respect to any Subsidiary
Guarantor  that is a party hereto on the  Effective  Date,  as of the  Effective
Date, and (B) with  respect to any other  Subsidiary  Guarantor,  as of the date
such Subsidiary Guarantor becomes a Subsidiary Guarantor hereunder.

     SECTION 3.09. General Limitation on Guarantee Obligations. In any action or
proceeding   involving  any  state  corporate  law,  or  any  state  or  Federal

<page>
bankruptcy,  insolvency,  reorganization  or other law  affecting  the rights of
creditors  generally,  if the  obligations  of any  Subsidiary  Guarantor  under
Section 3.01   would   otherwise,   taking  into  account  the   provisions   of
Section 3.08,  be held or determined to be void,  invalid or  unenforceable,  or
subordinated to the claims of any other  creditors,  on account of the amount of
its liability  under  Section 3.01,  then,  notwithstanding  any other provision
hereof to the contrary,  the amount of such liability shall, without any further
action by such Subsidiary Guarantor, any Lender, the Administrative Agent or any
other Person, be automatically limited and reduced to the highest amount that is
valid and enforceable  and not  subordinated to the claims of other creditors as
determined in such action or proceeding.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Lenders that:

     SECTION 4.01. Financial  Condition.  The audited consolidated balance sheet
of the Borrower and its  consolidated  Subsidiaries as at December 31,  2002 and
the related audited consolidated  statements of income and of cash flows for the
fiscal  year  ended on such date,  reported  on by  PricewaterhouseCoopers  LLP,
copies of which have heretofore been furnished to each Lender, present fairly in
all material respects the consolidated  financial  condition of the Borrower and
its consolidated  Subsidiaries as at such date, and the consolidated  results of
their  operations  and their  consolidated  cash flows for the fiscal  year then
ended.  The  unaudited  consolidated  balance  sheet  of the  Borrower  and  its
consolidated  Subsidiaries  as at September  30, 2003 and the related  unaudited
consolidated  statements of income and of cash flows for the  nine-month  period
ended on such date,  certified by a  Responsible  Officer,  copies of which have
heretofore  been  furnished  to each  Lender,  present  fairly  in all  material
respects  the  consolidated   financial   condition  of  the  Borrower  and  its
consolidated Subsidiaries as at such date, and the consolidated results of their
operations  and their  consolidated  cash flows for the  nine-month  period then
ended (subject to normal year-end audit adjustments and footnote disclosure).

     All such financial  statements,  including the related  schedules and notes
thereto,  have  been  prepared  in  accordance  with GAAP  applied  consistently
throughout  the periods  involved  (except as approved  by such  accountants  or
Responsible Officer, as the case may be, and as disclosed therein).  Neither the
Borrower nor any of its consolidated  Subsidiaries  had, at the date of the most
recent  balance  sheet  referred to above,  any material  Guarantee  Obligation,
contingent  liability or liability for taxes,  or any long-term lease or unusual
forward or long-term  commitment,  including,  without limitation,  any interest
rate or foreign currency swap or exchange transaction, which is not reflected in
the foregoing statements or in the notes thereto.

<page>

     SECTION  4.02.  No  Change.  Since  December 31,  2002  there  has  been no
development  or event  which has had or could  reasonably  be expected to have a
Material Adverse Effect.

     SECTION  4.03.  Corporate  Existence;  Compliance  with  Law.  Each  of the
Borrower  and its  Restricted  Subsidiaries  (a) is duly  organized  and validly
existing under the laws of the  jurisdiction  of its  organization,  (b) has the
requisite  corporate or other power and authority and the legal right to own and
operate its property, to lease the property it operates as lessee and to conduct
the  business  in which it is  currently  engaged,  (c) is duly  qualified  as a
foreign  corporation  under the laws of each  jurisdiction  where its ownership,
lease or  operation  of property or the conduct of its  business  requires  such
qualification  and (d) is in compliance with all  Requirements of Law, except to
the  extent  that the  inaccuracy  of any of the  statements  set  forth in this
subsection  could  not,  in the  aggregate,  reasonably  be  expected  to have a
Material Adverse Effect.

     SECTION 4.04. Corporate Power; Authorization;  Enforceable Obligations. The
Borrower  has the  corporate  power and  authority  and the legal right to make,
deliver  and  perform  the Loan  Documents  to which it is a party and to borrow
hereunder  and has  taken  all  necessary  corporate  action  to  authorize  the
borrowings on the terms and  conditions  of this  Agreement and any Notes and to
authorize the execution, delivery and performance of the Loan Documents to which
it is a party. No consent or authorization  of, filing with,  notice to or other
act by or in  respect  of,  any  Person  is  required  in  connection  with  the
borrowings hereunder or with the execution, delivery,  performance,  validity or
enforceability  of the Loan  Documents to which the Borrower is a party,  except
for filings of appropriate  counterparts of this Agreement and other information
with the Securities and Exchange  Commission as required by applicable law. This
Agreement has been, and each other Loan Document to which it is a party will be,
duly  executed  and  delivered  on  behalf  of  the  Borrower.   This  Agreement
constitutes,  and each other Loan  Document to which it is a party when executed
and delivered  will  constitute,  a legal,  valid and binding  obligation of the
Borrower  enforceable against the Borrower in accordance with its terms, subject
to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium  and other  similar laws relating to or affecting  creditors'  rights
generally,  general equitable  principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

     SECTION 4.05. No Legal Bar. The execution,  delivery and performance of the
Loan Documents to which the Borrower is a party,  the  borrowings  hereunder and
the use of the  proceeds  thereof  will not  violate any  Requirement  of Law or
Contractual Obligation of the Borrower or of any of its Restricted Subsidiaries,
except for any such  violation  that could not  reasonably be expected to have a
Material  Adverse  Effect,  and will not result in, or require,  the creation or
imposition of any Lien on any of its or their respective  properties or revenues
pursuant to any such Requirement of Law or Contractual Obligation.

<page>

     SECTION 4.06.  No Material  Litigation.  No  litigation,  investigation  or
proceeding of or before any arbitrator or Governmental  Authority is pending or,
to the knowledge of the  Borrower,  threatened by or against the Borrower or any
of its  Restricted  Subsidiaries  or  against  any of  its or  their  respective
properties or revenues (a) which is pending or threatened prior to the Effective
Date  with  respect  to any of the  Loan  Documents  or any of the  transactions
contemplated  hereby or thereby,  or (b) which  could  reasonably be expected to
have a Material Adverse Effect.

     Section  4.07. No Default.  Neither the Borrower nor any of its  Restricted
Subsidiaries  is in  default  under or with  respect  to any of its  Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

     Section 4.08.  Ownership of Property;  Liens.  Each of the Borrower and its
Restricted  Subsidiaries  has good record and marketable title in fee simple to,
or a valid leasehold interest in, all its real property, and good title to, or a
valid leasehold  interest in, all its other property,  and none of such property
is subject to any Lien except as permitted by Section 7.03.

     Section  4.09.   Intellectual  Property.  The  Borrower  and  each  of  its
Restricted Subsidiaries owns, or is licensed to use, all trademarks, tradenames,
copyrights,  technology, know-how and processes necessary for the conduct of its
business as currently  conducted  except for those the failure to own or license
which could not  reasonably be expected to have a Material  Adverse  Effect (the
"Intellectual  Property").  No claim has been  asserted  and is  pending  by any
Person  challenging or questioning the use of any such Intellectual  Property or
the validity or  effectiveness  of any such  Intellectual  Property  which could
reasonably be expected to have a Material  Adverse  Effect.  To the knowledge of
the  Borrower,  the use of such  Intellectual  Property by the  Borrower and its
Restricted  Subsidiaries  does not infringe on the rights of any Person,  except
for such claims and infringements  that, in the aggregate,  could not reasonably
be expected to have a Material Adverse Effect.

     Section 4.10. Taxes.  Each of the Borrower and its Restricted  Subsidiaries
has filed or caused to be filed all tax returns  which,  to the knowledge of the
Borrower,  are  required  to be filed and has paid all taxes shown to be due and
payable on said  returns  or on any  assessments  made  against it or any of its
property and all other taxes,  fees or other charges imposed on it or any of its
property by any  Governmental  Authority  (other  than any taxes,  fees or other
charges the amount or validity of which are  currently  being  contested in good
faith  by  appropriate  proceedings  and  with  respect  to  which  reserves  in
conformity  with GAAP have been  provided  on the books of the  Borrower  or its
Restricted  Subsidiaries,  as the case may be); no tax Lien has been filed, and,
to the knowledge of the Borrower,  no claim is being  asserted,  with respect to
any such tax, fee or other charge.

<page>

     Section  4.11.  Federal  Regulations.  No part of the proceeds of any Loans
will be used for any purpose that would result in a violation of Regulation U of
the Board of  Governors  of the Federal  Reserve  System as now and from time to
time hereafter
in effect.

     Section 4.12. ERISA. No ERISA Event has occurred or is reasonably  expected
to occur that,  when taken  together  with all other such ERISA Events for which
liability  is  reasonably  expected to occur,  could  reasonably  be expected to
result in a  Material  Adverse  Effect.  Each of  (i) the  present  value of all
accumulated  benefit  obligations under each Plan (based on the assumptions used
for purposes of Statement of Financial Accounting Standards No. 87) and (ii) the
present value of all accumulated  benefit  obligations of all underfunded  Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards  No.  87),  did  not,  as of the  date of the  most  recent  financial
statements  reflecting such amounts,  exceed the fair market value of the assets
of such Plans by an amount  that could  reasonably  be  expected  to result in a
Material Adverse Effect.

     Section 4.13.  Investment Company Act; Other  Regulations.  The Borrower is
not  an  "investment  company",  or a  company  "controlled"  by an  "investment
company," within the meaning of the Investment  Company Act of 1940, as amended.
The Borrower is not subject to regulation  under any Federal or State statute or
regulation  (other than  Regulation X  of the Board of  Governors of the Federal
Reserve System) which limits its ability to incur Indebtedness.

     Section  4.14.  Subsidiaries.  All of the  Restricted  Subsidiaries  of the
Borrower in existence on the date hereof are listed on Part A-1 of  Schedule IV,
and all of the  Unrestricted  Subsidiaries  of the  Borrower in existence on the
date hereof are listed on Part A-2 of Schedule IV.

     Section  4.15.  Purpose of Loans.  The  proceeds of the Term Loans shall be
used by the  Borrower  to  refinance  Indebtedness  under  the  Existing  Credit
Agreement  and for general  corporate  purposes.  The proceeds of the  Revolving
Credit  Loans shall be used for general  corporate  purposes of the Borrower and
its Subsidiaries in the ordinary course of business.

     Section 4.16.  Environmental  Matters.  Other than exceptions to any of the
following  that could not,  individually  or in any  aggregation,  reasonably be
expected  to give  rise to a  Material  Adverse  Effect:  the  Borrower  and its
Restricted   Subsidiaries   comply  and  have  complied   with  all   applicable
Environmental  Laws, and possess and comply with and have possessed and complied
with all  Environmental  Permits  required  under such laws;  there are no past,
present or anticipated  future  events,  conditions,  circumstances,  practices,
plans or legal requirements that, to its knowledge,  could prevent or materially
increase  the  burden  on  the  Borrower  and  its  Restricted  Subsidiaries  of
<page>

compliance  with  applicable  Environmental  Laws or of  obtaining,  renewing or
complying with all Environmental  Permits required under such laws; the Borrower
and its Restricted  Subsidiaries have received no notice of any violation of, or
potential liability under, any Environmental Law; and there are and have been no
Materials of  Environmental  Concern or other  conditions at any property owned,
operated,   or  otherwise  used  by  the  Borrower  or  any  of  its  Restricted
Subsidiaries  now or, to its knowledge,  in the past, or at any other  location,
that could  give rise to  liability  of the  Borrower  or any of its  Restricted
Subsidiaries under any Environmental Law.

     Section 4.17. Certain Documents.  The Borrower has delivered to each Lender
a complete, correct and current copy of the Management Agreement, the 2002 Notes
Note Purchase  Agreement,  the 2002 Notes  Guarantee and any other  document the
Administrative Agent shall reasonably request.


                                    ARTICLE V

                                   CONDITIONS

     SECTION 5.01.  Effective Date. The obligations of the Lenders to make Loans
hereunder shall not become effective until the date on which the  Administrative
Agent shall have received each of the following  documents,  each of which shall
be satisfactory to the Administrative  Agent (and to the extent specified below,
to each Lender) in form and substance (or such condition  shall have been waived
in accordance with Section 10.02):

          (a)  Executed  Counterparts.  From  each  party  hereto  either  (i) a
     counterpart  of  this   Agreement   signed  on  behalf  of  such  party  or
     (ii) written  evidence  satisfactory to the Administrative Agent (which may
     include telecopy transmission of a signed signature page to this Agreement)
     that such party has signed a counterpart of this Agreement.

          (b) Opinion of Counsel to the Obligors.  A favorable  written  opinion
     (addressed  to the  Administrative  Agent  and the  Lenders  and  dated the
     Effective  Date) of Weil,  Gotshal & Manges LLP,  counsel for the Obligors,
     substantially  in the form of  Exhibit C,  and covering  such other matters
     relating  to  the  Borrower,  this  Agreement  or the  Transactions  as the
     Administrative  Agent shall  reasonably  request (and each  Obligor  hereby
     instructs  such  counsel to deliver  such  opinion to the  Lenders  and the
     Administrative Agent).

          (c) Opinion of Special New York  Counsel to JPMCB.  An opinion,  dated
     the Effective Date, of Milbank,  Tweed,  Hadley & McCloy,  LLP, special New
     York counsel to JPMCB,  substantially  in the form of Exhibit D  (and JPMCB
     hereby instructs such counsel to deliver such opinion to the Lenders).


<page>
          (d)  Corporate  Documents.  Such  documents  and  certificates  as the
     Administrative  Agent or its counsel may reasonably request relating to the
     organization,   existence   and  good   standing  of  each   Obligor,   the
     authorization  of the  Transactions and any other legal matters relating to
     the Obligors, this Agreement or the Transactions, all in form and substance
     satisfactory to the Administrative Agent and its counsel.

          (e) Officer's Certificate. A certificate, dated the Effective Date and
     signed by a Responsible Officer of the Borrower, confirming compliance with
     the conditions  set forth in the lettered  clauses of the first sentence of
     Section 5.02.

          (f)  Repayment  of  Existing  Credit  Agreement.   Evidence  that  the
     principal of and interest  on, and all other  amounts  owing in respect of,
     the Loans  outstanding  under the Existing Credit Agreement shall have been
     (or shall be  simultaneously)  paid in full, that any commitments to extend
     credit  under the Existing  Credit  Agreement  shall have been  canceled or
     terminated and that all  guarantees in respect of, and all Liens  securing,
     any  obligations  under  the  Existing  Credit  Agreement  shall  have been
     released   (or   arrangements   for  such  release   satisfactory   to  the
     Administrative Agent shall have been made).

          (g) Other Documents.  Such other documents as the Administrative Agent
     or any Lender or special New York counsel to JPMCB may reasonably request.

     The  obligation  of each Lender to make its initial Loan  hereunder is also
subject to the payment by the Borrower of such fees as the  Borrower  shall have
agreed to pay to any Lender or the Administrative  Agent in connection herewith,
including the reasonable fees and expenses of Milbank,  Tweed,  Hadley & McCloy,
LLP,  special New York counsel to JPMCB,  in  connection  with the  negotiation,
preparation,  execution  and  delivery  of this  Agreement  and the  other  Loan
Documents and the Loans  hereunder (to the extent that  statements for such fees
and expenses have been delivered to the Borrower).

     The  Administrative  Agent shall notify the Borrower and the Lenders of the
Effective Date, and such notice shall be conclusive and binding. Notwithstanding
the foregoing,  the obligations of the Lenders to make Loans hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to  Section 10.02)  on or prior to  3:00 p.m.,  New York City time,  on
March 3, 2004 (and, in the event such conditions are not so satisfied or waived,
the Commitments shall terminate
at such time).

<page>
     SECTION 5.02. Each Credit Event.  The obligation of each Lender to make any
Loan, is additionally subject to the satisfaction of the following conditions:

          (a) the  representations  and  warranties of the Borrower set forth in
     this Agreement,  and of each Obligor in each of the other Loan Documents to
     which it is a party,  shall  be true and  correct  on and as of the date of
     such Loan; and

          (b) at the time of and  immediately  after giving effect to such Loan,
     no Default shall have occurred and be continuing.

Each Borrowing  shall be deemed to constitute a  representation  and warranty by
the  Borrower on the date thereof as to the matters  specified in the  preceding
sentence.


                                   ARTICLE VI

                              AFFIRMATIVE COVENANTS

     The Borrower hereby agrees that, until the Commitments have expired or been
terminated  and the  principal  and  interest on each Loan and all fees  payable
hereunder shall have been paid in full, the Borrower shall, and shall cause each
of its Restricted Subsidiaries to:

     SECTION 6.01.  Financial  Statements and Other Information.  Furnish to the
Administrative Agent and each Lender:

          (a) within 90 days after the end of each fiscal year of the  Borrower,
     the  audited   consolidated   balance  sheet  and  related   statements  of
     operations,  stockholders'  equity and cash flows of the  Borrower  and its
     Subsidiaries as of the end of and for such year, setting forth in each case
     in comparative  form the figures for the previous fiscal year, all reported
     on by PricewaterhouseCoopers LLP or other independent public accountants of
     recognized   national   standing   (without  a  "going   concern"  or  like
     qualification or exception and without any qualification or exception as to
     the scope of such  audit) to the effect  that such  consolidated  financial
     statements present fairly in all material respects the financial  condition
     and  results  of  operations  of the  Borrower  and its  Subsidiaries  on a
     consolidated basis in accordance with GAAP consistently applied;

          (b) within 45 days after the end of each fiscal quarter of each fiscal
     year of the Borrower,  the unaudited consolidated balance sheet and related
     statements  of  operations,  stockholders'  equity  and  cash  flows of the
     Borrower and its  Subsidiaries as of the end of and for such fiscal quarter
     and the then elapsed portion of the fiscal year, setting forth in each case
     in comparative  form the figures for (or, in the case of the balance sheet,
     as of the end of) the  corresponding  period  or  periods  of the  previous

<page>
     fiscal  year,  all  certified by a  Responsible  Officer of the Borrower as
     presenting  fairly in all material  respects the  financial  condition  and
     results  of  operations  of  the  Borrower  and  its   Subsidiaries   on  a
     consolidated basis in accordance with GAAP consistently applied, subject to
     normal year-end audit adjustments and the absence of footnotes;

          (c)  concurrently  with any  delivery of  financial  statements  under
     clause (a) or (b) of this Section,  a certificate of a Responsible  Officer
     of the Borrower (i) certifying as to whether a Default has occurred and, if
     a Default has occurred, specifying the details thereof and any action taken
     or proposed to be taken with respect thereto, (ii) setting forth reasonably
     detailed  calculations  demonstrating  compliance with Sections 7.01, 7.02,
     7.03, 7.04, 7.06 and 7.07 and  (iii) stating  whether any change in GAAP or
     in the  application  thereof  has  occurred  since the date of the  audited
     financial  statements  referred to in Section 4.01  and, if any such change
     has  occurred,  specifying  the  effect  of such  change  on the  financial
     statements accompanying such certificate;

          (d)  concurrently  with any  delivery of  financial  statements  under
     clause (a)  of this  Section,  a certificate  of the  accounting  firm that
     reported  on  such  financial  statements  stating  whether  they  obtained
     knowledge  during  the  course  of  their  examination  of  such  financial
     statements of any Default (which  certificate  may be limited to the extent
     required by accounting rules or guidelines);

          (e) not later than sixty days after the end of each fiscal year of the
     Borrower,  a copy of the  operating  budget  and cash  flow  budget  of the
     Borrower and its Restricted Subsidiaries for the succeeding fiscal year;

          (f) promptly after the same become publicly  available,  copies of all
     periodic and other reports,  proxy  statements and other materials filed by
     the Borrower or any of its  Subsidiaries  with the  Securities and Exchange
     Commission,  or any Governmental  Authority succeeding to any or all of the
     functions of said Commission,  or with any national securities exchange, or
     distributed by the Borrower to its shareholders  generally or to holders of
     its Indebtedness generally, as the case may be; and

          (g) promptly  following any request  therefor,  such other information
     regarding the operations,  business affairs and financial  condition of the
     Borrower or any of its  Subsidiaries,  or compliance with the terms of this
     Agreement and the other Loan Documents,  as the Administrative Agent or any
     Lender may reasonably request.

     SECTION 6.02.  Payment of Obligations.  Pay, discharge or otherwise satisfy
at or before maturity or before they become delinquent,  as the case may be, all
its obligations of whatever nature,  except where the amount or validity thereof
is  currently  being  contested  in good faith by  appropriate  proceedings  and
reserves in conformity  with GAAP with respect thereto have been provided on the
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books of the Borrower or its  Subsidiaries,  as the case may be, or except where
the failure to pay, discharge or otherwise satisfy such obligations could not be
reasonably expected to have a Material Adverse Effect.


     SECTION 6.03. Conduct of Business and Maintenance of Existence. Continue to
engage in business of the same general type as now conducted by the Borrower and
its  Restricted  Subsidiaries  and  preserve,  renew and keep in full  force and
effect its corporate  existence and take all  reasonable  action to maintain all
material rights,  privileges and franchises necessary or desirable in the normal
conduct of its business except as otherwise  permitted pursuant to Section 7.05;
comply with all Contractual  Obligations  and  Requirements of Law except to the
extent  that  failure  to comply  therewith  could  not,  in the  aggregate,  be
reasonably expected to have a Material Adverse Effect.

     SECTION 6.04. Maintenance of Property;  Insurance. Keep all property useful
and necessary in its business in good working order and condition (ordinary wear
and tear  expected);  maintain with  financially  sound and reputable  insurance
companies  insurance on all its property in at least such amounts and against at
least such risks as are  usually  insured  against in the same  general  area by
companies engaged in the same or a similar business; and furnish to each Lender,
upon written request, full information as to the insurance carried.

     SECTION 6.05. Inspection of Property; Books and Records;  Discussions. Keep
proper books of records and account in which full,  true and correct  entries in
conformity  with GAAP and all  Requirements of Law shall be made of all dealings
and  transactions  in  relation  to its  business  and  activities;  and  permit
representatives  of any Lender to visit and  inspect any of its  properties  and
examine and make  abstracts  from any of its books and records at any reasonable
time and upon  reasonable  advance  notice  and as  often as may  reasonably  be
desired and to discuss the business,  operations,  properties  and financial and
other condition of the Borrower and its Subsidiaries.

     SECTION 6.06. Notices. Promptly give notice to the Administrative Agent and
each Lender of:

     (a) the occurrence of any Default or Event of Default;

          (b)  any  (i) default  or  event  of  default  under  any  Contractual
     Obligation of the Borrower or any of its Subsidiaries of which the Borrower
     or such  Subsidiary  has  knowledge or  (ii) litigation,  investigation  or
     proceeding  which may exist at any time  between the Borrower or any of its
     Subsidiaries and any Governmental  Authority,  which in either case, if not
     cured or if adversely  determined,  as the case may be, could reasonably be
     expected to have a Material Adverse Effect;

          (c) any litigation or proceeding  affecting the Borrower or any of its
     Subsidiaries  which could reasonably be expected to have a Material Adverse
     Effect;

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          (d) the occurrence of any ERISA Event that, alone or together with any
     other ERISA  Events that have  occurred,  could  reasonably  be expected to
     result in liability of the  Borrower and its  Subsidiaries  in an aggregate
     amount exceeding $1,000,000;

          (e) the assertion of any  environmental  matter by any Person against,
     or  with  respect  to  the  activities  of,  the  Borrower  or  any  of its
     Subsidiaries  and any  alleged  violation  of or  non-compliance  with  any
     Environmental Laws or any permits,  licenses or authorizations,  other than
     any   environmental   matter  or  alleged   violation  that,  if  adversely
     determined,  would not (either  individually  or in the  aggregate)  have a
     Material Adverse Effect; and

          (f) any Person becoming a Restricted Subsidiary; and

          (g) any  development  or event  which has had or could  reasonably  be
     expected to have a Material Adverse Effect.

Each notice pursuant to this subsection shall be accompanied by a statement of a
Responsible  Officer setting forth details of the occurrence referred to therein
and stating what action the Borrower proposes to take with respect thereto.

          SECTION  6.07.  Unrestricted  Subsidiaries;  Maintenance  of  Separate
     Corporate Identity.

     (a)  Acquisition or Formation of  Unrestricted  Subsidiaries.  The Borrower
will deliver to the Administrative Agent (with sufficient copies for each of the
Lenders) a notice as to the  organization  or acquisition  of each  Unrestricted
Subsidiary  promptly following such organization or acquisition  together with a
certificate of a Responsible  Officer of the Borrower  certifying  that attached
thereto  are true  copies of (i) the  resolutions  duly  adopted by the Board of
Directors  of  the  Borrower  designating  such  Subsidiary  as an  Unrestricted
Subsidiary and (ii) all agreements,  instruments and other documents relating to
the organization or acquisition of such Unrestricted Subsidiary.

     (b) Indebtedness of Unrestricted Subsidiaries.  The Borrower will, promptly
upon receipt thereof by the Borrower or any of its Subsidiaries,  deliver to the
Administrative Agent (with sufficient copies for each of the Lenders) a true and
complete  copy  of each  agreement,  instrument  or  other  document  evidencing
Indebtedness or other material  obligations of each Unrestricted  Subsidiary and
each other material agreement,  instrument or other document (including, without
limitation,   agreements,   instruments   and  other  documents  in  respect  of
acquisitions) entered into by each Unrestricted Subsidiary.

     (c) Transactions  with Unrestricted  Subsidiaries.  The Borrower will cause
the  management,   business  and  affairs  of  each  of  the  Borrower  and  its
Subsidiaries  to be  conducted in such a manner so that each of the Borrower and

<page>
its  Subsidiaries  will be perceived and treated as a legal entity  separate and
distinct  from each other.  Without in any way limiting the other  provisions of
this  subsection,  the Borrower will not permit any  Restricted  Subsidiary  to,
directly or indirectly:  (i) make any Investment in an Unrestricted  Subsidiary,
(ii) dispose of any of its Properties to an Unrestricted Subsidiary, (iii) merge
into  or  consolidate  with  or  purchase  or  acquire  any  Properties  from an
Unrestricted  Subsidiary or (iv) enter  into any other  transaction  directly or
indirectly  with or for the benefit of an  Unrestricted  Subsidiary  (including,
without limitation, guarantees and assumptions of obligations of an Unrestricted
Subsidiary);  provided  that it is  understood  that the Borrower as the "common
parent" of its Restricted Subsidiaries and Unrestricted  Subsidiaries may file a
consolidated tax return on behalf of itself and its Subsidiaries and such filing
shall not be deemed to violate the provisions of this subsection.

     (d) Treatment of Certain Overhead Expenses, Etc. The Borrower will allocate
corporate  general  and  administrative  expenses  between  it,  the  Restricted
Subsidiaries and the Unrestricted  Subsidiaries in accordance with customary and
reasonable business practices and GAAP consistently applied.  Without in any way
limiting the other provisions of this  subsection,  the Borrower will not permit
any Restricted Subsidiary to, directly or indirectly, pay or incur any corporate
general and administrative expenses on behalf of any Unrestricted Subsidiary.

     SECTION  6.08.  Certain  Obligations  with  respect  to  Subsidiaries.  The
Borrower  will  take  such  action,  and  will  cause  each  of  its  Restricted
Subsidiaries  to take such  action,  from time to time as shall be  necessary to
ensure that all  Restricted  Subsidiaries  of the  Borrower  (other than Foreign
Subsidiaries)  are  "Subsidiary  Guarantors"  hereunder.  Without  limiting  the
generality  of the  foregoing,  in the  event  that the  Borrower  or any of its
Subsidiaries  shall form or acquire any new Subsidiary  that shall  constitute a
Restricted  Subsidiary  hereunder,  the Borrower and its Subsidiaries will cause
such new Restricted Subsidiary to:

          (i) become a "Subsidiary  Guarantor" hereunder pursuant to a Guarantee
     Assumption Agreement, and

          (ii) deliver such proof of corporate  action,  incumbency of officers,
     opinions  of  counsel  and other  documents  as is  consistent  with  those
     delivered by each Obligor pursuant to Section 5.01 on the Effective Date or
     as the Administrative Agent shall have requested.


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                                  ARTICLE VII
                               NEGATIVE COVENANTS

     The Borrower hereby agrees that, until the Commitments have expired or been
terminated  and the principal and interest on each Loan, the Borrower shall not,
and  shall  not  permit  any of its  Restricted  Subsidiaries  to,  directly  or
indirectly:

     SECTION 7.01. Financial Condition Covenants.

     (a)  Maintenance  of Total Debt  Ratio.  Permit the Total Debt Ratio at any
time to be greater than 3.50 to 1.

     (b) Maintenance of Total Interest Coverage Ratio. Permit the Total Interest
Coverage Ratio at any time to be less than 2.00 to 1.

     SECTION 7.02.  Limitation on Indebtedness.  Create, incur, assume or suffer
to exist any Indebtedness, except:

          (a) Indebtedness of the Borrower under this Agreement;

          (b)  Indebtedness of the Borrower to any Restricted  Subsidiary and of
     any  Restricted   Subsidiary  to  the  Borrower  or  any  other  Restricted
     Subsidiary;

          (c)   Indebtedness   of  the  Borrower  and  any  of  its   Restricted
     Subsidiaries incurred to finance the acquisition of fixed or capital assets
     (whether pursuant to a loan, a Financing Lease or otherwise) not  exceeding
     $25,000,000 in aggregate  principal  amount at any one time outstanding and
     any refinancings, refundings, renewals or extensions thereof (provided that
     the principal amount of such  Indebtedness  shall at no time exceed 100% of
     the original acquisition cost of such assets plus any costs associated with
     the financing or refinancing thereof);

          (d)  Indebtedness  outstanding  on  the  date  hereof  and  listed  on
     Schedule II  and  any  refinancings,  refundings,  renewals  or  extensions
     thereof  (provided that the principal  amount of such  Indebtedness  is not
     increased  by an  amount  greater  than  costs  associated  with  any  such
     refinancing, refundings, renewals or extensions);

          (e)  Indebtedness  of a Person which  becomes a Restricted  Subsidiary
     after  the  date  hereof  and any  refinancings,  refundings,  renewals  or
     extensions thereof, provided that (i) such Indebtedness existed at the time
     such Person became a Restricted  Subsidiary  (or, if later,  at the time it
     acquired the assets of a business pursuant to Section 7.08(c))  and was not
     created in anticipation thereof and (ii) immediately after giving effect to

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     the  acquisition  of such  Person by the  Borrower  no  Default or Event of
     Default shall have occurred and be continuing;

          (f) Permitted Additional Indebtedness; and

          (g)  additional  Indebtedness  not exceeding  $35,000,000 in aggregate
     principal amount at any one time outstanding.

     SECTION 7.03. Limitation on Liens. Create, incur, assume or suffer to exist
any Lien upon any of its  property,  assets or  revenues,  whether  now owned or
hereafter acquired, except for:

          (a) Liens for taxes not yet subject to penalties  for  non-payment  or
     which  are  being  contested  in good  faith  by  appropriate  proceedings,
     provided  that, if contested,  adequate  reserves with respect  thereto are
     maintained on the books of the Borrower or its Restricted Subsidiaries,  as
     the case may be,  in  conformity  with  GAAP  (or,  in the case of  Foreign
     Subsidiaries,  generally accepted accounting principles in effect from time
     to time in their respective jurisdictions of incorporation);

          (b)   Liens   imposed   by  law,   such  as   landlords',   carriers',
     warehousemen's, materialmen's and mechanics' liens, or Liens arising out of
     judgments  or  awards  against  the  Borrower  or  any  of  its  Restricted
     Subsidiaries  with  respect  to  which  the  Borrower  or  such  Restricted
     Subsidiary  at the  time  shall  currently  be  prosecuting  an  appeal  or
     proceedings for review in good faith and by proper proceedings;

          (c) pledges or  deposits in  connection  with  workers'  compensation,
     unemployment  insurance and other social security  legislation and deposits
     securing  liability to insurance carriers under insurance or self-insurance
     arrangements;

          (d) deposits to secure the performance of bids, trade contracts (other
     than for borrowed money), leases, statutory obligations,  surety and appeal
     bonds, performance bonds and other obligations of a like nature incurred in
     the ordinary course of business;

          (e)   easements,   rights-of-way,   restrictions   and  other  similar
     encumbrances  incurred in the  ordinary  course of business  which,  in the
     aggregate,  are not  substantial  in  amount  and  which do not in any case
     materially  detract  from the  value of the  property  subject  thereto  or
     materially  interfere with the ordinary  conduct of the business taken as a
     whole of the Borrower or such Restricted Subsidiary;

          (f) Liens  securing  Indebtedness  of the Borrower and its  Restricted
     Subsidiaries   permitted  by   Section 7.02(c)   incurred  to  finance  the
     acquisition of fixed or capital assets,  provided that (i) such Liens shall
     be created substantially  simultaneously with the acquisition of such fixed
     <page>

     or capital assets, (ii) such Liens do not at any time encumber any property
     other than the property financed by such Indebtedness,  (iii) the amount of
     Indebtedness secured thereby is not increased and (iv) the principal amount
     of  Indebtedness  secured by any such Lien shall at no time  exceed 100% of
     the original  purchase  price of such  property at the time it was acquired
     plus any financing or refinancing costs;

          (g) Liens in  existence  on the date  hereof  listed on  Schedule  II,
     securing Indebtedness  permitted by Section 7.02(d),  provided that no such
     Lien is spread to cover any  additional  property  after the Effective Date
     and that the amount of Indebtedness secured thereby is not increased except
     as permitted by Section 7.02(d);

          (h) Liens on assets acquired by a Restricted Subsidiary after the date
     hereof or on the property or assets of a Person which  becomes a Restricted
     Subsidiary  after  the  date  hereof  securing  Indebtedness  permitted  by
     Section 7.02(c) or  7.02(e),  respectively,  provided that  (i) such  Liens
     exist at the time such  assets  are  acquired  or at the time  such  Person
     becomes a Restricted Subsidiary, as the case may be, and are not created in
     anticipation  thereof,  (ii) any  such  Lien is not  spread  to  cover  any
     property  or assets of such  Person  after the time such  Person  becomes a
     Restricted Subsidiary or such assets are acquired,  and (iii) the amount of
     Indebtedness secured thereby is not increased;

          (i) Liens on the Capital Stock of Unrestricted  Subsidiaries  securing
     obligations of Unrestricted Subsidiaries; and

          (j) Liens (not otherwise  permitted  hereunder) so long as the greater
     of  (i) the  aggregate  outstanding  principal  amount  of the  obligations
     secured  thereby and  (ii) the  aggregate  fair market  value of the assets
     subject thereto does not exceed $5,000,000 at any one time.

     SECTION 7.04. Limitation on Guarantee Obligations. Create, incur, assume or
suffer to exist any Guarantee Obligation except:

          (a) Guarantee  Obligations  in existence on the date hereof and listed
     on Schedule III;

          (b)  Guarantee  Obligations  of a Person  which  becomes a  Restricted
     Subsidiary after the date hereof,  provided that such Guarantee Obligations
     exist at the time such  Person  becomes a  Restricted  Subsidiary  (or,  if
     later,  at the time it  acquired  the  assets  of a  business  pursuant  to
     Section 7.08(c)) and are not created in anticipation thereof,

          (c) Guarantee  Obligations  entered into in the ordinary course of its
     business by the Borrower or any Restricted Subsidiary of obligations of any
     of the Borrower or its Restricted  Subsidiaries,  which obligations are not
     prohibited by this Agreement;

<page>

          (d) the obligations of the Subsidiary Guarantors under Article III and
     the 2002 Notes Guarantee; and

          (e) additional  Guarantee  Obligations  in respect of obligations  not
     exceeding  $10,000,000  in  aggregate  principal  amount  at any  one  time
     outstanding.

     SECTION 7.05.  Limitation on  Fundamental  Changes.  Enter into any merger,
consolidation  or  amalgamation,  or liquidate,  wind up or dissolve  itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially  all of its property,  business or
assets, except:

          (a)  any  Restricted  Subsidiary  of the  Borrower  may be  merged  or
     consolidated with or into the Borrower (provided that the Borrower shall be
     the  continuing or surviving  corporation)  or with or into any one or more
     wholly owned  Restricted  Subsidiaries  of the Borrower  (provided that the
     wholly owned Restricted Subsidiary or Restricted  Subsidiaries shall be the
     continuing or surviving Person);

          (b) any Restricted  Subsidiary may sell, lease,  transfer or otherwise
     dispose  of  any  or  all of its  assets  (upon  voluntary  liquidation  or
     otherwise) to the Borrower or any wholly owned Restricted Subsidiary of the
     Borrower;

          (c) the Borrower or any of its Restricted  Subsidiaries may enter into
     a merger with any Person  engaged in the commercial  radio business  (which
     shall be deemed to include, without limitation, programming, production and
     distribution) or any other business related to the foregoing, provided that
     the Borrower or a Restricted  Subsidiary,  as the case may be, shall be the
     surviving  corporation  and that both prior to and after  giving  effect to
     such merger there shall exist no Default or Event of Default  hereunder and
     the  Borrower  shall have  delivered a  certificate  (with such  supporting
     detail  and   calculations   as  may  be   reasonably   requested   by  the
     Administrative  Agent)  from  a  Responsible  Officer  so  stating  to  the
     Administrative Agent; and

          (d) as permitted by Section 7.06.

     SECTION 7.06.  Limitation on Sale of Assets.  Convey,  sell, lease, assign,
transfer  or  otherwise  dispose  of any of its  property,  business  or  assets
(including,  without limitation,  receivables and leasehold interests),  whether
now owned or hereafter acquired,  or, in the case of any Restricted  Subsidiary,
issue or sell any shares of such  Restricted  Subsidiary's  Capital Stock to any
Person  other than the  Borrower  or any  wholly  owned  Restricted  Subsidiary,
except:

          (a) the sale or other  disposition  of any  property  in the  ordinary
     course of business;


<page>
          (b) any sale,  assignment,  transfer or other  disposition  of Capital
     Stock of any Unrestricted Subsidiary;

          (c) the sale or other  disposition of any other property,  business or
     asset with an aggregate fair market value not to exceed  $5,000,000 so long
     as (i) the consideration  received shall be an amount at least equal to the
     fair market value thereof;  (ii) at least 90% of the consideration received
     shall be cash;  (iii) the  proceeds of such sale or other  disposition  are
     applied as required  by  Section 2.08(b);  and (iv) no  Default or Event of
     Default shall have  occurred and be  continuing or would result  therefrom;
     and

          (d) as permitted by Section 7.05(b).

     SECTION  7.07.  Limitation  on  Restricted  Payments.  Declare  or pay  any
dividend (other than dividends  payable solely in Capital Stock of the Borrower)
on, or make any payment or  prepayment  on account of, or set apart assets for a
sinking or other  analogous  fund for,  the  purchase,  redemption,  defeasance,
retirement or other  acquisition of, any shares of any class of Capital Stock of
the Borrower or any Restricted Subsidiary or any warrants or options to purchase
any such  Capital  Stock,  or make any  payment of  management  or similar  fees
(including,  without  limitation,  Management  Fees,  but excluding all expenses
payable to Infinity,  in its capacity as  "Manager",  under  Section 1.6  of the
Management  Agreement) to Infinity or any other Affiliate of the Borrower (other
than to any employee, officer or director of the Borrower or its Subsidiaries in
connection  with the  performance  of such  employee's,  officer's or director's
duties in such  capacity),  whether now or  hereafter  outstanding,  or make any
other distribution in respect thereof, either directly or indirectly, whether in
cash or property or in obligations of the Borrower or any Restricted  Subsidiary
(such   declarations,   payments,   setting   apart,   purchases,   redemptions,
defeasances,  retirements,  acquisitions and  distributions  being herein called
"Restricted Payments"), except that:

          (a) any  Restricted  Subsidiary  may make  Restricted  Payments to the
     Borrower,

          (b)  the  Borrower  may make  Restricted  Payments  for the purpose of
     cashing out any fractional shares of Capital Stock following the payment of
     a dividend payable in Capital Stock of the Borrower,

          (c)  provided that, both prior to and after giving effect to each such
     payment, no Event of Default pursuant to Sections 8(a),  (c) (solely in the
     case of an Event of Default  pursuant to  Section 7.01,  and, in such case,
     only if the  Required  Lenders  following  such an Event of  Default  shall
     determine in their sole discretion to prohibit any payment  provided for in
     clause (x) or (y) below) or (f) shall have occurred and be continuing,  the
     Borrower may (x) make cash  payments of Management  Fees to Infinity at the
     times and in the amounts  provided  for by  Section 2.1  of the  Management

<page>
     Agreement  in respect of each  fiscal year and  (y) make a cash  payment of
     Management Fees to Infinity at the times and in the amounts provided for by
     Section 2.2 of the Management Agreement; and

          (d) the Borrower and its Restricted  Subsidiaries may make Restricted
     Payments of the type described,  and in addition to those permitted, in the
     foregoing  clauses  (a) and (b);  provided  that prior to and after  giving
     effect to each such  Restricted  Payment,  there  shall exist no Default or
     Event of Default  hereunder (it being understood  that, in no event,  shall
     this clause (d) be applicable to Restricted  Payments of the type described
     in the foregoing clause (c)).

     SECTION 7.08.  Limitation  on  Investments,  Loans and  Advances.  Make any
advance,  loan,  extension of credit or capital contribution to, or purchase any
stock,  bonds,   notes,   debentures  or  other  securities  of  or  any  assets
constituting  a  business  unit of, or make any other  investment  in (each,  an
"Investment") any Person, except:

          (a) extensions of trade credit in the ordinary course of business;

          (b) investments in Cash Equivalents;

          (c) purchases of shares of the Capital Stock of any Person  engaged in
     the commercial  radio business  (which shall be deemed to include,  without
     limitation, programming, production and distribution) or any other business
     related to the foregoing or purchases of the assets constituting all or any
     portion of any such  business  owned by any other  Person,  provided  that,
     prior to and after  giving  effect to such  purchase,  there shall exist no
     Default  or Event of  Default  and the  Borrower  shall  have  delivered  a
     certificate  (with  such  supporting  detail  and  calculations  as  may be
     reasonably  requested  by the  Administrative  Agent)  from  a  Responsible
     Officer so stating and provided  further,  that any such Person which shall
     constitute a Subsidiary  following  such  Investment  shall be a Restricted
     Subsidiary  or, as the case may be, the assets so purchased  shall be owned
     by a Restricted Subsidiary;

          (d) loans and  advances to officers  and  employees of the Borrower or
     its  Restricted  Subsidiaries  for  travel,  entertainment  and  relocation
     expenses and other purposes in the ordinary course of business;

          (e)  Investments  by the Borrower in its Restricted  Subsidiaries  and
     Investments by such  Restricted  Subsidiaries  in the Borrower and in other
     Restricted Subsidiaries;

          (f) Investments set forth on Schedule IV; and

          (g)  (i) Investments in Unrestricted  Subsidiaries as of the Effective
     Date,  (ii) Investments in Unrestricted  Subsidiaries the consideration for
     which shall  consist  solely of shares of the Capital Stock of the Borrower
     and  (iii) additional  Investments in Unrestricted  Subsidiaries during the
<page>

     period from and including  December 31, 2002 to and including the Revolving
     Credit  Commitment  Termination Date in an aggregate amount which is not in
     excess of the Unrestricted Investment Basket.

     SECTION 7.09.  Limitation on  Modifications  of the  Management  Agreement.
Amend,  modify or change, or consent or agree to any amendment,  modification or
change to any of the terms of the Management Agreement (in any manner that could
have a material adverse effect on the Lenders,  provided that the Borrower shall
inform the  Lenders of any  material  amendment,  modification  or change to the
Management Agreement within 30 days after the Borrower agrees to such amendment,
modification or change).

     SECTION 7.10.  Limitation on Sale or Discount of Receivables.  The Borrower
shall not and shall not permit any of its Restricted  Subsidiaries  to, discount
or sell with  recourse,  or sell for less than the  greater of the face value or
market value thereof, any of its notes receivable or accounts receivable.

     SECTION 7.11.  Limitation on Transactions  with  Affiliates.  Except as set
forth on Schedule V, enter into any transaction,  including, without limitation,
any  purchase,  sale,  lease or exchange of  property  or the  rendering  of any
service,  with any Affiliate unless such transaction is (a) otherwise  permitted
or not prohibited under this Agreement and (b) upon fair and reasonable terms no
less favorable to the Borrower or such  Restricted  Subsidiary,  as the case may
be, than it would obtain in a comparable arm's-length  transaction with a Person
which is not an Affiliate.

     SECTION 7.12.  Limitation on Changes in Fiscal Year. Permit the fiscal year
of the Borrower to end on a day other than December 31.

     SECTION 7.13.  Limitation on Negative Pledge  Clauses.  Enter into with any
Person any  agreement,  other than  (a) this  Agreement  and (b) any  industrial
revenue bonds,  purchase money mortgages or Financing  Leases  permitted by this
Agreement (in which cases, any prohibition or limitation shall only be effective
against the assets financed  thereby),  which prohibits or limits the ability of
the Borrower or any of its Restricted  Subsidiaries to create,  incur, assume or
suffer to exist any Lien upon any of its property,  assets or revenues,  whether
now owned or hereafter acquired unless the prohibitions or limitations contained
in such  agreement  would only restrict such Liens if they were not also made to
secure the  obligations  of the Borrower or a Restricted  Subsidiary  under such
agreement or a related  agreement equally and ratably with the obligations which
such Liens were created to secure.  Notwithstanding the foregoing,  the Borrower
and its  Restricted  Subsidiaries  may enter into the 2002  Notes Note  Purchase
Agreement,  and the 2002 Notes Note Purchase Agreement may prohibit or limit the
ability of the Borrower or any of its  Restricted  Subsidiaries  from  creating,
incurring,  assuming or  suffering  to exist any Lien upon any of its  property,
assets or revenues,  so long as such  prohibition or  limitation,  as applied to

<page>
Liens in favor of the  Administrative  Agent and the  Lenders  hereunder,  shall
prohibit  or limit  such  Liens in favor  of the  Administrative  Agent  and the
Lenders only to the extent that such Liens do not  effectively  provide that the
2002 Notes are equally and ratably secured thereby.

     SECTION  7.14.  Limitation  on Lines of Business.  Enter into any business,
either directly or through any Restricted Subsidiary,  except for the commercial
broadcast  business  (which  shall be deemed  to  include,  without  limitation,
programming, production and distribution) and businesses related thereto.

     SECTION 7.15.  Repayments of Indebtedness.  The Borrower will not, nor will
it permit any of its  Subsidiaries  to,  purchase,  redeem,  retire or otherwise
acquire  for value,  or set apart any money for a sinking,  defeasance  or other
analogous fund for the purchase, redemption, retirement or other acquisition of,
or make any voluntary  payment or prepayment of the principal of or interest on,
or any  other  amount  owing in  respect  of,  the 2002  Notes or any  Permitted
Additional  Indebtedness  incurred  after the date hereof,  except for regularly
scheduled  payments,  prepayments  or  redemptions  of principal and interest in
respect thereof required  pursuant to the instruments  evidencing the 2002 Notes
or such Permitted Additional Indebtedness.

     SECTION 7.16. Hedging  Agreements.  Enter into any Hedging Agreement unless
such Hedging  Agreement  is entered into in the ordinary  course of business and
not for speculative purposes.

                                  ARTICLE VIII

                                EVENTS OF DEFAULT

     If any of the  following  events  ("Events of Default")  shall occur and be
continuing:

          (a) the Borrower  shall fail to pay any principal of any Loan when due
     in accordance with the terms hereof;  or the Borrower shall fail to pay any
     interest on any Loan, or any other amount  payable  hereunder,  within five
     days after any such interest or other amount becomes due in accordance with
     the terms hereof; or

          (b) any representation or warranty made or deemed made by the Borrower
     or any  other  Obligor  herein or in any other  Loan  Document  or which is
     contained  in any  certificate  furnished  by it at any  time  under  or in
     connection  with this Agreement or any such other Loan Document shall prove
     to have been incorrect in any material respect on or as of the date made or
     deemed made; or

<page>
          (c) the Borrower shall default in the observance or performance of any
     agreement  contained in Article 7 (except that defaults under Sections 7.03
     shall not become Events of Default  unless they have been  unremedied for a
     period of 15 days); or

          (d) the Borrower or any other Obligor shall default in the  observance
     or  performance of any other  agreement  contained in this Agreement or any
     other Loan  Document  (other  than as provided  in  paragraphs  (a) through
     (c) of this  Article),  and such default shall  continue  unremedied  for a
     period of 30 days after the Borrower or such  Obligor,  as the case may be,
     obtains actual knowledge thereof or after notice thereof to the Borrower by
     the Administrative Agent or any Lender (through the Administrative  Agent);
     or

          (e)  the  Borrower  or  any  of  its  Restricted   Subsidiaries  shall
     (i) default in any payment of principal of or interest on any  Indebtedness
     (other  than the  Loans) or in the  payment  of any  Guarantee  Obligation,
     beyond the period of grace, if any, provided in the instrument or agreement
     under which such  Indebtedness or the  obligations  that are the subject of
     such Guarantee Obligation was created; or (ii) default in the observance or
     performance  of any  other  agreement  or  condition  relating  to any such
     Indebtedness  or Guarantee  Obligation  or contained in any  instrument  or
     agreement  evidencing,  securing  or relating  thereto,  or any other event
     shall occur or condition  exist, the effect of which default or other event
     or  condition  is to cause,  or to permit  the  holder or  holders  of such
     Indebtedness or beneficiary or beneficiaries  of such Guarantee  Obligation
     (or a trustee or agent on behalf of such  holder or holders or  beneficiary
     or  beneficiaries)  to cause,  with the giving of notice if required,  such
     Indebtedness  to become due prior to its stated  maturity or such Guarantee
     Obligation to become payable;  provided,  however, that no Default or Event
     of Default shall exist under this paragraph  unless the aggregate amount of
     Indebtedness  and/or Guarantee  Obligations in respect of which any default
     or other  event or  condition  referred  to in this  paragraph  shall  have
     occurred shall be equal to at least $1,000,000; or

          (f) (i)  the  Borrower  or any of its  Restricted  Subsidiaries  shall
     commence any case,  proceeding  or other action  (A) under  any existing or
     future  law  of  any  jurisdiction,   domestic  or  foreign,   relating  to
     bankruptcy,  insolvency,  reorganization  or relief of debtors,  seeking to
     have an order  for  relief  entered  with  respect  to it,  or  seeking  to
     adjudicate  it  a  bankrupt  or  insolvent,   or  seeking   reorganization,
     arrangement, adjustment, winding-up, liquidation,  dissolution, composition
     or other relief with respect to it or its debts, or (B) seeking appointment
     of a receiver,  trustee,  custodian,  conservator or other similar official
     for it or for all or any substantial part of its assets, or the Borrower or
     any of its Restricted  Subsidiaries shall make a general assignment for the
     benefit of its  creditors;  or  (ii) there  shall be commenced  against the
<page>

     Borrower or any of its  Restricted  Subsidiaries  any case,  proceeding  or
     other action of a nature referred to in clause (i) above which  (A) results
     in the entry of an order for relief or any such adjudication or appointment
     or  (B) remains  undismissed,  undischarged  or unbonded for a period of 60
     days; or (iii) there  shall be commenced against the Borrower or any of its
     Restricted  Subsidiaries  any  case,  proceeding  or other  action  seeking
     issuance  of a warrant  of  attachment,  execution,  distraint  or  similar
     process against all or any substantial  part of its assets which results in
     the  entry of an order  for any  such  relief  which  shall  not have  been
     vacated, discharged, or stayed or bonded pending appeal within 60 days from
     the  entry  thereof;   or  (iv) the  Borrower  or  any  of  its  Restricted
     Subsidiaries  shall take any action in  furtherance  of, or indicating  its
     consent to, approval of, or  acquiescence  in, any of the acts set forth in
     clause  (i),  (ii)  or  (iii)  above;  or  (v) the  Borrower  or any of its
     Restricted  Subsidiaries  shall  generally  not,  or shall be unable to, or
     shall admit in writing its  inability to, pay its debts as they become due;
     or

          (g) an ERISA Event  shall have  occurred  that,  in the opinion of the
     Required Lenders, when taken together with all other ERISA Events that have
     occurred,  could  reasonably  be expected  to result in a Material  Adverse
     Effect; or

          (h) one or more  judgments  or decrees  shall be entered  against  the
     Borrower or any of its Restricted Subsidiaries involving in the aggregate a
     liability (to the extent not paid or covered by insurance) of $1,000,000 or
     more,  and all such  judgments  or  decrees  shall not have  been  vacated,
     discharged,  stayed or bonded  pending appeal within 60 days from the entry
     thereof; or

          (i) the  obligations of the Subsidiary  Guarantors  under  Article III
     shall cease, for any reason, to be in full force and effect with respect to
     any Guarantor or any Guarantor shall so assert; or

          (j) the Management Agreement shall be terminated or otherwise cease to
     be in full force and  effect,  or the  Borrower  is or becomes  entitled to
     terminate the Management Agreement under Section 3.2(b)(ii) thereof; or

          (k) (i) any  Person or group  (within the meaning of the  Exchange Act
     and the rules of the  Securities and Exchange  Commission  thereunder as in
     effect on the date hereof), other than INI or any of its Subsidiaries shall
     (x) acquire  or own,  directly or  indirectly,  beneficially  or of record,
     shares  representing more than 35% of the ordinary voting power represented
     by the issued and  outstanding  voting  capital stock of the  Borrower,  or
     (y) acquire direct or indirect control of the Borrower;  or (ii) a majority
     of the seats  (other than vacant  seats) on the board of  directors  of the
     Borrower shall be occupied by Persons who were neither (x) nominated by the
     board of  directors  of the  Borrower  nor  (y) appointed  by  directors so
     nominated; or

          (l) a Default of the type described in paragraph (e)  above shall have
     occurred  and  be  continuing  with  respect  to  the  Indebtedness  of  an
     Unrestricted  Subsidiary and as a result thereof the Borrower or any of its
     Restricted Subsidiaries shall become liable for such Indebtedness,  in each
     case,  whether by operation of law,  pursuant to contract or otherwise,  or
     any holder or holders  of such  Indebtedness  shall so assert in writing in
     any  proceeding  before  a court or other  adjudicatory  body of  competent
     jurisdiction and the Required  Lenders shall determine,  in the exercise of
     their reasonable  judgment,  that the Borrower and/or any of its Restricted
     Subsidiaries is reasonably  likely to incur a liability as a result thereof
     which would constitute a Material Adverse Effect; or

          (m) the Borrower or any of its Restricted Subsidiaries shall incur any
     liability (not paid or fully covered by insurance) under  any Environmental
     Law in an amount which constitutes a Material Environmental Amount;

then, and in any such event,  (A) if such event is an Event of Default specified
in clause  (i) or  (ii) of  paragraph  (f) of this  Article with  respect to the
Borrower,  automatically  the Commitments  shall  immediately  terminate and the
Loans  hereunder  (with  accrued  interest  thereon) and all other amounts owing
under this Agreement shall immediately  become due and payable,  and (B) if such
event is any other Event of Default, either or both of the following actions may
be taken: (i) with the consent of the Required Lenders, the Administrative Agent
may, or upon the  request of the  Required  Lenders,  the  Administrative  Agent
shall,  by notice to the  Borrower  declare  the  Commitments  to be  terminated
forthwith,  whereupon the Commitments shall immediately terminate; and (ii) with
the consent of the Required Lenders,  the Administrative  Agent may, or upon the
request of the Required Lenders,  the  Administrative  Agent shall, by notice to
the Borrower,  declare the Loans hereunder (with accrued  interest  thereon) and
all other  amounts owing under this  Agreement to be due and payable  forthwith,
whereupon the same shall immediately become due and payable.

     Except as expressly provided above in this Article, to the extent permitted
by applicable  law,  presentment,  demand,  protest and all other notices of any
kind are hereby expressly waived.

                                   ARTICLE IX
                            THE ADMINISTRATIVE AGENT

     Each of the Lenders hereby irrevocably appoints the Administrative Agent as
its agent  hereunder  and under the other  Loan  Documents  and  authorizes  the
Administrative  Agent to take such  actions on its behalf and to  exercise  such
powers as are  delegated  to the  Administrative  Agent by the  terms  hereof or
thereof,  together  with such  actions and powers as are  reasonably  incidental
thereto.

     The Person serving as the  Administrative  Agent  hereunder  shall have the
same rights and powers in its  capacity as a Lender as any other  Lender and may
exercise  the same as  though  it were not the  Administrative  Agent,  and such
<page>

Person and its Affiliates may accept  deposits from, lend money to and generally
engage in any kind of  business  with the  Borrower or any  Subsidiary  or other
Affiliate thereof as if it were not the Administrative Agent hereunder.

     The  Administrative  Agent shall not have any duties or obligations  except
those  expressly  set forth  herein  and in the other  Loan  Documents.  Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any  fiduciary or other  implied  duties,  regardless of whether a
Default has occurred and is continuing,  (b) the  Administrative Agent shall not
have any duty to take any  discretionary  action or exercise  any  discretionary
powers, except discretionary rights and powers expressly  contemplated hereby or
by the  other  Loan  Documents  that the  Administrative  Agent is  required  to
exercise in writing by the Required  Lenders,  and  (c) except  as expressly set
forth herein and in the other Loan Documents, the Administrative Agent shall not
have any duty to disclose,  and shall not be liable for the failure to disclose,
any  information  relating to the  Borrower or any of its  Subsidiaries  that is
communicated to or obtained by the bank serving as  Administrative  Agent or any
of its Affiliates in any capacity.  The Administrative Agent shall not be liable
for any action  taken or not taken by it with the  consent or at the  request of
the Required  Lenders or in the absence of its own gross  negligence  or willful
misconduct.  The  Administrative  Agent shall be deemed not to have knowledge of
any  Default   unless  and  until  written   notice  thereof  is  given  to  the
Administrative  Agent by the Borrower or a Lender, and the Administrative  Agent
shall not be  responsible  for or have any duty to  ascertain  or  inquire  into
(i) any statement, warranty or representation made in or in connection with this
Agreement  or any other Loan  Document,  (ii) the  contents of any  certificate,
report or other  document  delivered  hereunder or  thereunder  or in connection
herewith  or  therewith,  (iii) the  performance  or  observance  of  any of the
covenants,  agreements or other terms or conditions set forth herein or therein,
(iv) the  validity,   enforceability,   effectiveness  or  genuineness  of  this
Agreement,  any other  Loan  Document  or any  other  agreement,  instrument  or
document,  or (v) the  satisfaction  of any  condition set forth in Article V or
elsewhere  herein or therein,  other than to confirm  receipt of items expressly
required to be delivered to the Administrative Agent.

     The  Administrative  Agent shall be  entitled  to rely upon,  and shall not
incur any liability for relying upon, any notice, request, certificate, consent,
statement,  instrument,  document or other writing  believed by it to be genuine
and to have been signed or sent by the proper Person. The  Administrative  Agent
also may rely upon any statement  made to it orally or by telephone and believed
by it to be made by the proper  Person,  and shall not incur any  liability  for
relying thereon.  The  Administrative  Agent may consult with legal counsel (who
may be  counsel  for an  Obligor),  independent  accountants  and other  experts
selected by it, and shall not be liable for any action  taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

     The  Administrative  Agent may perform any and all its duties and  exercise
its rights and powers by or through any one or more sub-agents  appointed by the
Administrative  Agent.  The  Administrative  Agent  and any such  sub-agent  may
<page>

perform any and all its duties and exercise its rights and powers  through their
respective  Related  Parties.  The  exculpatory   provisions  of  the  preceding
paragraphs  shall apply to any such sub-agent and to the Related  Parties of the
Administrative Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities  provided
for herein as well as activities as Administrative Agent.

     The  Administrative  Agent may resign at any time by notifying  the Lenders
and the Borrower. Upon any such resignation, the Required Lenders shall have the
right,  in  consultation  with the  Borrower,  to  appoint  a  successor.  If no
successor  shall have been so appointed  by the Required  Lenders and shall have
accepted such appointment within 30 days after the retiring Administrative Agent
gives  notice  of its  resignation,  then the  retiring  Administrative  Agent's
resignation   shall   nonetheless   become   effective   and  (1) the   retiring
Administrative  Agent  shall be  discharged  from  its  duties  and  obligations
hereunder  and  (2) the  Required  Lenders  shall  perform  the  duties  of  the
Administrative  Agent (and all payments and  communications  provided to be made
by, to or through the  Administrative  Agent shall instead be made by or to each
Lender  directly)  until such time as the Required  Lenders  appoint a successor
agent as  provided  for  above in this  paragraph.  Upon the  acceptance  of its
appointment as  Administrative  Agent  hereunder by a successor,  such successor
shall succeed to and become vested with all the rights,  powers,  privileges and
duties of the  retiring  (or  retired)  Administrative  Agent  and the  retiring
Administrative  Agent  shall be  discharged  from  its  duties  and  obligations
hereunder  (if not  already  discharged  therefrom  as  provided  above  in this
paragraph). The fees payable by the Borrower to a successor Administrative Agent
shall be the same as those payable to its predecessor  unless  otherwise  agreed
between  the  Borrower  and such  successor.  After the  Administrative  Agent's
resignation  hereunder,  the provisions of this Article and Section 10.03  shall
continue in effect for its benefit in respect of any actions taken or omitted to
be taken by it while it was acting as Administrative Agent.

     Each Lender  acknowledges  that it has,  independently and without reliance
upon the  Administrative  Agent or any other Lender and based on such  documents
and information as it has deemed  appropriate,  made its own credit analysis and
decision to enter into this  Agreement.  Each Lender also  acknowledges  that it
will,  independently and without reliance upon the  Administrative  Agent or any
other Lender and based on such  documents and  information as it shall from time
to time deem  appropriate,  continue to make its own  decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or any
related agreement or any document furnished hereunder or thereunder.

     Except as  otherwise  provided  in  Section 10.02(b)  with  respect to this
Agreement,  the Administrative Agent may, with the prior consent of the Required
Lenders (but not otherwise),  consent to any modification,  supplement or waiver
under any of the Loan Documents.
<page>


                                    ARTICLE X

                                  MISCELLANEOUS

     SECTION  10.01.   Notices.   Except  in  the  case  of  notices  and  other
communications  expressly  permitted to be given by  telephone,  all notices and
other  communications  provided  for  herein  shall be in  writing  and shall be
delivered  by  hand  or  overnight  courier  service,  mailed  by  certified  or
registered mail or sent by telecopy, as follows:

          (a) if to the Borrower or any Subsidiary  Guarantor,  to it at 40 West
     57th Street, 15th Floor, New York, New York 10019,  Attention of Gary Yusko
     (Telecopy No. (212) 641-2163;  Telephone No. (212)  641-2063),  with a copy
     Attention  of Tina Haut,  Esq.  (Telecopy  No.  (212)  641-2198;  Telephone
     No.(212)  641-2081),  with an additional copy to Weil Gotshal & Manges LLP,
     767 Fifth Avenue,  New York, New York 10153  (Telecopy No. (212)  310-8007,
     Telephone No. (212) 310-8340), Attention of Howard Chatzinoff, Esq.;

          (b) if to the  Administrative  Agent,  to JPMorgan  Chase  Bank,  1111
     Fannin,  10th Floor,  Houston,  Texas  77002,  Attention  of Pearl  Esparza
     (Telecopy No. (713) 750-2378; Telephone No. (713) 750-7923), with a copy to
     JPMorgan Chase Bank,  270 Park Avenue, 4th Floor, New York, New York 10017,
     Attention  of James  Stone  (Telecopy  No.  (212) 270-4584;  Telephone  No.
     (212) 270-3096); and

          (c) if to a Lender,  to it at its  address  (or  telecopy  number) set
     forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and other
communications  hereunder by notice to the other parties hereto (or, in the case
of any such change by a Lender, by notice to the Borrower and the Administrative
Agent).  All  notices  and other  communications  given to any  party  hereto in
accordance  with the provisions of this  Agreement  shall be deemed to have been
given on the date of receipt.

          SECTION 10.02. Waivers; Amendments.

     (a) No Deemed  Waivers;  Remedies  Cumulative.  No  failure or delay by the
Administrative  Agent or any Lender in exercising  any right or power  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such  right or  power,  or any  abandonment  or  discontinuance  of steps to
enforce such a right or power, preclude any other or further exercise thereof or
the  exercise  of any other  right or power.  The  rights  and  remedies  of the
Administrative  Agent  and the  Lenders  hereunder  are  cumulative  and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
<page>

any  provision  of this  Agreement  or consent to any  departure  by any Obligor
therefrom shall in any event be effective  unless the same shall be permitted by
paragraph (b)  of this  Section,  and  then  such  waiver  or  consent  shall be
effective  only in the  specific  instance  and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan shall not
be  construed  as  a  waiver  of  any   Default,   regardless   of  whether  the
Administrative  Agent or any  Lender may have had  notice or  knowledge  of such
Default at the time.

     (b)  Amendments.  Neither this  Agreement nor any  provision  hereof may be
waived,  amended or modified  except  pursuant to an agreement or  agreements in
writing entered into by the Borrower and the Required Lenders or by the Borrower
and the Administrative Agent with the consent of the Required Lenders;  provided
that no such agreement shall

          (i) increase any Commitment of any Lender without the written  consent
     of such Lender,

          (ii)  reduce  the  principal  amount of any Loan or reduce the rate of
     interest thereon, or reduce any fees payable hereunder, without the written
     consent of each Lender affected thereby,

          (iii) postpone the scheduled  date of payment of the principal  amount
     of any Loan, or any interest  thereon,  or any fees payable  hereunder,  or
     reduce the amount of,  waive or excuse any such  payment,  or postpone  the
     scheduled date of expiration of any Commitment, without the written consent
     of each Lender affected thereby,

          (iv)  change  Section 2.15(d)  without  the  consent  of  each  Lender
     affected thereby,

          (v) change any of the  provisions of this Section or the percentage in
     the definition of the term "Required Lenders" or any other provision hereof
     specifying the number or percentage of Lenders required to waive,  amend or
     modify any rights hereunder or make any  determination or grant any consent
     hereunder, without the written consent of each Lender, or

          (vi) release all or  substantially  all of the  Guarantors  from their
     guarantee obligations under Article III without the written consent of each
     Lender;

and provided further that (x) no such agreement shall amend, modify or otherwise
affect the rights or duties of the  Administrative  Agent hereunder  without the
prior written consent of the Administrative Agent, and (y) that any modification
or  supplement  of  Article III  shall  require the  consent of each  Subsidiary
Guarantor.

     Anything in this  Agreement to the contrary  notwithstanding,  no waiver or
modification  of any  provision of this  Agreement  that has the effect  (either
immediately  or at some  later  time) of  enabling  the  Borrower  to  satisfy a
<page>

condition  precedent  to the  making of a Loan of any Class  shall be  effective
against the Lenders of such Class for purposes of the  Commitments of such Class
unless the Required  Lenders of such Class shall have concurred with such waiver
or  modification,  and no  waiver  or  modification  of any  provision  of  this
Agreement  or any other Loan  Document  that could  reasonably  be  expected  to
adversely  affect the  Lenders of any Class in a manner that does not affect all
Classes equally shall be effective  against the Lenders of such Class unless the
Required  Lenders  of such  Class  shall  have  concurred  with  such  waiver or
modification.

     SECTION 10.03. Expenses; Indemnity; Damage Waiver.

     (a)  Costs  and  Expenses.   The  Borrower  shall  pay  (i) all  reasonable
out-of-pocket  expenses incurred by the Administrative Agent and its Affiliates,
including the  reasonable  fees,  charges and  disbursements  of counsel for the
Administrative   Agent,  in  connection  with  the  syndication  of  the  credit
facilities  provided for herein,  the  preparation  and  administration  of this
Agreement  and the other Loan  Documents  or any  amendments,  modifications  or
waivers of the  provisions  hereof or thereof  (whether or not the  transactions
contemplated hereby or thereby shall be consummated) and (ii) all  out-of-pocket
expenses incurred by the Administrative Agent or any Lender, including the fees,
charges and  disbursements  of any counsel for the  Administrative  Agent or any
Lender,  in  connection  with the  enforcement  or  protection  of its rights in
connection  with this  Agreement  and the other Loan  Documents,  including  its
rights  under this  Section,  or in  connection  with the Loans made  hereunder,
including in  connection  with any workout,  restructuring  or  negotiations  in
respect thereof.

     (b)  Indemnification  by the  Borrower.  The Borrower  shall  indemnify the
Administrative  Agent  and each  Lender,  and each  Related  Party of any of the
foregoing Persons (each such Person being called an "Indemnitee")  against,  and
hold  each  Indemnitee  harmless  from,  any and all  losses,  claims,  damages,
liabilities and related expenses,  including the fees, charges and disbursements
of  any  counsel  for  any  Indemnitee,  incurred  by or  asserted  against  any
Indemnitee  arising  out of,  in  connection  with,  or as a result  of  (i) the
execution  or  delivery  of  this  Agreement  or  any  agreement  or  instrument
contemplated  hereby,  the performance by the parties hereto of their respective
obligations  hereunder  or the  consummation  of the  Transactions  or any other
transactions  contemplated  hereby,  (ii) any  Loan or the  use of the  proceeds
therefrom,  (iii) any  actual or alleged  presence  or release of  Materials  of
Environmental  Concern on or from any property owned or operated by the Borrower
or any of its Subsidiaries, or any Environmental Liability related in any way to
the  Borrower  or any of its  Subsidiaries,  or (iv) any  actual or  prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether  based on contract,  tort or any other theory and  regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee,  be available to the extent that such losses,  claims,  damages,
liabilities  or  related  expenses  are  determined  by  a  court  of  competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.

<page>

     (c) Reimbursement by Lenders.  To the extent that the Borrower fails to pay
any  amount  required  to be  paid  by  it to  the  Administrative  Agent  under
paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the
Administrative Agent such Lender's Applicable  Percentage  (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount;  provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent in its capacity as such.

     (d)  Waiver of  Consequential  Damages,  Etc.  To the extent  permitted  by
applicable  law, no Obligor shall assert,  and each Obligor hereby  waives,  any
claim against any Indemnitee, on any theory of liability, for special, indirect,
consequential  or  punitive  damages  (as  opposed to direct or actual  damages)
arising out of, in  connection  with,  or as a result of, this  Agreement or any
agreement or instrument  contemplated hereby, the Transactions,  any Loan or the
use of the proceeds thereof.

     (e) Payments.  All amounts due under this Section shall be payable promptly
after written demand therefor.

     SECTION 10.04. Successors and Assigns.

     (a)  Assignments  Generally.  The  provisions  of this  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns  permitted  hereby,  except that (i) the Borrower may not
assign or otherwise transfer any of its rights or obligations  hereunder without
the prior  written  consent of each  Lender  (and any  attempted  assignment  or
transfer  by the  Borrower  without  such  consent  shall be null and  void) and
(ii) no  Lender  may assign or  otherwise  transfer  its  rights or  obligations
hereunder  except in accordance  with this Section.  Nothing in this  Agreement,
expressed or implied,  shall be construed to confer upon any Person  (other than
the parties hereto,  their  respective  successors and assigns  permitted hereby
and, to the extent expressly  contemplated  hereby,  the affiliates,  directors,
officers,  employees,  attorneys and agents of each of the Administrative  Agent
and the  Lenders)  any legal or  equitable  right,  remedy or claim  under or by
reason of this Agreement.


<page>
     (b) Assignments by Lenders.

     (i)  Assignments  Generally.   Subject  to  the  conditions  set  forth  in
clause (ii)  below,  any  Lender may  assign to one or more  assignees  all or a
portion of its rights and obligations  under this Agreement  (including all or a
portion of its Revolving Credit  Commitment,  and the Loans, at the time held by
it) with the prior written consent (such consent not to be unreasonably withheld
or delayed) of:

          (A) the Borrower,  provided  that no consent of the Borrower  shall be
     required  for an  assignment  to a Lender,  an  Affiliate  of a Lender,  an
     Approved  Fund or,  if an Event  of  Default  shall  have  occurred  and is
     continuing, any other assignee; and

          (B)  the  Administrative  Agent,  provided  that  no  consent  of  the
     Administrative  Agent shall be required for (x) an  assignment  of any Term
     Loans or (y) an  assignment  of any  Revolving  Credit  Loans or  Revolving
     Credit  Commitments to an assignee that is a Lender with a Revolving Credit
     Commitment immediately prior to giving effect to such assignment.

     (ii) Certain Conditions to Assignments. Assignments shall be subject to the
following additional conditions:

          (A) except in the case of an assignment to a Lender or an Affiliate of
     a Lender,  or an assignment of the entire remaining amount of the assigning
     Lender's  Revolving Credit  Commitment  (together with all Revolving Credit
     Loans) or Term Loans, the amount of the Revolving Credit Commitment or Term
     Loans of the assigning  Lender subject to each such assignment  (determined
     as of  the  date  the  Assignment  and  Acceptance  with  respect  to  such
     assignment is delivered to the Administrative Agent) shall not be less than
     U.S.  $5,000,000 (or less than  $1,000,000 in the case of any assignment of
     Term  Loans)  unless  each of the  Borrower  and the  Administrative  Agent
     otherwise  consent,  provided that no such consent of the Borrower shall be
     required if an Event of Default has occurred and is continuing;

          (B) each partial assignment of any Revolving Credit Commitment or Term
     Loans shall be made as an  assignment  of a  proportionate  part of all the
     assigning  Lender's rights and obligations  under this Agreement in respect
     of such Commitment  (together with a proportionate  part of the outstanding
     Revolving Credit Loans) and Term Loans;

          (C) the parties to each  assignment  shall  execute and deliver to the
     Administrative Agent an Assignment and Acceptance in substantially the form
     of  Exhibit A,  together  with a  processing  and  recordation  fee of U.S.
     $3,500; and
<page>

          (D) the assignee,  if it shall not already be a Lender,  shall deliver
     to the Administrative Agent an Administrative Questionnaire.

     (iii)  Effectiveness  of  Assignments.  Subject to acceptance and recording
thereof  pursuant to  paragraph (c)  below,  from and after the  effective  date
specified in each Assignment and Acceptance the assignee  thereunder  shall be a
party hereto and, to the extent of the interest  assigned by such Assignment and
Acceptance,  have the rights and  obligations of a Lender under this  Agreement,
and the  assigning  Lender  thereunder  shall,  to the  extent  of the  interest
assigned by such  Assignment and  Acceptance,  be released from its  obligations
under this Agreement (and, in the case of an Assignment and Acceptance  covering
all of the assigning Lender's rights and obligations under this Agreement,  such
Lender shall cease to be a party hereto but shall continue to be entitled to the
rights referred to in Sections 2.12,  2.13,  2.14 and 10.05).  Any assignment or
transfer by a Lender of rights or obligations under this Agreement that does not
comply with this  Section shall  be treated for purposes of this  Agreement as a
sale by such  Lender  of a  participation  in such  rights  and  obligations  in
accordance with paragraph (e) below.

     (c) Maintenance of Register by the Administrative Agent. The Administrative
Agent,  acting for this purpose as an agent of the Borrower,  shall  maintain at
one of its  offices in New York City a copy of each  Assignment  and  Acceptance
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Revolving Credit Commitment of, and principal amount of the
Loans held by, each Lender  pursuant to the terms  hereof from time to time (the
"Register").  The entries in the Register shall be conclusive, and the Borrower,
the  Administrative  Agent and the Lenders  may treat each Person  whose name is
recorded in the Register  pursuant to the terms hereof as a Lender hereunder for
all purposes of this  Agreement,  notwithstanding  notice to the  contrary.  The
Register  shall be available for  inspection by the Borrower and any Lender,  at
any reasonable time and from time to time upon reasonable prior notice.

     (d) Acceptance of Assignments by Administrative  Agent. Upon its receipt of
a duly completed  Assignment and Acceptance  executed by an assigning Lender and
an assignee, the assignee's completed  Administrative  Questionnaire (unless the
assignee shall already be a Lender  hereunder),  the processing and  recordation
fee  referred  to in  paragraph (b)  above  and  any  written  consent  to  such
assignment required by said paragraph (b), the Administrative Agent shall accept
such Assignment and Acceptance and record the information  contained  therein in
the Register.  No assignment  shall be effective for purposes of this  Agreement
unless it has been recorded in the Register as provided in this paragraph (d).

     (e) Participations.  Any Lender may, without the consent of the Borrower or
the  Administrative  Agent,  sell  participations  to one or more banks or other
entities  (a  "Participant")  in all or a portion  of such  Lender's  rights and
obligations under this Agreement and the other Loan Documents  (including all or
a  portion  of its  Revolving  Credit  Commitments  and the  Loans  held by it);
provided that (i) such  Lender's  obligations under this Agreement and the other

<page>
Loan  Documents  shall remain  unchanged,  (ii) such  Lender shall remain solely
responsible to the other parties hereto for the performance of such  obligations
and (iii) the  Borrower,  the  Administrative  Agent and the other Lenders shall
continue to deal solely and directly  with such Lender in  connection  with such
Lender's  rights  and  obligations  under  this  Agreement  and the  other  Loan
Documents.

     Any  agreement  or  instrument  pursuant  to  which a Lender  sells  such a
participation  shall  provide  that such Lender  shall  retain the sole right to
enforce  this  Agreement  and  the  other  Loan  Documents  and to  approve  any
amendment,  modification  or waiver of any  provision  of this  Agreement or any
other Loan Document; provided that such agreement or instrument may provide that
such Lender  will not,  without  the  consent of the  Participant,  agree to any
amendment,   modification   or  waiver   described  in  the  first   proviso  to
Section 10.02(b) that affects such Participant.  Subject to paragraph (f) below,
the Borrower agrees that each  Participant  shall be entitled to the benefits of
Section 2.12,  2.13 and 2.14 to the same  extent as if it were a Lender  and had
acquired its interest by  assignment  pursuant to  paragraph (b)  above.  To the
extent permitted by law, each Participant also shall be entitled to the benefits
of Section 2.15(d) as though it were a Lender,  provided such Participant agrees
to be subject to Section 2.15(d) as though it were a Lender hereunder.

     (f)  Limitations  on Rights of  Participants.  A  Participant  shall not be
entitled to receive  any greater  payment  under  Section 2.12  or 2.14 than the
applicable  Lender  would  have been  entitled  to receive  with  respect to the
participation sold to such Participant,  unless the sale of the participation to
such  Participant  is  made  with  the  Borrower's  prior  written  consent.   A
Participant  that  would be a Foreign  Lender  if it were a Lender  shall not be
entitled to the benefits of Section 2.14  unless the Borrower is notified of the
participation  sold to such  Participant and such  Participant  agrees,  for the
benefit of the  Borrower,  to comply  with  Section 2.14(e)  as though it were a
Lender.

     (g) Certain Pledges. Any Lender may at any time pledge or assign a security
interest  in all or any  portion of its rights  under this  Agreement  to secure
obligations of such Lender, including any such pledge or assignment to a Federal
Reserve Bank, and this  Section shall not apply to any such pledge or assignment
of a security interest; provided that no such pledge or assignment of a security
interest  shall  release  a Lender  from  any of its  obligations  hereunder  or
substitute any such assignee for such Lender as a party hereto.

     (h) Disclosure of Certain Information. A Lender may furnish any information
concerning  the Borrower or any of its  Subsidiaries  in the  possession of such
Lender from time to time to assignees and  participants  (including  prospective
assignees  and   participants),   subject,   however,   to  the   provisions  of
Section 10.12(b).

     (i) No Assignments to the Borrower or Affiliates.  Anything in this Section
to the  contrary  notwithstanding,  no  Lender  may  assign or  participate  any
<page>
interest  in  any  Loan  held  by it  hereunder  to the  Borrower  or any of its
Affiliates or Subsidiaries without the prior consent of each Lender.

     SECTION 10.05.  Survival.  All covenants,  agreements,  representations and
warranties  made  by  the  Borrower  herein  and in the  certificates  or  other
instruments  delivered in connection with or pursuant to this Agreement shall be
considered  to have been  relied  upon by the  other  parties  hereto  and shall
survive  the  execution  and  delivery of this  Agreement  and the making of any
Loans,  regardless of any  investigation  made by any such other party or on its
behalf and notwithstanding  that the Administrative Agent or any Lender may have
had notice or knowledge of any Default or incorrect  representation  or warranty
at the time any credit is extended  hereunder,  and shall continue in full force
and effect as long as the  principal  of or any accrued  interest on any Loan or
any fee or any other amount  payable  under this  Agreement is  outstanding  and
unpaid  and so long as the  Commitments  have not  expired  or  terminated.  The
provisions of  Sections 2.12,  2.13,  2.14, 3.03 and 10.03 and Article IX  shall
survive and remain in full force and effect  regardless of the  consummation  of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or  termination of the  Commitments or the  termination of this Agreement or any
provision hereof.

     SECTION 10.06. Counterparts; Integration; Effectiveness. This Agreement may
be  executed in  counterparts  (and by  different  parties  hereto on  different
counterparts), each of which shall constitute an original, but all of which when
taken  together  shall  constitute a single  contract.  This  Agreement  and any
separate letter  agreements  with respect to fees payable to the  Administrative
Agent  constitute the entire contract  between and among the parties relating to
the subject  matter  hereof and supersede  any and all previous  agreements  and
understandings,  oral or written,  relating to the subject matter hereof. Except
as provided in Section 5.01, this Agreement shall become effective when it shall
have been executed by the Administrative Agent and when the Administrative Agent
shall have received  counterparts  hereof which,  when taken together,  bear the
signatures of each of the other parties hereto,  and thereafter shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors and assigns.  Delivery of an executed counterpart of a signature page
to this  Agreement  by  telecopy  shall be  effective  as delivery of a manually
executed counterpart of this Agreement.

     SECTION  10.07.  Severability.  Any provision of this  Agreement held to be
invalid,  illegal  or  unenforceable  in  any  jurisdiction  shall,  as to  such
jurisdiction,  be  ineffective to the extent of such  invalidity,  illegality or
unenforceability without affecting the validity,  legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a  particular  jurisdiction  shall not  invalidate  such  provision in any other
jurisdiction.

     SECTION 10.08. Right of Set-off. If an Event of Default shall have occurred
and be continuing, each Lender is hereby authorized at any time and from time to
time, to the fullest  extent  permitted by law, to set-off and apply any and all
deposits (general or special, time or demand,  provisional or final) at any time
held and  other  indebtedness  at any time  owing by such  Lender  to or for the

<page>
credit or the account of any Obligor  against any of and all the  obligations of
any Obligor now or hereafter  existing under this Agreement held by such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement and although  such  obligations  may be unmatured.  The rights of each
Lender  under  this  Section  are in  addition  to  other  rights  and  remedies
(including other rights of set-off) which such Lender may have.

     SECTION 10.09. Governing Law; Jurisdiction; Etc.

     (a) Governing Law. This Agreement shall be construed in accordance with and
governed by the law of the State of New York.

     (b)  Submission  to  Jurisdiction.  Each  Obligor  hereby  irrevocably  and
unconditionally  submits,  for  itself  and its  property,  to the  nonexclusive
jurisdiction  of the Supreme  Court of the State of New York sitting in New York
County and of the United States  District Court of the Southern  District of New
York,  and any  appellate  court from any thereof,  in any action or  proceeding
arising out of or relating to this Agreement,  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 such New York State or, to the 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 the
Administrative  Agent or any  Lender may  otherwise  have to bring any action or
proceeding  relating to this Agreement  against any Obligor or its properties in
the courts of any jurisdiction.

     (c) Waiver of Venue.  Each Obligor hereby  irrevocably and  unconditionally
waives,  to the  fullest  extent  it may  legally  and  effectively  do so,  any
objection which 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 in any court
referred to in paragraph (b) of this Section.  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.

     (d) Service of Process.  Each party to this Agreement  irrevocably consents
to  service of process in the  manner  provided  for  notices in  Section 10.01.
Nothing in this  Agreement  will affect the right of any party to this Agreement
to serve process in any other manner permitted by law.

     SECTION 10.10.  WAIVER OF JURY TRIAL.  EACH PARTY HERETO HEREBY WAIVES,  TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY  IN ANY  LEGAL  PROCEEDING  DIRECTLY  OR  INDIRECTLY  ARISING  OUT OF OR
<page>
RELATING TO THIS  AGREEMENT OR THE  TRANSACTIONS  CONTEMPLATED  HEREBY  (WHETHER
BASED ON CONTRACT,  TORT OR ANY OTHER THEORY).  EACH PARTY HERETO  (A) CERTIFIES
THAT NO  REPRESENTATIVE,  AGENT OR ATTORNEY OF ANY OTHER PARTY HAS  REPRESENTED,
EXPRESSLY  OR  OTHERWISE,  THAT SUCH  OTHER  PARTY  WOULD  NOT,  IN THE EVENT OF
LITIGATION,  SEEK TO ENFORCE THE FOREGOING WAIVER AND  (B) ACKNOWLEDGES  THAT IT
AND THE OTHER PARTIES  HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     SECTION  10.11.  Headings.  Article and Section  headings  and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement  and  shall  not  affect  the   construction  of,  or  be  taken  into
consideration in interpreting, this Agreement.

     SECTION 10.12. Treatment of Certain Information; Confidentiality.

     (a) Treatment of Certain Information.  The Borrower  acknowledges that from
time to time financial  advisory,  investment  banking and other services may be
offered or  provided  to the  Borrower  or one or more of its  Subsidiaries  (in
connection  with this  Agreement or  otherwise)  by any Lender or by one or more
subsidiaries  or  affiliates of such Lender and the Borrower  hereby  authorizes
each Lender to share any  information  delivered  to such Lender by the Borrower
and its  Subsidiaries  pursuant to this  Agreement,  or in  connection  with the
decision of such Lender to enter into this Agreement,  to any such subsidiary or
affiliate,  it being understood that any such subsidiary or affiliate  receiving
such  information  shall be bound by the  provisions  of  paragraph (b)  of this
Section as if it were a Lender hereunder.  Such authorization  shall survive the
repayment of the Loans,  the expiration or termination of the Commitments or the
termination of this Agreement or any provision hereof.

     (b)  Confidentiality.  Each of the  Administrative  Agent  and the  Lenders
agrees to maintain the  confidentiality  of the  Information (as defined below),
except that  Information  may be disclosed  (a) to its Affiliates and to its and
its Affiliates' respective partners,  directors,  officers,  employees,  agents,
advisors and other representatives (it being understood that the Persons to whom
such  disclosure  is made will be  informed of the  confidential  nature of such
Information and instructed to keep such  Information  confidential),  (b) to the
extent  requested by any regulatory  authority  purporting to have  jurisdiction
over  it  (including  any  self-regulatory   authority,  such  as  the  National
Association  of  Insurance   Commissioners),   (c) to  the  extent  required  by
applicable  laws or  regulations  or by any subpoena or similar  legal  process,
(d) to any other  party  hereto,  (e) in  connection  with the  exercise  of any
remedies  hereunder or under any other Loan Document or any action or proceeding
relating to this  Agreement  or any other Loan  Document or the  enforcement  of
rights  hereunder  or  thereunder,   (f) subject  to  an  agreement   containing

<page>
provisions  substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any  prospective  assignee of or Participant in, any of
its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and its obligations, (g) with the consent of the Borrower or (h) to
the extent  such  Information  (x) becomes  publicly  available  other than as a
result  of  a  breach  of  this   Section  or   (y) becomes   available  to  the
Administrative  Agent,  any Lender or any of their  respective  Affiliates  on a
nonconfidential basis from a source other than the Borrower.

     For purposes of this Section,  "Information" means all information received
from the Borrower or any of its Subsidiaries  relating to the Borrower or any of
its  Subsidiaries  or any of their  respective  businesses,  other than any such
information  that is available to the  Administrative  Agent,  any Lender or the
Issuing Bank on a  nonconfidential  basis prior to disclosure by the Borrower or
any of its Subsidiaries, provided that, in the case of information received from
the Borrower or any of its Subsidiaries after the date hereof,  such information
is  clearly  identified  at the time of  delivery  as  confidential.  Any Person
required to maintain  the  confidentiality  of  Information  as provided in this
Section shall be  considered  to have  complied with its  obligation to do so if
such  Person  has   exercised   the  same   degree  of  care  to  maintain   the
confidentiality  of such  Information  as such  Person  would  accord to its own
confidential information.

<page>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.

                                                     WESTWOOD ONE, INC.


                                                     By_________________________
                                                         Name:
                                                         Title:

<page>

                              SUBSIDIARY GUARANTORS


                                      METRO NETWORKS COMMUNICATIONS,
                                       INC.



                                      By_________________________
                                        Name:
                                        Title:


                                      METRO NETWORKS COMMUNICATIONS,
                                       LIMITED PARTNERSHIP
                                        By: METRO NETWORKS
                                        COMMUNICATIONS, INC., as General Partner



                                      By_________________________
                                        Name:
                                        Title:


                                      METRO NETWORKS, INC.



                                      By_________________________
                                        Name:
                                        Title:
<page>


                                      METRO NETWORKS SERVICES, INC.



                                      By_________________________
                                        Name:
                                        Title:


                                      SMARTROUTE SYSTEMS, INC.



                                      By_________________________
                                        Name:
                                        Title:


                                      WESTWOOD NATIONAL RADIO
                                       CORPORATION



                                      By_________________________
                                        Name:
                                        Title:


                                      WESTWOOD ONE PROPERTIES, INC.



                                      By_________________________
                                        Name:
                                        Title:

<page>
                                      WESTWOOD ONE RADIO, INC.



                                      By_________________________
                                        Name:
                                        Title:


                                     WESTWOOD ONE RADIO
                                      NETWORKS, INC.



                                     By_________________________
                                       Name:
                                       Title:


                                     WESTWOOD ONE STATIONS-NYC,
                                      INC.



                                     By_________________________
                                       Name:
                                       Title:
<page>



                                     LENDERS

                                      JPMORGAN CHASE BANK,
                                       individually and as Administrative Agent



                                      By_________________________
                                        Name:
                                        Title:


                                      BANK OF AMERICA, N.A.,
                                       individually and as Syndication Agent



                                      By_________________________
                                        Name:
                                        Title:


                                      BANK OF TOKYO-MITSUBISHI TRUST COMPANY,
                                      individually and as Co-Documentation Agent



                                      By_________________________
                                        Name:
                                        Title:


                                      HARRIS NESBITT FINANCING, INC.,
                                      individually and as Co-Documentation Agent



                                      By_________________________
                                        Name:
                                        Title:

<page>

                                      NATIONAL AUSTRALIA BANK LIMITED,
                                      individually and as Co-Documentation Agent



                                      By_________________________
                                        Name:
                                        Title:


                                      FIRST COMMERCIAL BANK, NEW YORK AGENCY



                                      By_________________________
                                        Name:
                                        Title:


                                      SUMITOMO MITSUI BANKING
                                       CORPORATION



                                      By_________________________
                                        Name:
                                        Title:


                                      SUNTRUST BANK



                                      By_________________________
                                        Name:
                                        Title:
<page>

                                      E.SUN COMMERCIAL BANK, LTD., LOS
                                      ANGELES BRANCH



                                      By_________________________
                                        Name:
                                        Title:


                                      FLEET NATIONAL BANK



                                      By_________________________
                                        Name:
                                        Title:


                                      MIZUHO CORPORATE BANK, LTD.



                                      By_________________________
                                        Name:
                                        Title:


                                      THE BANK OF NEW YORK



                                      By_________________________
                                        Name:
                                        Title:


<page>
                                      THE NORINCHUKIN BANK



                                      By_________________________
                                        Name:
                                        Title:


                                      UNION BANK OF CALIFORNIA



                                      By_________________________
                                        Name:
                                        Title:


                                      CHIAO TUNG BANK CO. LTD. NEW YORK AGENCY



                                      By_________________________
                                        Name:
                                        Title:


                                      HUA NAN COMMERCIAL BANK, LTD., NEW
                                      YORK AGENCY



                                      By_________________________
                                        Name:
                                        Title:

<page>


                                      THE INTERNATIONAL COMMERCIAL BANK
                                      OF CHINA NEW YORK AGENCY



                                      By_________________________
                                        Name:
                                        Title:


                                      BANK OF COMMUNICATIONS, NEW YORK BRANCH



                                      By_________________________
                                        Name:
                                        Title:












</TEXT>
</DOCUMENT>
